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                                January 25, 2021

       James O'Rourke
       Chief Executive Officer
       Powerdyne International, Inc.
       45 North Main Street
       North Reading, MA 01864

                                                        Re: Powerdyne
International, Inc.
                                                            Amendment No. 3 to
Registration Statement on Form 10
                                                            Filed January 15,
2021
                                                            File No. 000-53259

       Dear Mr. O'Rourke:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment 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
       comment applies 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
       this comment, we may have additional comments. Unless otherwise noted,
where prior
       comments are referred to they refer to our letter dated January 7, 2021.

       Amendment No. 3 to Registration Statement on Form 10 filed January 15,
2021

       General

   1.                                                   We note your response
to prior comment 6 and your disclosure that you have no intent to
                                                        continue to engage in
the business of buying and selling digital assets. With respect to the
                                                        digital assets
currently held by the Company please tell us how you will be able to limit
                                                        your holdings to less
than 40% of total assets in light of the volatility of digital assets and
                                                        your statement on page
F-29 that the "coins are held in anticipation of future price
                                                        appreciation as crypto
currencies become more widely accepted."
               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
 James O'Rourke
Powerdyne International, Inc.
January 25, 2021
Page 2

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,
FirstName LastNameJames O'Rourke
                                                         Division of
Corporation Finance
Comapany NamePowerdyne International, Inc.
                                                         Office of Technology
January 25, 2021 Page 2
cc:       William Barnett
FirstName LastName