Attached files
| file | filename |
|---|---|
| EX-31.2 - POWERDYNE INTERNATIONAL, INC. | v243923_ex31-2.htm |
| EX-31.1 - POWERDYNE INTERNATIONAL, INC. | v243923_ex31-1.htm |
| EX-32.2 - POWERDYNE INTERNATIONAL, INC. | v243923_ex32-2.htm |
| EX-32.1 - POWERDYNE INTERNATIONAL, INC. | v243923_ex32-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-53259
POWERDYNE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5572576 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
300 Centerville Road
Suite 100E
Warwick, Rhode Island 02886
(Address of principal executive offices) (zip code)
401/739-3300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer
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[ ] |
Accelerated filer
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[ ]
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Non-accelerated filer
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[ ] |
Smaller reporting company
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[X]
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(do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).[ ] Yes [X] No
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
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Class
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Outstanding at June 30, 2011
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Common Stock, par value $0.0001
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189,500,000 shares
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Documents incorporated by reference: None
PART I
ITEM 1. FINANCIAL STATEMENTS
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 2011
INDEX TO FINANCIAL STATEMENTS
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Condensed Balance Sheet
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2
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Condensed Statement of Operations
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3
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Condensed Statement of Changes in Stockholders’ Deficit
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4
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Condensed Statement of Cash Flows
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5
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Notes to Financial Statements
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6
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
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restated
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June 30, 2011
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December 31, 2010
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(unaudited)
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ASSETS
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Current Assets:
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Cash
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$ | 82,402 | $ | 2,059 | ||||
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Prepaid expenses
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5,360 | 1,817 | ||||||
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Advances to stockholder
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15,971 | 4,369 | ||||||
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Total current assets
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103,733 | 8,245 | ||||||
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Equipment
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Equipment, net
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124,314 | 21,793 | ||||||
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Total Assets
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$ | 228,047 | $ | 30,038 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
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Accounts payable and accrued expenses
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$ | 148,078 | $ | 42,348 | ||||
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Advances from stockholder
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2,975 | 2,975 | ||||||
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Total current liabilities
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151,053 | 45,323 | ||||||
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Total Liabilities
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151,053 | 45,323 | ||||||
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Stockholders' Equity:
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Common stock; $0.0001 par value; 300,000,000 shares authorized, 189,500,000 shares issued and outstanding as of June 30, 2011 and 188,000,000 shares issued and outstanding as of December 31, 2010
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18,950 | 20,500 | ||||||
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Common stock subscribed
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- | 191,900 | ||||||
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Additional paid-in capital (1)
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1,009,650 | 140,500 | ||||||
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Common stock subscriptions receivable
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- | (61,915 | ) | |||||
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Accumulated deficit (1)
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(951,606 | ) | (306,270 | ) | ||||
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Total stockholders' equity (deficit)
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76,994 | (15,285 | ) | |||||
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Total liabilities and stockholders' equity (deficit)
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$ | 228,047 | $ | 30,038 | ||||
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(1)
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The February 7, 2011 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 2.
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Page 2
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The accompanying notes are an integral part of these condensed financial statements.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
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restated
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For the three
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For the three
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For the six
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For the six
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For the period from
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months ended
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months ended
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months ended
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months ended
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February 2, 2010 (inception)
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June 30, 2011
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June 30, 2010
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June 30, 2011
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June 30, 2010
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to June 30, 2011
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Cost of revenues
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- | - | - | - | - | |||||||||||||||
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Gross profit
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- | - | - | - | - | |||||||||||||||
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Operating expenses
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Selling, general and administrative
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69,293 | 1,205 | 644,379 | 1,243 | 950,650 | |||||||||||||||
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Total operating expenses
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69,293 | 1,205 | 644,379 | 1,243 | 950,650 | |||||||||||||||
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Loss from operations
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(69,293 | ) | (1,205 | ) | (644,379 | ) | (1,243 | ) | (950,650 | ) | ||||||||||
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Income tax expense
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— | — | 956 | - | 956 | |||||||||||||||
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Net loss
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$ | (69,293 | ) | $ | (1,205 | ) | $ | (645,335 | ) | $ | (1,243 | ) | $ | (951,606 | ) | |||||
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Basic and diluted loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Basic and diluted weighted average common shares outstanding (2)
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189,362,637 | 188,000,000 | 188,972,376 | 188,000,000 | ||||||||||||||||
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(2)
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The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares. See Note 2.
