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Naerodynamics Inc (NDYN)

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Last Post: 1/23/2020 12:42:30 PM - Followers: 120 - Board type: Free - Posts Today: 0

PowerTech Bit, Inc was formed April 30, 2019

The merger into Ndyn was done May 6, 2019.



Common StockDark or Defunct
Pink No Information
0.00330.0013 (65.00%) at 15:06:00 EST

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0.003 / 0.0033 (1 x 1)Why is size 1?
Contact Info
  • 9605 West 49th Avenue
    Suite 200
    Wheat Ridge, CO 80033
  • Phone: 303-968-3281
Business Description

We are a publicly quoted shell company seeking to create value for our shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock.

Update Company Profile
Financial Reporting/Disclosure
Reporting Status Dark: Alternative Reporting Standard
Deregistered a/o Mar 01, 2007
Audited Financials Not Available
Latest Report Dec 31, 2009 Quarterly Report
CIK 0001076044
Fiscal Year End 12/31
OTC Marketplace Pink No Information
Profile Data
SIC - Industry Classification 9995 - Non-Operating Establishments
  Blank Check
Incorporated In: CO, USA
Year of Inc. 1996
Employees 0 a/o Dec 07, 2015
Company Officers/Contacts
David J. Cutler President, Acting CEO, Acting CFO
Company Directors
David J. Cutler  
Service Providers
Accounting/Auditing Firm

Not Available
Securities Counsel
Michael A. Littman, Attorney at Law  
7609 Ralston Road
Arvada, CO, 80002
United States


Filings Format Description Filing Date File/Film Number
RW  Documents Registration Withdrawal Request
Acc-no: 0001477932-17-005823 (NE Act)  Size: 4 KB
2017-11-27 333-218105
S-1/A  Documents [Amend] General form for registration of securities under the Securities Act of 1933
Acc-no: 0001477932-17-003591 (33 Act)  Size: 2 MB
2017-08-01 333-218105
S-1/A  Documents [Amend] General form for registration of securities under the Securities Act of 1933
Acc-no: 0001477932-17-003207 (33 Act)  Size: 693 KB
2017-07-07 333-218105
S-1/A  Documents [Amend] General form for registration of securities under the Securities Act of 1933
Acc-no: 0001477932-17-002862 (33 Act)  Size: 688 KB
2017-06-16 333-218105
S-1  Documents General form for registration of securities under the Securities Act of 1933
Acc-no: 0001477932-17-002425 (33 Act)  Size: 592 KB
2017-05-19 333-218105
REGDEX  Documents [Paper]Notice of Sale of Securities [Regulation D and Section 4(6) of the Securities Act of 1933], items 06 and UL 
Acc-no: 9999999997-08-036662 (34 Act)  Size: 1 KB
2008-08-18 021-119879
REGDEX  Documents [Paper]Notice of Sale of Securities [Regulation D and Section 4(6) of the Securities Act of 1933], items 05, 06, and UL 
Acc-no: 9999999997-08-030739 (34 Act)  Size: 1 KB
2008-07-01 021-119879




The corporation shall have authority to issue an aggregate of SEVEN HUNDRED AND SIXTY MILLION (760,000,000) shares of stock, par value ONE MILL ($0.0001) per share divided into two (2) classes of stock as follows:


a) Non-Assessable Common Stock: Seven Hundred and Fifty Million (750,000,000) shares of Common stock, Par Value One Mill ($0.0001) per share, and b) Preferred Stock: Ten Million (10,000,000) shares of Preferred stock, Par Value One Mill ($0.0001) per share.



NDYN - At least to date Wade has failed with his S-1 attempt with NDYN 


He was trying to register 500,000,000 free trading shares of stock at $.0005/share. Knowing his history with SIGO - how he sold all the S-1 registered stock to himself in SIGO despite being the secret control person of SIGO I would be willing to bet that his plan was the same for NDYN. He was probably hoping to sell the S-1 registered stock to himself despite the fact that he controlled NDYN through Novus Group LLC prior to using his good friend Nate Steck to do a reverse merger between his NDYN shell and Nate's Essentials 


On April 4, 2017, the Company executed a reverse merger with Nate’s Essentials, Inc. On April 4, 2017, the Company entered into an Agreement whereby the Company acquired 100% of Nate’s Essentials, Inc, in exchange for 2,000,000 shares of Naerodynamics Series B Preferred Stock. Additionally, 151,750,000 shares of common stock were transferred to Nate Steck from Novus Group. Immediately prior to the reverse merger, there were 249,038,025 common shares outstanding and 530,968 shares of Series A Preferred shares outstanding and Matt Billington was the sole officer/director. After the reverse merger, the Company had 249,038,025 common shares outstanding and 530,968 shares of Series A Preferred shares and 2,000,000 shares of Series B Preferred Stock outstanding. 

