Delaware
|
20-5572576
|
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
Large Accelerated filer ¨
|
Accelerated filer o
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Non-accelerated filer ¨
|
Smaller reporting company x
|
Class
|
Outstanding at March 31, 2011
|
Common Stock, par value $0.0001
|
189,000,000 shares
|
Condensed Balance Sheet
|
2
|
Condensed Statement of Operations
|
3
|
Condensed Statement of Changes in Stockholders’ Deficit
|
4
|
Condensed Statement of Cash Flows
|
5
|
Notes to Financial Statements
|
6
|
restated
|
||||||||
March 31, 2011
|
December 31, 2010
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 16,089 | $ | 2,059 | ||||
Prepaid expenses
|
1,634 | 1,817 | ||||||
Advances to stockholder
|
15,537 | 4,369 | ||||||
Total current assets
|
33,260 | 8,245 | ||||||
Equipment
|
||||||||
Equipment, net
|
100,593 | 21,793 | ||||||
Total Assets
|
$ | 133,853 | $ | 30,038 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 163,706 | $ | 42,348 | ||||
Advances from stockholder
|
2,975 | 2,975 | ||||||
Total current liabilities
|
166,681 | 45,323 | ||||||
Total Liabilities
|
166,681 | 45,323 | ||||||
Stockholders' Deficit:
|
||||||||
Common stock; $0.0001 par value; 300,000,000 shares
|
||||||||
authorized, 189,000,000 shares issued and outstanding
|
||||||||
as of March 31, 2011 and 205,000,000 shares issued and
|
||||||||
outstanding as of December 31, 2010 (1)
|
18,900 | 20,500 | ||||||
Common stock subscribed
|
- | 191,900 | ||||||
Additional paid-in capital (1)
|
994,700 | 140,500 | ||||||
Common stock subscriptions receivable
|
(164,115 | ) | (61,915 | ) | ||||
Accumulated deficit
|
(882,313 | ) | (306,270 | ) | ||||
Total stockholders' deficit
|
(32,828 | ) | (15,285 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 133,853 | $ | 30,038 |
restated
|
restated
|
|||||||||||
For the three
|
For the period from
|
For the period from
|
||||||||||
months ended
|
February 2, 2010 (inception)
|
February 2, 2010 (inception)
|
||||||||||
March 31, 2011
|
March 31, 2010
|
to March 31, 2011
|
||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Cost of revenues
|
- | - | - | |||||||||
Gross profit
|
- | - | - | |||||||||
Operating expenses
|
||||||||||||
Selling, general and admin.
|
575,087 | 1,125 | 881,357 | |||||||||
Total operating expenses
|
575,087 | 1,125 | 881,357 | |||||||||
Loss from operations
|
(575,087 | ) | (1,125 | ) | (881,357 | ) | ||||||
Income tax expense
|
956 | - | 956 | |||||||||
Net loss
|
$ | (576,043 | ) | $ | (1,125 | ) | $ | (882,313 | ) | |||
Basic and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Basic and diluted weighted average common shares outstanding (2)
|
188,577,778 | 188,000,000 |
Additional
|
Common Stock
|
Total
|
||||||||||||||||||||||||||
Common Stock
|
Common Stock
|
Paid-In
|
Subscriptions
|
Accumulated
|
Stockholders'
|
|||||||||||||||||||||||
Shares
|
Amount
|
Subscribed
|
Capital
|
Receivable
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance, February 2, 2010 (Inception) (3)
|
1,000,000 | $ | 100 | $ | - | $ | 900 | $ | - | $ | - | $ | 1,000 | |||||||||||||||
Common stock subscribed
|
- | - | 191,900 | - | (61,915 | ) | - | 129,985 | ||||||||||||||||||||
Stock issued for change in control
|
188,000,000 | 18,800 | - | (18,800 | ) | - | - | - | ||||||||||||||||||||
Stock issued for services
|
16,000,000 | 1,600 | - | 158,400 | - | - | 160,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (306,270 | ) | (306,270 | ) | |||||||||||||||||||
Balance, December 31, 2010 (3)
|
205,000,000 | $ | 20,500 | $ | 191,900 | $ | 140,500 | $ | (61,915 | ) | $ | (306,270 | ) | $ | (15,285 | ) | ||||||||||||
Recapitalization shares contributed from reverse merger agreement
|
(84,526,666 | ) | (8,453 | ) | - | 8,453 | - | - | - | |||||||||||||||||||