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Page 3
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The accompanying notes are an integral part of these condensed financial statements.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT)
For the period from February 2, 2010 (Inception) to June 30, 2011
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Additional
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Common Stock
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Total
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Common Stock
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Common Stock
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Paid-In
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Subscriptions
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Accumulated
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Stockholders'
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Shares
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Amount
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Subscribed
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Capital
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Receivable
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Deficit
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Equity (Deficit)
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Balance, February 2, 2010 (Inception)
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1,000,000 | $ | 100 | $ | - | $ | 900 | $ | - | $ | - | $ | 1,000 | |||||||||||||||
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Common stock subscribed
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- | - | 191,900 | - | (61,915 | ) | - | 129,985 | ||||||||||||||||||||
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Stock issued for change in control
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188,000,000 | 18,800 | - | (18,800 | ) | - | - | - | ||||||||||||||||||||
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Stock issued for services
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16,000,000 | 1,600 | - | 158,400 | - | - | 160,000 | |||||||||||||||||||||
| - | ||||||||||||||||||||||||||||
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Net loss
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- | - | - | - | - | (306,270 | ) | (306,270 | ) | |||||||||||||||||||
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Balance, December 31, 2010 (3)
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205,000,000 | $ | 20,500 | $ | 191,900 | $ | 140,500 | $ | (61,915 | ) | $ | (306,270 | ) | $ | (15,285 | ) | ||||||||||||
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Recapitalization shares contributed from reverse merger agreement
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(84,526,666 | ) | (8,453 | ) | - | 8,453 | - | - | - | |||||||||||||||||||
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Issuance pursuant to merger agreement for services - fair valued
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32,500,000 | 3,250 | 321,750 | - | - | 325,000 | ||||||||||||||||||||||
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Issuance per cash considerations in relation to the stockholder subscription
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36,026,666 | 3,603 | (191,900 | ) | 523,997 | (102,200 | ) | - | 233,500 | |||||||||||||||||||
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Net loss
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- | - | - | - | - | (576,043 | ) | (576,043 | ) | |||||||||||||||||||
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Balance, March 31, 2011 (unaudited) - restated
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189,000,000 | 18,900 | - | 994,700 | (164,115 | ) | (882,313 | ) | (32,828 | ) | ||||||||||||||||||
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Common stock issued
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500,000 | 50 | - | 14,950 | 164,115 | - | 179,115 | |||||||||||||||||||||
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Net loss for the quarter
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- | - | - | - | - | (69,293 | ) | (69,293 | ) | |||||||||||||||||||
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Balance, June 30, 2011 (unaudited) - restated
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189,500,000 | $ | 18,950 | $ | - | $ | 1,009,650 | $ | - | $ | (951,606 | ) | $ | 76,994 | ||||||||||||||
(3) The December 31, 2010 the capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction. See Note 3.
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Page 4
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The accompanying notes are an integral part of these condensed financial statements.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF CASH FLOWS
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For the six
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For the six
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From February 2, 2010
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months ended
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months ended
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(Inception) to
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June 30, 2011
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June 30, 2010
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June 30, 2011
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(unaudited)
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(unaudited)
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Operating Activities:
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Net loss
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$ | (645,335 | ) | $ | (1,243 | ) | $ | (951,606 | ) | |||
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Adjustments to reconcile net loss to net cash used by operating activities:
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Depreciation and amortization
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- | 94 | - | |||||||||
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Stock compensation
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325,000 | - | 485,000 | |||||||||
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Changes in operating assets and liabilities:
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Advances to stockholder
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(11,602 | ) | 225 | (15,971 | ) | |||||||
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Prepaid expenses
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(3,543 | ) | (1,391 | ) | (5,360 | ) | ||||||
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Accrued expenses
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105,729 | - | 148,078 | |||||||||
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Net cash used by operating activities
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(229,751 | ) | (2,315 | ) | (339,859 | ) | ||||||
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Investing activities:
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Organization expense
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- | (1,125 | ) | |||||||||
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Equipment
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(102,521 | ) | - | (124,314 | ) | |||||||
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Net cash used by investing activities
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(102,521 | ) | (1,125 | ) | (124,314 | ) | ||||||
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Financing activities:
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Related parties
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- | - | 2,975 | |||||||||
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Proceeds from common stock
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412,615 | 51,000 | 543,600 | |||||||||
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Net cash provided by financing activities
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412,615 | 51,000 | 546,575 | |||||||||
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Net change in cash
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80,343 | 47,560 | 82,402 | |||||||||
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Cash, beginning of period
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2,059 | - | - | |||||||||
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Cash, end of period
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$ | 82,402 | $ | 47,560 | $ | 82,402 | ||||||
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Page 5
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The accompanying notes are an integral part of these condensed financial statements.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
1. ORGANIZATION
Powerdyne, Inc., was incorporated February 2, 2010 in Nevada, and is registered to do business in Rhode Island and Massachusetts. On February 7, 2011, Powerdyne, Inc. merged with Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, a publicly held Delaware shell corporation with minimal assets and no operations. Upon closing of the transaction, Powerdyne, Inc., the surviving corporation in the merger with Powerdyne International, Inc., became a public reporting entity.