Hopefully the SEC never makes the NDYN S-1 effective and prevents Joseph Wade from committing more Securities Fraud/Criminal Acts like he did with the SIGO S-1 registration statements 

Joseph Wade through Novus Group LLC still owns 530,968 Series A preferred shares in NDYN. Those Series A Preferred shares can be converted into common shares in a way that the more NDYN stock that is outstanding the more common shares each preferred share can become 


Conversion at the Option of the Holder. From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable shares of Common Stock at a rate equal to 9.9% of the Common Stock. However, the holders of the Series A Preferred Stock are limited to ownership of 9.99% of the company’s common stock. 

AntiDilution. For a period of 18 months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price. The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares. At the expiration of the antidilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate equal to 9.9% on the Common Stock. For example, if on the date of expiration of the antidilution clause there are 500,000,000 shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 88.24 common shares for each 1 Series Preferred Share.

NDYN - they bought the energy shots from ISO International LLC 



ISO International LLC is part of a publicly traded company - ISOLF 


All total NDYN bought $30,580 worth of product from ISO International LLC 

The $30,580 came from Novus Group LLC (Joseph Wade) in the form of a loan agreement (a Promissory Note) 


So Joseph Wade owns all of the convertible Series A Preferred Stock in NDYN and owns all the debt 


Welcome to Naerodynamics, Inc. (OTC: NDYN). 

We are a holding company that operates subsidiaries that sell Bitcoin mining equipment and mine bitcoin.  We are currently conducting an audit to file a form 10 with the United States Securities and exchange commission.   


Capital Structure May 2019:

After the reverse merger, the Company has 249,038,025 common shares outstanding, 0 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred shares.  The Series A Preferred were cancelled in 2018 and are no longer outstanding (https://www.otcmarkets.com/stock/NDYN/security).  

Common Stock Outstanding: 249,038,025

Common Stock Held At DTC (Cede & Co): 18,074,680

Common Stock Held in Certificate form: 230,963,345

Common Shares Held by Officers/Directors: 151,750,000 (restricted) 

Common Shares Restricted: 228,706,816

Series A Preferred Outstanding: 0 (Cancelled)

Series B Preferred Outstanding: 2,000,000 (held by officer/directors)


Auditor: BF Borges CPA PC

May 27, 2019 Tweet..

MorWe’ve gotten questions about hosting. We currently plan on hosting with 3rd parties until it’s feasible to build our facility which we would do once we obtain 100,000 TH/s

June 3, 2019 Tweet..
Our officers have mined 21.097 ($179,108) since April 24, 2019. The Company will be acquiring at least 15,000 TH/s at their out of pocket cost.


Below are link to the wallets address that can be view for reference purposes to see the daily activity.  The hash power is owned by our officers and directors and the amounts are listed in the table below.  

The Company has agreed to purchase at least 15,000 TH/s at their out of pocket cost (approximately $225,000) from our officers.  

Based on the results that can be calculated from the addresses below, the 15,000 TH/s is expected to generate approximately 0.60 BTC per day.

Blockchain Address #1:  https://www.blockchain.com/btc/address/3MeMU2t252rn4ESnVn9E9aiq4bdu8oFtvj

Total Received since April 24, 2019:   13.46732098 BTC ($ 114,301.33)


Blockchain Addres #2: https://www.blockchain.com/btc/address/3Cfi1kiTMHSspkaeHw1KY6PqA14qoNH6pc

Total Received since May 17, 2019:     7.63006177 BTC ($ 53,830.76)


Date                            TH/s

June 3 - Current:       26,466 TH/s

May 25 - June 2:        23,390 TH/s

May 18 - 24:                 9,791  TH/s

May 14 - 17:                 9,127 TH/s

May 9 - 13:                  8,810 TH/s 

May 6 - 8:                   8,010 TH/s 


Recent Corp Updates

Articles of Incorporation

Series A Preferred Cancelled


Risk Factors


We plan to raise additional debt and equity financing to meet our obligations as they become due. 

We may need additional financing which we may not be able to obtain on acceptable terms. If we are unable to raise additional capital, as needed, the future growth of our business and operations would be severely limited. 

A limiting factor on our growth, and is our limited capitalization which could impact our ability to penetrate new markets, attract new customers and execute on our divisions business plans. While we are currently able to fund all basic operating costs it is possible that we may require additional funding in the future to achieve all of our proposed objectives. 

If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our Common Stock. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (for example, negative operating covenants). There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business, fund expansion, develop or enhance products or respond to competitive pressures, could suffer if we are unable to raise the additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues or possibly attain profitable operations in the future.

Future sales by our stockholders may adversely affect our stock price and our ability to raise funds. 

Sales of our Common Stock in the public market could lower our market price for our Common Stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that management deems acceptable or at all. 


Tatiana Shishova 2,000,000 Series B Preferred 

Each holder of outstanding shares of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. 

Each holder of shares of Series B Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion must involve the issuance of at least 100 shares of Common Stock. 


They will be paying themselves to acquire a company they already own! It is not another R/M! 

Additionally, the Company is currently finalizing a transaction to acquire AW Blockchain Mining. AW Blockchain Mining is a wholly owned subsidiary of Buscar Company which Anastasia Shishova, our officer and director, is the majority shareholder and sole officer and director. The acquisition is expected to close on August 30, 2019. 


