United States securities and exchange commission logo
November 2, 2020
James O'Rourke
Chief Executive Officer
Powerdyne International, Inc.
45 North Main Street
North Reading, MA 01864
Re: Powerdyne
International, Inc.
Registration
Statement on Form 10
Filed October 6,
2020
File No. 000-53259
Dear Mr. O'Rourke:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10
Item 1: Description of Business, page 4
1. We note that you will
provide your products through the "leasing of electrical generation
equipment" and that it
will be built to your specifications. Please revise to discuss
whether these are off
the shelf and readily available products or if they are custom
products. In that
regards we note your disclosure that the basis of your business is the
production of
electricity using "state-of-the-art" technology.
2. You disclose that you
have "developed strategic alliances" with both your generator
manufacturer and
installation contractor. Please revise to provide the identity of the
generator manufacturer
and contractor, the material terms of your agreement and file the
agreements as exhibits.
Refer to Item 101(h)(iv) of Regulation S-K.
James O'Rourke
FirstName
PowerdyneLastNameJames O'Rourke
International, Inc.
Comapany 2,
November NamePowerdyne
2020 International, Inc.
November
Page 2 2, 2020 Page 2
FirstName LastName
Products, page 4
3. We note your disclosure on page 5 assuming a Spark Price of $.05 per
kWh. Please revise
to provide support for your assumption that you will be able to offer
$.05 per kWh with
your PDI Power Solution. As part of your response, be sure to include
a discussion of
capital costs, maintenance costs, and natural gas or other fuel costs.
Cautionary Note Regarding Forward-Looking Statements, page 6
4. Since your common stock is considered a penny stock, reliance upon the
safe harbor
provided by the Private Securities Litigation Reform Act of 1995 is
not available. Please
revise.
Item 2. Financial Information, page 8
5. We note your disclosure regarding the purchase of crytpocurrency
miners and the mining
of "certain crypto coins". Please revise to provide the following:
Discuss which cryptocurrency coins you have mined. In addition,
explain whether
you immediately liquidated all of the crypto coins, or if you
maintain possession of
those coins in digital wallets or on exchanges;
Discuss how you intend to "aggressively expand into this market in
2020" and the
costs associated with those plans; and
Discuss the potential regulatory risk associated with
cryptocurrencies.
Item 2. Financial Information
Results of Operations - The Year Ended December 31, 2019 compared to the year
ended
December 31, 2018
Results of Operations - The six months ended June 30, 2020 compared to the six
months ended
June 30, 2019, page 9
6. Please describe the source of your revenues for the year ended
December 31, 2019 and the
six months ended June 30, 2020. Further explain why your year-to-date
revenues during
2020 declined compared to the same period in 2019. Disclose your basis
for revenue
recognition in a note to the financial statements.
Liquidity and Capital Resources, page 9
7. Please disclose the minimum funding required to remain in business for
at least the next
12 months, as well as the minimum number of months that you will be
able to conduct
your planned operations using currently available capital resources.
Describe the
company's plan of operation for the remainder of the fiscal year.
Provide details of your
specific plan of operation, including detailed milestones, the
anticipated time frame for
beginning and completing each milestone. Please explain how you intend
to meet each of
the milestones if you cannot receive additional funding. Refer to Item
303(a)(1) and (2) of
Regulation S-K..
James O'Rourke
Powerdyne International, Inc.
November 2, 2020
Page 3
Certain Relationships and Related Transactions, page 13
8. Please revise your disclosure to provide the information required by
Item 404(d), which
requires disclosure of all transactions with related persons from the
beginning of your last
fiscal year through the date of effectiveness of your Form 10. In that
regard we note that
the company forgave multiple related party notes and still has
outstanding related party
notes. Please ensure that your disclosure discusses the party to each
relevant transaction,
the type of transaction, and the related person's position(s) or
relationship(s) with the
entity that is party to the transaction. Please also provide the
information required by Item
404(a)(5) for each transaction which resulted in indebtedness.
Balance Sheets (Audited)
December 31, 2019 and December 31, 2018, page F-4
9. We note hereunder and the condensed balance sheets on page F-21 that
you
present Accrued revenue as a current asset. In a note to the financial
statements, please
define "Accrued revenue" and explain how it is measured and
recognized. Refer to your
basis in the accounting literature.
Statements of Cash Flows (Audited)
For the years ended December 31, 2019 and December 31, 2018, page F-7
10. You reported "Principal paid on Notes-payable-related parties" for
$26,700 under
financing activities. However, such principal payments were in the
form of stock as
summarized on page F-14 (Common stock issued in exchange for debt) and
further
described in the subsequent pages through F-17. Thus, it had no cash
impact. Similarly,
"the common stock issued for service and debt reduction" had no cash
impact on
operating activities. Please revise your presentation.
11. We note on page F-18 that you received an advance of $14,000 from a
related party. If so,
please report such proceeds under financing activities instead of
operating activities.
7. Common Stock, page F-13
12. Please disclose the nature of services rendered/ to be rendered by a
consulting company to
which you paid 120 million shares of stock in the aggregate.
Consolidated Statements of Cash Flows
For the six months ended June 30, 2020 and June 30, 2019, page F-23
FirstName LastNameJames O'Rourke
13. We note on page 9 that you received advances of $1,022 from a
stockholder and $4,400
Comapany
fromNamePowerdyne International,
a related party. Please Inc. presentation to report these
proceeds under
revise your
financing
November activities.
2, 2020 Page 3
FirstName LastName
James O'Rourke
FirstName
PowerdyneLastNameJames O'Rourke
International, Inc.
Comapany 2,
November NamePowerdyne
2020 International, Inc.
November
Page 4 2, 2020 Page 4
FirstName LastName
8. Related Party - Promissory Note, page F-32
14. Please revise your disclosure in the last paragraph to indicate that
the debt extinguishment
resulted in an increase in additional paid in capital (thus, not a
gain). We note your
disclosure on page F-14.
General
15. You disclose that the company is an emerging growth company. However,
we note that it
has been over five years since you made your first sale of common
equity securities under
an effective Securities Act registration statement in 2012. We also
note that on September
30, 2019, the Commission, pursuant to its authority under Section
12(j) of the Exchange
Act of 1934, revoked the registration of your securities registered
pursuant to Section 12
of the Exchange Act. As a result, it appears that you do not qualify
as an emerging growth
company. Please provide your analysis as to why you believe that you
are an emerging
growth company. For additional guidance, please refer to Questions 2
and 54 of the JOBS
Act frequently asked questions, available on our website at
https://w
ww.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology