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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 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 000-53259

 (Exact
name of registrant as specified in its charter)

 Delaware

 20-5572576

 State
 or other jurisdiction of

 I.R.S.
 Employer

 incorporation
 or organization

 Identification
 No.

 Main Street

 North
 Reading, Massachusetts

 01864

 (Address
 of principal executive offices)

 (Zip
 Code)

 (Registrant's
telephone number, including area code: (401) 739-3300

 Securities
registered pursuant to Section 12(b) of the Act: None

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large, accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of Exchange Act.

 Large,
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As
of December 31, 2023, the aggregate market value of the registrant's voting common stock held by non-affiliates of the registrant
was $ 800,459. The registrant's stock does not trade. Therefore, the market value for the stock was valued at $0.0001, its par value.
The registrant has no non-voting stock.

 As
of April 22, 2024, the registrant had 1,884,930,584 shares of common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive proxy statement pursuant to Regulation 14A in connection with the 2024 annual meeting of shareholders
are incorporated by reference into Part III of this Form 10-K. The proxy statement will be filed with the SEC not later than 120 days
after the registrant's fiscal year ended December 31, 2023.

 TABLE
OF CONTENTS

 Page

 CAUTIONARY
 NOTE REGARDING FORWARD-LOOKING STATEMENTS

 ii

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Reporting Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits;
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains statements which constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our expectations or
beliefs concerning future events, including the following: any statements regarding future sales, costs and expenses and gross
profit percentages; any statements regarding the continuation of historical trends; any statements regarding expected capital
expenditures; and any statements regarding the sufficiency of our cash balances and cash generated from operating and financing
activities for future liquidity and capital resource needs, and are usually denoted by words or phrases such as
"believes," "plans," "should," "expects," "thinks,"
"projects," "estimates," "anticipates," "will likely result," or similar
expressions. We wish to caution readers that all forward-looking statements are necessarily speculative and not to place undue
reliance on forward-looking statements, which speak only as of the date made, and to advise readers that actual results could vary
due to a variety of risks and uncertainties, some of which are discussed in this report in the Part I, Item 1A. Risk Factors, Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report. While no list of assumptions, risks, or uncertainties could be complete,
some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking
statements include:

 competitive and cyclical factors relating to our businesses;

 specifically with respect to our CM Tech's dependence on key customers and availability of raw materials;

 requirements of and our access to capital;

 our ability to continue to make acquisitions and to successfully integrate and operate acquired businesses;

 risks of downturns in general economic conditions and in the motor and retail industries that could affect our business segments;

 technological developments;

 our ability to attract and retain key personnel;

 product liabilities in excess of insurance;

 changes in governmental regulation and oversight;

 current federal regulatory issues and policies;

 domestic or international hostilities and terrorism; and

 the future trading prices of our common stock.

 We
caution you that the foregoing list of factors may not contain all of the factors that could cause actual results or other future events,
circumstances, or aspirations to differ from those in forward-looking statements.

 Any
forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. We undertake no obligation
to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise
required by applicable securities laws.

 We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place
undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have included important cautionary statements in this Annual Report on Form 10-K,
particularly in the "Risk Factors" section, that we believe could cause actual results or events to differ materially from
the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures, or investments we may make.

 References
to "Powerdyne", "the Company", "the company", "we," "our" and "us"
refer to Powerdyne International Inc., unless the context otherwise requires.

 ii

 ITEM
1: BUSINESS

 Our
History

 Our
company was incorporated in the State of Delaware in September 2006 and was formerly known as Greenmark Acquisition Corporation ("Greenmark").
On February 7, 2011, Greenmark Acquisition Corporation and Powerdyne, Inc., a Nevada corporation ("Powerdyne Nevada"), merged
with Greenmark as the surviving company. Powerdyne Nevada was formed in February 2010 in the State of Nevada and had limited operations
until the time of its combination with Greenmark. As part of the merger, Greenmark Acquisition Corporation, the surviving entity, changed
its name to Powerdyne International, Inc. prior to the merger, Greenmark did not have any ongoing business or operations and was established
for the purpose of completing mergers and acquisitions with a target company, such as Powerdyne Nevada.

the quarter ended March 31, 2019, Powerdyne International, Inc. purchased several crypto currency miners and began mining certain crypto
coins. This was completed to enter the crypto markets and explore other potential revenue opportunities for Powerdyne International,
Inc.

 On
March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"),
acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability
company, (the "Membership Interests"). The Membership Interests was owned by Mr. James F. O'Rourke, the 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 The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting
of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the
stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the
holders of Common Stock as a single class.

 Overview

 Creative
Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business
for over 19 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and
custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche
motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor
manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory
automation robots.

 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, interior decorators/designers,
museums, photographers, art galleries and theaters.

 Segment
Reporting

 ASC
Topic 280, " Segment Reporting," requires use of the "management approach" model for segment reporting.
The management approach model is based on the way a Company's management organizes segments within the Company for making operating
decisions and assessing performance.

 We
primarily service the Original Equipment Manufacturers (OEM's) in the semiconductor market by supplying custom designed motors
for the robotics used in semiconductor manufacturing equipment. We also provide custom picture framing under Frame One. We consider both
businesses to operate as our own business for reporting purposes. We provide cost-effective value-added turn-key solutions to our clients'
drives and articulation needs.

 The

 We
service Global Semiconductor Equipment Manufacture's our Sales to International customers were 32% and 68% of our total sales in
2023 and 2022, respectively.

 Suppliers

 We
have developed a strong collaborative relationship with a select few ISO Certified component manufacturers both domestically and in Asia.
These strategic relationships have been developed over the past 20 years, which ensure that we are able to maintain a steady flow of
components while maintaining a high level of quality. With these relationships we are able to run a production base on a just-in-time
inventory (JIT) allowing us to keep a minimum amount of inventory.

 Foreign
Trade Regulations

 A
large portion of the products we distribute are manufactured in Asia, including China. The purchase of goods manufactured in foreign
countries is subject to several risks, including economic disruptions, including recent disruptions caused by the COVID-19 pandemic,
transportation delays and interruptions, foreign exchange rate fluctuations, imposition of tariffs and import and export controls, and
changes in governmental policies, any of which could have a material adverse effect on our business and results of operations.

 From
time to time, protectionist pressures have influenced U.S. trade policy concerning the imposition of significant duties or other trade
restrictions upon foreign products. We cannot predict whether additional U.S. customs quotas, duties, taxes or other charges or restrictions
will be imposed upon the importation of foreign components in the future or what effect any of these actions would have on our business,
financial condition, or results of operations. During 2023, we remained impacted by tariff costs on certain products imported from China,
which went into effect as of July 6, 2018. However, we also have been able to share the increases with our customers to help mitigate
these costs.

 Our
ability to remain competitive with respect to the pricing of imported components could be adversely affected by increases in tariffs
or duties, changes in trade treaties, strikes in air or sea transportation, and possible future U.S. legislation with respect to pricing
and import quotas on products from foreign countries. For example, it is possible that political or economic developments in China, or
with respect to the United States' relationship with China, could have an adverse effect on our business. Our ability to remain
competitive also could be affected by other governmental actions related to, among other things, anti-dumping legislation and international
currency fluctuations. While we do not believe that any of these factors adversely impact our business at present, we cannot be assured
that these factors will not materially adversely affect us in the future. Any significant disruption in the delivery of merchandise from
our suppliers, substantially all of whom are foreign, could have a material adverse impact on our business and the results of operations.