On December 13, 2011, Powerdyne International, Inc. filed an Amended and Restated Articles of Incorporation in order to, among other things, increase the authorized capital stock to 300,000,000 common shares, par value $0.0001 per share. Unless the context specifies otherwise, as discussed in Note 2, references to the “Company” refers to Powerdyne International, Inc. and Powerdyne, Inc. after the merger.
At the closing of the merger, each share of Powerdyne, Inc.’s common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 7,520 shares of common stock of Powerdyne International, Inc. Accordingly, an aggregate of 188,000,00 shares of common stock of Powerdyne International, Inc. were issued to the holders of Powerdyne, Inc.’s common stock.
The Company is a start-up organization which intends to produce and distribute completely packaged independent electrical generator units that run on environmentally-friendly fuel sources, such as natural gas and propane. At this time, the majority stockholder has patents pending with the United States Patent Office regarding the unique design of these units.
2. REVERSE MERGER ACCOUNTING
On February 7, 2011, the Company merged with Powerdyne, Inc., formerly Greenmark Acquisition Corporation, which was a publicly held Delaware shell corporation with no operations. Upon closing of the transaction, the Company, the surviving corporation in the merger with Powerdyne, Inc., became a public reporting entity.
Pursuant to the terms and conditions of the merger each share of Powerdyne, Inc.’s common stock issued and outstanding immediately prior to the closing of the merger was exchanged for the right to receive 7,520 shares of Powerdyne International, Inc. common stock.
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Page 6
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
The merger is being accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Powerdyne, Inc. is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Merger will be those of Powerdyne, Inc. and will be recorded at the historical cost basis of Powerdyne, Inc., and the consolidated financial statements after completion of the merger will include the assets and liabilities of the Company and Powerdyne, Inc., historical operations of Powerdyne, Inc. and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Greenmark Acquisition Corporation. All members of the Company’s executive management are from Powerdyne, Inc.
3. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements primarily reflect the financial position, results of operations and cash flows of the Company (as discussed above). The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011, or for any other period. Amounts related to disclosures of December 31, 2010, balances within those interim condensed financial statements were derived from the audited 2010 financial statements and notes thereto filed on Form 8-K/A on April 5, 2011.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company is classified as a development stage enterprise under GAAP and has not generated significant revenues from its principal operations.
Development Stage and Capital Resources
Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. Accordingly, the Company is considered to be in the development stage as defined in GAAP. The Company has not generated significant revenues from its principal operations, and there is no assurance of future revenues. As of June 30, 2011, the Company had an accumulated deficit from inception of $951,606.
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Page 7
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
The Company’s activities will necessitate significant uses of working capital beyond 2011. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued research and development efforts and the status of competitive products. The Company plans to continue financing its operations with cash received from financing activities, more specifically from one of its major shareholders.
While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
Use of Estimates
These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for Powerdyne International, Inc. Form 8-K/A filed on April 5, 2011 with the SEC. In preparing these condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed financial statements relate to the valuation of long-lived assets, accrued expenses and valuation assumptions related to share based payments.
Fair Value of Financial Instruments
The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:
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•
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Level 1: Observable inputs such as quoted prices in active markets;
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•
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Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
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• Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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Page 8
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
The Company’s financial instruments include cash and accrued expenses. The estimated fair value of these instruments approximates their carrying amounts due to the short maturity of these instruments.
Management believes it is not practical to estimate the fair value of advances to stockholder because the transactions cannot be assumed to have been consummated at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2011.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.
Revenue Recognition
The Company is in the development stage and has yet to realize revenues from planned operations. The Company will recognize revenue on arrangements in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company has not recorded any sales transactions since inceptions.
Equipment, net
Equipment is stated at cost. Capital expenditures for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The machinery and equipment is currently classified as ‘construction in process’ and it is the Company’s policy to begin depreciation once the assets are placed into service. Equipment is depreciated over the estimated useful life of ten years on straight-line basis when the assets are put into use. Depreciation expense for the six months ended June 30, 2011 and 2010, the period from inception, February 2, 2010, to December 31, 2010 was zero.
