UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 16, 2024
POWERDYNE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53259 | 20-5572576 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
45 Main Street
North Reading, MA 01864
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(401) 739-3300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Resignation of Independent Registered Public Accounting Firm.
On January 16, 2024 BF Borgers CPA PC (“BF Borgers”) was dismissed as independent registered public accounting firm for Powerdyne International, Inc. (the “Company”).
The audit reports of BF Borgers on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years ended December 31, 2022 and 2021 and during the subsequent interim period from January 1, 2023 through January 16, 2024, (i) there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to BF Borgers satisfaction, would have caused BF Borgers to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided BF Borgers with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of BF Borgers’ letter, dated January 19, 2024, to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm.
On January 16, 2024, the Company engaged Fortune CPA Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The decision to appoint Fortune CPA Inc. was approved by the Company’s Board of Directors.
During the two most recent fiscal years ended December 31, 2022 and 2021 and during the subsequent interim period from January 1, 2023 through January 16, 2024, neither the Company nor anyone on its behalf consulted Fortune CPA Inc. regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Fortune CPA Inc. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(v), respectively.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description: | |
| 16.1 | Letter from BF Borgers CPA PC, dated January 19, 2024 to the Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL) |
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 hereunder duly authorized.
| POWERDYNE INTERNATIONAL, INC | ||
| Date: January 19, 2024 | By: | /s/ James O’Rourke |
| James O’Rourke | ||
| Chief Executive Officer | ||