 Employees

 We
have one executive officer. We have 9 full-time employees, and 5 consultants including legal, accounting, and information technology.

 Available Information

 We
maintain a website ( but we are not including the information contained on this website as a
part of, or incorporating it by reference into, this annual report on Form 10-K. We make available free of charge through this website
our annual reports, quarterly reports and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable
after we electronically file that material with, or furnish the material to, the Securities and Exchange Commission. Information contained on our website is not incorporated into this Annual Report on Form 10-K.

 Any information contained on our website, or any other websites referenced in this Form 10-K is not incorporated
by reference into this Form 10-K and should not be considered a part of this Form 10-K.

 ITEM
1A. 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.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None

 ITEM
2: PROPERTIES

 Our
corporate headquarters are in a full-service office suite located in a building in North Reading, Massachusetts, consisting of approximately
5,000 square feet of retail, manufacturing, and office space. We believe that our existing facilities are suitable and adequate and that
we have sufficient capacity to meet our anticipated needs.

 ITEM
3: LEGAL PROCEEDINGS

 In
the ordinary course of business, we may become involved in legal proceedings from time to time. As of the date of this report, we are
not aware of any material pending legal proceedings.

 ITEM
4: MINE SAFTY DISCLOSURES

 Not
Applicable

 ITEM
5: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information

Information

 On
November 13, 2012, our common stock was approved for quotation on the OTC Markets under the symbol "PWDY".

 On
September 30, 2019, the SEC, pursuant to Section 12(j), revoked the Company registration under Section 12 of the Securities Act of 1933,
as amended. Accordingly, the Company's common stock has not traded since that date. The last price of our common stock as quoted on the OTC Bulletin Board on September
30, 2019, was $0.0004.

 On
February 6, 2023, FINRA approved Powerdyne International Inc. to begin trading again under the ticker symbol PWDY. From February 6,
2023, to December 31, 2023, Powerdyne has traded in a range from $0.02 to $0.0005.

 Dividends
and Dividend Policy

 We
have never paid nor declared any cash dividends on our common stock to date, and do not anticipate paying such cash dividends in the
foreseeable future. Whether we declare and pay dividends is determined by our Board of Directors at their discretion, subject to
certain limitations imposed under Delaware corporate law. The timing, amount, and form of dividends, if any, will depend on, among
other things, our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of
Directors. We are not aware of any contractual or similar restrictions that limit our ability to pay dividends, currently or in the
future. See ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Equity
Compensation Plan Information

 Our
board of directors adopted the 2014 Stock Option Plan (the "Plan") in 2014 to promote our long-term growth and profitability
by (i) providing our key directors, officers, and employees with incentives to improve stockholder value and contribute to our growth
and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility.
A total of 100,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan.
The Plan allows us to grant options to our employees, officers, and directors and those of our subsidiaries, provided that only our employees
and those of our subsidiaries may receive incentive stock options under the Plan. We have not granted shares of stock as of December
31, 2023, under the Plan.

 Holders

 There
are approximately 39 active holders of the Company's Common Stock. This figure does not include holders of shares registered in
"street name" or persons, partnerships, associates, corporations, or other entities identified in security position listings
maintained by depositories.

 Recent
Sales of Unregistered Sales of Equity Securities.

 None.

 Stock
Issued For Services.

 On
February 27, 2023, the Company issued 7,500,000 shares to a consultant as compensation for accounting services rendered.

 On
February 27, 2023, the Company issued 15,000,000 shares to a consultant as compensation for legal services rendered.

 The
Company recorded $9,000 as compensation expense for the 22,500,000 shares issued to third party consultants, which was the fair value
of the shares on the date of issuance.

 The
Company relied upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended, for the issuance of these securities.
No commissions were paid regarding the share issuance and the share certificates were issued, or "book entry", with a Rule
144 restrictive legend.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers.

 None.

 ITEM
6. (Reserved)

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 For a description of our significant accounting policies
and an understanding of the significant factors that influenced our performance during the year ended December 31, 2023, this "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, 2023 (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.

 Critical
Accounting Policies and Estimates

 Use
of Estimates – We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare our consolidated financial statements included in Item 8 of this Annual Report on Form
10-K in accordance with generally accepted accounting principles in the United States. These estimates have a significant impact on our
valuation and reserve accounts relating to the allowance for sales returns and allowances, doubtful accounts, inventory reserves and
deferred income taxes. Actual results could differ from these estimates. A complete listing of our accounting policies is under Item 8, Note 3, Summary of Significant Accounting Policies.

 Overview

 We
are an operating company which has experienced losses since our inception. Our sources of cash to date have been capital invested by
shareholders, officers, and venture capital investors/lenders.

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:

 On
March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"),
acquired 100% of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability
company, (the "Membership Interest"). The Company continues to grow its business as customer demand continues to increase.
The Membership Interest was owned by Mr. James F. O'Rourke, the 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. The Series A Preferred
Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or
pursuant to any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their
action or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

 Results
of Operations

 The
Year Ended December 31, 2023, compared to the Year Ended December 31, 2022.

 Reclassifications

 Certain
amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material
effect on the reported financial results.

 We
generated product revenue of $1,452,950 during the year ended December 31, 2023. The increase in product revenue is due to the merger
of CM Tech and Frame One ("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.

 The
increase in cost of revenues increased due to the acquisition of CM Tech from $801,040 on December 31, 2022, to $1,022,114. Cost
of revenues consists of materials of approximately $727,000; payroll and payroll taxes of approximately $274,000 and the balance
to shipping and freight of approximately $21,000 and other miscellaneous cost allocations. We expect that as revenues for CM Tech increase,
the cost of products sold will increase on a linear basis unless there are unforeseen market changes to our input costs. Gross profit
for the year ended December 31, 2023, is $430,836 with a gross profit percentage of 29.65% and is expected be maintained in a range of
29% to 35% for product revenue sold. The increase in gross profit as a percentage was only 6% relative to the 16% increase in sales.
It was offset by increased purchases of inventory to fulfil future revenue growth.

the year ended December 31, 2023, total operating expenses increased 44.35% to $515,009 from $356.774 compared to the year ended December
31, 2022. The increase in operating expenses is due to the acquisition of CMT Tech and the reporting of a full year of fiscal results.
In 2023, operating expenses consisted of employee salaries of approximately $83,000, salary for CEO of $106,000; contract labor of $12,000,
health insurance of $30,000, rent expense of $74,000, legal and accounting for $70,000, credit card fees $12,000 and consultants for
$70,000. The balance of $88,000 remaining operating expenses are made up of various miscellaneous charges such as workers compensation,
office supplies, computer expenses, etc.

 As
a result of the foregoing, we recognized a net loss of $84,173 and $1,342,016 in 2023 and 2022, respectively. The loss on a related
party transaction is considered a non – routine, non-cash, one time transaction, when we reverse the $1,342,016 transaction
from our net loss in 2022. The Company would have a profit of $49,754, which represents 4.12% of net product revenue. The Company
had a decrease in adjusted net loss in 2023 due to slightly slower than expected revenue increases while acquiring additional
inventory to satisfy future sales. The Company continues to work towards positive net income in the future consistent with
our positive cash flows from operations of $33,043 in 2023.

