Monitor for conversion notices from Quick Capital, which will indicate the pace of dilution. The GHS equity line ($10M cap) adds further overhang. Watch for any further revenue deterioration or additional dilutive financings that could accelerate the stock's decline toward zero.
Executive Summary
Powerdyne International filed an S-1 registration statement to register up to 250,000,000 shares of common stock for resale by Quick Capital LLC, the holder of a $71,022.72 convertible promissory note. The company is a micro-cap motor manufacturer (Creative Motion Technology) and custom picture framer (Frame One) with declining revenue, recurring net losses, a going-concern warning from its auditor, and a working capital deficit. This filing registers shares for a toxic convertible note that will be massively dilutive to existing shareholders at the current penny-stock price of $0.002 per share.
Key Financial Metrics
Key Facts
- Registers up to 250,000,000 shares for resale by Quick Capital LLC under a $71,022.72 convertible promissory note dated April 22, 2026.
- Revenue declined to $426,620 for H1 2026 from $612,035 in H1 2025, a 30.3% drop.
- Net loss was $258,617 for H1 2026 vs. $211,173 in H1 2025, worsening by 22.5%.
- Accumulated deficit reached $5,766,914 as of June 30, 2026.
- Working capital deficit of $545,503 as of June 30, 2026.
- Auditor included a going-concern qualification in the most recent audit report.
- The convertible note has a conversion price of the lower of $0.004 per share or 65% of the lowest trading price in the prior 10 trading days, with a default conversion price of $0.001.
- A five-year warrant for 3,551,136 shares at $0.01 per share with full-ratchet down-round reset was also issued.
- The company also has a $10 million equity financing agreement with GHS Investments LLC, which will be further dilutive.
- Stock closed at $0.002 per share on September 30, 2026.
Financial Impact
Massive dilution: up to 250 million shares registered for conversion at deeply discounted prices (as low as $0.001 per share in default). At $0.002/share, the registered shares represent ~12.5% of the current 1.997 billion shares outstanding.
Risk Factors
- Massive dilution from convertible note conversions at deeply discounted prices.
- Declining revenue and worsening net losses with no path to profitability.
- Going-concern risk as auditor has expressed substantial doubt.
- Additional dilution from the $10M GHS equity financing agreement.
- Customer concentration risk: two customers account for 95% of CM Tech's H1 2026 revenue.
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1 Filing (Primary) | 0001493152-26-047799 |
| Exhibit: ex10-2.htm | 0001493152-26-047799 |
| Exhibit: ex10-1.htm | 0001493152-26-047799 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | S-1 | $0.001200 $0.001200 | · 0.00% | ▼ −1.18% | $0.001200 (−0.00%) |
Aug 4, 2026 12w ago | EFFECT | $0.002500 $0.002400 | ▲ +4.00% | ▲ +3.80% | $0.001200 (+52.00%) |
Jul 30, 2026 12w ago | S-1/A | $0.002200 $0.002200 | · 0.00% | ▼ −1.42% | $0.001200 (−45.45%) |
Jul 24, 2026 13w ago | S-1 | $0.001900 $0.002100 | ▼ −13.51% | ▼ −13.27% | $0.001200 (+36.84%) |
May 18, 2026 23w ago | 8-K | $0.002600 $0.002500 | ▼ −3.09% | ▼ −4.13% | $0.001200 (−53.85%) |
US Market Status
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