Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 000-53259

POWERDYNE INTERNATIONAL, INC.

(Exact name of the small business issuer as specified in its charter)

Delaware		20-5572576
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

45 Main Street

North Reading, Massachusetts 01864

(Address of principal executive offices)

(401) 739-3300

(Registrant's telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There are 1,884,930,584shares of issuer's Common Stock outstanding as of November 1, 2024.

TABLE OF CONTENTS

		Page No.
PART I.
Item 1. Financial Statements (Unaudited).
	Condensed Consolidated Balance Sheets as of September 30, 2024, and December 31, 2023 (Audited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024, and 2023	4
	Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2024, and 2023,	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024, and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3. Quantitative and Qualitative Disclosures About Market Risks.	22
	Item 4. Controls and Procedures	22
PART II.
	Item 1. Legal Proceedings.	23
	Item 1A. Risk Factors.	23
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	23
	Item 3. Defaults Upon Senior Securities.	23
	Item 4. Mine Safety Disclosures.	23
	Item 5. Other Information.	23
	Item 6. Exhibits.	23
EXHIBIT INDEX	23
SIGNATURES	24

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

		September 30, 2024			December 31, 2023
					(audited)
ASSETS
Current Assets:
Cash		$	42,522			$	84,004
Trade accounts receivable			86,900				70,884
Inventories			69,331				77,124
Advance to entities			87,001				-
Total current assets			285,754				232,013
Property and Equipment
Cryptocurrency miners			15,000				15,000
Less: accumulated depreciation			(15,000	)			(15,000	)
Total property and equipment			-				-
Total Assets		$	285,754			$	232,013
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		$	66,451			$	62,567
Advance deposits			3,039				3,658
Due to related party - CEO			238,079				238,079
Sales tax payable			(4,041	)			1,765
Short term loan payable			-				-
Line of credit			162,500				-
Total Current Liabilities			466,029				306,069
Stockholders' Deficit:
Preferred stock, $0.0001

par value, 20,000,000shares authorized, 2,000,000shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively.

		200				200
Common stock, $0.0001 par value, 2,000,000,000shares authorized, 1,884,930,584shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively.			188,493				188,493
Additional paid-in capital			4,814,651				4,814,651
Accumulated deficit			(5,183,618	)			(5,077,401	)
Total Stockholders' Deficit			(180,274	)			(74,056	)
Total Liabilities and Stockholders' Deficit		$	285,754			$	232,013

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For the three			For the three			For the nine			For the nine
		months ended			months ended			months ended			months ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Revenues		$	273,749			$	366,303			$	867,016			$	1,100,901
Cost of revenues			145,901				291,556				641,393				838,095
Gross profit			127,848				74,747				225,624				262,806
Operating expenses			115,026				67,203				331,841				336,854
Loss from operations and before income taxes			12,821				7,544				(106,217	)			(74,048	)
Income tax expense			-				-				-				-
Net loss		$	12,821			$	7,544			$	(106,217	)		$	(74,048	)
Basic and diluted - loss per common share		$	-			$	-			$	-			$	-
Basic and diluted - weighted average common shares outstanding			1,884,930,584				1,880,930,584				1,884,930,584				1,880,150,364