 Liquidity
and Capital Resources

 As
of December 31, 2023, and 2022, we had working capital deficits of $74,057 and $4,987, respectively. We historically have satisfied our
liquidity requirements through cash generated from operations, subordinated related party promissory notes and issuance of equity securities. 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, 2023, and 2022 were as follows:

 Year

 2023

 2022

 Operating
 activities

 $
 35,042

 $
 (44,273
)

 Investing
 activities

 $
 -

 $
 -

 Financing
 activities

 $

 $
 (69,179
)

 Cash
used by operating activities decreased to $35,042 during 2023, as compared to negative $44.273 in the prior year. The $79,315 increase
was primarily due to funding working capital due to the increase in revenues from the CMT acquisition.

 Cash
provided by financing activities was $15,000 during 2023, as compared to $69,179 in the prior year. In 2023, our CEO funded the required
working capital deficit for our operations. In 2022, our CEO had to fund additional expenses for the merger in March 2022 of CMT Tech
and Frame One.

 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 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 cannot predict whether this
additional financing will be in the form of equity or debt. The 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 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.

 Inflation

 In
the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. However,
any substantial supply side price increases will be shared with our customers.

 Management
will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 Off-Balance
Sheet Arrangements

 We
had no material off-balance sheet arrangements that have, or are likely to have, a current or future material effect on our operations.

 Recent
Accounting Pronouncements

 Refer
to Note 1 of our consolidated financial statements for recent accounting pronouncements.

 ITEM
7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 FINANCIAL
STATEMENTS

 TABLE
OF CONTENTS

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023, AND 2022

 TABLE
 OF CONTENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No: 5968)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No: 5041

 BALANCE SHEETS AS OF DECEMBER 31, 2023, AND 2022

 STATEMENTS OF OPERATIONS FOR THE YEARS ENDING DECEMBER 31, 2023, AND 2022

 STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) / EQUITY FOR THE YEARS ENDING DECEMBER 31, 2023, AND 2022

 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDING DECEMBER 31, 2023, AND 2022

 NOTES

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the shareholders and the board of directors of Powerdyne
International, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Powerdyne International, Inc. as of December 31, 2023, and the related consolidated statements of operations, stockholders'(deficit),
and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated
deficit of $5,077,401, net loss of $84,173 and a negative working capital of $74,057. These matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans with regards to these matters are also described in Note
3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable
basis for our opinion.

 Critical audit matters

 The critical audit matters communicated below is a
matter from the current period audit of the consolidated financial statements that were communicated or required to be communicated to
the Audit Committee of the Board of Directors that: (1) relate to accounts or disclosure that are material to the consolidated financial
statements and (2) involved challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

 The Company records revenue when control of the promised
services is transferred to customers, at a specific point in time and on a commission basis. This area is designated as a critical audit
matter due to the substantial judgment required by management in applying the principles of revenue recognition.

 How the Critical Audit Matter Was Addressed in
the Audit

 The primary procedures we performed include:

 We reviewed the company's policies on revenue recognition to ensure they align with ASC 606 requirements. This included a thorough examination of the supporting documentation to validate the reasonableness of their application.

 We gained an in-depth understanding of the process management uses to determine when performance obligations are met, ensuring it aligns with the outlined revenue recognition criteria.

 We conducted substantive tests on selected revenue transactions. The extent of our testing was based on an assessment of the associated risks, ensuring comprehensive coverage of significant areas.

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 Lagos, Nigeria

 We have served as the Company's auditor since
2024.

 May 7, 2024

 F- 2

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Powerdyne International, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Powerdyne International, Inc. as of December 31, 2022, and 2021, the related
consolidated statements of operations, stockholders' equity / (deficit), and cash flows for the years then ended, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present
fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and 2021, and the consolidated
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated
deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
audit matters

 The
critical audit matters communicated below is a matter from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the Audit Committee of the Board of Directors that: (1) relate to accounts or disclosure
that are material to the consolidated financial statements and (2) involved challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which they relate.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC

 We
have served as the Company's auditor since 2020.

 Lakewood,
CO

 March
31, 2023

 F- 3

BALANCE SHEETS

 31, 2023

 31, 2022

 ASSETS

 Current
 Assets:

 Cash

 $
 84,004

 $
 33,962

 Trade
 accounts receivable

 70,884

 222,489

 77,124

 54,982

 Total
 current assets

 232,013

 311,433

 Cryptocurrency
 miners

 Less:
 accumulated depreciation

 ( 15,000
)

 ( 15,000
)

 Total
 equipment

 -

 -

 Intangible
 asset - Cryptocurrency

 -

 6,103

 Total
 Assets

 $
 232,013

 $
 317,536

 LIABILITIES
 AND STOCKHOLDERS' (DEFICIT) / EQUITY

 Current
 Liabilities:

 Accounts
 payable and accrued expenses

 62,568

 81,870

 Advance
 deposits

 3,658

 10,231

 Due
 to related party - CEO

 238,079

 223,079

 Sales
 tax payable

 1,765

 1,241

 Total
 Current Liabilities

 306,070

 316,420

 Commitments
 and contingencies

 -

 -

 Stockholders'
 (Deficit) / Equity:

 stock, $ 0.0001
 par value, 20,000,000
 shares authorized, 2,000,000
 shares issued and outstanding as of December 31, 2023, and 2022

 stock, $ 0.0001 par value, 2,000,000,000 shares authorized, 1,884,930,584 shares issued and outstanding as of December 31, 2023, and
 1,862,430,584 shares issued and outstanding as of December 31, 2022

 188,493

 186,243

 Additional
 paid-in-capital

 4,814,651

 4,807,901

 Accumulated
 deficit

 ( 5,077,401
)

 ( 4,993,228
)

 Total
 Stockholders' (Deficit) / Equity

 ( 74,058
)

 1,116

 Total
 Liabilities and Stockholders' (Deficit) / Equity

 $
 232,012

 $
 317,536

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

STATEMENTS OF OPERATIONS

 For

 For

 ended

 ended

 31, 2023

 31, 2022

 Revenues

 $
 1,452,950

 $
 1,207,168

 Cost
 of revenues

 1,022,114

 801,040

 Gross
 profit

 430,836

 406,128

 Operating
 expenses

 515,009

 356,774

 Loss
 on related party acquisition

 -

 1,391,370

 Loss
 from operations and before income taxes

)

)

 tax expense

 -

 -

 Net
 loss

 $
)

 $
)

 Basic
 and diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Basic
 and diluted weighted average common shares outstanding

 1,881,355,242

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

STATEMENTS OF CHANGES IN STOCKHOLDER'S (DEFICIT) / EQUITY

 Amount

 Amount

 Capital

 Deficit

 (Deficit)
 / Equity

 Additional

 Total

 Stock

 Stock

 Paid-In

 Accumulated

 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 (Deficit)
 / Equity

 Balance,
 December 31, 2021

 -

 $
 -

 $
 186,243

 $
 3,308,101
 #

 $
 ( 3,651,212
)

 $
 ( 156,868
)

 Issuance
 of preferred stock for related party merger transaction

 -

 -

 1,499,800

 -

 1,500,000

 Net
 loss

)

)

 Balance,
 December 31, 2022

 $

 $
 186,243

 $
 4,807,901

 $
 ( 4,993,228
)

 $
 1,116

 Balance

 $

 $
 186,243

 $
 4,807,901

 $
 ( 4,993,228
)

 $
 1,116

 Issuance
 of common stock for services

 -

 -

 22,500,000

 2,250

 6,750

 -

 9,000

 Net
 loss

 -

 -

 -

 -

 -

)

)

 Balance,
 December 31, 2023

 1,884,930,584

 188,493

 4,814,651

 ( 5,077,401
)

