SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q10-Q/A

Amendment No. 1
(Mark One)
[X]x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934

For the quarterly period ended June 30,March 31, 2011

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 number 0-53259

POWERDYNE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware20-5572576
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization) 

300 Centerville Road
Suite 100E
Warwick, Rhode Island 02886
(Address of principal executive offices)  (zip code)

401/739-3300
(Registrant's telephone number, including area code)

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.[ X ]
x Yes   [   ]¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated filer  ¨
[   ]
Accelerated filer
[   ]o
Non-accelerated filer    ¨
[   ]
Smaller reporting company
[X]
(do not check if smaller reporting company)x
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company  (as defined in Rule 12b-2 of the Exchange Act).[  ]
¨ Yes   [X]x No

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

ClassOutstanding at June 30,March 31, 2011
  
Common Stock, par value $0.0001189,500,000189,000,000 shares

Documents incorporated by reference:            None

 
 
 

PART I

ITEM 1.  FINANCIAL STATEMENTS
 
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

June 30,March 31, 2011

 
 
 

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheet2
  
Condensed Statement of Operations3
  
Condensed Statement of Changes in Stockholders’ Deficit4
  
Condensed Statement of Cash Flows5
  
Notes to Financial Statements6

 
 
 
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
  restated    
  March 31, 2011  December 31, 2010 
  (unaudited)    
       
ASSETS      
Current Assets:      
Cash $16,089  $2,059 
Prepaid expenses  1,634   1,817 
Advances to stockholder  15,537   4,369 
Total current assets  33,260   8,245 
Equipment        
Equipment, net  100,593   21,793 
         
Total Assets $133,853  $30,038 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current Liabilities:        
Accounts payable and accrued expenses $163,706  $42,348 
Advances from stockholder  2,975   2,975 
Total current liabilities  166,681   45,323 
Total Liabilities  166,681   45,323 
Stockholders' Deficit:        
Common stock; $0.0001 par value; 300,000,000 shares        
authorized, 189,000,000 shares issued and outstanding        
as of March 31, 2011 and 205,000,000 shares issued and        
outstanding as of December 31, 2010 (1)  18,900   20,500 
Common stock subscribed  -   191,900 
Additional paid-in capital (1)  994,700   140,500 
Common stock subscriptions receivable  (164,115)  (61,915)
Accumulated deficit  (882,313)  (306,270)
Total stockholders' deficit  (32,828)  (15,285)
Total liabilities and stockholders' deficit $133,853  $30,038 

  June 30, 2011  December 31, 2010 
  (unaudited)    
       
ASSETS      
       
Current Assets:      
Cash $82,402  $2,059 
Prepaid expenses  5,360   1,817 
Advances to stockholder  15,971   4,369 
Total current assets  103,733   8,245 
         
Equipment        
Equipment, net  124,314   21,793 
         
Total Assets $228,047  $30,038 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current Liabilities:        
Accounts payable and accrued expenses $148,078  $42,348 
Advances from stockholder  2,975   2,975 
Total current liabilities  151,053   45,323 
Total Liabilities  151,053   45,323 
         
Stockholders' Equity:        
Common stock; $0.0001 par value;  300,000,000 shares authorized, 189,500,000 shares issued and outstanding as of June 30, 2011 and 188,000,000 shares issued and outstanding as of December 31, 2010  18,950   18,800 
Additional paid-in capital  (1)  1,019,650   174,100 
Common stock subscribed  -   (61,915)
Accumulated deficit  (1)  (961,606)  (146,270)
Total Stockholders' Equity (deficit)  76,994   (15,285)
         
Total Liabilities and Stockholders' Equity (deficit) $228,047  $30,038 

(1)(1) The February 7, 2011 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2.

Page 2The accompanying notes are an integral part of these condensed financial statements.

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS

  For the three  For the three  For the six  For the six  For the period from 
  months ended  months ended  months ended  months ended  February 2, 2010 (inception) 
  June 30, 2011  June 30, 2010  June 30, 2011  June 30, 2010  to June 30, 2011 
  (unaudited)  (unaudited)  (unaudited)  (unaudited)    
                
Revenues $-  $-  $-  $-  $- 
Cost of revenues  -   -   -   -   - 
Gross profit  -   -   -   -   - 
Operating expenses                    
Selling, general and administrative  69,293   1,205   814,379   1,243   960,650 
Total operating expenses  69,293   1,205   814,379   1,243   960,650 
                     
Loss from operations  (69,293)  (1,205)  (814,379)  (1,243)  (960,650)
                     
Income tax expense  —   —   956   -   956 
                     
Net loss $(69,293) $(1,205) $(815,335) $(1,243) $(961,606)
                     
Basic and diluted loss per common share $(0.00) $(0.00) $(0.00) $(0.00)    
Basic and diluted weighted average common shares outstanding  (2)  189,362,637   188,000,000   188,972,376   188,000,000     

(2)The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares. See Note 2.

Page 3The accompanying notes are an integral part of these condensed financial statements.


POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the period from February 2, 2010 (Inception) to June 30, 2011

        Additional        Total 
  Common Stock  Paid-In  Common Stock  Accumulated  Stockholders' 
  Shares  Amount  Capital  Subscribed  Deficit  Equity (Deficit) 
                   
Balance, February 2, 2010 (Inception)  188,000,000  $18,800  $(17,800) $-  $-  $1,000 
                         
Common stock subscribed  -   -   191,900   (61,915)  -   129,985 
                         
Net loss from Inception through to December 31, 2010  -   -   -   -   (146,270)  (146,270)
Balance, December 31, 2010  (3)  188,000,000  $18,800  $174,100  $(61,915) $(146,270) $(15,285)
                         
Recapitalization  1,000,000   100   830,600   (102,200)  -   728,500 
                         
Net loss for the quarter  -   -   -   -   (746,043)  (746,043)
                         
Balance, March 31, 2011 (unaudited)  189,000,000   18,900   1,004,700   (164,115)  (892,313)  (32,828)
                         
Common stock subscribed  500,000   50   14,950   164,115       179,115 
Net loss for the quarter                  (69,293)  (69,293)
                         
                         
Balance, June 30, 2011 (unaudited)  189,500,000  $18,950  $1,019,650  $-  $(961,606) $76,994 

(3) The December 31, 2010 the capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratiorecapitalization effect of the merger transaction. See Note 3.2.

Page 4The accompanying notes are an integral part of these condensed financial statements.

The accompanying notes are an integral part of these condensed financial statements.
 
Page 2


POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
  restated     restated 
  For the three  For the period from  For the period from 
  months ended  February 2, 2010 (inception)  February 2, 2010 (inception) 
  March 31, 2011  March 31, 2010  to March 31, 2011 
  (unaudited)  (unaudited)    
          
Revenues $-  $-  $- 
Cost of revenues  -   -   - 
Gross profit  -   -   - 
Operating expenses            
Selling, general and admin.  575,087   1,125   881,357 
Total operating expenses  575,087   1,125   881,357 
Loss from operations  (575,087)  (1,125)  (881,357)
             
Income tax expense  956   -   956 
             
Net loss $(576,043) $(1,125) $(882,313)
             
Basic and diluted loss per common share $(0.00) $(0.00)    
             
Basic and diluted weighted average common shares outstanding (2)  188,577,778   188,000,000     

(2) The capital accounts of the Company have been retroactively restated to reflect the recapitalization effect of the merger transaction. See Note 2.
The accompanying notes are an integral part of these condensed financial statements.

Page 3
 

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS

  For the six  For the six  From February 2, 2010 
  months ended  months ended  (Inception) to 
  June 30, 2011  June 30, 2010  June 30, 2011 
  (unaudited)  (unaudited)    
Operating Activities:         
Net loss $(815,335) $(1,243) $(961,606)
Adjustments to reconcile net loss to net cash used by operating activities:            
Depreciation and amortization  -   94   - 
Stock compensation  495,000   -   495,000 
Changes in operating assets and liabilities:            
Advances to stockholder  (11,602)  225   (15,971)
Prepaid expenses  (3,543)  (1,391)  (5,360)
Accrued expenses  105,729   -   148,078 
Net cash used by operating activities  (229,751)  (2,315)  (339,859)
             
Investing activities:            
Organization expense  -   (1,125)    
Equipment  (102,521)  -   (124,314)
Net cash used by investing activities  (102,521)  (1,125)  (124,314)
             
Financing activities:            
Related parties  -   -   2,975 
Proceeds from common stock  412,615   51,000   543,600 
Net cash provided by financing activities  412,615   51,000   546,575 
             
Net change in cash  80,343   47,560   82,402 
Cash, beginning of period  2,059   -   - 
             
Cash, end of period $82,402  $47,560  $82,402 

Page 5The accompanying notes are an integral part of these condensed financial statements.
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT)
For the period from February 2, 2010 (Inception) to March 31, 2011
 
           Additional  Common Stock     Total 
  Common Stock  Common Stock  Paid-In  Subscriptions  Accumulated  Stockholders' 
  Shares  Amount  Subscribed  Capital  Receivable  Deficit  Equity (Deficit) 
                      
Balance, February 2, 2010 (Inception) (3)  1,000,000  $100  $-  $900  $-  $-  $1,000 
                             
Common stock subscribed  -   -   191,900   -   (61,915)  -   129,985 
                             
Stock issued for change in control  188,000,000   18,800   -   (18,800)  -   -   - 
                             
Stock issued for services  16,000,000   1,600   -   158,400   -   -   160,000 
                             
Net loss  -   -   -   -   -   (306,270)  (306,270)
                             
Balance, December 31, 2010 (3)  205,000,000  $20,500  $191,900  $140,500  $(61,915) $(306,270) $(15,285)
                             
Recapitalization shares contributed from reverse merger agreement
  (84,526,666)  (8,453)  -   8,453   -   -   - 
                             
Issuance pursuant to merger agreement for services - fair valued
  32,500,000   3,250       321,750   -   -   325,000 
                             
Issuance per cash considerations in relation to the stockholder subscription
  36,026,666   3,603   (191,900)  523,997   (102,200)  -   233,500 
                             
Net loss  -   -   -   -   -   (576,043)  (576,043)
                             
Balance, March 31, 2011 (unaudited) - restated  189,000,000   18,900   -   994,700   (164,115)  (882,313)  (32,828)

(3) The capital accounts of the Company have been retroactively restated to reflect the recapitalization effect of the merger transaction. See Note 2.
The accompanying notes are an integral part of these condensed financial statements.
 
