Powerdyne International Inc. seeks registration of up to 250,000,000 common shares for possible resale by Quick Capital LLC under a convertible note; sales under the prospectus may occur only after the registration statement is effective. Powerdyne will receive no proceeds from those resales, though it received $58,500 under the note after a $4,000 counsel-fee withholding. The note has a legal face amount of $71,022.72 and is convertible at the holder’s option at the lower of $0.004 per share or 65% of the lowest trading price during the 10 trading days preceding conversion; the default conversion price is $0.001. A five-year warrant covers 3,551,136 shares at an initial $0.01 exercise price and contains a full-ratchet reset provision.
For the six months ended June 30, 2026, revenue was $426,620 versus $612,035 a year earlier, and net loss was $258,617 versus $211,173. Gross profit was $93,000 compared with $72,353. Powerdyne reported a $545,503 working-capital deficit as of June 30, 2026; its auditor cited substantial doubt about the company’s ability to continue as a going concern. Common shares outstanding were 1,997,483,341 as of September 30, 2026, a separate outstanding-share count, not the resale amount.
Powerdyne International, Inc. reported lower sales and continuing losses for the quarter and six months ended June 30, 2026, while operating with a significant stockholders’ deficit and high leverage. Six‑month revenues were $426,620, down from $612,035 a year earlier, with a net loss of $258,617 versus $211,173. Working capital remained constrained, with a deficit of about $545,503 and total liabilities of $844,243 against total assets of $357,810.
The company discloses substantial doubt about its ability to continue as a going concern, citing accumulated deficit of $5,766,914 and dependence on related‑party advances, a $250,000 line of credit, and short‑term convertible debt. A defaulted note was fully settled through issuance of 87,552,757 shares, contributing to total common shares outstanding of 1,997,483,341. Management plans to rely on its CM Tech and Frame One operations, the line of credit, and an up to $10,000,000 Equity Financing Agreement with GHS Investments, for which a Form S‑1 became effective on August 3, 2026.
POWERDYNE INTERNATIONAL, INC. reported the initial holdings of insider Tony Carchide, who serves as President and CFO and is also a director. The filing lists 1,022,625 shares of Common Stock held with direct ownership. This Form 3 establishes his reported equity position but does not report any new buy or sell transaction.
POWERDYNE INTERNATIONAL, INC. director and officer Maryellen Emerson, who serves as Vice President and Secretary, filed an initial statement of ownership on Form 3. The filing reports 31,692,950 shares of Common Stock held with direct ownership after the reported position, with no specific buy or sell transaction disclosed.
POWERDYNE INTERNATIONAL, INC. reports that reporting person Read Arthur M II, identified as a ten percent owner, holds 288,446,194 shares of Common stock in direct ownership. This holding entry is reported as of 2025-11-24, with no buy or sell transaction disclosed.
Powerdyne International, Inc. filed Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-297705) as an exhibit-only update. The amendment adds a legal opinion as Exhibit 5.1 and leaves the remainder of the Registration Statement unchanged and omitted from this document.
The updated exhibit index lists key corporate and financing documents, including an Equity Financing Agreement and a Registration Rights Agreement dated June 30, 2025, a Placement Agent Agreement with Icon Capital Group, an extension letter with GFS dated July 1, 2026, and a Common Stock Purchase Warrant dated April 22, 2026.
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.