 ( 74,058
)

 Balance

 1,884,930,584

 188,493

 4,814,651

 ( 5,077,401
)

 ( 74,058
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

STATEMENTS OF CASH FLOWS

 For

 For

 ended

 ended

 31, 2023

 31, 2022

 Operating
 Activities:

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Depreciation
 and amortization

 -

 6,000

 Reversal
 of non-cash related party loss on acquisition

 -

 1,391,370

 Reversal
 of non-cash change in intangible assets - Crypto

 6,103

 7,286

 Issuance
 of common stock for consulting services

 9,000

 -

 Changes
 in operating assets and liabilities:

 Trade
 Accounts receivable

 151,604

 ( 113,460
)

 ( 22,142
)

 ( 54,982
)

 Accounts
 payable and accrued expenses

 ( 19,301
)

 50,057

 Advance
 deposits

 ( 6,573
)

 10,231

 Sales
 taxes payable

 1,241

 Net
 cash provided / (used) in operating activities

 $
 35,042

 $
 ( 44,274
)

 Financing
 Activities:

 Due
 to related party - CEO

 69,179

 Net
 cash provided by financing activities

 $

 $
 69,179

 Net
 increase in cash

 50,042

 24,905

 Cash,
 beginning of period

 33,962

 9,057

 Cash,
 end of period

 $
 84,004

 $
 33,962

 Non-cash
 investing and financing activities:

 stock issued upon acquisition

 $
 -

 $
 1,500,000

 Supplemental
 disclosure if cash flow information

 Cash
 paid for interest

 $
 -

 $
 -

 Cash
 paid for taxes

 $
 -

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 NOTES

 1.
 ORGANIZATION

 Powerdyne,
Inc., was incorporated on 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
corporation.

 On
December 13, 2010, Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, 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 188,000,000 shares of common stock of Powerdyne International Inc. were issued to the holders of Powerdyne Inc.'s common stock.

 In
2014, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock
to 550,000,000 common shares, par value $ 0.0001 per share.

 On
January 26, 2015, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital
stock to 2,020,000,000 shares consisting of 2,000,000,000 common shares, par value $ 0.0001 per share and 20,000,000 shares which may
be designated as common or preferred stock, par value $ 0.0001 per share.

the year ended December 31, 2022, the Company ended the mining of Sia coin and any crypto currency due to the lack of productivity of
its crypto miners.

 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 Interest"). The Membership Interest was owned by Mr. James F. O'Rourke, the 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, which each Series A Preferred Stock is convertible into 1,000 common shares of the Company at a fixed price of
$ 0.0001 at the option of the holder.

 Creative
Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business
for over 17 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and
custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche
motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor
manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory
automation robots.

 F- 8

 NOTES

 1.
ORGANIZATION (continued)

 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, interior decorators/designers,
museums, photographers, art galleries and theaters.

 The
issuance of the 2,000,000 shares of Series A Preferred Stock pursuant to the Securities Purchase Agreement were made in reliance on the
exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated
thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement
was made or relied upon by the Seller/Investor in connection with the issuance by the Company of the Shares.

 2.
 REVERSE MERGER ACCOUNTING

 On
February 7, 2011, Greenmark Acquisition Corporation, which was a publicly held Delaware corporation, merged with Powerdyne, Inc. Upon
closing of the transaction, Greenmark Acquisition Corporation, the surviving corporation in the merger, changed its name to Powerdyne
International, Inc.

 The
merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the
United States ("GAAP"). Powerdyne Inc. was the acquirer for financial reporting purposes and the Company was the acquired
company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior
to the merger are those of Powerdyne, Inc. and have been recorded at the historical cost basis of Powerdyne, Inc., and the financial
statements after completion of the merger 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 were 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.

 On
March 6, 2022, the Company acquired CM Tech from its 100 % owner, the CEO of Powerdyne International, Inc. The merger was accounted for
as a recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). The transaction
was recorded as a recapitalization transaction with the difference between the historical cost of the assets and liabilities assumed
with the purchase price recorded as a loss on related party acquisition for $ 1,391,370 in our consolidated statement of operations. The
transaction was not a business combination or a reverse merger transaction.

 F- 9

 NOTES

 3.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The
summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial
statements.

 Such
consolidated 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 consolidated
financial statements.

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP")
as promulgated in the United States of America.

 All
figures are in U.S. Dollars.

 Going
Concern

 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. The Company has not generated significant revenues from its principal
operations until March 6, 2022, with the acquisition of CM Tech that will generate between $ 1.4 to $ 2.0 M in revenues annually. As of
December 31, 2023, the Company had an accumulated deficit of $ 5,077,401 (December 31, 2022 - $ 4,993,228). The Company's continuation
as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining
additional financing from its members or other sources, as may be required. For the year ended December 31, 2023, CM Tech has negative
cash flow from operations in prior year but has turned positive in 2023. The Company is working towards consistently generating positive
cash flow from operations by increasing revenues and by analyzing potential acquisition targets.

 The
Company's activities will necessitate significant uses of working capital beyond December 31, 2023. Additionally, the Company's
capital requirements will depend on many factors, including the success of the Company's sales, cash flow from operations and the
status of competitive products. The Company plans to continue financing its operations with cash received from financing activities,
revenue from operations and or affiliate funding.

 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.

 The
accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern;
however, the above condition raises substantial doubt about the Company's ability to do so. The consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 Principles
of Consolidation

 Our
consolidated financial statements include the accounts of Powerdyne International Inc and its one division and related subsidiaries.
All intercompany transactions and balances between consolidated entities have been eliminated. The Company has the following wholly owned
subsidiaries: Creative Motion Technology, LLC and Frame One, LLC.

 Reclassifications

 Certain
amounts in the prior period have been reclassified to conform to the current period presentation. These reclassifications have no material
effect on the reported financial results.

 F- 10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023, and 2021

 3.

 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
did not have any cash equivalents as of December 31, 2023, and 2022, respectively.

 Allowances
for Sales Returns and Doubtful Accounts

 Sales
Returns - We may, on a case-by-case basis, accept returns of products from our customers, without restocking charges, when they can demonstrate
an acceptable cause for the return.

 Doubtful
Accounts - Management analysis its accounts receivable in accordance with ASC 326 are their "expected losses" in their
portfolio of customers. The Company has a direct and long-term relationship with all of its customers. The Company reviews each
customer on a quarterly basis. Historically, the Company has not incurred any significant bad debt expenses. Therefore, based on
historical results and our current analysis the Company does not expect any losses to the December 31, 2023 as no losses are
expected to be incurred.

 The Company operates in the manufacturing and
retail industry and its accounts receivable are primarily derived from retail and wholesale customers; the Company recognizes an expected
allowance for credit losses. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk
since the receivable was initially which could exist in circumstances where amounts are considered at risk or uncollectible.

 The
allowance estimate is derived from a review of the Company's historical losses based on the ageing of receivables. This estimate
is adjusted for management's assessment of current conditions, in which to calculate the expected allowance for credit losses.
The Company's customer base has remained constant since inception.

 The Company expects across all pools of accounts receivable that there
are no changes in credit losses for 2023 and maintains a zero balance for 2023 and for 2022. The Company does not expect its credit loss
reserve to change in the next twelve months.