Page 4


POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS

  For the three  For the three  From February 2, 2010 
  months ended  months ended  (Inception) to 
  March 31, 2011  March 31, 2010  March 31, 2011 
  (unaudited)  (unaudited)    
Operating Activities:         
Net loss $(576,043) $(1,125) $(882,313)
Adjustments to reconcile net loss to net cash used by operating activities:            
Depreciation and amortization  -   -   - 
Stock compensation  325,000   -   485,000 
Changes in operating assets and liabilities:            
Related parties  -   125   2,975 
Advances to stockholder  (11,168)  -   (15,537)
Prepaid expenses  183   -   (1,634)
Accrued expenses  121,358   -   163,706 
Net cash used by operating activities  (140,670)  (1,000)  (247,803)
Investing activities:            
Equipment  (78,800)  -   (100,593)
Net cash used by investing activities  (78,800)  -   (100,593)
Financing activities:            
Proceeds from common stock  233,500   1,000   364,485 
Net cash provided by financing activities  233,500   1,000   364,485 
             
Net change in cash  14,030   -   16,089 
Cash, beginning of period  2,059   -   - 
             
Cash, end of period $16,089  $-  $16,089 
The accompanying notes are an integral part of these condensed financial statements.
Page 5
 

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30,March 31, 2011

1. ORGANIZATION

Powerdyne, Inc., was incorporated 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 shell corporation with minimal assets and no operations.  Upon closing of the transaction, Powerdyne, Inc., the surviving corporation in the merger with Powerdyne International, Inc., became a public reporting entity.

On December 13, 2010,2011, Powerdyne International, Inc. filed an Amended and Restated Articles of Incorporation in order to, among other things, increase the authorized capital stock to 300,000,000 common shares, par value $0.0001 per 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 7,520 shares of common stock of Powerdyne International, Inc.  Accordingly, an aggregate of 188,000,00 shares of common stock of Powerdyne International, Inc. were issued to the holders of Powerdyne, Inc.’s common stock.

The Company is a start-up organization which intends to produce and distribute completely packaged independent electrical generator units that run on environmentally-friendly fuel sources, such as natural gas and propane. At this time, the majority stockholder has patents pending with the United States Patent Office regarding the unique design of these units.

2.  REVERSE MERGER ACCOUNTING

On February 7, 2011, the Company merged with Powerdyne, Inc., formerly Greenmark Acquisition Corporation, which was a publicly held Delaware shell corporation with no operations.  Upon closing of the transaction, the Company, the surviving corporation in the merger with Powerdyne, Inc., became a public reporting entity.

Pursuant to the terms and conditions 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 7,520 shares of Powerdyne International, Inc. common stock.

The merger is being accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”).  Powerdyne, Inc. is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Merger will be those of Powerdyne, Inc. and will be recorded at the historical cost basis of Powerdyne, Inc., and the consolidated financial statements after completion of the merger will 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 have been 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.  All members of the Company’s executive management are from Powerdyne, Inc.

Page 6
 
Page 6
 

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30,March 31, 2011

3. BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements primarily reflect the financial position, results of operations and cash flows of the CompanySubsidiary (as discussed above).  The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission.  Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended June 30,March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011, or for any other period.  Amounts related to disclosures of December 31, 2010, balances within those interim condensed financial statements were derived from the audited 2010 financial statements and notes thereto filed on Form 8-K/A on April 5, 2011.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their 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 accompanying financial statements. The Company is classified as a development stage enterprise under GAAP and has not generated significant revenues from its principal operations.

Development Stage and Capital Resources
 
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. Accordingly, the Company is considered to be in the development stage as defined in GAAP. The Company has not generated significant revenues from its principal operations, and there is no assurance of future revenues. As of June 30,March 31, 2011, the Company had an accumulated deficit from inception of $961,606.approximately $882,313.

Page 7
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
The Company’s activities will necessitate significant uses of working capital beyond 2011. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued research and development efforts and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities, more specifically from one of its major shareholders.

Page 7

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011

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.

Use of Estimates

These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for Powerdyne International, Inc.  Form 8-K/A filed on April 5, 2011 with the SEC.  In preparing these condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed financial statements and the reported amount of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Significant estimates and assumptions included in the Company’s condensed financial statements relate to the valuation of long-lived assets, accrued expenses and valuation assumptions related to share based payments.

Fair Value of Financial Instruments

The fair value accounting guidance 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.”  The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset.  This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:
 
• Level 1:  Observable inputs such as quoted prices in active markets;
 
Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
 
•     Level 3:  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Page 8
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011

The Company’s financial instruments include cash.cash and accrued expenses. The estimated fair value of this instrumentthese instruments approximates itstheir carrying amount amounts due to the short maturity of these instruments.

Management believes it is not practical to estimate the fair value of advances to stockholder because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Page 8

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011

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 had no cash equivalents as of June 30,March 31, 2011.

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.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from planned operations.  The Company will recognize revenue on arrangements in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.  The Company has not recorded any sales transactions since inception.inceptions.

