Here are the S-1 registration statements from Powerdyne Intl Inc (PWDY) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An S-1 covers the registration statement a company files to sell shares publicly, so if you follow PWDY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PWDY filings page.
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. 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. is registering up to 500,000,000 shares of common stock for resale by GHS Investments LLC under a $10,000,000 equity financing agreement. Powerdyne may periodically require GHS to purchase shares over two years at a discount to recent market prices, but will not receive any proceeds from GHS’s resale of those shares. If fully issued, the registered shares would equal about 26.5% of the current 1,884,930,584 common shares outstanding as of September 30, 2025, creating potential dilution for existing holders.
Powerdyne’s operating business is Creative Motion Technology, a niche manufacturer of servomotors for semiconductor robotics, plus a small framing shop. Revenue was $1,251,454 in 2024, down from $1,452,950 in 2023, with a 2024 net loss of $179,497 and an accumulated deficit above $5 million. For the nine months ended September 30, 2025, revenue was $872,135 and the net loss was $231,694, and the company reported a working capital deficit of $485,238, leading auditors to highlight substantial doubt about its ability to continue as a going concern.