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

														Additional						Total
		Preferred Stock			Common Stock			Paid-In			Accumulated			Stockholders'
		Shares			Amount			Shares			Amount			Capital			Deficit			Equity/ (Deficit)
Balance, December 31, 2022			2,000,000			$	200				1,862,430,584			$	186,243			$	4,807,901			$	(4,993,228	)		$	1,116
Issuance of common stock for services			-				-				22,500,000				2,250				6,750				-				9,000
Net loss			-				-				-				-				-				(3,180	)			(3,180	)
Balance, March 31, 2023			2,000,000			$	200				1,884,930,584				188,493				4,814,651				(4,996,408	)			6,936
Net loss			-				-				-				-				-				(78,412	)			(78,412	)
Balance, June 30, 2023			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651				(5,074,820	)			(71,477	)
Net loss			-				-				-				-				-				7,544				7,544
Balance, September 30, 2023			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651			$	(5,067,276	)		$	(63,933	)
Balance, December 31, 2023			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651			$	(5,077,401	)		$	(74,056	)
Net loss			-				-				-				-				-				(95,702	)			(95,702	)
Balance, March 31, 2024			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651			$	(5,173,103	)		$	(169,759	)
Net loss			-				-				-				-				-				(23,336	)			(23,336	)
Balance, June 30, 2024			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651			$	(5,196,439	)		$	(193,095	)
Net loss			-				-				-				-				-				12,821				12,821
Balance, September 30, 2024			2,000,000			$	200				1,884,930,584			$	188,493			$	4,814,651			$	(5,183,618	)		$	(180,274	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWERDYNE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the nine			For the nine
		months ended			months ended
		September 30, 2024			September 30, 2023
Operating Activities:
Net loss		$	(106,217	)		$	(74,048	)
Adjustments to reconcile net loss to net cash used for operating activities:
Reversal of non-cash increase in intangible assets - Crypto			-				6,103
Issuance of common stock for consulting services			-				9,000
Changes in operating assets and liabilities:
Trade accounts receivable			16,015				49,631
Inventories			(7,793	)			(36,796	)
Loan origination fee			(11,700	)			-
Accounts payable and accrued expenses			3,884				16,090
Advance deposits			(619	)			(10,231	)
Sales taxes payable			(5,806	)			135
Net cash used for operating activities			(112,236	)			(40,117	)
Investing Activities:
Net cash provided by investing activities			-				-
Financing Activities:
Due to related party - CEO			-				15,000
Short term loan payable			(8,781	)			-
Advance to entities			(82,965	)
Line of credit			162,500				-
Net cash provided by financing activities			70,754				15,000
Net decrease in cash			(41,482	)			(25,117	)
Cash, beginning of period			84,004				33,962
Cash, end of period		$	42,522			$	8,845
			42,522
Supplemental disclosure of cash flow information
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

1. ORGANIZATION

Powerdyne, Inc., was incorporated on February 2, 2010, in Nevada, and is registered to do business in Rhode Island and Massachusetts. On February 7, 2011, Powerdyne, Inc. merged with Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, a publicly held Delaware corporation.

On December 13, 2010, Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, filed an Amended and Restated Articles of Incorporation in order to, among other things, increase the authorized capital stock to 300,000,000common shares, par value $0.0001per share. Unless the context specifies otherwise, as discussed in Note 2, references to the "Company" refers to Powerdyne International, Inc. and Powerdyne, Inc. after the merger.

At the closing of the merger, each share of Powerdyne, Inc.'s common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 7,520shares of common stock of Powerdyne International, Inc. Accordingly, an aggregate of 188,000,000shares of common stock of Powerdyne International, Inc. were issued to the holders of Powerdyne, Inc.'s common stock.

In 2014, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 550,000,000common shares, par value $0.0001per share.

On January 26, 2015, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 2,020,000,000shares consisting of 2,000,000,000common shares, par value $0.0001per share and 20,000,000shares which may be designated as common or preferred stock, par value $0.0001per share.

On March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"), acquired all of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the "Membership Interests"). Membership Interests are owned by Mr. James F. O'Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000shares of its Series A Preferred Stock valued at $1,500,000. The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Creative Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business for over 17 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory automation robots.

Included with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, interior decorators/designers, museums, photographers, art galleries and theatres.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

1. ORGANIZATION (continued)

The issuance of the 2,000,000shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement were made in reliance on the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.

2. REVERSE MERGER ACCOUNTING

On February 7, 2011, Greenmark Acquisition Corporation, which was a publicly held Delaware corporation, merged with Powerdyne, Inc. Upon closing of the transaction, Greenmark Acquisition Corporation, the surviving corporation in the merger, changed its name to Powerdyne International, Inc.

The merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Powerdyne Inc. was the acquirer for financial reporting purposes and the Company was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of Powerdyne, Inc. and have been recorded at the historical cost basis of Powerdyne, Inc., and the financial statements after completion of the merger include the assets and liabilities of the Company and Powerdyne, Inc., historical operations of Powerdyne, Inc. and operations of the Company from the closing date of the merger. Common stock and the corresponding capital amounts of the Company pre-merger were retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Greenmark Acquisition Corporation.

3. SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such condensed consolidated financial statements and accompanying notes are a representation of the Company's management, who are responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ('GAAP") in all material respects and have been consistently applied in preparing the accompany condensed consolidated financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. As of September 30, 2024, the Company had an accumulated deficit of $5,183,618 (December 31, 2023 - $5,077,401). The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing from its members or other sources, as may be required.

