Powerdyne Files S-1 for $10M Equity Deal Amid Mounting Losses

TL;DR

**Avoid PWDY; this S-1 signals severe financial distress and massive dilution risk, making it a speculative gamble at best.**

AI Summary

POWERDYNE INTERNATIONAL, INC. (PWDY) filed an S-1 registration statement on November 24, 2025, for the potential resale of up to 500,000,000 shares of common stock by GHS Investments LLC. The company entered into a $10,000,000 Equity Financing Agreement with GHS Investments LLC on June 23, 2025, allowing PWDY to 'put' shares to GHS Investments LLC over two years. PWDY will receive proceeds from these 'put' sales, but not from GHS Investments LLC's subsequent resales. For the nine months ended September 30, 2025, PWDY reported revenue of $872,135, a slight increase from $867,135 in the prior year period, but net operating expenses rose significantly to $435,022 from $331,841. The company posted a net loss of $231,694 for the nine months ended September 30, 2025, worsening from a $106,217 net loss in the same period of 2024. PWDY's balance sheet shows a working capital deficit of $485,238 as of September 30, 2025, and an accumulated deficit of $5,488,581, indicating substantial doubt about its ability to continue as a going concern. The company's common stock trades on the OTC Markets, closing at $0.0030 per share on November 10, 2025.

Why It Matters

This S-1 filing reveals Powerdyne's strategy to secure up to $10 million in financing through an equity 'put' agreement with GHS Investments LLC, a critical move for a company facing significant financial distress with a $485,238 working capital deficit. For investors, the potential resale of 500,000,000 shares by GHS Investments LLC could lead to substantial dilution, especially given the current share count of 1,884,930,584 as of September 30, 2025, and the stock's penny status. The company's reliance on this financing, coupled with its recurring losses and 'going concern' warning, signals high risk. Competitively, Powerdyne's core business in niche motor manufacturing via Creative Motion Technology LLC, and its Frame One picture framing shop, operate in fragmented markets, making sustained profitability challenging without significant capital infusion.

Risk Assessment

Risk Level: high — The company's independent registered public accounting firm has expressed 'substantial doubt about our ability to continue as a going concern' due to recurring losses from operations, with a net loss of $231,694 for the nine months ended September 30, 2025. Furthermore, the potential issuance of up to 500,000,000 shares to GHS Investments LLC, on top of 1,884,930,584 shares already outstanding, presents a significant dilution risk to existing shareholders.

Analyst Insight

Investors should exercise extreme caution and likely avoid PWDY shares. The 'going concern' warning, recurring losses, and the substantial dilution potential from the GHS Investments LLC equity financing agreement indicate a highly speculative investment. Consider the low stock price of $0.0030 per share and the penny stock rules, which further limit liquidity and increase risk.

Financial Highlights

debt To Equity

N/A

revenue

$872,135

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$231,694

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

+0.58%

Revenue Breakdown

Key Numbers

• $872,135 — Revenue (For the nine months ended September 30, 2025, a slight increase from $867,135 in the prior year period.)
• $231,694 — Net Loss (For the nine months ended September 30, 2025, worsening from a $106,217 net loss in the same period of 2024.)
• $485,238 — Working Capital Deficit (As of September 30, 2025, indicating significant liquidity issues.)
• $5,488,581 — Accumulated Deficit (As of September 30, 2025, highlighting historical losses.)
• $10,000,000 — Equity Financing Agreement Value (Maximum amount Powerdyne can 'put' shares to GHS Investments LLC over two years.)
• 500,000,000 — Shares for Resale (Maximum number of common shares GHS Investments LLC may resell.)
• 1,884,930,584 — Common Stock Outstanding (As of September 30, 2025, prior to potential further dilution.)
• $0.0030 — Closing Stock Price (On November 10, 2025, on the OTC Markets.)
• 2,000,000 — Series A Preferred Stock (Issued to CEO James F. O'Rourke, carrying 1,000 votes per share.)