 The
Company sometimes receives cash deposits in advance of manufacturing and shipping its products. As of December 31, 2023, there is
$ 3,658 (December 31, 2022 - $ 10,231)
in advance deposits recorded on the balance sheet. When the products are shipped to or picked up by the customer the advance
deposits are recognized as product revenue.

 Inventory,
consisting principally of products held for sale, is stated at the lower of cost, using the first-in, first-out method, and net realizable
value. The amount presented in the accompanying consolidated balance sheet has no valuation allowance.

 We
regularly evaluate our inventory to identify costs in excess of the lower of cost and net realizable value, slow-moving inventory and
potential obsolescence.

is stated at cost. Capital expenditure for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs
are expensed as incurred. The computer equipment is depreciated over 5 years on a straight-line basis. Depreciation expenses for the
years ended December 31, 2023, were $- 0 - and 2022 was $ 6,000, respectively.

 Intangible
Assets and Goodwill:

 We
account for intangible assets and goodwill in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC
350"). Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible
assets acquired. Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The
fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management's
expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted
average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization.
Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from 10 to 20 years. The carrying
amounts of our definite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate
that the entity may be unable to recover the asset's carrying amount.

 We
assess our intangible assets in accordance with ASC 360 " Property, Plant, and Equipment " ("ASC 360").
Impairment testing is required when events occur that indicate an asset group may not be recoverable ("triggering events").
As detailed in ASC 360-10-35-21, the following are examples of such events or changes in circumstances (sometimes referred to as impairment
indicators or triggers): (a) A significant decrease in the market price of a long-lived asset (asset group) (b) A significant adverse
change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. (c) A significant
adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including
an adverse action or assessment by a regulator (d) An accumulation of costs significantly in excess of the amount originally expected
for the acquisition or construction of a long-lived asset (asset group) (e) A current-period operating or cash flow loss combined with
a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of
a long-lived asset (asset group) (f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold
or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to
a level of likelihood that is more than 50 percent. We have evaluated our intangible assets and found that certain losses and a delay
in our business plan may have constituted a triggering event for our intangible assets.

 The
Company had disposed of all its crypto currencies in the second quarter of 2023. The Company immediately closed its crypto-currency account
and / or wallet.

 Long-Lived
Assets

 In
accordance with ASC 360, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate
that their net book value may not be recoverable.

 F- 11

 NOTES

 3.

 Long-Lived
Assets (Continued)

 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 since they are fully amortized and / or disposed of. 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, if the Company acquires any long-lived assets.

 Business
Combinations

 We
apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate
whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated
set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset
acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative
fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired, and the
liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration
transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best
estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any
contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the
measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and
liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition's measurement period
or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
recorded to our consolidated statements of operations.

 In
addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of
the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition
date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent
to the measurement period or our final determination of the tax allowances or contingency's estimated value, whichever comes first,
changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated
statement of operations and could have a material impact on our results of operations and financial position.

 Advertising
Expenses

 The
Company records advertising expenses per ASC 720-35-50-1 which they are expensed as they are incurred or the first time when the advertising
takes place. During the years ended December 31, 2023, and 2022, there were no advertising costs incurred by the Company.

 Shipping
Activities

 Outbound
shipping charges to customers are included in "Product revenue". Outbound shipping-related costs are included in "Cost
of products sold".

 Stock-Based

 Share-based
compensation is accounted for based on the requirements of ASC 718, "Compensation-Stock Compensation' ("ASC 718")
which requires recognition in the financial statements of the cost of employee, consultant, or director services received in exchange
for an award of equity instruments over the period the employee, consultant, or director is required to perform the services in exchange
for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, consultant, or director
services received in exchange for an award based on the grant-date fair value of the award.

Taxes

 We
account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary,
to reduce deferred tax assets to the amount expected to be realized.

 ASC
740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined,
seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for
income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and
state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified
the U.S. federal, Rhode, Island and Massachusetts as our "major" tax jurisdictions. With limited exceptions, we remain subject
to Internal Revenue Service ("IRS") examination of our income tax returns filed within the last three (3) years, and to Massachusetts
Department of Revenue examination of our income tax returns filed within the last four (4) years. However, we have certain tax attribute
carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes
with respect to the year in which such attributes are utilized.

 We
believe that our income tax filing positions and deductions will be sustained in the 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. Our policy for recording interest and penalties associated with income-based tax audits is to record such items
as a component of income taxes.

 F- 12

 NOTES

 3.

 Financial Instruments

 The
Company follows Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures" ("ASC
820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair
value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes
a framework for measuring fair value, and expands disclosure about such fair value measurements.

 ASC
820 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the
use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 Level
1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 Level
2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market data.

 Level
3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities.

 The
Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board's
("FASB") accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the fair value measurement.

 The
Company's financial instruments consisted of cash, accounts receivable, intangible assets – cryptocurrency, accounts payable
and accrued expenses, advance deposit, due to related party – CEO and sales tax payable. The estimated fair value of these financial
instruments approximates its carrying amount based on the short-term maturity of these instruments.

 Other
Comprehensive Income

 The
Company has analyzed paragraphs ASC 220-10-45-1 to ASC 220-10-45-10B and none of the items recorded in the income statement would qualify
as Other Comprehensive Income.

 F- 13

 NOTES

 3.

 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. As of December 31, 2023, and December 31, 2022, there were no outstanding dilutive securities, except
as of December 31, 2023, there was 2,000,000 Series A Preferred Stock outstanding, however, they were not included in the calculations
as they are considered anti-dilutive.

 The
following table represents the computation of basic and diluted losses per share:

 Net
loss per share is based upon the weighted average shares of common stock outstanding.

 SCHEDULE OF COMPUTATION OF BASIC AND DILUTED
INCOME (LOSS) PER SHARE

 Year
 ended
 December 31, 2023

 Year
 ended
 December 31, 2022

 Loss
 available for common shareholder

 $
)

 $
)

 Basic
 and fully diluted loss per share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted
 average common shares outstanding - basic and diluted

 1,881,355,242

 Use
of Estimates and Assumptions

 Our
management has made several estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these consolidated financial statements in conformity with accounting principles generally accepted
in the United States of America. Actual results could differ from those estimates.

 F- 14

 NOTES

 3.

 Recent
Accounting Guidance Not Yet Adopted

 None

 Recent
Accounting Guidance Adopted

 In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Measurement of
Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments
based on expected losses instead of incurred losses. It also modified the impairment model for available-for-sale debt securities and
provided a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13
is effective for smaller reporting companies for fiscal years beginning after December 15, 2021, and the interim periods within those
fiscal years. Early adoption is permitted. The Company has adopted
this new accounting standard on its consolidated financial statements and related disclosures; however, adoption of this ASU has had no
material impact on the Company's financial statements.

 In
December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, "Simplifying the Accounting for Income
Taxes". The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles
in ASC Topic 740, "Income Taxes". The pronouncement also improves consistent application of and simplifies GAAP for
other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be effective for us beginning in the third quarter
of fiscal 2022, with early adoption permitted. The adoption of this standard did not have a material impact on our consolidated financial
statements.

 In
August 2021, the FASB issued Accounting Standards Update ("ASU") 2021-08, "Clarifies Accounting for Contract Assets
and Contract Liabilities in a Business Combination". The pronouncement requires an acquirer to recognize and measure contract assets
and contract liabilities acquired in a business combination in accordance with revenue recognition guidance as if the acquirer had originated
the contract. That is such acquired contracts will not be measured at fair value. ASU 2021-08 will be effective in fiscal years starting
after December 15, 2022. Early adoption is permitted. The adoption of this standard did not have a material impact on our consolidated
financial statements.