Equipment, net

Equipment is stated at cost. Capital expenditures for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The machinery and equipment is currently classified as ‘construction in process’ and it is the Company’s policy to begin depreciation once the assets are placed into service.  Equipment is depreciated over the estimated useful life of ten years on straight-line basis when the assets are put into use.  Depreciation expense for the sixthree months ended June 30,March 31, 2011 and 2010, and the period from inception, February 2, 2010, to December 31, 2010 was zero.

Page 9
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
Long-Lived Assets

In accordance with ASC 350-30 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. 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.

Page 9

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011

Income Taxes

As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109) , (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined.  ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.

In 2010, the Company adopted Accounting for Uncertain Income Taxes under the provisions of ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not recognize any additional liability for unrecognized tax benefits as a result of the adoption of ASC 740.

We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.  In addition, we did not record a cumulative effect adjustment related to the adoption of 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.

Our tax provision determined using an estimate of our annual effective tax rate using enacted tax rates expected to apply to taxable income in the years in which they are earned, adjusted for discrete items, if any, that are taken into account in the relevant period.  Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.  Taxes payable as of June 30,March 31, 2011 and the period from February 2, 2010 (inception) to December 31, 2010 was zero.

Page 10
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
Share Based Compensation

The Company applies ASC 718, Shares-BasedCompensation-Stock Compensation to account for its service providers’ share-based payments.  Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.

Page 10

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011

In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award.  All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing.  The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date.  ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates.  There were no forfeitures of share based compensation.

Loss per Common Share

Basic 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. Since the Company has only incurred losses, basic and diluted loss per share is the same.   As of June 30,March 31, 2011, there wereare no outstanding dilutive securities.

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

 Three Months  From Inception to 
 
Three months
ended June 30,
  
Six months ended
June 30, 2011
  ended March 31,  March 31, 2010 
            
Loss available for common shareholder $(69,293) $(815,335) $(576,043) $(1,125)
Basic and fully diluted loss per share  (0.00)  (0.00)  (0.00)  (0.00)
                
Weighted average common shares outstanding - basic and diluted  189,362,637   188,972,376 
Weighted average common shares outstanding  188,577,778   188,000,000 

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

Page 11
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
Recent Accounting Pronouncements
 
In January 2010, the FASB issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter of 2010, we adopted the requirements for disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers. Beginning in the first quarter of 2011, these amended standards will require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards did not have any impact on our financial statements or disclosures.

Page 11

POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
 
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
 
5. EQUIPMENT - NET

Equipment, net consists of the following as of June 30,March 31, 2011 and December 31, 2010:

 June 30,  December 31,  March 31,  December 31, 
 2011  2010  2011  2010 
            
Machinery and equipment $124,314  $21,793  $100,593  $21,793 
Less accumulated depreciation  -   -   -   - 
                
Total equipment - net $124,314  $21,793  $100,593  $21,793 

Machinery and equipment is stated at cost and depreciated on a straight-line basis over an estimated useful life of 10 years.  The machinery and equipment is currently classified as ‘construction in process’ and it is the Company’s policy to begin depreciation once the asset is placed into service.  Depreciation expense for the three and six months ended June 30,March 31, 2011 and 2010 was zero.

6. COMMON STOCK

Pursuant to the terms and conditions of the merger on February 7, 2011 (see Note 1 and 2) 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 7,520 shares of Powerdyne International, Inc. common stock.

 An aggregate of 188,000,000On December 11, 2010, the Company issued 2,000,000 shares of Powerdyne International, Inc. common stock to each of Tiber Creek Corporation and IRAA Fin Serv. for services rendered on behalf of Powerdyne Inc.  The shares were valued at their estimated fair value of $0.01 per share for a total compensation of $40,000.

Page 12
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
On December 13, 2010, the Company issued 188,000,000 to Dale Euga, the sole shareholder of Powerdyne Inc. The shares were issued to effect a change of control of the holdersCompany in anticipation of the merger that was eventually consummated with Powerdyne, Inc.

On December 13, 2010, the Company issued 12,000,000 shares of common stock to Arthur Read, II, Esq for services rendered on behalf of Powerdyne Inc.’s common stock and represents approximately 91.7%  The shares were valued at their estimated fair value of the outstanding shares$0.01 per share for a total compensation of Powerdyne International, Inc.$120,000.

InStarting in June 2010, the Company entered into various stockholder subscription agreements with private investors in order to provide working capital for the Company. The agreements were sold to private investors at $0.01-$0.03 per share in various share amounts.  The agreement stipulated that the shares of common stock willwould not be issued to the investors until the execution of the reverse merger agreement and subsequent Initial Public Offering.  During fiscal year 2010, the Company raised $191,900 from the stockholder subscription agreements.agreements for the purchase of 19,190,000 shares of common stock.  The Company had $61,915 in common stock subscribedsubscription receivable as of December 31, 2010.  The 19,190,000 shares of common stock were issued on February 8, 2011.

On February 7, 2011, in connection with the merger, Dale Euga contributed 84,526,666 shares of common stock to the company which were then cancelled. Mr. Euga received no compensation for these shares.On February 8, 2011, the Company issued 32,500,000 shares of common stock to employees and consultants for services.  The company recorded an expense of $325,000 based on an estimated fair value of $0.01 per share

During the sixthree months ended June 30,March 31, 2011 the Company raised $350,700$335,700 from the stockholder subscription agreements.  In total, the Company has raised $542,600 in working capital from common stock subscriptions. The Company had $0$164,115 in common stock subscribedsubscriptions receivable as of June 30,March 31, 2011.