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Page 9
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
Long-Lived Assets
In accordance with ASC 350-30 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.
Income Taxes
As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109) , (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.
In 2010, the Company adopted Accounting for Uncertain Income Taxes under the provisions of ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not recognize any additional liability for unrecognized tax benefits as a result of the adoption of ASC 740.
We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.
Our tax provision determined using an estimate of our annual effective tax rate using enacted tax rates expected to apply to taxable income in the years in which they are earned, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. Taxes payable as of June 30, 2011 and the period from February 2, 2010 (inception) to December 31, 2010 was zero.
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Page 10
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
Share Based Compensation
The Company applies ASC 718, Compensation-Stock Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services.
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation.
Loss per Common Share
Basic loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of June 30, 2011, there are no outstanding dilutive securities.
The following table represents the computation of basic and diluted losses per share:
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Three months ended
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Six months ended
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|||||||
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June 30, 2011
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June 30, 2011
|
|||||||
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Loss available for common shareholder
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$ | (69,293 | ) | $ | (645,335 | ) | ||
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Basic and fully diluted loss per share
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(0.00 | ) | (0.00 | ) | ||||
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Weighted average common shares outstanding - basic and diluted
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189,362,637 | 188,972,376 | ||||||
Net loss per share is based upon the weighted average shares of common stock outstanding.
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Page 11
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
Recent Accounting Pronouncements
In January 2010, the FASB issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter of 2010, we adopted the requirements for disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers. Beginning in the first quarter of 2011, these amended standards will require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards did not have any impact on our financial statements or disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
5. EQUIPMENT - NET
Equipment, net consists of the following as of June 30, 2011 and December 31, 2010:
|
June 30,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Machinery and equipment
|
$ | 124,314 | $ | 21,793 | ||||
|
Less accumulated depreciation
|
- | - | ||||||
|
Total equipment - net
|
$ | 124,314 | $ | 21,793 | ||||
Machinery and equipment is stated at cost and depreciated on a straight-line basis over an estimated useful life of 10 years. The machinery and equipment is currently classified as ‘construction in process’ and it is the Company’s policy to begin depreciation once the asset is placed into service. Depreciation expense for the six months ended June 30, 2011 and 2010 was zero.
6. COMMON STOCK
Pursuant to the terms and conditions of the merger on February 7, 2011 (see Note 1 and 2) each share of Powerdyne, Inc.’s common stock issued and outstanding immediately prior to the closing of the merger was exchanged for the right to receive 7,520 shares of Powerdyne International, Inc. common stock.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
On December 11, 2010, the Company issued 2,000,000 shares of common stock to each of Tiber Creek Corporation and IRAA Fin Serv. for services rendered on behalf of Powerdyne Inc. The shares were valued at their estimated fair value of $0.01 per share for a total compensation of $40,000.
On December 13, 2010, the Company issued 188,000,000 to Dale Euga, the sole shareholder of Powerdyne Inc. The shares were issued to effect a change of control of the Company in anticipation of the merger that was eventually consummated with Powerdyne, Inc.
On December 13, 2010, the Company issued 12,000,000 shares of common stock to Arthur Read, II, Esq for services rendered on behalf of Powerdyne Inc. The shares were valued at their estimated fair value of $0.01 per share for a total compensation of $120,000.
Starting in June 2010, the Company entered into various stockholder subscription agreements with private investors in order to provide working capital for the Company. The agreements were sold to private investors at $0.01-$0.03 per share in various share amounts. The agreement stipulated that the shares of common stock would not be issued to the investors until the execution of the reverse merger agreement and subsequent Initial Public Offering. During fiscal year 2010, the Company raised $191,900 from the stockholder subscription agreements for the purchase of 19,190,000 shares of common stock. The Company had $61,915 in common stock subscription receivable as of December 31, 2010. The 19,190,000 shares of common stock were issued on February 8, 2011.
On February 7, 2011, in connection with the merger, Dale Euga contributed 84,526,666 shares of common stock to the company which were then cancelled. Mr. Euga received no compensation for these shares.
On February 8, 2011, the Company issued 32,500,000 shares of common stock to employees and consultants for services. The company recorded an expense of $325,000 based on an estimated fair value of $0.01 per share
During the six months ended June 30, 2011 the Company raised $350,700 from the stockholder subscription agreements. The Company had no common stock subscriptions receivable as of June 30, 2011.
