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Powerdyne International Inc. is registering up to 203,551,136 shares of common stock for potential resale by selling stockholders, including 200,000,000 shares issuable under a $10,000,000 Equity Financing Agreement with GHS Investments LLC and 3,551,136 shares issuable upon exercise of a Common Stock Purchase Warrant held by Quick Capital, LLC at an exercise price of $0.01 per share. Powerdyne is not selling shares directly under this prospectus and will not receive proceeds from resales, but may receive cash from GHS purchases under the equity line and any cash warrant exercises.
The GHS facility allows the company, over a 24‑month period, to require purchases between $10,000 and $500,000 every 10 days, generally at 80% of the average of the five lowest trading prices over the prior 10 trading days while the stock trades on the OTC Markets, subject to a 4.99% Beneficial Ownership Limitation. As of June 30, 2026, 1,997,483,341 common shares were outstanding, so the 203,551,136 registered shares would represent about 10% of the outstanding stock if all were issued.
Powerdyne operates through Creative Motion Technology, a niche servomotor manufacturer for semiconductor robotics, and Frame One, a custom framing business. For 2025 it generated $1,160,976 in revenue and recorded a net loss of $251,410, with a working capital deficit of about $507,700 as of March 31, 2026. Its auditor has raised substantial doubt about its ability to continue as a going concern, and the company cites risks from dilution under the equity line and warrant, limited OTC liquidity, tariff and foreign sourcing exposure, and concentrated voting control through 2,000,000 shares of Series A preferred stock carrying 1,000 votes per share.
Powerdyne International, Inc. reported a wider loss and continued financial strain for the three months ended March 31, 2026, while also disclosing the April 29, 2026 death of its Chief Executive Officer, Jim O’Rourke. Revenue fell to $171,025 from $271,056, with gross profit of $39,273 and a net loss of $120,246 versus $55,134 a year earlier. The company ended the quarter with cash of $24,271, total liabilities of $825,852, and a stockholders’ deficit of $507,700, raising substantial doubt about its ability to continue as a going concern.
Powerdyne relies on related-party funding, a $220,000 line of credit, a convertible note of $77,720 (since cured after a March 2026 payment default), and an equity investment agreement allowing up to $10,000,000 of common stock sales. It also issued 25,000,000 restricted shares for consulting and a warrant for up to 3,551,136 shares at $0.01 per share. There were 1,997,483,341 common shares outstanding as of May 20, 2026.
Powerdyne International, Inc. reported the passing of its long-time President and Director, James F. O’Rourke, who also led its wholly owned subsidiaries CM Technology LLC and Frame One LLC. The company expressed condolences and emphasized his role in building the businesses.
To fill these leadership roles, the prior Board of Directors appointed Anthony Carchide as President, Chief Financial Officer, and director, and Maryellen Emerson as Vice-President, Secretary, and director, each to serve until the next annual shareholders’ meeting. Carchide brings more than 20 years of outside sales experience, including in telecommunications, and has recently focused on developing new business and improving efficiency at CM Technology. Emerson, who has managed operations at CM Technology and Frame One for more than 20 years, helped grow both entities and expanded Frame One’s services into the corporate sector.
Powerdyne International, Inc. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 by the smaller-reporting-company deadline of May 15, 2026 due to a delay in completing financial statements and the independent accountant's review. The company anticipates filing the Quarterly Report by May 20, 2026.
Powerdyne International, Inc. reports 2025 results showing continued losses and a weak balance sheet. Revenue was $1,160,976, down from $1,251,454 in 2024, while net loss widened to $251,410 from $179,579. Gross margin improved to 32.60% as cost of revenues fell about 11.65%.
The company ended 2025 with cash of $47,382 and a working capital deficit of $504,955, and its auditor highlighted substantial doubt about its ability to continue as a going concern. Operations were funded largely through a bank line of credit, a short‑term loan, and related‑party financing, including $250,591 due to the CEO.
Powerdyne operates mainly through Creative Motion Technology, which makes custom servomotors for semiconductor robotics, and Frame One, a picture framing business. Tariff uncertainty and reduced orders from a major customer weighed on demand, though the company added two new customers in 2026 and is preparing a Form S‑1 to seek additional capital.
PowerDyne International, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the year ended December 31, 2025 by the smaller-reporting-company deadline of March 31, 2026 due to delays completing financial statements and the independent auditor's review. The company states it anticipates filing the Annual Report no later than the fifteenth calendar day following the prescribed due date, April 15, 2026.
Powerdyne International, Inc. (PWDY) disclosed a major ownership position by Arthur M. Read II in a Schedule 13D. Read reports beneficial ownership of 288,446,194 shares of common stock through his holdings of 2,180,000 shares of Series D Preferred Stock, which convert into restricted common shares. These securities were issued without cash consideration in connection with a contract, services rendered, forgiveness of debt, and partial satisfaction of a judgment against another shareholder.
The filing states that Read is deemed to hold 4,360,000,000 Shares via the Series D Preferred, representing approximately 86.2% of the 5,060,155,892 Shares expected to be outstanding following an Automatic Conversion Event, and of the 5,060,155,892 votes that may be cast. He has sole voting and dispositive power over his reported holdings. The shares are characterized as restricted securities under Rule 144. The filing also notes that Read has not been convicted in criminal proceedings or been subject to certain securities law judgments in the past five years.
Powerdyne International, Inc. (PWDY) received a Schedule 13D filing from investor Linda H. Madison. She reports beneficial ownership of 121,558,610 shares of common stock, representing 6.4% of the company’s common shares with sole voting and dispositive power. Her position is tied to 2,180,000 shares of Series D Preferred Stock, which are restricted securities and will be converted into common shares, received for contract rights, services rendered, forgiveness of debt, and inheritance. Madison states she has not been subject to criminal convictions or securities law judgments in the past five years and reports no special contracts or arrangements related to these securities.
Powerdyne International, Inc. disclosed that Eric Foster filed a Schedule 13D reporting beneficial ownership of 135,000,000 shares of the company’s common stock. This position represents 7.2% of the outstanding common shares, giving him sole voting and dispositive power over these shares.
The filing states that Foster acquired the shares through a contract, services rendered, and forgiveness of debt, and that he currently holds them for investment purposes with no additional plans or proposals regarding control or corporate actions. The reporting person is a U.S. citizen involved in sales and administration at Powerdyne and, according to the disclosure, has not been subject to criminal convictions or adverse securities law judgments over the past five years.