POWERDYNE INTERNATIONAL, INC. (Form: 8-K, Received: 04/11/2025 16:47:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: April 11, 2025

POWERDYNE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53259	20-5572576
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

45 Main Street

North Reading, MA 01864

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(401) 739-3300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Resignation of Independent Registered Public Accounting Firm.

On April 7, 2025, Olayinka Oyebola & Co. was dismissed as independent registered public accounting firm for Powerdyne International, Inc. (the “Company”).

The audit report of Olayinka Oyebola & Co. on the consolidated financial statements of the Company for each of the most recent fiscal year ended December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal year ended December 31, 2023 and during the subsequent interim period from January 1, 2024 through April 7, 2025, (i) there were no disagreements with Olayinka Oyebola & Co. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Olayinka Oyebola & Co. satisfaction, would have caused Olayinka Oyebola & Co. to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Olayinka Oyebola & Co. with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “SEC”). A copy of Olayinka Oyebola & Co. letter, dated April 8, 20254, to the SEC, stating whether it agrees with the statements made in this report, is filed as Exhibit 18.1 to this report.

(b) Engagement of New Independent Registered Public Accounting Firm.

On April 8, 2025, the Company engaged LAO Professionals as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The decision to appoint was approved by the Company’s Board of Directors.

During the fiscal year ended December 31, 2023 and during the subsequent interim period from January 1, 2024 through April 7, 2025, neither the Company nor anyone on its behalf consulted LAO Professionals regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that LAO Professionals concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” each as defined in Regulation S-K Item 304(a)(1)(v), respectively.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description:

18.1		Letter from Olayinka Oyebola & Co. , dated April 11, 2025, to the Securities and Exchange Commission
104		Cover Page Interactive Data File (formatted in iXBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	POWERDYNE INTERNATIONAL, INC

Date: April 11, 2025	By:	/s/ James O’Rourke
		James O’Rourke
		Chief Executive Officer

Exhibit 18.1

April 11, 2025

United States Securities and Exchange

Commission Office of the Chief Accountant

100 F Street, N.E.

Washington, D.C.

20549

Re: Powerdyne International, Inc.

Dear Sirs/Madams,

We have read the statements under item 4.01 in the Form 8-K dated April 9, 2025, of Powerdyne International, Inc. to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm.

Regards,

Yours faithfully,

For: Olayinka Oyebola & Co

Yinka Oyebola FCA

Managing Partner/CEO