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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011

7. RELATED PARTY

From time to time, the Company advances amounts to stockholders, as well as receives payments from stockholders in the form of cash and/or out-of-pocket expenditures for the benefit of the Company, which are business in nature.  The balance of advances from stockholder was $2,975 as of June 30,March 31, 2011 and December 31, 2010.  The balance of advances to stockholder was $15,971$15,537 and $4,369 as of June 30,March 31, 2011 and December 31, 2010, respectively. As stated in Note 10, the Company is negotiating with a related party regarding a real property lease arrangement for its manufacturing facilities. For the interim, the

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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2011
8. RESTATEMENT

The Company has agreed to reimburse this related partyrestated its financial statements for utility expenses while the negotiations proceed. Amounts paid and accruedperiod ended March 31, 2011. Subsequent to the related partyfiling of the original financial statements, management identified an omission in the financial statement. In December 2010, Greenmark issued 16,000,000 shares of its common stock for services rendered on behalf of Powerdyne Inc.  The shares were valued at their estimated fair value of $0.01 per share for a total compensation of $160,000.  The Company did not originally record the $160,000 expense for the six months ended June 30, 2011 andservices rendered in the yearperiod ended December 31, 2010 but recorded it in the quarter ended March 31, 2011 instead.  In addition, the Company incorrectly recorded $10,000 of expenses related to 1,000,000 shares of common stock, valued at $0.01 per share, which represented the 1,000,000 shares originally issued when Greenmark Acquisition Corporation was $3,811 and $0, respectively.incorporated.

8.The effect of these corrections was to decrease the net loss for the 3-months period ended March 31, 2011 by $170,000 from $746,043, as previously reported, to $576,043. In addition, the cumulative effect of the corrections was to decrease the Company’s accumulated deficit by $10,000 from $892,313, as previously reported, to $882,313

9. COMMITMENTS AND CONTINGENCIES

Litigation

During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.

The Company is involved in a legal settlement with a former employee of the Company.  The Company is seeking reimbursement of expenses paid in the amount of $5,000.  The former employee is seeking further additional expenses incurred in the amount of $6,500.  It is the opinion of the Company’s legal counsel that the legal action is without merit. The Company’s management asserts this claim is remotemerit and thus no accrual has been recorded for this claim.

9. SUBSEQUENT EVENTS

Management has evaluated subsequent events through August 5,May 23, 2011, the date upon which the financial statements were issued.

The Company is currently negotiating an operating rental lease agreement with a related party to move its manufacturing facilities.  The proposed terms of the operating lease are for a three month term, renewable at the Company’s option through February, 2016 at a proposed rate of $300 per month.

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Page 14
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The Company is a development stage company and has no operating history and has experienced losses since its inception.  The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern.  The Company has not established a revenue source other than capital invested by shareholders and has had no sales nor received revenues since inception through June 30,March 31, 2011.

Liquidity. The Company plansreceived $364,485 from the private sale of its stock in the period from February 2, 2010 (inception) to manufacture, install, maintain, own and operate patented portable electrical power generation equipment ("gensets") intended to be installed at a client location.March 31, 2011.  The Company has applied for a patent for its electrical power generation equipment.no continuous methods of generating cash.

Capital Resources. The Company will own, maintain and lease the equipment to the customer who will use it to produce its own supplemental electrical power.  The products are intended to be portable, easy-to-use unit that can be conveniently redeployed in various locations around the world.  The units can also be assembled and combined to produce power centers providing up to 50 megawatts of power.

The following discussion contains forward-looking statements, as discussed above. Please see the sections entitled “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.
The following discussion and analysis of Powerdyne International, Inc. financial condition and results of operations are based on the unaudited financial statements as of June 30, 2011, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
Operations

The Company's initial product is the PDIGenset (patent pending) which is a self contained generator that is powered by a modified radial air cooled engine to drive a minimum of a 1-megawatt generator. The entire unit, which runs on natural gas or propane, is compact, lightweight and clean burning. As a result, the unit will produce extremely low emissions and is extremely energy-efficient.
The Company is completing its Series 2 prototype. The Series 2 uses a Pratt + Whitney R2800 engine. The Series 2 prototype prime mover has been operated and is currently being mated to a standard 1MW generator to make a genset. The unit has been run and upgraded but the Company awaiting the receipt of some updated parts.  After of such parts, the Company will be bench test the Series 2 prototype prime mover and develop up-to-date data. The Company expects it to operate with more efficiency and will bench test with better test results than the Series 1 prototype due to improvements that Pratt + Whitney madeincurred capital expenditures in the designthree months ended March 31, 2011 of the engine, itself, as well as improvements that have been added to the design of our genset.

After completion of the prototype and the bench testing, the company will be able to begin to market the Series 2 PDIGenSet.

On February 28, 2011, the Company filed with the Securities and Exchange Commission a registration statement on Form S-1 for the offer and sale of up 16,000,000 shares of Common Stock by the Company at $0.15 per share and for the offer of 67,318,500 shares of Common Stock by the holders of those shares at $0.15 per share. The Company has amended its registration to include only the registration of the 67,318,500 shares of Common Stock by the holders thereof.   The registration statement has not been declared effective and no sales have been made.$78,800.

