PWDY 10-K & 10-Q changes, risk factors and insider trading
Powerdyne International, Inc. · OTC · Services-Computer Processing & Data Preparation · CIK 1435617 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
The Company qualifies as a smaller reporting company, as defined by § 229.10(f)(1) and is not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Governmental Regulations Regarding Crypto Currency”
Removed heading “Investment Company Act 1940”
Removed heading “New Operating Business:”
Largest changes
“Government regulation of block chain and crypto is being actively considered by the United States federal government via a number of agencies (including the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Commodities Future Trading Commission (“CFTC”), Federal Trade Commission (“FTC”), and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) and in other countries. …”see in full comparison
“The Company is dependent on the secure operation of our technology systems and those of our third-party service providers (such as cloud hosting, email, accounting software, and payment processors). We collect, process, and store limited amounts of sensitive data, including financial information, employee records, and customer data, which makes us a potential target for cyberattacks, such as phishing, malware, ransomware, unauthorized access attempts, denial-of-service attacks, or other malicious activities.”see in full comparison
“Governmental Regulations Regarding Crypto Currency”see in full comparison
“Given our small size, with only 9 employees and 4 consultants, we lack dedicated cybersecurity personnel or advanced in-house security infrastructure. We rely primarily on basic safeguards provided by third-party vendors, standard password protections, multi-factor authentication where available, periodic software updates, and employee awareness of common threats. These measures may not be sufficient to prevent all breaches or incidents, particularly as cyber-attack techniques continue to evolve and become more sophisticated.”see in full comparison
Full comparison: every changed paragraph (25)
ForThis
discussion contains forward-looking statements that involve risks and uncertainties that could cause actual results or events to differ
materially from those expressed or implied by such forward-looking statements as a descriptionresult of ourmany significantimportant accountingfactors, policiesincluding andthose
set anforth understandingin Part I of thethis significantAnnual factorsReport thaton influencedForm our10-K performance
duringunder the yearcaption ended“Risk DecemberFactors.” 31,Please 2024,see “Cautionary Note
Regarding Forward-Looking Statements” in Part I above. We do not undertake any obligation to update forward-looking statements
to reflect events or circumstances occurring after the date of this Annual Report. “Management’s Discussion and Analysis
of Financial Condition and Results of
Operations” (hereafter referred to as “MD&A”) should be read in conjunction
with the consolidated financial statements,
including the related notes, appearing in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2024
(this “Form 10-K”).
The
following discussion includes forward-looking statements. Please refer to the Forward-Looking Statements section of this Form 10-K for
important information about these types of statements.
During
the 1st quarter of 2019, Powerdyne International, Inc. purchased several crypto currency miners and began mining certain crypto coins.
This was to conservatively enter the crypto markets and explore other potential revenue producing opportunities for Powerdyne International,
Inc.
Governmental
Regulations Regarding Crypto Currency
Government
regulation of block chain and crypto is being actively considered by the United States federal government via a number of agencies (including
the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Commodities Future Trading Commission (“CFTC”),
Federal Trade Commission (“FTC”), and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department
of the Treasury) and in other countries. Other regulatory bodies are governmental or semi-governmental and have shown an interest in
regulating or investigating companies engaged in the block chain business (NASDAQ, NYSE, FINRA, state securities commissions).
Block
chain and crypto currency regulations are in a nascent state with agencies investigating businesses and their practices, gathering information,
and generally trying to understand the risks and uncertainties in order to protect investors in these businesses. Regulations will certainly
increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to the Company’s
businesses, or when they will be effective. Various bills have also been proposed in congress for adoption related to the Company’s
business which may be adopted and have an impact on it. As the regulatory and legal environment evolves, the Company may become subject
to new laws and further regulation by the SEC and other agencies, although the Company is not currently trading in digital assets and
has no intention to trade in digital assets. During the second quarter of 2023, the Company disposed of all of its crypto currency assets
and closed its wallet (or account) at a nominal loss.