 In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU enhances the disclosures related to segment reporting
for public entities. It requires entities to disclose significant segment expenses for each reportable segment, providing greater transparency
in segment performance. The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating how this ASU will impact its
consolidated financial statements and disclosures.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures.
It is designed to provide more detailed information about an entity's income tax expenses, liabilities, and deferred tax items,
potentially affecting how companies report and disclose their income tax-related information. The ASU is effective for public business
entities for annual periods beginning after December 15, 2024, including interim periods within those fiscal years. The Company is currently
evaluating how this ASU will impact its consolidated financial statements and disclosures.

 The
Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements
and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on
its consolidated financial position or consolidated results of operations.

 Lease Accounting

 For contracts entered into on or after October 1,
2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, it determines that a lease
exists when (i) the contract involves the use of a distinct identified asset, (ii) obtains the right to substantially all economic benefits
from use of the asset and (iii) it has the right to direct the use of the asset.

 At the lease commencement date, the Company recognizes
a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use
asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments
under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability,
plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received.

 All right-of-use assets are periodically reviewed
for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present
value of the lease payments, discounted using an estimate of the Company's incremental borrowing rate for a collateralized loan
with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of
October 1, 2019, were based on the original lease terms.

 Lease payments included in the measurement of lease
liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods
where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index
or rate, based on the index or rate in effect at lease commencement. Certain of the Company's real estate lease agreements require
variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company's proportionate
share of actual property taxes, insurance, common area maintenance, and utilities. The Company has elected an accounting policy, as permitted
by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating
expenses when incurred.

 Lease expense for operating leases consists of the
fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of
the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense
and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction
of the lease liability and interest expense, and the related asset is depreciated as described under "Equipment" above.

 Revenue
Recognition

 Sia
coin is the only crypto coin that Powerdyne has mined. The coins were held in the Company's Sia coin digital wallet. When coins
were exchanged for USD, they were then transferred to the Company's exchange wallet that was held at a US based crypto exchange
which provides support for two-factor authentication. We also had wallet password management, and offsite backups. The coins were held
in anticipation of future price appreciation as crypto currencies become more widely accepted, but some coins were exchanged for USD
on an as needed basis. The Company also realized there was no guarantee the coins would appreciate in value. Revenue was recognized on
the last date of the quarter based on the market price of the Sia coin at that date times the number of coins in the wallet. The Company
no longer is in the business of producing Sia coins.

 As
of March 6, 2022, with the acquisition of CM Tech, we recognize revenue from contracts with customers in accordance with Financial Accounting
Standards Board ("FASB") ASC Topic 606, "Revenue from Contracts with Customers" ("ASC 606"). Revenue
is recognized at the point at which control of the underlying products are transferred to the customer. Satisfaction of our performance
obligations occurs upon the transfer of control of products from our facilities. We consider customer purchase orders to be the contracts
with a customer. All revenue is generated from contracts with customers.

 Major
Customers and Concentration of Credit Risk

 The
Company has two major customers, which account for approximately 66 % of the balance of accounts receivable as of December 31, 2023 (December
31, 2022 – 66 %) and 30 % of the Company's revenues for the year ended December 31, 2023 (December 31, 2022 – 22 %) were
attributable to these same customers. The Company evaluates industry specific credit risk but does not believe that any material risk
is identified that could materially impact on our results of consolidated operations and consolidated financial position.

 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 of $250,000. The Company has not incurred any loss from this
risk, nor does it expect it to. The Company's revenues from product sales and accounts receivable have no material or significant
concentration in anyone or a multitude of customers and all receivables are expected to be collected.

 Segment
Reporting

 ASC
Topic 280, " Segment Reporting," requires use of the "management approach" model for segment reporting.
The management approach model is based on the way a Company's management organizes segments within the Company for making operating
decisions and assessing performance.

 We
primarily service the Original Equipment Manufacturers (OEM's) in the semiconductor market by supplying custom designed motors
for the robotics used in semiconductor manufacturing equipment. We also provide custom picture framing under Frame One. We consider both
businesses to operate as their own business for reporting purposes. We provide cost-effective value-added turn-key solutions to our clients'
drives and articulation needs.

 F- 15

 NOTES

 3.

 The

 We
service the Global Semiconductor Equipment Manufacture's our Sales to International customers were 32 % and 36 % of our total sales
in 2023 and 2022, respectively.

 4.
 ACCOUNTS RECEIVABLE

 Accounts
receivable primarily relate to uncollected sales of custom designed motors and custom picture frames. Differences between the amounts
from customers less an estimated allowance for doubtful accounts, if deemed necessary by management, and based on review of all outstanding
amounts on a monthly basis. Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by
using historical experience applied to the aging of accounts. As of December 31, 2023, and 2022 there was no allowance for doubtful accounts
required.

 5.
 INVENTORIES

 As
of December 31, 2023, and 2022, the Company's inventories consist of custom designed motors and picture frames. Inventories are
valued at the lower cost of the market (net realizable value).

 6.
 EQUIPMENT - NET

consists of the following as of December 31, 2023, and 2022:

 SCHEDULE OF EQUIPMENT-NET

 31,

 31,

 2023

 2022

 (unaudited)

 (audited)

 Cryptocurrency
 miners

 $

 $

 Less
 accumulated depreciation

 ( 15,000
)

 ( 15,000
)

 Total
 Property and Equipment

 $
 -

 $
 -

is stated at cost and depreciated on a straight- line basis over the assets' estimated useful lives: computer equipment 5 years.
Total depreciation expenses for the year ended December 31, 2023, and 2022 were $- 0 - and $ 6,000, respectively.

the quarter ended March 31, 2019, Powerdyne International, Inc. purchased several crypto currency miners and began mining certain crypto
coins. This was done in an effort to enter into the crypto markets and explore other potential revenue opportunities for Powerdyne International,
Inc.

the year ended December 31, 2022, Powerdyne stopped the mining of Sia coin and any crypto currency due to the lack of productivity of
its crypto miners.

 7.
 INTANGIBLE ASSET – CRYTPOCURRENCY

 The
Company considers intangible assets - cryptocurrency to be revenue that has been earned, but for which no cash has been received. Intangible
assets consist of crypto mined coins that are held in a digital wallet and have not been cashed out. The basis of the valuation is the
market price of the Sia coins on December 31, 2023. The Company considers this to be an intangible asset under GAAP guidelines. The Company
had $- 0 - intangible assets as of December 31, 2023, and $ 6,103 as of December 31, 2022. Revenue is recognized on the last date of the
quarter based on the transaction price of the Sia coin at that date times the number of coins in the wallet. Unrealized gains and losses
are recognized quarterly based on the fluctuation in the market value of the coin versus the value recorded when obtained. As of December
31, 2023, there was no intangible assets cryptocurrency as the Company had disposed of its holdings in the second quarter of 2023 and
has closed its wallet.

 F- 16

 NOTES

 8.
 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 As
of December 31, 2023, and 2022, our accounts payable are primarily made up of trade payables for purchase of motor parts and picture
frames. Additionally, our accounts payable and accrued liabilities will consist of other vendor invoices, amounts owed to employees and
other invoices related to the Company's advisors.