7. RELATED PARTY
From time to time, the Company advances amounts to stockholders, as well as receives payments from stockholders in the form of cash and/or out-of-pocket expenditures for the benefit of the Company, which are business in nature. The balance of advances from stockholder was $2,975 as of June 30, 2011 and December 31, 2010. The balance of advances to stockholder was $15,971 and $4,369 as of June 30, 2011 and December 31, 2010, respectively. As stated in Note 10, the Company is negotiating with a related party regarding a real property lease arrangement for its manufacturing facilities. For the interim, the Company has agreed to reimburse this related party for utility expenses while the negotiations proceed. Amounts paid and accrued to the related party for the six months ended June 30, 2011 and the year ended December 31, 2010 was $3,811 and $0, respectively.
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POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
8. RESTATEMENT
The Company has restated its financial statements for the six month period ended June 30, 2011. Subsequent to the filing of the original financial statements, management identified an omission in the financial statement. In December 2010, Greenmark issued 16,000,000 shares of its common stock for services rendered on behalf of Powerdyne Inc. The shares were valued at their estimated fair value of $0.01 per share for a total compensation of $160,000. The Company did not originally record the $160,000 expense for the services rendered in the period ended December 31, 2010 but recorded it in the quarter ended March 31, 2011 instead. In addition, the Company incorrectly recorded $10,000 of expenses related to 1,000,000 shares of common stock, valued at $0.01 per share, which represented the 1,000,000 shares originally issued when Greenmark Acquisition Corporation was incorporated.
The effect of these corrections was to decrease the net loss for the six-months period ended June 30, 2011 by $170,000 from $815,335, as previously reported, to $645,335. In addition, the cumulative effect of the corrections was to decrease the Company’s accumulated deficit by $10,000 from $961,606, as previously reported, to $951,606.
9. COMMITMENTS AND CONTINGENCIES
Litigation
During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flow.
The Company is involved in a legal settlement with a former employee of the Company. The Company is seeking reimbursement of expenses paid in the amount of $5,000. The former employee is seeking further additional expenses incurred in the amount of $6,500. It is the opinion of the Company’s legal counsel that the legal action is without merit and no accrual has been recorded for this claim.
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|
POWERDYNE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2011
9. SUBSEQUENT EVENTS
Management has evaluated subsequent events through August 5, 2011, the date upon which the financial statements were issued.
The Company is currently negotiating an operating rental lease agreement with a related party to move its manufacturing facilities. The proposed terms of the operating lease are for a three month term, renewable at the Company’s option through February, 2016 at a rate of $300 per month.
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|
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company is a development stage company and has no operating history and has experienced losses since its inception. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. The Company has not established a revenue source other than capital invested by shareholders and has had no sales nor received revenues since inception through June 30, 2011.
Overview
The Company plans to manufacture, install, maintain and lease its own portable electrical power equipment (for which the Company has applied for a patent). The Company plans to manufacture portable electrical power equipment intended to be installed at client locations. The Company will own, maintain and lease the equipment to the customer who will use it to produce its own supplemental electrical power. The Company’s products are intended to be portable, easy-to-use units that can be conveniently redeployed in various locations around the world. The Company’s units can also be assembled and combined to produce power centers providing up to 50 megawatts of power.
Operations
On February 7, 2011, Greenmark Acquisition Corporation merged with Powerdyne, Inc. (Nevada). Powerdyne, Inc. (Nevada) was formed in February 2010 in the State of Nevada and had limited operations. Greenmark Acquisition Corporation was incorporated in the State of Delaware in September 2006 and was a development stage company. As part of that merger, Greenmark Acquisition Corporation, the surviving corporation, changed its name to Powerdyne International, Inc. (the "Company"). The merger was effectuated as a statutory merger, and a certificate of merger was filed in the State of Delaware effecting the transaction.
The Company’s product ‘genset’ unit (PDIGenset) is a self contained generator that is powered by a modified radial air cooled engine to drive a minimum of a 1-megawatt generator. The entire unit, which runs on natural gas or propane, is compact, lightweight and clean burning. As a result, the unit produces extremely low emissions and is extremely energy-efficient.
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|
The current prototype (designated as a Series 2 prototype) has completed the final phases of testing. The earlier version of the prototype (Series 1 prototype) was tested and results obtained from the bench testing of this earlier Series 1 prototype version. During 2011, the Company developed and tested a variety of components (transmission elements) to have the engine effectively and efficiently drive the generator of the Series 2 prototype. The Company recently completed a fully operational factory Series 2 prototype, which is test certified and ready as a demonstration unit. This unit is available for any prospective customer to view in full operational capacity. In addition, the Series 2 prototype is ready to be manufactured for customer upon placement of customer orders.
