United States securities and exchange commission logo
January 7, 2021
James O'Rourke
Chief Executive Officer
Powerdyne International, Inc.
45 North Main Street
North Reading, MA 01864
Re: Powerdyne
International, Inc.
Amendment No. 2 to
Registration Statement on Form 10
Filed December 28,
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. Unless otherwise noted, where
prior comments
are referred to they refer to our letter dated December 8, 2020.
Amendment No. 2 to Registration Statement on Form 10
Financial Statements
Statements of Operations, page F-5
1. We note your response
to comment 3. We also note that cryptocurrency mining
equipment is used
primarily to mine SIA coins, for which revenue appears to
be recognized when
converted to US dollars and other currencies. Please revise your
income statement
presentation to report depreciation of cryptocurrency mining equipment
within Cost of revenue.
Asset held for Sale, page F-10
2. Please disclose how you
present unrealized gains or losses from your SIA coin holdings in
the Statements of
Operations.
James O'Rourke
Powerdyne International, Inc.
January 7, 2021
Page 2
4. Summary of Significant Accounting Policies
Revenue Recognition, page F-12
3. We note on page 7 that "since July 2019 we have not converted any
coins to US $ or any
other currency or Crypto Currency and continue to hold them in the
company s digital
wallet." Please disclose how you earned and measured revenues through
July 2019. Also
clarify what your basis was for the recognition and measurement of
revenues for the
remainder of 2019 and through 2020. Revise your disclosure hereunder
and on page F-29
as appropriate.
If applicable, please disclose if you have earned mining transaction
fees and block
rewards and how you accounted for them in the financial statements.
General
4. We note your revised disclosure that the SIA coins may be redeemed for
cash at any time.
Please disclose how the exchange rate will be determined for the SIA
coins. Clarify
whether the mined coins you sold in 2019 were SIA coins and, if so,
disclose the amount
of funds you generated from the sale.
5. Please include a discussion of your current storage and custodial
practices with respect to
the SIA tokens including how you intend to validate the existence,
exclusive ownership,
and software functionality of private digital asset keys and other
ownership records.
Discuss any challenges you may face in addressing threats of a
cybersecurity breach.
6. Please provide a description of the process and framework the company
will use in
managing its digital assets to limit its investment holdings that
constitute securities to less
than 40% of total assets to avoid registration and reporting under the
Investment Company
Act of 1940. You should discuss how the company will determine whether
the SIA
FirstName LastNameJames O'Rourke
tokens are a security and who will make such determination. Please
include in your
Comapany NamePowerdyne
analysis how you will International, Inc.
be able to limit your holdings to less than
40% of total assets in
Januarylight of the
7, 2021 volatility
Page 2 of digital assets.
FirstName LastName
James O'Rourke
FirstName
PowerdyneLastNameJames O'Rourke
International, Inc.
Comapany
January NamePowerdyne International, Inc.
7, 2021
January
Page 3 7, 2021 Page 3
FirstName LastName
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 Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: William Barnett