Overview

The Company plans to manufacture, install, maintain and lease its own portable electrical power equipment (for which the Company has applied for a patent).  The Company plans to manufacture portable electrical power equipment intended to be installed at client locations.  The Company will own, maintain and lease the equipment to the customer who will use it to produce its own supplemental electrical power.  The Company’s products are intended to be portable, easy-to-use units that can be conveniently redeployed in various locations around the world.  The Company’s units can also be assembled and combined to produce power centers providing up to 50 megawatts of power.

Operations

On February 7, 2011, Greenmark Acquisition Corporation merged with Powerdyne, Inc. (Nevada).  Powerdyne, Inc. (Nevada) was formed in February 2010 in the State of Nevada and had limited operations.  Greenmark Acquisition Corporation was incorporated in the State of Delaware in September 2006 and was a development stage company.  As part of that merger, Greenmark Acquisition Corporation, the surviving corporation, changed its name to Powerdyne International, Inc. (the "Company"). The merger was effectuated as a statutory merger, and a certificate of merger was filed in the State of Delaware effecting the transaction.

The Company’s headquarters are locatedproduct ‘genset’ unit (PDIGenset) is a self contained generator that is powered by a modified radial air cooled engine to drive a minimum of a 1-megawatt generator. The entire unit, which runs on natural gas or propane, is compact, lightweight and clean burning.   As a result, the unit produces extremely low emissions and is extremely energy-efficient.
Page 15

The current prototype (designated as a Series 2 prototype) has completed the final phases of testing.  The earlier version of the prototype (Series 1 prototype) was tested and results obtained from the bench testing of this earlier Series 1 prototype version.  During 2011, the Company developed and tested a variety of components (transmission elements) to have the engine effectively and efficiently drive the generator of the Series 2 prototype.  The Company recently completed a fully operational factory Series 2 prototype, which is test certified and ready as a demonstration unit. This unit is available for any prospective customer to view in Warwick, Rhode Islandfull operational capacity. In addition, the Series 2 prototype is ready to be manufactured for customer upon placement of customer orders.

The Company intends to market and operatesdistribute its products worldwide.  However, initially the Company has directed its plan of initial operations and market entry to the State of Alaska, the Commonwealth of Puerto Rico and the nation of the Dominican Republic.  As it intends to provide remote, independent and cost efficient primary electrical power generating systems, the Company’s potential customers include a variety of small independent utility companies, mining operations, manufacturing centers, and commercial enterprises worldwide.  The Company plans to build portable generator equipment specific to its clients’ specifications which thereafter generates electrical power for the customer to run its facility, operation or other power needs.  The Company expects that in Bridgewater, Massachusetts.many markets any excess electricity generated can be sold by the customer to its primary electrical utility, thereby reducing the customer’s operating costs.

The Company presently has three (3) employees and a total of five (5) executive officers.  Mr. Euga, Mr. Caromile and Ms. Madison are eligible to receive a salary; the remaining officers receive no salaries or other compensation and are currently not eligible for any salaries.  The remaining officers will not receive any compensation until, and if, the Company raises or procures adequate capital (through operations, financings or otherwise) to pay such compensation.
The Company has filed with the Securities and Exchange Commission a registration statement on Form S-1 for the sale by selling shareholders of 70,068,499 shares of the common stock of the Company at an offering price of $0.15 per share.  The offering has not yet been declared effective and no sales have been made pursuant to such offering.  The Company will market its products in locations where inexpensive electrical power is needed and clean energy powered electrical equipment is needed and/or required.not realize any proceeds from the offering.

Plan of Operations

The Company’s s strategy is to pursue selected opportunities in markets where inexpensive and environmentally friendly power sources are needed and/or required.

Results of Operations - The three months ended March 31, 2011 compared to the three months ended March 31, 2010:

Results of Operations: -Six Months Ended June 30, 2011 compared to Six Months Ended June 30, 2010:Revenues

Revenues

Powerdyne International, Inc. did not generate revenues during the sixthree months ended June 30,March 31, 2011.

 
Page 16
 

Total operating expenses

During the sixthree months ended June 30,March 31, 2011 and 2010 total operating expenses were $815,335approximately $575,087 and $1,125, respectively.  The increase related to the selling, general and administrative expenses was approximately $744,000.$574,000.  This increase resulted primarily from the increase in salaries accrued but not paid to Officers and directors of approximately $147,000, employee stock compensation of approximately $495,000,$325,000, consulting, professional and outside services of approximately $46,000,$38,000, wages and salaries paid of approximately $18,000,$14,000, legal and accounting fees of approximately $32,000$13,000 and travel expenses of approximately $12,000.$11,000.

Net loss

During the Sixthree months ended June 30,March 31, 2011 and 2010, the net loss was $815,335$576,043 and $1,125, respectively.

Liquidity and Capital Resources

As of June 30, 2011 and 2010, Powedyne International, Inc. Inc. had working capital deficit of approximately ($47,320) and ($37,078) respectively.  The decrease in working capital in 2011 of approximately $10,000 resulted primarily from purchases of fixed asset equipment.  For the period from June 30, 2010 to June 2011, Powerdyne International, Inc. had approximately $80,000 of net cash increase. The cash provided (used) by operations of approximately ($230,000) was primarily due to net loss from operations of $815,000 less add backs of approximately $495,000 of employee stock compensation and approximately $105,000 of accrued but unpaid expenses. Of the total cash provided from financing activities of approximately $413,000, approximately $102000 was used to purchase equipment and remaining amount for working capital and operating activities.