The Company intends to market and distribute its products worldwide. However, initially the Company has directed its plan of initial operations and market entry to the State of Alaska, the Commonwealth of Puerto Rico and the nation of the Dominican Republic. As it intends to provide remote, independent and cost efficient primary electrical power generating systems, the Company’s potential customers include a variety of small independent utility companies, mining operations, manufacturing centers, and commercial enterprises worldwide. The Company plans to build portable generator equipment specific to its clients’ specifications which thereafter generates electrical power for the customer to run its facility, operation or other power needs. The Company expects that in many markets any excess electricity generated can be sold by the customer to its primary electrical utility, thereby reducing the customer’s operating costs.
The Company presently has three (3) employees and a total of five (5) executive officers. Mr. Euga, Mr. Caromile and Ms. Madison are eligible to receive a salary; the remaining officers receive no salaries or other compensation and are currently not eligible for any salaries. The remaining officers will not receive any compensation until, and if, the Company raises or procures adequate capital (through operations, financings or otherwise) to pay such compensation.
The Company has filed with the Securities and Exchange Commission a registration statement on Form S-1 for the sale by selling shareholders of 70,068,499 shares of the common stock of the Company at an offering price of $0.15 per share. The offering has not yet been declared effective and no sales have been made pursuant to such offering. The Company will not realize any proceeds from the offering.
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Page 17
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|
Plan of Operations
The Company’s strategy is to pursue selected opportunities in markets where inexpensive and environmentally friendly power sources are needed and/or required.
Results of Operations: -Six Months Ended June 30, 2011 compared to Six Months Ended June 30, 2010:
Revenues
Powerdyne International, Inc. did not generate revenues during the six months ended June 30, 2011.
|
Page 18
|
|
Total operating expenses
During the six months ended June 30, 2011 and 2010 total operating expenses were $644,379 and $1,343, respectively. The increase related to the selling, general and administrative expenses was approximately $643,000. This increase resulted primarily from the increase in salaries accrued but not paid to officers and directors of approximately $147,000, employee stock compensation of approximately $325,000, consulting, professional and outside services of approximately $46,000, wages and salaries paid of approximately $18,000, legal and accounting fees of approximately $32,000 and travel expenses of approximately $12,000.
Net loss
During the Six months ended June 30, 2011 and 2010, the net loss was $645,335 and $1,243, respectively.
Liquidity and Capital Resources
As of June 30, 2011 and 2010, Powedyne International, Inc. Inc. had working capital deficit of approximately ($47,320) and ($37,078) respectively. The decrease in working capital in 2011 of approximately $10,000 resulted primarily from purchases of fixed asset equipment. For the period from June 30, 2010 to June 2011, Powerdyne International, Inc. had approximately $80,000 of net cash increase. The cash provided (used) by operations of approximately ($230,000) was primarily due to net loss from operations of $645,335 less add backs of approximately $325,000 of employee stock compensation and approximately $105,000 of accrued but unpaid expenses. Of the total cash provided from financing activities of approximately $413,000, approximately $102,000 was used to purchase equipment and remaining amount for working capital and operating activities.
For the period from February 2, 2010 (inception) to June 30, 2011, Powerdyne International Inc. had approximately $82,000 of net cash increase. The cash provided (used) by operations of approximately ($340,000) was primarily due to net loss from operations of $951,000 less add backs of approximately $485,000 of employee stock compensation and approximately $148,000 of accrued but unpaid expenses. Of the total cash provided from financing activities of approximately $543,000, approximately $124,000 was used to purchase equipment and remaining amount for working capital and operating activities.
The Company expects that it may secure its first sales contract during the year that will end December 31, 2012. The Company expects that this event would provide the Company with sufficient cash flow to continue operations without seeking additional investor funding and/or debt financing. The Company anticipates that this contract (if achieved) may produce approximately $750,000 in revenues and approximately $100,000 in net income. However, there is no assurance that the sales contract can or will be secured during the period, if at all, and on economic terms that would be favorable to the Company. If the Company is not successful in generating sufficient revenues and sales contracts, this could have a material adverse effect on its business, results of operations liquidity and financial condition.
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Page 19
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|
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in Powerdyne International, Inc.’s financial statements relate to estimate of loss contingencies and accrued other liabilities.