Key Players & Entities

• POWERDYNE INTERNATIONAL, INC. (company) — Registrant in S-1 filing
• GHS Investments LLC (company) — Selling Security Holder and Investor in Equity Financing Agreement
• William B Barnett (person) — Agent for service
• Creative Motion Technology, LLC (company) — Acquired subsidiary, motor manufacturer
• James F. O'Rourke (person) — Principal owner, sole director and officer of Powerdyne International, Inc. and seller of Creative Motion Technology, LLC
• LOA Professionals (company) — Independent registered public accounting firm
• SEC (regulator) — Securities and Exchange Commission
• Delaware (regulator) — State of incorporation
• OTC Markets (company) — Trading venue for common stock

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has a working capital deficit of $485,238 and an accumulated deficit of $5,488,581 as of September 30, 2025. This, coupled with significant operating losses, raises substantial doubt about its ability to continue as a going concern.
• Dilutive Financing Agreement [high — financial]: The $10,000,000 Equity Financing Agreement with GHS Investments LLC allows for the potential resale of up to 500,000,000 shares. This structure can lead to significant dilution for existing shareholders, especially given the current low stock price.
• Increasing Operating Expenses [medium — operational]: Net operating expenses rose significantly to $435,022 for the nine months ended September 30, 2025, from $331,841 in the prior year period. This increase outpaced revenue growth, contributing to a widening net loss.
• OTC Market Trading [medium — regulatory]: The company's common stock trades on the OTC Markets, which generally has less stringent reporting and liquidity requirements compared to major exchanges, potentially impacting investor confidence and access to capital.
• Dependence on GHS Investments [high — financial]: The company's ability to fund operations is heavily reliant on the Equity Financing Agreement with GHS Investments LLC. Any disruption or unfavorable terms in this agreement could severely impact its financial stability.
• Limited Revenue Growth [medium — operational]: Revenue for the nine months ended September 30, 2025, was $872,135, a marginal increase of 0.58% from $867,135 in the prior year. This slow growth rate may not be sufficient to cover operating expenses and achieve profitability.

Industry Context

Powerdyne operates in the industrial servomotor market, a niche segment focused on low-volume, high-quality custom motors primarily for industrial robotics in semiconductor manufacturing. This sector demands specialized engineering expertise and precision manufacturing. The industry is characterized by long-standing players with established supply chains and R&D capabilities, making it challenging for smaller companies like Powerdyne to gain significant market share.

Regulatory Implications

The S-1 filing and the potential resale of a large number of shares by GHS Investments LLC are subject to SEC regulations. Trading on the OTC Markets means the company is subject to less stringent disclosure requirements than major exchanges, but still must comply with federal securities laws. The 'going concern' disclosure flags potential issues for regulators and investors regarding the company's viability.

What Investors Should Do

1. Monitor GHS Investments LLC's resale activity
2. Evaluate the company's ability to improve operational efficiency
3. Assess the long-term viability of the business model
4. Understand the implications of the Series A Preferred Stock

Key Dates

• 2025-11-24: S-1 Registration Statement Filed — Initiates the process for GHS Investments LLC to potentially resell up to 500,000,000 shares of common stock.
• 2025-06-23: Equity Financing Agreement with GHS Investments LLC — Established a $10,000,000 facility allowing Powerdyne to 'put' shares to GHS over two years, providing a potential funding source but also introducing dilution risk.
• 2025-09-30: Nine Months Ended Financials — Reported revenue of $872,135 and a net loss of $231,694, with a working capital deficit of $485,238 and accumulated deficit of $5,488,581, highlighting going concern issues.
• 2022-03-06: Acquisition of Creative Motion Technology, LLC — Acquired 100% of CM Tech for 2,000,000 shares of Series A Preferred Stock, valued at $1,500,000, to bolster its industrial motor manufacturing business.

Glossary

S-1 Registration Statement

A form filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It contains detailed information about the company's business, financial condition, and management. (This filing outlines the terms under which GHS Investments LLC can resell shares, impacting potential future dilution and market supply.)

Equity Financing Agreement

A contract where an investor agrees to purchase a certain amount of a company's stock over a period, often at the company's discretion (a 'put' option). (This agreement with GHS Investments LLC is a key funding mechanism for Powerdyne but also a source of significant potential dilution.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. A 'substantial doubt' about this means the company may not be able to meet its obligations. (The company's financial state, including its working capital deficit and accumulated losses, raises substantial doubt about its ability to continue as a going concern.)