 9.
 DUE TO RELATED PARTY - CEO

the year ended December 31, 2023, our CEO advanced the Company $ 15,000 December 31, 2022 - $ 69,179). The amount accrued but not yet paid
to our CEO on December 31, 2023, and December 31, 2022, was $ 238,079 and $ 223,079, respectively. The debt is unsecured and is not guaranteed
by the Company. The CEO can call debt obligation at any time.

 10.
 ACQUISITION OF PRIVATE COMPANY OWNED BY CEO

 On
March 6, 2022, pursuant to a Securities Purchase Agreement (the "SPA"), Powerdyne International, Inc. (the "Company"),
acquired 100 % of the issued and outstanding membership interests of Creative Motion Technology, LLC, a Massachusetts limited liability
company, (the "Membership Interest"). The Membership Interest was owned by Mr. James F. O'Rourke, the 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, The Series A Preferred Stock, shall be entitled to have one thousand (1,000) votes per one (1) share, at each meeting
of stockholders of the Corporation (or pursuant to any action by written consent) with respect to any and all matters presented to the
stockholders of the Corporation for their action or consideration. The holders of Series A Preferred Stock shall vote together with the
holders of Common Stock as a single class.

 Creative
Motion Technology, LLC ("CM Tech") is a small New England based motor manufacturer founded in 2004 and has been in business
for over 17 years. CM Tech's management has over 60 years of design and manufacturing expertise, specializing in the design and
custom building of industrial servomotors both brush and brushless motor designs. CM Tech's current market focus is on the niche
motor demands for low volume, high-quality cost-effective motors which are primarily used in industrial robotics for the semiconductor
manufacturing industry. The motors that CM Tech currently has in production primarily provide the X, Y, and Z axis articulation in factory
automation robots.

 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, interior decorators/designers,
museums, photographers, art galleries and theaters.

 The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of
the document, which is filed as an exhibit to this report and is incorporated herein by reference.

 The
following table summarizes the consideration transferred to acquire CM Tech and the amounts of identified assets acquired recorded at
historical cost at the acquisition date and the consideration provided:

 SCHEDULE
OF AMOUNTS OF IDENTIFIED ASSETS ACQUIRED AND LIABILITIES

 Cash

 $
 26,042

 82,588

 Total
 Assets Acquired

 108,630

 Loss
 on acquisition of entity owned by CEO.

 1,391,370

 The
 purchase price consists of the following:

 1,500,000

 Total
 Purchase Price

 $
 1,500,000

 The
historical cost of the assets acquired includes cash and inventory at approximately $ 108,630. There is no impairment to the cash and
inventory received.

 F- 17

 NOTES

 10.
ACQUISITION OF PRIVATE COMPANY OWNED BY CEO (Continued)

 Business
combination related costs were expensed as incurred and consisted of various advisory, legal, accounting and other professionals approximate
$ 65,000 for the year end December 31, 2022. These costs are included in general and administrative expenses in our consolidated statement
of operations.

 The
pro forma financial information below presents statements of operations data as if the acquisition of CM Tech took place on January 1,
2020. The audited financial information does not purport to be indicative of the Company's combined results of operations which
would actually have been obtained had the acquisition taken place on January 1, 2020, nor should it be taken as indicative of future
consolidated results of operations.

 SCHEDULE
OF STATEMENTS OF OPERATION

 Consolidated

 Consolidated

 For

 For

 ended

 ended

 31,
 2021

 31,
 2020

 Revenues

 $
 1,224,290

 $
 985,613

 Cost
 of Goods Sold

 721,243

 525,454

 Gross
 profit

 $
 503,047

 $
 460,159

 Operating
 expenses

 265,779

 245,531

 Net

 $
 237,268

 $
 214,628

 11.
 STOCKHOLDERS' (DEFICIT) / EQUITY

Stock – There are 20,000,000 shares of authorized preferred stock, par value $ 0.0001 per share, with 2,000,000 shares issued and
outstanding as of December 31, 2023, and 2022. The 2,000,000 preferred shares were issued to our CEO. The Series A Preferred Stock, shall
be entitled to have one thousand (1,000) votes per one (1) share, at each meeting of stockholders of the Corporation (or pursuant to
any action by written consent) with respect to any and all matters presented to the stockholders of the Corporation for their action
or consideration. The holders of Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

Stock – There are 2,000,000,000 shares of authorized Class A common stock, par value $ 0.0001 per share, with 1,884,930,584 shares
issued and outstanding as of December 31, 2023, and 1,862,430,584 shares issued and outstanding as of December 31, 2022.

 March
6, 2022, the Company issued 2,000,000 preferred shares to our CEO in exchange for his 100 % owned private company CMT Tech.

stock was issued by the Company for the year ended December 31, 2023, as described below and no common stock was issued by the Company
for the year ended December 31, 2022.

 Stock
issued for services.

 On
February 27, 2023, the Company issued 7,500,000 shares to a consultant as compensation for accounting services rendered. The fair value
of the services was $ 3,000.

 On
February 27, 2023, the Company issued 15,000,000 shares to a consultant as compensation for legal services rendered. The fair value of
the services was $ 6,000.

 The
Company recorded $ 9,000 as compensation expense for the 22,500,000 shares issued to third party consultants, which was the fair value
of the shares on the date of issuance.

 The
Company relied upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended, for the issuance of these securities.
No commissions were paid regarding the share issuance and the share certificates were issued, or "book entry", with a Rule
144 restrictive legend.

 12.
 INCOME TAXES

tax provision is summarized as follows:

 SCHEDULE OF INCOME TAX PROVISION

 2023

 2022

 Year

 2023

 2022

 Current:

 Federal

 $
 17,676

 $
 10,449

 State

 6,734

 3,980

 Total

 24,410

 14,429

 Deferred:

 Federal

 -

 -

 State

 -

 -

 Change
 in valuation allowance

 434,409

 57,805

 Net
 operating losses

 ( 458,819
)

 ( 72,234
)

 tax provision

 $
 -

 $
 -

 F- 18

 NOTES

 12.
INCOME TAXES (Continued)

 The
actual income tax provision differs from the "expected" tax computed by applying the Federal corporate tax rate of 21 % to
the income before income taxes as follows:

 SCHEDULE OF INCOME BEFORE INCOME TAXES

 2023

 2022

 Year

 2023

 2022

 "Expected"
 income tax benefit

 $
 17,676

 $
 49,754

 State
 tax expense, net of Federal Benefit

 6,734

 3,980

 Change
 in valuation allowance

 434,409

 57,805

 Other

 -

 -

 Net
 operating losses

 ( 458,819
)

 ( 111,539
)

 tax provision

 $
 -

 $
 -

 The
tax effects of temporary differences which give rise to significant portions of the deferred taxes are summarized as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Year

 2023

 2022

 Deferred
 tax assets:

 reserves

 $
 -

 $
 -

 Allowances
 for bad debts and returns

 -

 -

 Accrued
 expenses

 ( 19,301
)

 ( 50,055
)

 Asset
 valuation reserves

 -

 -

 Net
 operating loss carry forwards - estimated

 5,396,883

 4,993,228

 Other

 -

 Total
 deferred tax assets

 5,377,582

 4,943,173

 Valuation
 allowance

 ( 5,377,582
)

 ( 4,943,173
)

 Net deferred tax assets

 -

 -

 Deferred
 tax liabilities:

 Deferred
 state taxes

 -

 -

 Total
 deferred tax liabilities

 -

 -

 Net
 deferred tax assets

 $
 -

 $
 -

 As
of December 31, 2023, we have an estimated $ 5,256,116 (2022 - $ 4,993,228) in estimated net operating loss carryforwards for federal and
state income tax purposes. In assessing the realizability of the deferred tax assets, management considers whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. We consider the scheduled reversal of deferred tax
assets, the level of historical taxable income and tax planning strategies in making the assessment of the realizability of deferred
tax assets. We have identified the U.S. federal, Delaware, and Massachusetts "major" tax jurisdiction. Delaware is for Franchise
Tax Purposes only, which we paid $ 1,250 in 2023 and 2022. With limited exceptions, we remain subject to IRS examination of our income
tax returns filed within the last three (3) years, and to Massachusetts Department of Revenue examination of our income tax returns within
the last four (4) years.