Current Price
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#9379  Sticky Note Consolidated facts on why/how investors will get screwed surfkast 06/18/19 05:00:14 PM
#11422   Looks like Wade, Littman and Cutler are planning surfkast 01/23/20 12:42:30 PM
#11421   Okay folks looks like MERGER IS VERY REAL. BERKSHIRE AGENT 01/23/20 11:02:27 AM
#11420   Agreed, this is a serious micro float that IndianaTrader 01/23/20 10:14:45 AM
#11419   I hope this merger is real. Been a adesell 01/23/20 08:46:37 AM
#11418   Welp .... https://twitter.com/kingfollowuback/status/1220303391819227137?s=21 Common_centz 01/23/20 06:59:32 AM
#11417   The t trades are a MM reconciling from surfkast 01/22/20 11:09:05 AM
#11416   So many fake mergers in the last couple Common_centz 01/22/20 10:44:50 AM
#11415   Vinny make some sense Common_centz 01/22/20 10:44:07 AM
#11414   then go buy some. Vincent1974 01/22/20 10:39:38 AM
#11413   Probably not all these fake mergers out here Common_centz 01/22/20 10:36:42 AM
#11412   Says effective Jan 30 2020... ???? 80baja 01/22/20 10:23:20 AM
#11411   I realy doubt if this filling is real. Vincent1974 01/22/20 09:31:14 AM
#11410   Sweet NDYN Merger Articles Golden_Cross 01/22/20 09:21:13 AM
#11409   This is going to explode!! Merger!! krisc62 01/22/20 09:20:11 AM
#11408   Premarket volume?! Strange. adesell 01/22/20 08:44:26 AM
#11407   That’s the whole otc bro pick and choose em Common_centz 01/17/20 08:08:49 PM
#11406   Scam shell. surfkast 01/17/20 07:50:57 PM
#11405   Only 20 million shares tradable? Got damn Common_centz 01/17/20 04:14:26 PM
#11404   Which shell is that? Sean Portman 01/11/20 11:31:38 AM
#11403   Wade just wiped out investors in another shell. surfkast 01/06/20 01:21:45 PM
#11402   Lol not one single share traded. Why pump adesell 01/03/20 02:06:22 PM
#11401   Huge green week, boomtime!!! Ryanwoodle 12/29/19 12:23:33 PM
#11400   Huge week, coming up here!!! Ryanwoodle 12/29/19 12:23:20 PM
#11399   On watch for filings to hit!!! Ryanwoodle 12/29/19 05:18:29 AM
#11398   10,000 shares is phenomenal. surfkast 12/26/19 12:47:32 PM
#11397   https://twitter.com/bigtawno/status/1210209208068689920 Ryanwoodle 12/26/19 09:49:51 AM
#11396   Should be news this upcoming week, new CEO Ryanwoodle 12/25/19 11:25:22 AM
#11395   More dumping and down 28%. Wade set up surfkast 12/24/19 03:03:34 PM
#11394   Some nice buys coming in!!! Ryanwoodle 12/24/19 10:03:34 AM
#11393   Big updates coming here this week, .03 - Ryanwoodle 12/22/19 05:52:02 PM
#11392   Lol no one bought a boat load. You adesell 12/21/19 06:55:53 PM
#11391   Happy Holidays and Merry Christmas. Here's to a W3Research 12/20/19 05:38:41 PM
#11390   Yup, grabbing another boatload for today!!! Ryanwoodle 12/20/19 09:02:28 AM
#11389   Heading rapidly back to trips. surfkast 12/19/19 09:18:14 PM
#11388   I hope more clear out and we will Sean Portman 12/19/19 05:16:48 PM
#11387   BTC up 10 percent today!!! Ryanwoodle 12/18/19 03:35:43 PM
#11386   Just watch and see where we head when Ryanwoodle 12/18/19 02:12:20 PM
#11385   Sure is adesell 12/18/19 11:07:22 AM
#11384   This is playing out just like I called surfkast 12/18/19 10:48:31 AM
#11383   Huge of crap POS scam nonsense. BEWARE OF THIS! adesell 12/18/19 10:23:43 AM
#11382   What does some asshole tweeting mean for a surfkast 12/17/19 09:45:40 PM
#11381   https://twitter.com/bigtawno/status/1207039079134769152 Ryanwoodle 12/17/19 03:46:29 PM
#11380   Some nice buys coming in, good sign to Ryanwoodle 12/17/19 01:41:42 PM
#11379   Updates coming soon, per CEO, load the cheapies! Ryanwoodle 12/17/19 08:55:12 AM
#11378   Pure bullshit. surfkast 12/15/19 08:52:29 PM
#11377   What’s up up I’m taking this off my abazaba375 12/15/19 05:59:16 PM
#11376   https://twitter.com/bigtawno/status/1205960892539645952 Ryanwoodle 12/15/19 12:52:06 PM
#11375   Maybe. But float low enough along with share Sean Portman 12/14/19 06:39:40 PM
#11374   Their crayons broke and they ran out of napkins. surfkast 12/13/19 08:21:06 PM
#11373   Any idea on timeline? Or reason for no Sean Portman 12/13/19 05:43:13 PM