For the period from February 2, 2010 (inception) to June 30, 2011, Powerdyne International Inc. had approximately $82,000 of net cash increase. The cash provided (used) by operations of approximately ($340,000) was primarily due to net loss from operations of $962,000 less add backs of approximately $495,000 of employee stock compensation and approximately $148,000 of accrued but unpaid expenses. Of the total cash provided from financing activities of approximately $543,000, approximately $124,000 was used to purchase equipment and remaining amount for working capital and operating activities.

Powerdyne International, Inc. expects to secure its first sales contract during the next year ended December 31, 2011. This should provide the company with sufficient cash flow to continue operations without seeking additional investor funding and/or debt financing.  The Company anticipates this contract will produce approximately $750,000 in revenues and approximately $100,000 in net income.  However, there can be no assurance that the sales contract will be secured during the period, if at all. If Powerdyne International, Inc. is not successful in generating sufficient revenues and sales contracts, this could have a material adverse effect on its business, results of operations liquidity and financial condition.
Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts during the reporting periods.  Actual results could differ from those estimates. Significant estimates and assumptions included in Powerdyne International, Inc.’s financial statements relate to estimate of loss contingencies and accrued other liabilities.

Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2011 and 2010, the carrying value of certain financial instruments such as accounts receivable, accounts payable, accrued expenses, and amounts due to/from related party approximates fair value due to the short-term nature of such instruments.

Impairment of Long-Lived Assets

In accordance with ASC 350-30 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. 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.

Recently Issued Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-19 (“ASU 2010-19”), New and Enhanced Disclosures about Fair Value Measurements. ASU 2010-06 provides amendments to FASB ASC 820-10 that requires new fair value disclosures and clarifies existing fair value disclosures required under FASB ASC 820-10. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosures are effective now. The adoption of the new provisions within ASU 2010-19 did not have a material impact on our consolidated financial position, results of operations, cash flows, or disclosures.

Other recent accounting pronouncements issued by the FASB and the AICPA did not, or are not believed by management to, have a material impact on Mediamatic Ventures, Inc.’s present or future financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information not required to be filed by Smaller Reporting Companies.smaller reporting companies.

ITEM 4.  Controls and Procedures.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules.  This evaluation was done as of the end of the fiscal year and first quarter under the supervision and with the participation of the Company's principal executive officer and principal financial and accounting officer.  There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation.  Based upon that evaluation, they believe that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely.  Both officers are directly involved in the day-to-day operations of the Company.

Page 17

Management's Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's president and principal financial and accounting officer conducted an evaluation of the effectiveness of the Company's internal control over financial reporting  as of December 31, 2010, and as of June 30,March 31, 2011, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the TreaedwayTreadway Commission.  Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of June 30,March 31, 2011 based on those criteria.  A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Anton & Chia the independent registered public accounting firm, has not issued an attestation report on the effectiveness of the internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There has been noThe Company effected a change in control on December 13, 2010 resulting in the resignation of the then sole officer and director.  New officers and directors were then in charge of the Company's internal control procedurescontrols over financial reporting and have not made changes in such controls that were identified in connection with such evaluation that occurred during the period covered by this report that have materially affected,affect, or are reasonably likely to materially affect, the Company'sits internal control over financial reporting.

PART II

ITEM 1.  LEGAL PROCEEDINGS

There are currently no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party, in amounts over $10,000.  except as set forth directly below.

The Company is involved withhas asserted a claim against a former employee for claims$5,000.00 for funds advanced to the former employee.  The former employee has asserted a claim against the Company in response. It is the opinion of expensesthe Company’s legal counsel that the former employee’s claim is meritless and is only an attempt to avoid paying the Company’s demand for approximately $6,500.$5,000.00.

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

On December 11, 2010, the Company issued 4,000,000 shares of its common stock in addition to the then outstanding 1,000,0002,000,000 shares of common stock.  stock were issued to each of Tiber Creek Corporation and IRAA Fin Serv.  As part of thea change in control effected on December 13, 2010, the CompanyGreenmark Acquisition Corporation issued 200,000,000 shares of common stock to the following shareholders in the following amounts:

Dale P. Euga188,000,000
 188,000,000
Arthur M. Read, II, Esq.12,000,000

On February 7, 2011, Mr. Euga contributed back to the Company 84,526,666 shares of his 188,000,000 common stock without remuneration.were contributed by Dale P. Euga to the Company.  Mr. Euga received no remuneration or consideration therefor.