 13.
 COMMITMENTS AND CONTINGENCIES

 Office
Space

 Our
corporate headquarters are in a full-service office suite located in a building in North Reading, Massachusetts, consisting of approximately
 5,000 square
feet of retail, manufacturing, and office space. The Company's contractual term as of December 31, 2023, is less than twelve months. The agreement has no option
for renewal and no bargain purchase option. Based on these facts and other legal terms in the rental agreement. The Company has recorded
the agreement as a rental contract as its terms are effectively a month-to-month contract and can be terminated at any time. The Company
pays $ 5,000 a month and the contract formally expires in January 2025. The Company records $ 5,000 every month as an expense.

 Litigation

 There
is no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

 F- 19

 ITEM
9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9 A: CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 ("Exchange Act") as of the end
of the period covered by this report. Based on that evaluation, our principal executive and principal financial officers concluded that
our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 Internal
Control over Financial Reporting.

 a)
Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted
in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 Our
internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) and includes those policies and procedures that: (i) Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.

 Based
on such criteria, our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness
of our internal control over financial reporting and concluded that it was effective as of December 31, 2023.

 As
a smaller reporting company, management's assessment of our internal control over financial reporting is not subject to attestation
by our independent registered public accounting firm and as such, no attestation was performed by our independent registered public accounting
firm.

 b)
Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that
occurred in our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

 ITEM
9 B: OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None.

 ITEM
10: 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, 2023:

 Name

 Age

 Position

 Since

 James
 F. 'Rourke

 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.

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 require 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.

 ITEM
11: EXECUTIVE COMPENSATION

 Executive
compensation during the years ended December 31, 2023, 2022, and 2021 was as follows:

 Annual

 Annual

 Stock

 All

 Annual

 Payments

 Payments

 And

 Other

 Name/Position

 Year

 Salary

 Made

 Options
 (1)

 Plans

 Total

 James
 F. O'Rourke

 2023

 $
 110,000

 $
 -

 -

 -

 -

 $
 110,000

 Chief
 Executive Officer and Director

 2022

 $
 60,000

 $
 -

 -

 -

 -

 $
 60,000

 2021

 $
 -

 $
 -

 $
 -

 -

 -

 $
 -

 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

 At
present we do not pay our directors to attend meetings of our Board of Directors, although we expect to adopt a director's compensation
policy by the end of the current year.

 ITEM
12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table sets forth as of December 31, 2023, 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
 of

 Percent
 of

 Name

 Position

 Stock

 Class
 (1)

 James
 F. O'Rourke

 Chief
 Executive Officer and Director

 215,971,399

 11.4
 %

 Arthur
 M. Read, II, Esq.

 Shareholder

 276,446,194

 15.4
 %

 Eric
 Foster

 Shareholder

 135,000,000

 7.2
 %

 Linda
 H. Madison

 Shareholder

 114,000,000

 6.1
 %

 Total
 owned by officers and directors (1)

 215,971,399

 11.4
 %

 (1)
 Based upon 1,884,930,584 shares outstanding.

 ITEM
13: CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Related
Party Advances

the year ended December 31, 2023, the Company's CEO advanced $15,000 (2022 - $60,179). Due to related party - CEO on December 31,
2023, and December 31, 2022, was $238,079 and $223,079, 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.

 ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 The
aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting
firm of BF Borgers CPA PC for the December 31, 2023, and 2022 audit of the Company's annual consolidated financial statements and
review of consolidated financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided
in connection with statutory and regulatory filings or engagements were as follows:

 Year

 2023

 2022

 BF
 Borgers CPA PC

 $
 60,500

 $
 74,592

 BF
Borgers CPA PC does not complete the Company's tax filings. The Company incurred $0 for tax related services in 2023 and $2,662.50
for the year ended 2022.

 On
January 16, 2024, BF Borgers CPA PC ("BF Borgers") was dismissed as independent registered public accounting firm for Powerdyne
International, Inc. (the "Company").

 On
January 16, 2024, the Company engaged Fortune CPA Inc. as the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2023.

 On April 10,
2024, Fortune CPA Inc.("Fortune") was dismissed as an independent registered public accounting firm for Powerdyne International,
Inc.

 On April
10, 2024, the Company engaged Olayinka Oyebola & Co. as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2023.

 All
Other Fees

 The
Company incurred $0 for other fees by the principal accountant for the years ended December 31, 2023, and 2022.

 The
board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor before the auditor renders
audit and non-audit services. The Company does not rely on pre-approval policies and procedures. BF Borgers CPA PC has been the Company's
auditor since 2020.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 a)
The following documents are filed as a part of this Annual Report:

 (1)
Financial Statements

 The
list of consolidated financial statements and notes required by this Item 15(a)(1) is set forth in the "Index to Financial Statements"
within this Annual Report.

 (2)
Financial Statement Schedules

 All
schedules have been omitted because the required information is included in the financial statements or notes thereto.

 (b)
Exhibits

 Copies
of the following documents are included as exhibits to this Annual Report on Form 10-K.

 3.1

 Certificate
 of Incorporation (Incorporated by reference to Exhibit 3.1 of Form S-1 (File No. 333-172509) filed with the SEC on February 28, 2011.

 3.2

 Amended
 By-laws (Incorporated by reference to Exhibit 3.2 of Form S-1 (File No. 333-172509) filed with the SEC on February 28, 2011.

 3.3

 Certificate
 of Merger (Incorporated by reference to Exhibit 3.3 of Form S-1 (File No.: 333-172509) filed with the SEC on February 28, 2011)

 3.4

 Certificate
 of Amendment to the Certificate of Incorporation (Incorporated by reference to Exhibit 3.4 of Form S-1 (File No.: 333-172509) filed
 with the SEC on February 28, 2011)

 3.5

 Certificate
 of Amendment to the Certificate of Incorporation (Incorporated by reference to Exhibit 3.5 of Form S-1 (File No.: 333-172509) filed
 with the SEC on February 28, 2011)

 4.1

 Stock
 Option Plan (Incorporated by referenced to Exhibit B to DEF Schedule 14-C (File No. 000-53259) filed with the SEC on January 22,
 2015)

 31.1**

 Certification
 of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934,
 as Amended.

 31.2**

 Certification
 of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934,
 as Amended.

 32.1**

 Certification
 of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 **
Filed herewith

 ITEM
16. FORM 10-K SUMMARY.

 None

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Date:
 May 8, 2024

 By:

 /s/
 James F. O'Rourke

 James
 F. O'Rourke, Chief Executive Officer and Director

 (Principal
 Executive Officer and Principal Financial and

 Accounting
 Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the dates indicated.

 Signature

 Title

 Date

 /s/
 James F. O'Rourke

 Principal
 Executive Officer & Principal Financial &

 James
 F. O'Rourke

 Accounting
 Officer & Director

 May
8, 2024