The Company's activities will necessitate significant uses of working capital beyond September 30, 2024. Additionally, the Company's capital requirements will depend on many factors, including the success of the Company's sales and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities, revenue from operations and or affiliate funding.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company's activities will generate sufficient revenues to sustain its operations without additional capital or, if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Principals of Consolidation

Our condensed consolidated financial statements include the accounts of Powerdyne International Inc and its one division and related subsidiaries. All intercompany transactions and balances between consolidated entities have been eliminated. The Company has the following wholly owned subsidiaries: Creative Motion Technology, LLC and Frame One, LLC.

Reclassifications

Certain amounts in the prior period have been reclassified to confirm for the current period presentation. These reclassifications have no material effect on the reported financial results.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. The Company has not incurred any loss from this risk.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2024, and December 31, 2023, respectively.

Allowance for Sale Returns and Doubtful Accounts

Sales Returns - We may, on a case-by-case basis, accept returns of products from our customers, without restocking charges, when they can demonstrate an acceptable cause for the return.

Doubtful Accounts - Accounts receivable are recorded at net realizable value or the amount we expect to collect on gross customer trade receivables. We evaluate the collectability of our accounts receivable based on a combination of factors. If we become aware of a customer's inability to meet its financial obligations after a sale has occurred, we record an allowance to reduce the net receivable to the amount we reasonably believe we will be able to collect from the customer. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and historical experience. If the financial condition of our customers were to deteriorate or if economic conditions worsen, additional allowances may be required in the future. All of our accounts receivable are trade-related receivables.

The allowance for sales returns and doubtful accounts as of September 30, 2024, and 2023 was $0, respectively.

The Company sometimes receives cash deposits in advance of manufacturing and shipping its products. As of September 30, 2024, there is $3,039(December 31, 2023 - $3,658) in advance deposits recorded on the balance sheet. When the products are shipped to the customer the advance deposits are recognized as product revenue.

Inventories

Inventories, consisting principally of products held for sale, is stated lower of cost, using the first-in, first-out method, and net realizable value. The amount presented in the accompanying consolidated balance sheet has no valuation allowance.

As of December 31, 2023, and 2022, the Company's inventories consist of custom designed motors and picture frames. Inventories are valued at the lower cost of the market (net realizable value).

Equipment

Equipment is stated at cost. Capital expenditure for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The computer equipment is depreciated over 5years on a straight-line basis. Depreciation expenses for the three and nine months ended September 30, 2024, and 2023 were $0, respectively.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intangible Asset and Goodwill

We account for intangible assets and goodwill in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management's expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums, including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10to 20years. The carrying amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the entity may be unable to recover the asset's carrying amount.

We assess our intangible assets in accordance with ASC 360 "Property, Plant, and Equipment" ("ASC 360"). Impairment testing is required when events occur that indicate an asset group may not be recoverable ("triggering events"). As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment indicators or triggers): (a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. (c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. We have evaluated our intangible assets and found that certain losses and a delay in our business plan may have constituted a triggering event for our intangible assets.

The Company had disposed of all its crypto currencies in the second quarter of 2023. The Company immediately closed its crypto-currency account and / or wallet.

The Company disposed of all of its cryptocurrency intangible assets on April 5, 2023, and closed our cryptocurrency brokerage account. There was a nominal loss of $22on the disposition.

Long-Lived Assets

In accordance with ASC 360, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-Lived Assets (Continued)

When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company's management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company's products under development will continue. Either of these could result in future impairment of long-lived assets.

Business Combinations

We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired, and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition's measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowances or contingency's estimated value, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.

Advertising Expenses

The Company records advertising expenses per ASC 720-35-50-1, which are expensed as they are incurred or the first time when the advertising takes place. During the three and nine months ended September 30, 2024, and 2023, there were noadvertising costs incurred by the Company.

Shipping Activities

Outbound shipping changes to customers are included in "Product revenue". Outbound shipping-related costs are included in "Costs of products sold".