Investment
Company Act 1940
Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to
regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of
investing or trading in securities. We have no intent to continue to engage in the business of buying and selling digital assets. In
the event we engage in such business that results in us holding passive investment interests in digital assets, we could be subject to
regulation under the 1940 Act. In such an event, we would be required to register as an investment company and incur significant registration
and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any
violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation
3a-2 of the 1940 Act.
The
value of the Cryptocurrency held by the Company is determined by the price of the Cryptocurrency as set forth by Bittrex, Inc., a U.S.
cryptocurrency platform, as of the last day of each of the Company’s financial quarters. In the event that the value of the Company’s
Cryptocurrency holdings exceeds forty percent (40%) of the Company’s total assets, the Company intends to sell that amount of its
Cryptocurrencies that will allow the Company to remain exempt under Regulation 3a-2 of the 1940 Act.”
As
of the year ended December 31, 2022, Powerdyne has stopped the mining of Sia coin and any crypto currency due to the lack of productivity
of its crypto miners. During the second quarter of 2023, the Company disposed of all of its crypto currency assets and closed its wallet
(or account) at a nominal loss.
New
Operating Business:
We
generated product revenue of $1,251,545$1,160,976 during the year ended December 31, 2024,2025, compared to $1,452,950$1,251,454 for the comparative year ended
December 31, 2023.2024. The decrease in revenues is due to lower demand from the 20242025 electiontariff uncertainty during the year where most of the
decrease is attributable
to slower sales at CM Tech. CM Tech is a motor manufacturer which are primarily used in the industrial robotics
for the semiconductor
manufacturing industry. All of CM Tech’s product revenue is generated from the sale of their motors. Frame
One provides custom
framing to local schools, colleges, artist guilds, artists, interior decorators, interior decorators / designers,
museums, photographers,
art galleries and theaters.theatres.
Cost of revenues decreased approximately 11.65%, which is consistent with the decrease in revenues. Cost of revenues of approximately $782,549 for 2025 compared to $885,697 for 2024. The decrease is attributable to lower cost of materials due to lower sales and one less employee for 2025 compared to 2024.
CostGross
of revenues decreased approximately 13% consistent with the decrease in revenues. Cost of revenues consists of materials of approximately
$496,903; payroll and payroll taxes of approximately $280,247 and the balance to shipping and freight of approximately $4,604 and other
miscellaneous cost allocations. Gross profit for the year ended December 31, 2024,2025, is $365,849$378,427 with a gross profit percentage of 32.60% (Gross profit for the year ended December
31, 2024 - $365,757 – Gross profit % was 29.23%
) and is expected to be maintained in a range of 29% to 35% for product revenue
sold.
During
the year ended December 31, 2024,2025, total operating expenses increased 5.9%6.1% to $545,335$629,837 from $515,000$545,335 compared to the year ended
December December
31, 2023.2024. The increase in operating expenses is due to the change in the Company’s auditor for the 2023-yearyear end. In 2024, operatingended
expenses consisted of employee salaries of approximately $130,000; health insurance of $27,212, rent expense of $59,000, legal2024 and accounting
foradditional $72,000, and consultantsexpenses for $44,000.preparing Thea balanceForm ofS-1 remainingfor operatinga expensescapital are made up of various miscellaneous charges such
as workers compensation, office supplies, computer expenses, etc.raise.
As
of December 31, 2024,2025, and 2023,2024, we had working capital deficits of $253,545$504,955 and $74,057,$253,544, respectively. We historically have satisfied
our liquidity requirements through cash generated from operations, subordinated related party promissory notes and issuance of equity
securities. However, with tariff uncertainty one of our largest clients has decreased its orders from the Company. We have obtained two
new customers in 2026 and are currently adding more customers to increase revenues for our business to offset our largest customer reduction
in purchases from the Company. The majority of our financing of operations comes from our CEO and majority owner. We expect that as our
revenues increase
that our cash flow from operations and working capital positions will continue to improve. A summary of our cash flows
resulting from
our operating, investing, and financing activities for the years ended December 31, 2024,2025, and 20232024 were as follows:
Cash
used by operating activities increaseddecreased to $203,925$192,005 during 2024,2025, as compared to $35,042$204,031 cash flow from operations in the prior year.
