S-1: Powerdyne International Files for Stock Registration

Powerdyne International Inc. has filed an S-1 registration statement to allow for the resale of up to 250,000,000 shares of common stock by a selling security holder, following the issuance of a convertible promissory note.

Summary

• Powerdyne International Inc. is filing a registration statement (Form S-1) to permit the resale of up to 250,000,000 shares of its common stock by Quick Capital LLC, the holder of a convertible promissory note.
• The company received $58,500 in cash from Quick Capital LLC on April 22, 2026, after a $4,000 counsel fee deduction, for a note with a face amount of $71,022.72.
• The note is convertible into common stock at a price of $0.004 per share or 65% of the lowest trading price in the preceding ten days, with a default conversion price of $0.001.
• A five-year warrant for 3,551,136 shares at an exercise price of $0.01 was also issued to Quick Capital LLC, featuring a down-round reset provision.
• The company has an accumulated deficit of $5,766,914 as of June 30, 2026, and its independent auditors have expressed substantial doubt about its ability to continue as a going concern.
• Revenues for the six months ended June 30, 2026, were $426,620, a decrease from $612,035 in the same period of 2025, attributed to supply chain disruptions and the passing of the CEO.
• The company has a working capital deficit of $545,503 as of June 30, 2026.
• Powerdyne International has an agreement with GHS Investments, LLC, to potentially purchase up to $10,000,000 of its common stock over a 24-month period starting August 3, 2026.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the company's precarious financial situation, significant accumulated deficit, and the substantial doubt about its ability to continue as a going concern, compounded by the dilutive nature of its financing arrangements.

Positives

• The company has secured an investment agreement with GHS Investments, LLC, for up to $10,000,000, providing a potential avenue for future funding.
• The company has two major customers accounting for approximately 95% of accounts receivable as of June 30, 2026, indicating strong relationships with key clients in its niche market.
• Gross profit margin improved to 32.60% for the year ended December 31, 2025, from 29.23% in 2024, and is expected to be maintained between 29% and 35%.

Negatives

• The company's independent auditors have stated there is substantial doubt about its ability to continue as a going concern due to recurring losses and the need for additional funds.
• The company has a significant accumulated deficit of $5,766,914 as of June 30, 2026.
• Revenues decreased by approximately $185,415 in the first six months of 2026 compared to the same period in 2025, attributed to supply chain disruptions and the passing of the CEO.
• The company has a working capital deficit of $545,503 as of June 30, 2026.
• The issuance of shares under the convertible note and potential future equity financing (GHS Investments) will likely result in substantial dilution to existing shareholders.
• The company's common stock is quoted on the OTC Markets, which is characterized by limited and sporadic trading, making it difficult for stockholders to sell their shares.
• The company has experienced multiple changes in its independent registered public accounting firm within a short period (BF Borgers, Fortune CPA Inc., Olayinka Oyebola & Co., LOA Professionals).

Risks

• Substantial doubt about the company's ability to continue as a going concern due to recurring losses and insufficient operating cash flow.
• The company is subject to foreign trade regulations, tariffs, and potential disruptions in the supply chain, particularly for products manufactured in Asia.
• The potential for significant dilution to existing shareholders due to the issuance of shares under convertible notes and equity financing agreements.
• The limited and sporadic trading of the company's common stock on the OTC Markets may make it difficult for stockholders to sell their shares.
• Cybersecurity risks, as the company relies on third-party providers and basic safeguards, making it vulnerable to evolving cyber threats.
• The company's dependence on two major customers, which account for a significant portion of its revenue and accounts receivable.
• The company's principal stockholder owns a substantial portion of the outstanding stock, potentially influencing corporate matters and deterring acquirers.
• The company has never paid dividends and does not intend to in the foreseeable future, meaning investor returns must come from stock price appreciation.

Future Outlook

The company is pursuing additional capital through an equity financing agreement with GHS Investments, LLC, and is seeking to increase revenues to offset customer demand reductions. Management believes current cash, operations, and potential financing will be sufficient for foreseeable needs, but success is not guaranteed.

Management Comments

• Management believes that funds generated from operations, existing cash balances and, if necessary, related party short-term loans, are likely to be sufficient to finance our working capital and capital expenditure requirements for the foreseeable future.
• We are currently working towards filing a Form S-1 to raise additional capital, we cannot guarantee that this capital raise will be successful.
• In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. However, any substantial supply side price increases will be shared with our customers.

Industry Context

StockSavvy.ai notes that Powerdyne International operates in the niche industrial robotics motor manufacturing sector, a segment that can be sensitive to capital equipment spending cycles and global supply chain dynamics. The company also has a secondary business in custom picture framing.

Comparison to Industry Standards

• The company's gross profit margin of 32.60% for FY2025 is within the expected range of 29% to 35%, which is a positive indicator for its manufacturing operations.
• However, the company's persistent net losses and substantial accumulated deficit are significant concerns when compared to industry standards for profitable manufacturing firms.
• The reliance on two major customers, representing 95% of accounts receivable as of June 30, 2026, is a concentration risk that deviates from industry best practices for diversified customer bases.

Corporate Governance

Legal Proceedings

• As of the date of filing, the company is not aware of any material legal proceedings to which it or any of its subsidiaries is a party, nor any threatened or pending litigation.

Related Party Transactions

• The company owes $273,591 to its ex-CEO as of June 30, 2026, for funds advanced and unpaid compensation.
• The company received a $40,000 non-interest-bearing advance from the Vice President on April 2, 2025, which remains outstanding.
• Loans from related parties totaled $71,175 as of June 30, 2026.

Stakeholder Impact

• Shareholders face significant dilution risk from current and future equity financing and convertible note conversions.
• The company's going concern status poses a risk to all stakeholders, including investors and creditors.
• The limited trading volume on the OTC Markets may hinder liquidity for shareholders.
• The company's reliance on a few major customers could impact its stability and, consequently, its stakeholders.

Next Steps

• The Selling Security Holder may offer and sell shares of common stock from time to time.
• The company will bear the expenses related to the registration of the shares.
• The company may utilize proceeds from the Convertible Promissory Note at its discretion.
• The company intends to adopt a directors compensation policy by the end of the current year.
• The company expects to adopt a formal written code of ethics in the future.

Key Dates

Recommendation

The filing indicates a severe financial distress with substantial doubt about the company's going concern status, significant accumulated deficits, and a history of losses. The financing activities described, including convertible notes and equity lines, are highly dilutive and suggest a struggle for survival rather than growth. The limited market for its stock and operational challenges further support a negative outlook.

Keywords

Powerdyne International, S-1 Filing, Convertible Promissory Note, Common Stock, Resale Registration, CM Tech, Creative Motion Technology, Motor Manufacturing