| BARNETT & LINN | ||
| ATTORNEYS AT LAW | ||
| 1600 E. Florida Avenue, Suite 214 ● Hemet, CA 92544 | ||
| www.barnettandlinn.com | ||
| WILLIAM B. BARNETT | TELEPHONE: 818-436-6410 | |
| Attorney/Principal | FACSIMILE: 818-223-8303 | |
| wbarnett@wbarnettlaw.com |
January 15, 2021
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
| Attn: | Jan Woo, Legal Branch Chief |
| Jeff Kauten, Staff Attorney | |
| Robert Littlepage, Accounting Branch Chief | |
| Katheryn Jacobson, Staff Accountant |
| Re: | Powerdyne International, Inc. (“Registrant” and/or “Company”) | |
| Amendment No. 3 to Registration Statement on Form 10 | ||
| Filed on October 6, 2020 | ||
| File No. 000-53259 |
Gentlepersons:
The Registrant hereby files its Amendment No. 3 to Registration Statement on Form 10 (“Amendment No. 3”). The Amendment No. 3 has been revised in accordance with the Commission’s comment letter dated January 7, 2021 (“Comment Letter”).
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 3 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
Amendment No. 2 to Registration Statement on Form 10
Financial Statements
Statements of Operations, page F-5
| 1. | In accordance with your comment, we have included depreciation in our Cost of revenue. |
Assets held for Sale, page F-10
| 2. | In accordance with your comment, we have added disclosure regarding unrealized gains and losses from SIA coin holdings. |
4. Summary of Significant Accounting Policies
Revenue Recognition, page F-12
| 3. | In accordance with your comment we have added disclose regarding how we measure and recognize revenues for the remainder of 2019 and 2020. In addition, the Company has not earned any mining transaction fees or block rewards. |
General
| 4. | In accordance with your comment we have added disclosure regarding determination of exchange rates and the amount of generated by the sale of coins in 2019. | |
| 5. | In accordance with your comment we have added disclosure regarding the Company’s current storage and custodial practices relating to SIA coins and its proof of ownership. | |
| 6. | In accordance with your comment we have added a paragraph regarding the risk and awareness by the Company of the possibility of becoming subject to the reporting requirements of the Investment Company Act of 1940. |
We believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any further questions or comments.
Thank you for your cooperation and courtesies in this matter.
| Very truly yours, | |
| Barnett & Linn | |
 | |
| William B. Barnett |
WBB: lg
cc/ Mr. O’Rourke, CEO