The The
increasedecrease was primarily due to a decrease in revenues for the year ended 20242025 compared to 2023.2024.
Cash
provided by financing activities was $165,500$193,808 during 2024,2025, as compared to $15,000$165,500 in the prior year. The Company obtained a line of
credit credit
from a local bank to assist with funding our losses due to the slow economic activity in 20242024, $165,000 utilized and in 2025 $54,250
drawn on the line of credit because of the electiontariff uncertainty in 2024.2024 Inand 2024,2025. During 2025, we obtained a total of $87,046 from
ourshort CEOterm fundedloans theand requiredanother working$40,000 capitalin deficitfinancing forfrom oura operations.related party.
We
believe that funds generated from operations, existing cash balances and, if necessary, related party short-term loans, are likely to
be sufficient to finance our working capital and capital expenditure requirements for the foreseeable future. We have and continue to
receive financing in the form of loans from our CEO and / or third-party financing in the form of debt or equity to provide our required
working capital. Our ability to meet our obligations and continue to operate as a going concern is highly dependent on our ability to
obtain additional financing. We are currently working towards filing a Form S-1 to raise additional capital, we cannot guarantee that
this capital raise will be successful. We cannot predict whether this additional financing will be in the form of equity or debt. The
financing financing
for these goals could come from further equity financing or could come from sales of securities and /or loans. If we are not
successful successful
in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us,
this could
have a material adverse effect on our business, results of operations liquidity and financial condition.
Cybersecurity Risks
The Company is dependent on the secure operation of our technology systems and those of our third-party service providers (such as cloud hosting, email, accounting software, and payment processors). We collect, process, and store limited amounts of sensitive data, including financial information, employee records, and customer data, which makes us a potential target for cyberattacks, such as phishing, malware, ransomware, unauthorized access attempts, denial-of-service attacks, or other malicious activities.
Given our small size, with only 9 employees and 4 consultants, we lack dedicated cybersecurity personnel or advanced in-house security infrastructure. We rely primarily on basic safeguards provided by third-party vendors, standard password protections, multi-factor authentication where available, periodic software updates, and employee awareness of common threats. These measures may not be sufficient to prevent all breaches or incidents, particularly as cyber-attack techniques continue to evolve and become more sophisticated.
A significant cybersecurity incident could result in material adverse consequences, including:
While we have not experienced any material cybersecurity incidents to date, there can be no assurance that our or our third-party providers’ security measures will prevent all future threats or that any incident would not have a material adverse effect on our reputation, financial condition, results of operations, or cash flows.
For a discussion of our cybersecurity risk management processes, strategy, and governance (including management and board oversight), see Item 1C, “Cybersecurity,” of this Form 10-K.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations - The six months ended June 30, 2026, compared to the six months ended June 30, 2025:”
New heading “Cost of Revenues”
New heading “Operating expenses”
New heading “Related-Party Transactions and Management Succession”
Largest changes
“The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had an accumulated deficit of $5,766,914, a working-capital deficit of approximately $545,503, and had incurred net losses of $258,617 for the six months ended June 30, 2026. The Company has historically financed its operations primarily through related-party advances, short-term convertible debt, draws under its line of credit, and limited operating cash flow. …”see in full comparison
“While management believes these plans are probable of being effectively implemented and will alleviate the substantial doubt about the Company’s ability to continue as a going concern, there can be no assurance that the Company will be successful in generating sufficient revenue, obtaining additional financing on acceptable terms, or that the GHS facility will be utilized in amounts sufficient to meet the Company’s obligations as they become due. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
“During the six months ended June 30, 2026, total operating expenses increased to $351,617 from $283,525 for the six months ended June 30, 2025. The majority of the increase is due to interest expense from the short term loan payable and default expenses for the 1800 Diagonal note of approximately $35,000 and the $33,000 from share based compensation accrued to third party consultants.”see in full comparison
“Results of Operations - The six months ended June 30, 2026, compared to the six months ended June 30, 2025:”see in full comparison
During the three months endedsee in full comparisonMarchJune31,30, 2026, we generated$171,025$255,595 in revenue, and during the three months endedMarchJune31,30, 2025, we generated$271,056$342,697 in revenue.RevenuesThereforhasCMbeenTech,anLLCoveralldecreased by approximately $100,031slowdown due tothetariffthreat of tariffsconcerns andeconomicsupplyuncertaintychain slowdowns due to geopolitical tensions.during the first quarter of 2026.Although management expects revenues to increase for CM Tech through the end of 2026.RevenuesAlso,for FrameourOnefounderLLCandwereCEOrelativelypassedflatawayforin the three months endedforJuneMarch 31,30, 2026,comparedwhich we have retained and added key personnel tothestabilizethreeandmonthsgrowendedourMarch 31, 2025.business.
