| 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 26, 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. 4 to Registration Statement on Form 10 | ||
| Filed on October 6, 2020 | ||
| File No. 000-53259 |
Gentlepersons:
The Registrant hereby files its Amendment No. 4 to Registration Statement on Form 10 (“Amendment No. 4”). The Amendment No. 4 has been revised in accordance with the Commission’s comment letter dated January 25, 2021 (“Comment Letter”) and its oral comment to me later that day.
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 4 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
Amendment No. 3 to Registration Statement on Form 10 filed January 15, 2021
General
| 1. | In accordance with your comment, we have included an additional paragraph under “Investment Company Act of 1940” on page 7 discussing the valuation of the Company’s Cryptocurrencies and the Company’s intent to continue to be exempt from having to file under the 1940 Act. |
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