v3.26.1
ACQUISITION OF PRIVATE COMPANY OWNED BY CEO
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITION OF PRIVATE COMPANY OWNED BY CEO

8. 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 Interests”). The Membership Interest is 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.

 

Included with CM Tech acquisition is Frame One, which is a custom picture framing shop located in North Reading, MA. Frame One has been in business since 2006 and brings with it a strong client base consisting of local schools, colleges, artist guilds, artists, artists, interior decorators/designers, museums, photographers, art galleries and theaters.

 

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:

  

      
Cash  $26,042 
Inventory   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:     
Preferred Shares   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.

 

 

POWERDYNE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2026, and 2025

 

8. ACQUISITION OF THE PRIVATE COMPANY OWNED BY CEO (Continued)

 

The pro forma information below presents statements of operations data as if the acquisition of CM Tech took place on January 1, 2020.

  

   Consolidated
For the year Ended
December 31, 2021		   Consolidated
For the year ended
December 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 Income  $237,268   $214,628