Full comparison: every changed paragraph (41)
On
April 29, 2026, Jim O’Rourke, the Company’s Chief Executive Officer, passed away. The Company is in the process of implementing
its succession plan and evaluating the impact, if any, on its operations and financial results.
We are an operating company which has experienced losses since our inception. Our sources of cash to date have been capital invested by shareholders and venture capital investors/lenders. On March 6, 2022, the Company acquired CM Tech and received $1,207,168 in revenue from the new operation through to the end of December 31, 2022.
On March 6, 2022, pursuant to a Securities Purchase Agreement (the “SPA”), Powerdyne International, Inc. (the “Company”), acquired all of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability company, (the “Membership Interests”). The Membership Interest is owned by Mr. James F. O’Rourke, the former principal owner and sole director and officer of the Company. The purchase price paid by the Company was 2,000,000 shares of its Series A Preferred Stock valued at $1,500,000.
Included
with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business
since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, artists, interior decorators/designers,
museums, photographers, art galleries and theaters.
Results
of Operations - The three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025:
During
the three months ended MarchJune 31,30, 2026, we generated $171,025$255,595 in revenue, and during the three months ended MarchJune 31,30, 2025, we generated
$271,056$342,697 in revenue. RevenuesThere forhas CMbeen Tech,an LLCoverall decreased by approximately $100,031slowdown due to thetariff threat of tariffsconcerns and economicsupply uncertaintychain slowdowns due to geopolitical tensions.
during the first quarter of 2026. Although management expects revenues to increase for CM Tech through the end of 2026. RevenuesAlso, for
Frameour Onefounder LLCand wereCEO relativelypassed flataway forin the three months ended forJune March 31,30, 2026, comparedwhich we have retained and added key
personnel to thestabilize threeand monthsgrow endedour March 31, 2025.business.
During
the three months ended MarchJune 31,30, 2026, we incurred $131,752$160,365 in cost of revenues, and during the three months ended MarchJune 31,30, 2025, we incurred
generated $209,417$330,265 in cost of revenues. The cost of revenue decreased consistently with the decrease in revenues.
During
the three months ended MarchJune 31,30, 2026, we generated $39,273$95,230 in gross profits, and during the three months ended MarchJune 31,30, 2025, we generated
generated $61,639$12,432 in gross profit. Gross profit marginincreased wasdue consistentcost atreductions approximatelydespite 23%the compareddecrease in revenues. In the prior year, there were adjustments to theinventory threeto monthsactual endedand other inventory related expenses that were of one-time
March 31, 2026.nature.
During
the three months ended MarchJune 31,30, 2026, total
operating expenses increased to $159,520$233,602 from $116,773$168,471 for the threesix months ended MarchJune 31, 30,
2025. TheCosts increase isincreased due to additionalinterest expenses
for completingand variousconsulting financing agreements.expenses.