Stock-Based Compensation

We account for all share-based compensation in accordance with ASC 718-20 Stock-Based Compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite vesting period. During the nine months ended September 30, 2023, there was $9,000of stock-based compensation for shares issued to consultants. There was noother stock based compensation recorded for the three months ended September 30, 2024, and 2023. Additionally, noshare-based compensation was issued for the nine months ended September 30, 2024.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (Continued)

ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, seeks to reduce the diversity in practice associated with certain aspect of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and Massachusetts as our "major" tax jurisdictions. With limited exceptions, we remain subject to Internal Revenue Service ("IRS") examination of our income tax returns filed within the last three (3) years, and to Massachusetts Department of Revenue examination of our income tax returns within the last four (4) years. However, certain tax attributes carry forwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

We believe that our income tax filing positions and deductions will be sustained in the audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain tax positions have been recorded pursuant to ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

Income taxes payable as of September 30, 2024, and December 31, 2023, were $-0-.

Financial Instruments

The Company follows Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company analyzed all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board's ("FASB") accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company's financial instruments consisted of cash, trade accounts receivable, accounts payable and accrued expenses, advance deposit due to related party - CEO, sales tax payable, short-term loan payable, and line of credit. The estimated fair value of these financial instruments approximates its carrying amount based on the short-term maturity of these instruments.

Other Comprehensive Income

The Company has analyzed paragraphs ASC 220-10-45-1 to ASC 220-10-45-10B and none of the items recorded in the income statement would qualify as Other Comprehensive Income.

Loss per Common Share

Loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For the three months ended September 30, 2024, and 2023, there were nooutstanding dilutive securities, except as of September 30, 2024, and 2023, there was 2,000,000Series A Preferred Stock outstanding, however, they were not included in the calculations as they are considered anti-dilutive.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss per Common Share (Continued)

The following table represents the computation of basic and diluted losses per share:

Loss per share is based upon the weighted average shares of the common stock outstanding.

		For the three			For the three			For the nine			For the nine
		months ended			months ended			months ended			months ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net loss available for common shareholders		$	12,821			$	7,544			$	(106,217	)		$	(74,048	)
Basic and fully diluted loss per share			-				-				-				-
Weighted average common shares outstanding - basic and diluted			1,884,930,584				1,880,930,584				1,884,930,584				1,880,150,364

Use of Estimates and Assumptions

Our management has made several estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

Recent Accounting Guidance Not Yet Adopted

None

Recent Accounting Guidance Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU enhances the disclosures related to segment reporting for public entities. It requires entities to disclose significant segment expenses for each reportable segment, providing greater transparency in segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating how this ASU will impact its condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. It is designed to provide more detailed information about an entity's income tax expenses, liabilities, and deferred tax items, potentially affecting how companies report and disclose their income tax-related information. The ASU is effective for public business entities for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. The Company is currently evaluating how this ASU will impact its condensed consolidated financial statements and disclosures.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or consolidated results of operations.

POWERDYNE INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Lease Accounting

For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, it determines that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) obtains the right to substantially all economic benefits from use of the asset and (iii) it has the right to direct the use of the asset.

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received.

All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company's incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019, were based on the original lease terms.

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancellable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of the Company's real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company's proportionate share of actual property taxes, insurance, common area maintenance, and utilities. The Company has adopted an accounting policy, as permitted by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating expenses when incurred.

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction of the lease liability and interest expense, and the related asset is depreciated as described under "Equipment" above.

POWERDYNE INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

Sia coin is the only crypto coin that Powerdyne is mining. The coins are held in the Company's Sia coin digital wallet. When coins are going to be exchanged for USD, they are then transferred to the company's exchange wallet held at a US based crypto exchange which provides support for two-factor authentication. We also have wallet password management, and offsite backups. The coins are held in anticipation of future price appreciation as crypto currencies become more widely accepted, but some coins may be exchanged for USD on an as needed basis. The Company also realizes there is no guarantee the coins will appreciate in value. Revenue is recognized on the last date of the quarter based on the market price of the Sia coin at that date, the number of coins in the wallet and the difference between the current market value and the value recorded on the consolidated balance sheet in previous quarter. The Company no longer is in the business of producing Sia coins.

As of March 6, 2022, with the acquisition of CM Tech, we recognize revenue from contracts with customers in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 606, "Revenue from Contracts with Customers" ("ASC 606"). Revenue is recognized at the point at which control of the underlying products are transferred to the customer. Satisfaction of our performance obligations occurs upon the transfer of control of products from our facilities. We consider customer purchase orders to be the contracts with a customer. All revenue is generated from contracts with customers.

