UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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POWERDYNE
INTERNATIONAL, INC.
(Name
of Registrant as Specified in its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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POWERDYNE
INTERNATIONAL, INC.
45
Main Street
North
Reading, Massachusetts 01864
(401)
739-3300
December
[●], 2024
TO
THE STOCKHOLDERS OF POWERDYNE INTERNATIONAL, INC.:
THIS
IS A NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTERS DESCRIBED HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.0001 per share, of
Powerdyne International, Inc., a Delaware corporation (the “Company”), pursuant to Section 228 of the Delaware General Corporation
Law, Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule
14C thereunder, in connection with the approval of the following actions taken by the Company’s Board of Directors (the “Board”)
and by written consent of the holders of a majority of the voting power of the issued and outstanding capital stock of the Company:
|
1. |
To
amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of
common stock from 2,000,000,000 to 3,000,000,000 (the “Authorized Share Increase”). |
The
purpose of the Information Statement is to notify our stockholders that on November 22, 2024, stockholders holding a majority of the
voting power of our issued and outstanding shares of capital stock executed a written consent approving the Corporate Actions.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Delaware law and
our Certificate and Bylaws. As a result, no further action by any other stockholder is required to approve the Corporate Actions, and
we have not solicited, and will not be soliciting, your approval of the Corporate Actions. Notwithstanding, the holders of our common
stock of record at the close of business on November 22, 2024, are entitled to notice of the stockholder action by written consent.
This
notice and the accompanying Information Statement are being mailed to our holders of common stock of record as of November 22, 2024,
on or about December [●], 2024. This notice and the accompanying Information Statement shall constitute notice to you of the
action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act and in accordance with Delaware law and our
bylaws.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THE ACCOMPANYING INFORMATION STATEMENT. WE ARE
NOT ASKING FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
December
[●], 2024 |
By
Order of the Board of Directors of |
|
POWERDYNE
INTERNATIONAL, INC. |
|
|
|
/s/
James F. O’Rourke |
|
James
F. O’Rourke |
|
Chief
Executive Officer |
POWERDYNE
INTERNATIONAL, INC.
45
Main Street
North
Reading, Massachusetts 01864
(401)
739-3300
Information
Statement Pursuant to Section 14C
of
the Securities Exchange Act of 1934
This
Information Statement is being mailed on or about December [●], 2024, to all holders of record on November 22, 2024 (the “Record
Date”) of the common stock, $0.0001 par value per share (the “Common Stock”), of POWERDYNE INTERNATIONAL, INC., a Delaware
corporation (“PWDY” or the “Company”), in connection with the approval of the following actions taken by the
Board of Directors of the Company (the “Board”) and by written consent of the holders of a majority of the voting power of
PWDY’s issued and outstanding capital stock (the “Approving Stockholders”):
|
1. |
To
amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of
common stock from 2,000,000,000 to 3,000,000,000 (the “Authorized Share Increase”), and |
On
November 22, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes
of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described
in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and our bylaws. On November 22, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders
(common stock only) own common and preferred shares, representing 54% of the total issued and outstanding voting power of the Company.
Since
the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have
voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken. We expect
that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement
and the accompanying notice are mailed to our stockholders. Our Board retains the authority to abandon either or both of the Corporate
Actions for any reason at any time prior to the effective date of the respective Corporate Action.
NOTICE
PURSUANT TO SECTION 228 — Pursuant to Section 228 of the DGCL, we are required to provide prompt notice of the taking of corporate
action by written consent to our stockholders who have not consented in writing to such action. Section 228 permits a Delaware corporation
to take a corporate action that requires stockholder approval without holding a stockholder meeting if the corporation: (a) obtains the
written consent of those stockholders who would have been entitled to cast at least the minimum number of votes that would be necessary
to authorize or take such action at a stockholders meeting and (b) gives prompt notice of the corporate action to those stockholders
who do not consent in writing. By written consent dated November 22, 2024, the Approving Stockholders of the Company as of the
Record Date who would have been entitled to cast at least the minimum number of votes necessary to authorize such action at a meeting
of stockholders authorized by the Corporate Actions.
Because
the Corporate Actions have already been approved by the holders of a majority of the voting power of the Company’s outstanding
shares of capital stock, you are not required to take any action. This Information Statement provides you notice that the Corporate Actions
have been approved. You will receive no further notice of the approval or of the effective date of each of the Corporate Actions other
than pursuant to reports which the Company will be required to file with the Securities and Exchange Commission (the SEC”) in the
future.