Fair Value of Financial Instruments
ASC 820-10 (formerly SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2011 and 2010, the carrying value of certain financial instruments such as accounts receivable, accounts payable, accrued expenses, and amounts due to/from related party approximates fair value due to the short-term nature of such instruments.
Impairment of Long-Lived Assets
In accordance with ASC 350-30 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.
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Page 20
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|
Recently Issued Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-19 (“ASU 2010-19”), New and Enhanced Disclosures about Fair Value Measurements. ASU 2010-06 provides amendments to FASB ASC 820-10 that requires new fair value disclosures and clarifies existing fair value disclosures required under FASB ASC 820-10. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for certain disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosures are effective now. The adoption of the new provisions within ASU 2010-19 did not have a material impact on our consolidated financial position, results of operations, cash flows, or disclosures.
Other recent accounting pronouncements issued by the FASB and the AICPA did not, or are not believed by management to, have a material impact on Mediamatic Ventures, Inc.’s present or future financial statements.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller Reporting Companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year and second quarter under the supervision and with the participation of the Company's principal executive officer and principal financial and accounting officer. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, they believe that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. Both officers are directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's president and principal financial and accounting officer conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2010, and as of June 30, 2011, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of June 30, 2011 based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.
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Page 21
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|
Anton & Chia the independent registered public accounting firm, has not issued an attestation report on the effectiveness of the internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company's internal control procedures over financial reporting that were identified in connection with such evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
There are currently no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party, except as set forth directly below.
The Company has asserted a claim against a former employee for $5,000.00 for funds advanced to the former employee. The former employee has asserted a claim against the Company in response. It is the opinion of the Company’s legal counsel that the former employee’s claim is meritless and is only an attempt to avoid paying the Company’s demand for $5,000.00.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On December 11, 2010, 2,000,000 shares of common stock were issued to each of Tiber Creek Corporation and IRAA Fin Serv. As part of a change in control effected on December 13, 2010, Greenmark Acquisition Corporation issued 200,000,000 shares of common stock to the following shareholders in the following amounts:
|
Dale P. Euga
|
188,000,000 | |||
|
Arthur M. Read, II, Esq.
|
12,000,000 |
On February 7, 2011, 84,526,666 shares of common stock were contributed by Dale P. Euga to the Company. Mr. Euga received no remuneration or consideration therefor.
From February 8, 2011 to June 30, 2011, 69,026,666 shares of common stock were issued by the Company to various shareholders pursuant to executed subscription agreements or in connection with shares issued to officers and/or consultants in connection with their services for the Company, as follows:
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Page 22
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|
|
Date
|
Shareholder Name
|
Number of Shares
|
Consideration
|
|||||||
|
2/8/11
|
Edwin S. Barton, II
|
6,000,000 |
Officer’s services
|
|||||||
|
2/8/11
|
Edwin S. Barton, II
|
833,333 | $ | 25,000 | ||||||
|
2/8/11
|
Stephen L. Caromile
|
6,000,000 |
Officer’s services
|
|||||||
|
2/8/11
|
Linda H. Madison
|
1,000,000 |
Officer’s services
|
|||||||
|
2/8/11
|
Eric Foster
|
18,000,000 |
Consulting work
|
|||||||
|
2/8/11
|
Jimmy Andrade
|
300,000 | $ | 3,000 | ||||||
|
2/8/11
|
Paul Anselmo
|
150,000 | $ | 1,500 | ||||||
|
2/8/11
|
