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