The
Company’s Common Stock is quoted on the OTC: PINK tier of the OTC Markets Group Inc. under the symbol “PWDY.”
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this Information
Statement. As of the Record Date, our authorized securities consist of (i) 2,000,000,000 shares of Common Stock, par value $0.0001 per
share, of which 1,884,930,584 common shares were issued and outstanding, and (ii) 20,000,000 shares of preferred stock, $0.0001 par value
per share, of which 2,000,000 shares of Series A Convertible Preferred Stock were issued and outstanding ‘
Holders
of our Common Stock are entitled to one vote per share. Holders of Series A Preferred Stock are entitled to one thousand (1,000) votes
per share and on all the issues presented to stockholders. Accordingly, the Approving Stockholders (some who own common and preferred
stock) hold ___% of the Company’s voting power.
EXPENSES
The
costs of preparing, printing, and mailing this Information Statement will be borne by the Company.
STOCKHOLDERS
SHARING AN ADDRESS
We
will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder can notify
us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address or phone number
set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive
only one, such stockholders can notify us at the address or phone number set forth above.
DISSENTERS’
RIGHTS
Under
the DGCL, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to any of the Corporate Actions
and we will not independently provide our stockholders with any such rights.
INTEREST
OF CERTAIN PERSONS IN THE CORPORATE ACTIONS
No
officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in any of the Corporate Actions
that is not shared by all of our other stockholders.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
PROPOSAL
1
INCREASE
IN AUTHORIZED SHARES OF COMMON STOCK TO 3,000,000,000 FROM 2,000,000,000
On
November 22, 2024, our Board of Directors and the Stockholders of a majority of the Company’s voting shares approved the Authorized
Share Increase.
The
effective date of the Authorized Share Increase will be determined at the sole discretion of the Board of Directors and will be publicly
announced by us. The Authorized Share Increase will become effective upon the filing of a certificate of amendment to the Certificate
relating to the Authorized Share Increase with the Secretary of State of the State of Delaware. The Board of Directors may determine,
in its sole discretion, not to affect the Authorized Share Increase and not to file any amendment to our Certificate.
Our
Board believes it is in PWDY’s best interests to increase the number of authorized shares of Common Stock in order to give us greater
flexibility in considering and planning for future corporate needs, including, but not limited to, potential strategic transactions,
including mergers, acquisitions and business combinations, stock dividends, grants under equity compensation plans, stock splits or financings,
as well as other general corporate transactions. The Board believes that additional authorized shares of Common Stock will enable us
to take timely advantage of acquisition opportunities that become available to us, as well as market conditions and favorable financing.
We do not have any definitive plans, arrangements, understandings, or agreements regarding the issuance of the additional shares of Common
Stock that will result from the adoption of Authorized Share Increase. Except as otherwise required by law, the newly authorized shares
of Common Stock will be available for issuance at the discretion of our Board (without further action by our stockholders) for various
future corporate needs, including those outlined above. While effecting the Authorized Share Increase would not have any immediate dilutive
effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares
of our Common Stock may, among other things, dilute the earnings per share of our Common Stock and the equity and voting rights of those
holding equity at the time the additional shares are issued.
Any
newly authorized shares of Common Stock will be identical to the shares of Common Stock that are now authorized and outstanding. The
Authorized Share Increase will not affect the rights of current holders of our Common Stock, none of whom have preemptive or similar
rights to acquire the newly authorized shares.
Board
Discretion to Implement the Authorized Share Increase
The
Board will implement the Authorized Share Increase only upon a determination that the Authorized Share Increase is in the best interests
of the stockholders at that time. The Board of Directors may determine, in its sole discretion, not to affect the Authorized Share Increase
and not to file any amendment to our Certificate.
Effective
Time
The
effective time of the Authorized Share Increase, if the proposed Authorized Share Increase is implemented at the direction of the Board,
will be the date and time that the certificate of amendment affecting the Authorized Share Increase is filed with the Delaware Secretary
of State or such later time as is specified therein. The exact timing of the Authorized Share Increase will be determined by our Board
based on its evaluation as to when such action will be the most advantageous to PWDY and its stockholders, and the effective date will
be publicly announced by PWDY. The Authorized Share Increase may be delayed or abandoned without further action by the stockholders at
any time prior to the effectiveness of the related certificate of amendment filed with the Delaware Secretary of State, notwithstanding
the Authorizing Stockholder’s approval of the Authorized Share Increase, if the Board, in its sole discretion determines that it
is in the best interests of the Company and its stockholders to delay or abandon the Authorized Share Increase.
DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors
and Executive Officers
The
following table sets forth the names, ages, and positions with us for each of our directors and officers as of December 31, 2022:
Name |
|
Age |
|
Position |
|
Since |
James
F.O ‘Rourke |
|
69 |
|
President,
Secretary, CFO and Director |
|
May
6, 2016 |
James
F. O’Rourke serves as Chief Executive Officer and Director of the Company. He attended Lowell Technological Institute. With
over thirty-five years’ experience in manufacturing from design conception to production as well as in acquisitions, mergers and
managing the operational side of startup businesses, Mr. O’Rourke (the Vice Present and General Manager of SatCon Technology Corporation,
the Manager of Drive Systems for its Applied Technology business unit and the Manager of its Magmotor business unit) was responsible
for SatCon’s day-to-day operation and subsequently was instrumental in the formation of SatCon’s successor: SatCon Power
Systems. Mr. O’Rourke then founded CM Technology (which designs and manufactures custom motors for the automotive, industrial,
and robotic markets as well as high power rotary uninterruptable power supplies (RUPS) for the distributed generation, industrial, telecommunication,
cloud data center and power quality markets). Mr. O’Rourke, who is still actively involved in CM, joined Powerdyne as a consultant
in 2013 and was elected its CEO and a Director in 2014. Due to Mr. O’Rourke’s knowledge of our industry and his manufacturing
experience we selected him to serve as a director.
Audit
Committee
Powerdyne
does not presently have an Audit Committee and the Board of Director (the “Board”) acts in such capacity for the immediate
future due to the limited size of the Board. Powerdyne intends to increase the size of its Board in the future, at which time it may
appoint an Audit Committee.
In
lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting
and the external audits of Powerdyne, to provide to the Board of Director the results of its examinations and recommendations derived
there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide
to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters
that require Board attention.
Compensation
Committee
Powerdyne
does not presently have a Nominating Committee and the Board acts in such capacity for the immediate future due to the limited size of
the Board. Powerdyne intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The
Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided
to the executive officers and directors of Powerdyne, including stock compensation, and bonus compensation to all employees.
Nominating
Committee
Powerdyne
does not have a Nominating Committee and the Board acts in such a capacity.
Code
of Conduct and Ethics
To
date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the
Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We
expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results
in the acquisition of an on-going business and thereby commences operations.
Indemnification
of Executive Officers and Directors
Our
articles provide to the fullest extent permitted by Delaware Law, wherein our directors or officers shall not be personally liable to
the Company or our stockholders for damages for breach of such directors or officers’ fiduciary duty. The effect of this provision
of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf
of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including
breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that
the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.
Delaware
corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of
that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against
expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable
cause to believe his conduct was unlawful.
CONFLICTS
OF INTEREST - GENERAL
Our
sole director and officer is, or may become, in his individual capacities, an officer, director, controlling shareholder and/or partner
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things,
time, efforts, and corporation opportunity, involved in participation with such other business entities. While our sole officer and director
of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be
necessary.
CONFLICTS
OF INTEREST - CORPORATE OPPORTUNITIES
Presently
no requirement is contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business
to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty
of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director
or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and
director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity
from any affiliate or any client of any such person.
EXECUTIVE
COMPENSATION
Executive
compensation during the years ended December 31, 2023, 2022, and 20210 were as follows:
| |
| | |
Annual | | |
Annual | | |
Stock | | |
| | |
All | | |
Annual | |
| |
| | |
Payments | | |
Payments | | |
And | | |
Compensation | | |
Other | | |
Compensation | |
Name/Position | |
Year | | |
Salary | | |
Made | | |
Options (1) | | |
Plans | | |
Compensation | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
James F. O’Rourke | |
2023 | | |
$ | 110,000 | | |
$ | 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 110,000 | |
Chief Executive Officer and Director | |
2022 | | |
$ | 60,000 | | |
$ | 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 60,000 | |
| |
2021 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | |
Employment
Agreement
We
do not have any employment agreements with our officers.
Stock
Option Plan
Under
the Company’s 2014 Stock Option Plan, no options have been granted.
Outstanding
Equity Awards at Fiscal Year-End
There
were no Equity Awards during the fiscal year ended December 31,2023, and 2022, respectively.