For the three months ended June 30, 2026, the Company had a net loss of $138,371 and for June 30, 2025, there was a loss of $156,039, respectively.
Results of Operations - The six months ended June 30, 2026, compared to the six months ended June 30, 2025:
Revenues
During the six months ended June 30, 2026, we generated $426,620 in revenue, and during the six months ended June 30, 2025, we generated $612,035 in revenue. Revenues decrease by approximately $185,415 mostly in the second three months of 2026 due to supply chain disruptions and due to our CEO passing away. We have retained and added key personnel to stabilize and grow our business.
Cost of Revenues
During the six months ended June 30, 2026, we incurred $333,620 in cost of revenues, and during the six months ended June 30, 2025, we incurred $539,682 in cost of revenues.
Gross Profit
During the six months ended June 30, 2026, we generated $93,000 in gross profits, and during the six months ended June 30, 2025, we generated $72,353 in gross profit.
Operating expenses
During the six months ended June 30, 2026, total operating expenses increased to $351,617 from $283,525 for the six months ended June 30, 2025. The majority of the increase is due to interest expense from the short term loan payable and default expenses for the 1800 Diagonal note of approximately $35,000 and the $33,000 from share based compensation accrued to third party consultants.
For the six months ended June 30, 2026, the Company had a net loss of $258,617 and for June 30, 2025, there was a loss of $211,173, respectively.
For the three months ended March 31, 2026, the Company
had a net loss of $120,246 and for March 31, 2025, there was a loss of $55,134, respectively. We expect that the Company will continue
to generate increases in revenues so that we become profitable and cash flow positive by acquiring new customers and / or adding increased
sales to existing customers. However, there is no guarantee that we can achieve these results.
As
of MarchJune 31,30, 2026, and December 31, 2025, we had working capital deficits of $507,700$545,503 and $504,954,$560,776, respectively.
For
the threesix months ended MarchJune 31,30, 2026, we had aan $23,111approximately decrease$25,000 increase in cash compared tofrom the year-ended December 31, 2025, due to continued
economic uncertainty and approximately $100,000 decrease in revenues at CM Tech.2025.
The decrease in cash flow from operations of approximately
$14,000 is consistent with the decrease in cash and decrease in revenues at CM Tech.
Financing
Activities:
On
May 30th, 2024, CM Technology, LLC (“CM Tech”) a wholly owned subsidiary of the Company entered into a line of credit with
a financial institution that has national scope through one of their local branches. The line of credit is for a maximum of $170,000
which is collateralized and has a security interest in the deposit account or cash, inventories and trade accounts receivable of CM Tech
and is due and payable on demand. Our CEO has personally guaranteed the line of credit. The Company paid a $450 documentation fee. On
March 12, 2025, CM Tech was approved for an additional increase in the line of credit to $220,000.$250,000. The additional increase in the line
of credit does not change any terms from the original agreement as of May 30th, 2024. As of MarchJune 31,30, 2025, the Company has drawn $220,000$244,950
to finance working capital. The Company is not in default on the line of credit. The Company accrues monthly interest on outstanding
balances at 2.5% plus the prime interest rate.
As
of MarchJune 31,30, 2026, CM Tech has cash of $7,973,$53,785, trade accounts receivable at $3,655$39,823 and inventories of $40,855$39,678 collateralized against
the line of credit creating a security interest.
On
June 23, 2025, Powerdyne InternationalInternational, Inc. (“Powerdyne InternationalInternational, Inc.” or the “Company”) (OTCPK: PWDY) entered
into an investment agreement (the “Agreement”) with GHS Investments, LLC (the “Investor”), whereby the Investor
has agreed to invest up to $10,000,000 to purchase shares of our common stock. GHS Investments LLC is a Nevada limited liability company,
with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).
On April 22, 2026, we issued a Common Stock Purchase Warrant with Quick Capital, LLC a Wyoming limited liability company with an office located at 66 West Flagler Street900- # 2292 Miami, FL 33130 (the “Investor”), or the “Selling Security Holder”.