Issuance pursuant to merger agreement for services - fair valued
|
32,500,000 | 3,250 | 321,750 | - | - | 325,000 | ||||||||||||||||||||||
Issuance per cash considerations in relation to the stockholder subscription
|
36,026,666 | 3,603 | (191,900 | ) | 523,997 | (102,200 | ) | - | 233,500 | |||||||||||||||||||
Net loss
|
- | - | - | - | - | (576,043 | ) | (576,043 | ) | |||||||||||||||||||
Balance, March 31, 2011 (unaudited) - restated
|
189,000,000 | 18,900 | - | 994,700 | (164,115 | ) | (882,313 | ) | (32,828 | ) |
For the three
|
For the three
|
From February 2, 2010
|
||||||||||
months ended
|
months ended
|
(Inception) to
|
||||||||||
March 31, 2011
|
March 31, 2010
|
March 31, 2011
|
||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||
Operating Activities:
|
||||||||||||
Net loss
|
$ | (576,043 | ) | $ | (1,125 | ) | $ | (882,313 | ) | |||
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||||||
Depreciation and amortization
|
- | - | - | |||||||||
Stock compensation
|
325,000 | - | 485,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Related parties
|
- | 125 | 2,975 | |||||||||
Advances to stockholder
|
(11,168 | ) | - | (15,537 | ) | |||||||
Prepaid expenses
|
183 | - | (1,634 | ) | ||||||||
Accrued expenses
|
121,358 | - | 163,706 | |||||||||
Net cash used by operating activities
|
(140,670 | ) | (1,000 | ) | (247,803 | ) | ||||||
Investing activities:
|
||||||||||||
Equipment
|
(78,800 | ) | - | (100,593 | ) | |||||||
Net cash used by investing activities
|
(78,800 | ) | - | (100,593 | ) | |||||||
Financing activities:
|
||||||||||||
Proceeds from common stock
|
233,500 | 1,000 | 364,485 | |||||||||
Net cash provided by financing activities
|
233,500 | 1,000 | 364,485 | |||||||||
Net change in cash
|
14,030 | - | 16,089 | |||||||||
Cash, beginning of period
|
2,059 | - | - | |||||||||
Cash, end of period
|
$ | 16,089 | $ | - | $ | 16,089 |
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
•
|
Level 1: Observable inputs such as quoted prices in active markets;
|
•
|
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
Three Months
|
From Inception to
|
|||||||
ended March 31,
|
March 31, 2010
|
|||||||
Loss available for common shareholder
|
$ | (576,043 | ) | $ | (1,125 | ) | ||
Basic and fully diluted loss per share
|
(0.00 | ) | (0.00 | ) | ||||
Weighted average common shares outstanding
|
188,577,778 | 188,000,000 |
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
March 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Machinery and equipment
|
$ | 100,593 | $ | 21,793 | ||||
Less accumulated depreciation
|
- | - | ||||||
Total equipment - net
|
$ | 100,593 | $ | 21,793 |
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
POWERDYNE INTERNATIONAL, INC.
|
(A Development Stage Company)
|
CONDENSED NOTES TO FINANCIAL STATEMENTS
|
March 31, 2011
|
Dale P. Euga
|
188,000,000 | |||
Arthur M. Read, II, Esq.
|
12,000,000 |
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 |
Not applicable.
|
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
|
POWERDYNE INTERNATIONAL, INC.
|
||
By:
|
/s/ Dale P. Euga
|
|
President and Principal executive officer
|
By:
|
/s/ Linda H. Madison
|
|
Principal financial officer
|
1.
|
I have reviewed this Form 10-Q/A of Powerdyne International, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 23, 2011
|
/s/ Dale P. Euga
|
Chief Executive Officer and
|
|
President
|
1.
|
I have reviewed this Form 10-Q/A of Powerdyne International, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: December 23, 2011
|
/s/Linda Madison
|
Chief Financial Officer and
|
|
Principal Accounting Officer
|
/s/ Dale Euga
|
|
President, Director,
|
|
Chief Executive Officer
|
/s/ Linda H. Madison
|
|
Chief Accounting Officer
|
|
Chief Financial Officer
|