Employee
Pension, Profit Sharing, or other Retirement Plans
We
do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans
in the future.
Director’s
Compensation
At
present we do not pay our directors for attending meetings of our Board of Directors, although we expect to adopt a director compensation
policy by the end of the current year.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth as of November 22, 2024, the number and percentage of the outstanding shares of common stock, which, according
to the information available to us, were beneficially owned by:
(i) |
each
person who is currently a director, |
|
|
(ii) |
each
executive officer, |
|
|
(iii) |
all
current directors and executive officers as a group, and |
|
|
(iv) |
each
person who is known by us to own beneficially more than 5% of our outstanding common stock. |
Except
as otherwise indicated, the persons named in the tables below have sole voting and dispositive power with respect to all shares beneficially
owned, subject to community property laws where applicable.
COMMON STOCK | |
| |
Number of Shares of | | |
Percent of | |
Name | |
Position | |
Common Stock | | |
Class (*) | |
| |
| |
| | |
| |
James F. O’Rourke (1) | |
Chief Executive Officer and Director | |
| 215,971,399 | | |
| 11 | % |
Arthur M. Read, II, Esq. (2) | |
Shareholder | |
| 276,446,194 | | |
| 15.4 | % |
Eric Foster (3) | |
Shareholder | |
| 135,000,000 | | |
| 7.2 | % |
Linda H. Madison (4) | |
Shareholder | |
| 120,166,667 | | |
| 6.4 | % |
Total owned by officers and directors (1) | |
| |
| 2215,971,399 | | |
| 11 | (5)% |
(*)
Based upon 1,884,930,584 shares outstanding.
Name and Address(1) | |
Title
of Class | |
Number of Shares Beneficially Owned | | |
Percent of Class | |
James F. O’Rourke | |
Series A Preferred (5) | |
| 2,000,000 | | |
| 100 | % |
(1)
Addresses for all officers and directors are 45 Main Street North Reading MA 01864
(2)
Mr. Read, II Esq address is 145 Phenix Ave Warwick, RI 02886
(3)
Mr. Foster’s address is 45 Main Street North Reading MA 01864
(4)
Ms. Madison’s address is 45 Phenix Ave Warwick, RI 02886
(5)
Series A Preferred stock is entitled to one thousand (1,000) votes per share on all matters presented to stockholders for action.
As a result, 2,000,000 Series A Preferred Shares together with Mr. O’Rourke’s 215,971,399 common shares, represents 54% of
the voting percentage on a fully diluted vote per share basis.
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Related
Party Advances
During
the year ended December 31, 2023, the Company’s CEO advanced $15,000 (2021 - $60,000). Due to related party - CEO on December 31,
2022, and December 31, 2021, was $223,079 and $153,900, respectively. The debt is unsecured and is not guaranteed by the Company. The
CEO can call debt obligation at any time.
Employee
Benefit Plans
We
have an employee benefit plan and a stock option plan.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Exchange Act, and in accordance therewith, file reports, information statements and
other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information
filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, DC 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov)
that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the
EDGAR (Electronic Data Gathering, Analysis and Retrieval) system.
You
may request a copy of documents filed with or furnished to the SEC by us, at no cost, by writing to PWDY, 45 Main Street, North Reading,
MA 01864, Attn: Corporate Secretary, or by calling the Company at (401) 739-3300.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If
hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders
who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate
copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and
(iii) the address to which the Company should direct the additional copy of the Information Statement, to PWDY, 45 Main Street North
Reading MA 01864, Attn: Corporate Secretary, or by calling the Company at (401) 739-3300.
If
multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would
prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at,
the address and phone number in the preceding paragraph. Additionally, if current stockholders with a shared address received multiple
copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to
stockholders at the shared address, notification of such request may also be made by mail or telephone to the address or phone number
provided in the preceding paragraph.
MISCELLANEOUS
Additional
copies of this Information Statement may be obtained at no charge by writing to us at c/o PWDY, 45 Main Street, North Reading, MA 01864,
Attn: Corporate Secretary, or by calling the Company at (401) 739-3300.
NO
ADDITIONAL ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THESE ACTIONS.
|
POWERDYNE
INTERNATIONAL, INC. |
|
|
|
/s/
James F. O’Rourke |
|
James
F. O’Rourke |
December
[●], 2024 |
Chief
Executive Officer |
Powerdyne (PK) (USOTC:PWDY)
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