Major Customers and Concentration of Credit Risk

The Company has two major customers, which account for approximately 95% of the balance of accounts receivable as of September 30, 2024, (December 31, 2023 - 30%) of the Company's revenues for the nine months ended September 30, 2024 - 95% (September 30, 2023 -80%) were attributable to these same customers. The Company evaluates industry specific credit risk but does not believe that any material risk is identified that could materially impact on our results of consolidated operations and consolidated financial position.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit of $250,000. The Company has not incurred any loss from this risk, nor does it expect it to. The Company's revenues from product sales and accounts receivable have no material or significant concentration in anyone or a multitude of customers and all receivables are expected to be collected.

Segment Reporting

ASC Topic 280, "Segment Reporting," requires use of the "management approach" model for segment reporting. The management approach model is based on the way a Company's management organizes segments within the Company for making operating decisions and assessing performance.

We primarily service the Original Equipment Manufacturers (OEM's) in the semiconductor market by supplying custom designed motors for the robotics used in semiconductor manufacturing equipment. We also provide custom picture framing under Frame One. We consider both businesses to operate as their own business for reporting purposes. We provide cost-effective value-added turn-key solutions to our clients' drives and articulation needs.

Business Segments

We primarily service the Original Equipment Manufacturers (OEM's) in the semiconductor market by supplying custom designed motors for the robotics used in semiconductor manufacturing equipment. We provide cost-effective value-added turn-key solutions to our clients' drives and articulation needs.

The Market

We service Global Semiconductor Equipment Manufacture's our Sales to International customers were 32% and 68% of our total sales in 2023 and 2022, respectively.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Suppliers

We have developed a strong collaborative relationship with a select few ISO Certified component manufacturers both domestically and in Asia. These strategic relationships have been developed over the past 20 years, which ensure that we are able to maintain a steady flow of components while maintaining a high level of quality.

4. DUE TO RELATED PARTY - CEO

During the nine months ended September 30, 2024, the Company's CEO did not fund nor was reimbursed for his outstanding payable but during the nine months ended September 30, 2023, was reimbursed $10,000for money advanced to the Company. The Company owes the following amounts to our CEO as of September 30, 2024, and December 31, 2023, was $238,079respectively. The balances owed to our CEO are due on demand and therefore recorded as a current liability.

5. SHORT TERM LOAN PAYABLE

During the quarter ended March 31, 2024, the Company entered into a debt arrangement that requires that the Company pay back $70,200in 10instalments. The Company received $58,500in cash to fund operations and incurred $11,400in upfront expenses and will pay interest at a rate of 15%. The Company will pay off the debt in the next 6months. Additionally, the Company had to place 115,000,000shares into escrow as collateral for the short-term loan. As of the reporting date, the Company was in full compliance of the short-term loan.

On August 8, 2024, the Company paid off their short-term loan payable with 1800 Diagonal Lending LLC in the amount of $66,668. The Company received approval from 1800 Diagonal Lending LLC to have the transfer agent release the 115,000,000shares that were held in escrow as collateral for the short-term loan payable

6. LINE OF CREDIT

On May 30th, 2024, CM Technology, LLC ("CM Tech") a wholly owned subsidiary of the Company entered into a line of credit with a financial institution that has national scope through one of their local branches. The line of credit is for a maximum of $170,000which is collateralized and has a security interest in the deposit account or cash, inventories and trade accounts receivable of CM Tech. Our CEO has personally guaranteed the line of credit. The Company paid a $450documentation fee. As of September 30, 2024, the Company has drawn $162,500to finance working capital and has $130,500available to be drawn down. The Company is not in default on the line of credit. The Company accrues monthly interest on outstanding balances at 2.5% plus the prime interest rate.

As of September 30, 2024, CM Tech has cash of $42,522, trade accounts receivable at $86,900and inventories of $69,331collateralized against the line of credit creating a security interest.

7. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO

On March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"), acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the "Membership Interests"). The Membership Interest is owned by Mr. James F. O'Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000shares of its Series A Preferred Stock valued at $1,500,000, which each Series A Preferred Stock is convertible into 1,000common shares of the Company at a fixed price of $0.0001at the option of the holder.

Creative Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business for over 17 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory automation robots.