The Common Stock Purchase Warrant (the “Warrant”) certifies that, for value received in connection with the funding of that certain convertible promissory note dated April 22, 2026, in the original principal amount of $71,022.72 issued by the Company to the Lender (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender,” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time during the Exercise Period, to purchase from Powerdyne International, Inc., a Delaware corporation (the “Company”), up to 3,551,136 shares of Common Stock (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the Company as of the Issuance Date pursuant to the Note Purchase Agreement dated April 22, 2026, between the Company and the Lender (the “Purchase Agreement”).
Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean) $0.01 per share subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. Eastern Standard Time on the five-year anniversary of such date.
On May 28, 2026, by and between Powerdyne International, Inc., a Delaware corporation, with its address at 45 Main Street, North Reading, Massachusetts 01864 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”). Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a convertible promissory note of the Company, in the aggregate principal amount of $67,000.00 On April 16, 2026, April 30 and May 13,2026, we received 3 noninterest bearing advances from a stockholder in the amount of $2,250, $2,225 and $2,200, to be repaid at a later date. The balance of this advance as of June 30, 2026, was $6,675.00 The total Balance as of June 30, 2026, was $31,175.
Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had an accumulated deficit of $5,766,914, a working-capital deficit of approximately $545,503, and had incurred net losses of $258,617 for the six months ended June 30, 2026. The Company has historically financed its operations primarily through related-party advances, short-term convertible debt, draws under its line of credit, and limited operating cash flow. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued. Management’s plans to alleviate the substantial doubt include:
While management believes these plans are probable of being effectively implemented and will alleviate the substantial doubt about the Company’s ability to continue as a going concern, there can be no assurance that the Company will be successful in generating sufficient revenue, obtaining additional financing on acceptable terms, or that the GHS facility will be utilized in amounts sufficient to meet the Company’s obligations as they become due. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Related-Party Transactions and Management Succession
During the three months ended June 30, 2026, the Company’s founder, sole director, and Chief Executive Officer, James F. O’Rourke, passed away. Following his death, the Company appointed Tony Carchide as President and Chief Financial Officer (Principal Executive Officer). The Company has retained and added key personnel to stabilize operations and support continued growth of its CM Tech and Frame One businesses.
As of June 30, 2026, the Company owed $273,591 to the estate of the former CEO (December 31, 2025 – $250,591). The increase of $23,000 during the six months ended June 30, 2026, represents additional advances provided to fund operations prior to his passing. These amounts are non-interest-bearing, due on demand, and are recorded as a current liability under “Due to related party – CEO.” Management is in the process of reviewing the status of these obligations with the estate and has not yet finalized any settlement, repayment schedule, or formal assumption arrangements. In addition, as of June 30, 2026, the Company had outstanding non-interest-bearing advances from other related parties totaling $71,175 (December 31, 2025 – $40,000). This balance includes a $40,000 advance received in April 2025 from an individual who currently serves as Vice President of the Company, as well as smaller advances totaling $31,175 received from a stockholder during the first and second quarters of 2026. All of these advances are due on demand and are classified as current liabilities.
The Company’s $250,000 line of credit remains personally guaranteed by the former CEO. Management is evaluating the impact of his passing on the guarantee and is in discussions with the lender regarding any required amendments or replacement guarantees. All related-party transactions are conducted in the ordinary course of business. The Company believes the terms of these arrangements are comparable to those that would be available from unaffiliated third parties; however, there can be no assurance that similar financing will continue to be available from related parties in the future.
On
March 3 and March 25, 2026, we received 2 noninterest bearing advances from a stockholder in the amount of $3,000 and $21,500, to be
repaid at a later date. The balance of this advance as of March 31, 2026, was $24,500.
During
the three months ended March 31, 2026, the Company’s CEO provided $23,000 to fund our operations.
PWDY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PWDY (13F)
None of the 59 investors we track reported a position in their latest 13F.