SubsequentFrom February 8, 2011 to the contributionMarch 31, 2011, 68,526,666 shares of such shares and ending June 30, 2011,common stock were issued by the Company to various shareholders pursuant to executed subscription agreements or in connection with shares issued 68,526,666 shares to officers directors, and private investorsand/or consultants in connection with their services for the Company, as follows:
Page 18

Date Shareholder Name Number of Shares  Consideration 
2/8/11 Edwin S. Barton, II  6,000,000  Officer’s services 
2/8/11 Edwin S. Barton, II  833,333  $25,000 
2/8/11 Stephen L. Caromile  6,000,000  Officer’s services 
2/8/11 Linda H. Madison  1,000,000  Officer’s services 
2/8/11 Eric Foster  18,000,000  Consulting work 
2/8/11 Jimmy Andrade  300,000  $3,000 
2/8/11 Paul Anselmo  150,000  $1,500 
2/8/11 Arthur Ballelli  200,000  $2,000 
2/8/11 Gary Bayless  166,667  $5,000 
2/8/11 Bert Beaumier  1,000,000  $10,000 
2/8/11 Michele Berard  150,000  $1,500 
2/8/11 Stuart Blazer  100,000  $1,000 
2/8/11 Debra Branco  100,000  $1,000 
2/8/11 Ann Brouillette  200,000  $2,000 
2/8/11 Tony Caetano  170,000  $1,700 
2/8/11 Mina Chiong  100,000  $1,000 
2/8/11 Lisa Ciccone  100,000  $1,000 
2/8/11 David Dasilva  1,610,000  $16,100 
2/8/11 Daniel Doke  700,000  $7,000 
2/8/11 Candido Esteves  200,000  $2,000 
2/8/11 Frank Foster  200,000  $2,000 
2/8/11 Robert Gallant  1,050,000  $10,500 
2/8/11 Earl Goldberg  100,000  $1,000 
2/8/11 Maria Gomes  50,000  $500 
2/8/11 Jim Gorman  1,200,000  $12,000 
2/8/11 Matt Goudreau  330,000  $3,300 
2/8/11 John Graham  100,000  $1,000 
2/8/11 Charlotte Greene  500,000  $5,000 
2/8/11 Chris Greger  250,000  $2,500 
2/8/11 Pamela Harman  800,000  $8,000 
2/8/11 Lou Harmon  200,000  $2,000 
2/8/11 Raza Hassan  500,000  $5,000 
2/8/11 Rose Holt  2,250,000  $22,500 
2/8/11 Paula Johnson  2,000,000  $20,000 
2/8/11 Edmund Jones  1,500,000  $45,000 
2/8/11 Sandi Kelley  100,000  $1,000 
2/8/11 John Ley  333,333  $10,000 
2/8/11 Bob Maier  666,667  $20,000 
2/8/11 Francis Mcguire  1,050,000  $10,500 
2/8/11 Thomas O'Loughlin  333,333  $10,000 
2/8/11 Aaron Orleck  100,000  $1,000 
2/8/11 George Palazzo  200,000  $2,000 
2/8/11 Barbara Papamarkakis  100,000  $1,000 
2/8/11 Jim Parham  200,000  $2,000 
2/8/11 Warren Ross Parker  500,000  $15,000 
2/8/11 Peter Pisecco  250,000  $2,500 
2/8/11 Chris Prazeres  900,000  $9,000 
2/8/11 Robert Proia  500,000  $5,000 
2/8/11 Provident Trust Group, LLC FBO John Ley  1,000,000  $30,000 
2/8/11 Larry Rodammer  8,000,000  $80,000 
2/8/11 Wayne Rodammer  666,667  $20,000 
2/8/11 Marek Rutkowski  200,000  $6,000 
2/8/11 Tamara Serpa  500,000  $5,000 
2/8/11 Eric Thibert  1,000,000  $10,000 
2/8/11 Phyllis Thompson  50,000  $500 
2/8/11 Sarah Tibbitts  500,000  $15,000 
2/8/11 Frederick Tobin  83,333  $2,500 
2/8/11 Marilyn Verardo  100,000  $1,000 
2/8/11 Mari-Ann Sprague  1,000,000  Services rendered 
2/8/11 James Vargos  500,000  Services rendered 
3/14/11 Todd Madison  166,667  $5,000 
3/14/11 Carol B Read Trust  333,333  $10,000 
3/15/11 Paul Kieltyka  66,667  $2,000 
3/18/11 Debra Gordan  100,000  $3,000 
3/18/11 Jeffrey Reed  333,333  $10,000 
3/19/11 Nancy Covell  50,000  $1,500 
3/23/11 Mildred Connor  166,667  $5,000 
3/25/11 Jinraj Joshipura  333,333  $10,000 
3/25/11 Cliff Prazeres  33,333  $1,000 

All such securities noted above were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactionsa transaction by an issuer not involving any public offering, as follows:noted below.  Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.  Furthermore, no underwriters participated or effectuated any of the transactions specified below.  Also, no underwriting discounts or commissions applied to any of the transactions set forth below.

 
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Edwin S. Barton, II6,833,333
Stephen L. Caromile6,000,000
Linda H. Madison1,000,000
Eric Foster 18,000,000
57 Investors37,193,333

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 Not applicable.

ITEM 4.   (Removed and Reserved)


ITEM 5.  OTHER INFORMATION

 (a)  Not applicable.
 (b)  Item 407(c)(3) of Regulation S-K:

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

ITEM 6.  EXHIBITS
 
(a)     Exhibits

31.1Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 (a)     Exhibits
31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1   Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2   Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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.

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 POWERDYNE INTERNATIONAL, INC.
  
 By:   /s//s/ Dale P. Euga
 Dated: August  11, 2011President and Principal executive officer

Dated: December 23, 2011

 By:   /s//s/ Linda H. Madison
 Dated: August  11, 2011Principal financial officer

Dated: December 23, 2011

 
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