Included with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, interior decorators/designers, museums, photographers, art galleries and theatres.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

The following table summarizes the consideration transferred to acquire CM Tech and the amounts of identified assets acquired recorded at historical cost at the acquisition date and the consideration provided:

Cash		$	26,042
Inventory			82,588
Total Assets Acquired			108,630
Loss on acquisition of entity owned by CEO.			1,391,370
The purchase price consists of the following:
Preferred Shares			1,500,000
Total Purchase Price		$	1,500,000

The historical cost of the assets acquired includes cash and inventory at approximately $108,630. There is no impairment to the cash and inventory received.

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2024, and 2023

7. ACQUISITION OF PRIVATE COMPANY OWNED BY CEO (Continued)

The pro forma information below presents statements of operations data as if the acquisition of CM Tech took place on January 1, 2020.

		Consolidated For the year Ended December 31, 2021			Consolidated For the year ended December 31, 2020
Revenues		$	1,224,290			$	985,613
Cost of Goods Sold			721,243				525,454
Gross profit		$	503,047			$	460,159
Operating expenses			265,779				245,531
Net Income		$	237,268			$	214,628

8. STOCKHOLDERS' DEFICIT

Preferred Stock - There are 20,000,000shares of authorized preferred stock, par value $0.0001per share, with 2,000,000shares issued and outstanding as of September 30, 2024 (December 31, 2023 - 2,000,000). The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Common Stock - There are 2,000,000,000shares of authorized Class A common stock, par value $0.0001per share, with 1,884,930,584shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively.

March 6, 2022, the Company issued 2,000,000preferred shares to our CEO in exchange for his 100% owned private company CM Tech and Frame One. The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Stock issued for services.

On February 27, 2023, the Company issued 7,500,000shares to a consultant as compensation for accounting services rendered. The fair value of the services was $3,000.

On February 27, 2023, the Company issued 15,000,000shares to a consultant as compensation for legal services rendered. The fair value of the services was $6,000.

The Company recorded $9,000as compensation expense for the 22,500,000shares issued to third party consultants, which was the fair value of the shares on the date of issuance.

The Company relied upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended, for the issuance of these securities. No commissions were paid regarding the share issuance and the share certificates were issued, or "book entry", with a Rule 144 restrictive legend.

9. COMMITMENTS AND CONTINGENCIES

Office Space

Our corporate headquarters are in a full-service office suite located in a building in North Reading, Massachusetts, consisting of approximately 5,000square feet of retail, manufacturing, and office space. The Company's contractual term as of December 31, 2023, is less than twelve months. The agreement has no option for renewal and no bargain purchase option. Based on these facts and other legal terms in the rental agreement. The Company has recorded the agreement as a rental contract as its terms are effectively a month-to-month contract and can be terminated at any time. The Company pays $5,000a month and the contract formally expires in January 2025. The Company records $5,000every month as an expense.

Litigation

There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party to.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are an operating company which has experienced losses since our inception. Our sources of cash to date have been capital invested by shareholders and venture capital investors/lenders. On March 6, 2022, the Company acquired CM Tech and received $1,207,168 in revenue from the new operation through to the end of December 31, 2022.

On March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"), acquired all of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the "Membership Interests"). The Membership Interest is owned by Mr. James F. O'Rourke, the principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000.

Creative Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business for over 17 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory automation robots.

Included with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, interior decorators/designers, museums, photographers, art galleries and theatres.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

The issuance of the 2,000,000 shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement were made in reliance on the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. Such offers and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.

The following discussion contains forward-looking statements, as discussed above. Please see the sections entitled "Forward-Looking Condensed Statements" and "Risk Factors" for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Reclassifications

Certain amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material effect on the reported financial results.

Results of Operations - The three months ended September 30, 2024, compared to the three months ended September 30, 2023:

Revenues

During the three months ended September 30, 2024, we generated $273,749 in revenue, and during the three months ended September 30, 2023, we generated $366,303 in revenue. Revenues for CM Tech, LLC increased by approximately $32,305 due to increased orders received from current and the addition of new customer orders. There has been an overall slowdown due to 2024 being an election year. Although management expects revenues to increase for CM Tech through the end of 2024. Additionally, there were no more revenues from crypto currency during the three months ended September 30, 2024.

Cost of Revenues

During the three months ended September 30, 2024, we incurred $145,901 in cost of revenues, and during the three months ended September 30, 2023, we generated $291,556 in cost of revenues.