Accumulated Deficit

The total cumulative net losses of a company since its inception, minus any cumulative net profits. It represents a negative retained earnings balance. (A large accumulated deficit of $5,488,581 indicates a history of unprofitability for Powerdyne.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating a short-term liquidity problem. (The $485,238 working capital deficit as of September 30, 2025, signals immediate liquidity challenges for Powerdyne.)

Series A Preferred Stock

A class of preferred stock with specific rights and privileges, in this case, carrying 1,000 votes per share, giving significant control to its holders. (The 2,000,000 shares of Series A Preferred Stock issued to the CEO represent a substantial voting block, potentially influencing corporate decisions.)

OTC Markets

A quotation service that displays real-time price quotes for stocks traded over-the-counter (OTC), outside of major stock exchanges like the NYSE or Nasdaq. (Powerdyne's listing on the OTC Markets suggests a lower level of regulatory scrutiny and potentially less liquidity compared to major exchanges.)

Year-Over-Year Comparison

For the nine months ended September 30, 2025, Powerdyne International, Inc. reported revenue of $872,135, a marginal increase of 0.58% from $867,135 in the prior year period. However, net operating expenses saw a substantial rise to $435,022 from $331,841, leading to a net loss of $231,694, a significant worsening from the $106,217 net loss in the same period of 2024. The company's financial position deteriorated, with a working capital deficit of $485,238 and an accumulated deficit of $5,488,581, reinforcing concerns about its ability to continue as a going concern.

Key Financial Figures

• $0.0030 — our common stock on the OTC Markets was $0.0030 per share. Investing in our common st
• $10,000,000 — g On June 23, 2025, we entered into a $10,000,000 Equity Financing Agreement (the "Equity
• $10,000 — estments LLC, to purchase not less than $10,000 or more than $500,000 of its common sto
• $500,000 — hase not less than $10,000 or more than $500,000 of its common stock every 10 days; prov
• $0.0008 — t, subject to a floor purchase price of $0.0008 per share below which the Company may n
• $10 million — cing Agreement. We will receive up to $10 million in proceeds from the sale of shares of
• $1,500,000 — its Series A Preferred Stock valued at $1,500,000. Series A Preferred Stock shall be enti
• $0.0001 — e 3,000,000,000 shares of common stock, $0.0001 par value per share. As of September 30
• $5.00 — onal stock exchange, trade at less than $5.00 per share, or who do not meet certain o

Filing Documents

• forms-1.htm (S-1) — 1385KB
• ex10-3.htm (EX-10.3) — 15KB
• ex10-4.htm (EX-10.4) — 1KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 20KB
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• ex10-4_001.jpg (GRAPHIC) — 116KB
• forms-1_001.jpg (GRAPHIC) — 2KB
• 0001493152-25-024826.txt ( ) — 20008KB
• pwdy-20250930.xsd (EX-101.SCH) — 35KB
• pwdy-20250930_cal.xml (EX-101.CAL) — 55KB
• pwdy-20250930_def.xml (EX-101.DEF) — 183KB
• pwdy-20250930_lab.xml (EX-101.LAB) — 281KB
• pwdy-20250930_pre.xml (EX-101.PRE) — 245KB
• forms-1_htm.xml (XML) — 950KB
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Business

Business Our Company was incorporated in the State of Delaware on September 13, 2006, as Greenlight Acquisition Corporation, and changed its name to Greenmark Acquisition Corporation ("Greenmark") on July 10, 2008. On February 7, 2011, Greenmark Acquisition Corporation and Powerdyne, Inc., a Nevada corporation ("Powerdyne Nevada"), merged with Greenmark as the surviving company. Powerdyne Nevada was formed in February 2010 in the State of Nevada and had limited operations until the time of its combination with Greenmark. As part of the merger, Greenmark Acquisition Corporation, the surviving entity, changed its name to Powerdyne International Inc. Before the merger, Greenmark did not have any ongoing business or operations and was established for the purpose of completing mergers and acquisitions with a target company, such as Powerdyne Nevada. During the quarter ended March 31, 2019, Powerdyne International, Inc. purchased several cryptocurrency miners and began mining certain cryptocurrency coins. This was completed to enter the crypto markets and explore other potential revenue opportunities for Powerdyne International, Inc. 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 Interests were 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. 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 considerati

View Full Filing

View this S-1 filing on SEC EDGAR