Arthur Ballelli
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Gary Bayless
|
166,667 | $ | 5,000 | ||||||
|
2/8/11
|
Bert Beaumier
|
1,000,000 | $ | 10,000 | ||||||
|
2/8/11
|
Michele Berard
|
150,000 | $ | 1,500 | ||||||
|
2/8/11
|
Stuart Blazer
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Debra Branco
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Ann Brouillette
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Tony Caetano
|
170,000 | $ | 1,700 | ||||||
|
2/8/11
|
Mina Chiong
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Lisa Ciccone
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
David Dasilva
|
1,610,000 | $ | 16,100 | ||||||
|
2/8/11
|
Daniel Doke
|
700,000 | $ | 7,000 | ||||||
|
2/8/11
|
Candido Esteves
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Frank Foster
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Robert Gallant
|
1,050,000 | $ | 10,500 | ||||||
|
2/8/11
|
Earl Goldberg
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Maria Gomes
|
50,000 | $ | 500 | ||||||
|
2/8/11
|
Jim Gorman
|
1,200,000 | $ | 12,000 | ||||||
|
2/8/11
|
Matt Goudreau
|
330,000 | $ | 3,300 | ||||||
|
2/8/11
|
John Graham
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Charlotte Greene
|
500,000 | $ | 5,000 | ||||||
|
2/8/11
|
Chris Greger
|
250,000 | $ | 2,500 | ||||||
|
2/8/11
|
Pamela Harman
|
800,000 | $ | 8,000 | ||||||
|
2/8/11
|
Lou Harmon
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Raza Hassan
|
500,000 | $ | 5,000 | ||||||
|
2/8/11
|
Rose Holt
|
2,250,000 | $ | 22,500 | ||||||
|
2/8/11
|
Paula Johnson
|
2,000,000 | $ | 20,000 | ||||||
|
2/8/11
|
Edmund Jones
|
1,500,000 | $ | 45,000 | ||||||
|
2/8/11
|
Sandi Kelley
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
John Ley
|
333,333 | $ | 10,000 | ||||||
|
2/8/11
|
Bob Maier
|
666,667 | $ | 20,000 | ||||||
|
2/8/11
|
Francis Mcguire
|
1,050,000 | $ | 10,500 | ||||||
|
2/8/11
|
Thomas O'Loughlin
|
333,333 | $ | 10,000 | ||||||
|
2/8/11
|
Aaron Orleck
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
George Palazzo
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Barbara Papamarkakis
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Jim Parham
|
200,000 | $ | 2,000 | ||||||
|
2/8/11
|
Warren Ross Parker
|
500,000 | $ | 15,000 | ||||||
|
2/8/11
|
Peter Pisecco
|
250,000 | $ | 2,500 | ||||||
|
2/8/11
|
Chris Prazeres
|
900,000 | $ | 9,000 | ||||||
|
2/8/11
|
Robert Proia
|
500,000 | $ | 5,000 | ||||||
|
2/8/11
|
Provident Trust Group, LLC FBO John Ley
|
1,000,000 | $ | 30,000 | ||||||
|
2/8/11
|
Larry Rodammer
|
8,000,000 | $ | 80,000 | ||||||
|
2/8/11
|
Wayne Rodammer
|
666,667 | $ | 20,000 | ||||||
|
2/8/11
|
Marek Rutkowski
|
200,000 | $ | 6,000 | ||||||
|
2/8/11
|
Tamara Serpa
|
500,000 | $ | 5,000 | ||||||
|
2/8/11
|
Eric Thibert
|
1,000,000 | $ | 10,000 | ||||||
|
2/8/11
|
Phyllis Thompson
|
50,000 | $ | 500 | ||||||
|
2/8/11
|
Sarah Tibbitts
|
500,000 | $ | 15,000 | ||||||
|
2/8/11
|
Frederick Tobin
|
83,333 | $ | 2,500 | ||||||
|
2/8/11
|
Marilyn Verardo
|
100,000 | $ | 1,000 | ||||||
|
2/8/11
|
Mari-Ann Sprague
|
1,000,000 |
Services rendered
|
|||||||
|
2/8/11
|
James Vargos
|
500,000 |
Services rendered
|
|||||||
|
3/14/11
|
Todd Madison
|
166,667 | $ | 5,000 | ||||||
|
3/14/11
|
Carol B Read Trust
|
333,333 | $ | 10,000 | ||||||
|
3/15/11
|
Paul Kieltyka
|
66,667 | $ | 2,000 | ||||||
|
3/18/11
|
Debra Gordan
|
100,000 | $ | 3,000 | ||||||
|
3/18/11
|
Jeffrey Reed
|
333,333 | $ | 10,000 | ||||||
|
3/19/11
|
Nancy Covell
|
50,000 | $ | 1,500 | ||||||
|
3/23/11
|
Mildred Connor
|
166,667 | $ | 5,000 | ||||||
|
3/25/11
|
Jinraj Joshipura
|
333,333 | $ | 10,000 | ||||||
|
3/25/11
|
Cliff Prazeres
|
33,333 | $ | 1,000 | ||||||
|
5/2/11
|
Patricia Maier
|
500,000 | $ | 15,000 | ||||||
All such securities noted above were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
|
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|
|
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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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 thereunto duly authorized.
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POWERDYNE INTERNATIONAL, INC.
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By: /s/ Dale P. Euga
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Dated: December 23, 2011
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President and Principal executive officer
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By: /s/ Linda H. Madison
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Dated: December 23, 2011
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Principal financial officer
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