Gross Profit

During the three months ended September 30, 2024, we generated $127,848 in gross profits, and during the three months ended September 30, 2023, we generated $74,747 in gross profit. Gross profit increased relatively in line with the increase in revenues.

Operating expenses

During the three months ended September 30, 2024, total operating expenses increased slightly to $115,026 from $67,203 for the three months ended September 30, 2023.

For the three months ended September 30, 2024, the Company had a net profit of $12,821 and for September 30, 2023, there was a profit of $7,544, respectively. The reduction in our loss is due to an increase in revenues compared to the 2023 quarter for the same three-month period.

Results of Operations - The nine months ended September 30, 2024, compared to the nine months ended September 30, 2023:

Revenues

During the nine months ended September 30, 2024, we generated $867,016 in revenue, and during the nine months ended September 30, 2023, we generated $1,100,901 in revenue. Revenues decrease by approximately $140,000 mostly in the first three months of 2024 due to the election year and historical pent-up demand in 2023.

CM Tech generated $588,464 (nine months - September 30, 2023 - $845,510) in revenues during the nine months ended September 30, 2024, and Frame One generated $278,552 (nine months - September 30, 2023 - $255,391) in revenues during the same period ending.

Cost of Revenues

During the nine months ended September 30, 2024, we incurred $641,393 in cost of revenues, and during the nine months ended September 30, 2023, we generated $838,095 in cost of revenues. The decrease in cost of revenues was relatively consistent with the decrease in revenue during the nine months ended September 30, 2023.

Gross Profit

During the nine months ended September 30, 2024, we generated $225,624 in gross profits, and during the nine months ended September 30, 2023, we generated $262,806 in gross profit.

Operating expenses

During the nine months ended September 30, 2024, total operating expenses decreased to $331,841 from $336,854 for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, the Company had a net loss of $106,217 and for September 30, 2023, there was a loss of $74,048, respectively.

Liquidity and Capital Resources

As of September 30, 2024, and December 31, 2023, we had working capital deficits of $180,275 and $74,056, respectively.

For the nine months ended September 30, 2024, we had a $41,482 decrease in cash from the year-ended December 31, 2023. During the comparative nine months ended September 30, 2023, we had a $25,117 increase.

		For the nine			For the nine
		months ended			months ended
		September 30, 2024			September 30, 2023
Operating Activities			(112,217	)			(40,117	)
Investing Activities			-				-
Financing Activities			70,754				15,000

The decrease in revenues in CM Tech has decreased the Company's cash flow from operations, even with the increase in revenues over 9 months at Frame One is not enough to offset the cash drain from CM Tech's operations. We expect that post-election that CM Tech will begin to grow again.

On May 30th, 2024, CM Technology, LLC ("CM Tech") a wholly owned subsidiary of the Company entered into a line of credit with a financial institution that has national scope through one of their local branches. The line of credit is for a maximum of $170,000 which is collateralized and has a security interest in the deposit account or cash, inventories and trade accounts receivable of CM Tech. Our CEO has personally guaranteed the line of credit. The Company paid a $450 documentation fee. As of September 30, 2024, the Company has drawn $162,500 to finance working capital and the line of credit is maxed out. The Company is not in default of the line of credit. The Company accrues monthly interest on outstanding balances at 2.5% plus the prime interest rate.

As of September 30, 2024, CM Tech has cash of $42,522, trade accounts receivable at $86,900 and inventories of $69,331 collateralized against the line of credit creating a security interest.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

Recent Accounting Pronouncements

Refer to Note 3 of our condensed consolidated financial statements for recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2024, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 ("Exchange Act") as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting.

a) Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Based on such criteria, our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our internal control over financial reporting and concluded that it was effective as of December 31, 2023.

As a smaller reporting company, management's assessment of our internal control over financial reporting is not subject to attestation by our independent registered public accounting firm and as such, no attestation was performed by our independent registered public accounting firm.

b) Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred in our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

There is no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

ITEM 1A. Risk Factors

As a "smaller reporting company", we are not required to provide this information under this item pursuant to Regulation S-K

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

COMMON STOCK

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POWERDYNE INTERNATIONAL, INC.
Dated: November 14, 2024	By:	/s/ James F. O'Rourke
		Chief Executive Officer
		(Principal Executive Officer)

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