UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended: February ~~November 30~~28, ~~2022~~ 2025

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

For the ~~transition~~Transition ~~period~~Period ~~from~~From ~~_____________~~____________ to ~~_____________~~____________.

~~Commission~~BLACKWELL ~~File~~3D ~~Number:~~CONSTRUCTION ~~000-54452~~CORP. (Exact name of registrant as specified in its charter)

POWER AMERICAS RESOURCE GROUP LTD. (Exact name of registrant as specified in its charter)

Nevada	000-54452	80-0778461
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

Nevada		80-0778461
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

706-12 Bayswater Bay By Omniyat

~~3350~~Business SWBay, ~~148th~~Dubai ~~Avenue~~00000

~~Suite~~United ~~203~~Arab Emirates

~~Miramar,~~Tel.: FL+1 ~~33027~~7027180807

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

~~+1-888-507-4751~~Securities registered under Section 12(b) of the Act: None

Indicate by check mark whether the registrant (~~Registrant’s~~1) ~~telephone~~has ~~number,~~filed ~~including~~all ~~area~~reports ~~code~~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 ☐

~~30211~~Indicate ~~Avenida~~by decheck ~~Las~~mark ~~Banderas~~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 ☐

~~Suite~~Indicate ~~200~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-~~2002~~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 the Exchange Act.

~~Rancho~~Large ~~Santa~~accelerated ~~Margarita,~~filer ~~CA,~~☐ ~~92688~~Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒

~~(Former~~If ~~name,~~an ~~former~~emerging ~~address~~growth ~~and~~company, ~~former~~indicate ~~fiscal~~by ~~year,~~check mark if ~~changed~~the ~~since~~Company ~~last~~has ~~report~~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 ☒

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company ~~reports~~(as ~~required~~defined toin beRule ~~filed~~12b-2 ~~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 ☒

~~Indicate~~As byof ~~check~~February ~~mark~~28, ~~whether~~2025, the registrant ~~has~~had 37,997,373 ~~submitted~~shares ~~electronically and every Interactive Data File required to be submitted pursuant to Rule 405~~ of ~~Regulation~~common ~~S-T~~stock ~~(§232.405~~issued ofand ~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)~~outstanding. ~~Yes ☐ No ☒~~

~~Indicate~~BLACKWELL by3D ~~check~~CONSTRUCTION ~~mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~CORP. ~~See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~

~~Large~~ FORM ~~accelerated filer ☐ Accelerated filer ☐ Non~~10-~~accelerated Filer ☐ Smaller Reporting company ☒ Emerging Growth company ☒~~Q

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. ☐ Index

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

PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements.	4
	CONSOLIDATED BALANCE SHEETS	4
	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	7
	CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)	6
	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	8
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	15
Item 4.	Controls and Procedures.	15

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	Mine Safety Disclosures.	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	19

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 144,072,260 shares of common stock, $0.00001 par value, were issued and outstanding as of January 11, 2023.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION		3
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosure About Market Risk		19
Item 4. Controls and Procedures		19
PART II - OTHER INFORMATION		20
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults upon Senior Securities		20
Item 4. Mining Safety Disclosures		20
Item 5. Other information		20
Item 6. Exhibits		21
SIGNATURES		22

Table of Contents

~~PART~~SPECIAL ~~I—FINANCIAL~~NOTE REGARDING FORWARD-LOOKING INFORMATION

~~POWER~~This ~~AMERICAS~~quarterly ~~RESOURCES~~report ~~GROUP~~on ~~LTD~~Form 10-Q and other publicly available documents, including the documents incorporated herein by reference, contain, and our officers and representatives may from time to time make, “forward-looking” statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “expect,” “future,” “likely,” “may,” “plan,” “seek,” “will” and similar references to future periods actions or results. Examples of forward-looking statements include our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

~~CONSOLIDATED~~Forward-looking ~~BALANCE~~statements ~~SHEETS~~are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

	November 30,2022			May 31,2022
ASSETS
Current assets
Cash	$	-		$	317
Total current assets		-			317
Other assets
Licenses		5,000,000			-
Total assets	$	5,000,000		$	317
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		229,410			209,860
Derivative liability		8,090			7,526
Note payable		239,099			128,000
Convertible notes		12,500			32,500
Total current liabilities		489,099			377,886
Total liabilities		489,099			377,886
Stockholders' deficit
Preferred stock, $0.00001 par value, 100,000,000 shares authorized,		195			-
1,950,000 and 0 shares issued and outstanding as of November 30, 2022 and May 31, 2022, respectively
Common stock, $0.00001 par value, 500,000,000 shares authorized, 144,072,260 and 197,260 shares issued and outstanding as of November 30, 2022 and May 31, 2022, respectively		1,459			20
Additional paid in capital		7,117,501			2,021,264
Accumulated deficit		(2,608,254	)		(2,398,853	)
Total stockholders' deficit		4,510,901			(377,569	)
Total liabilities and stockholders' deficit	$	5,000,000		$	317

Any forward-looking statement made by us in this quarterly report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

~~See~~Factors ~~accompanying~~that ~~notes~~could cause or contribute to such differences may include, but are not limited to, those described under the ~~consolidated~~heading “Risk ~~financial~~Factors” which may be included in the Company’s Registration Statement on Form 10 as previously filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company’s other reports filed with the Commission that advise interested parties of the risks and factors that may affect the Company’s business.

Table of Contents

~~POWER~~PART ~~AMERICAS~~I. ~~RESOURCES~~FINANCIAL ~~GROUP LTD~~INFORMATION

~~CONSOLIDATED~~Item ~~STATEMENTS~~1. OFCondensed ~~OPERATIONS~~Financial Statements.

	For the three months ended						For the six months ended
	November 30,2022			November 30,2021			November 30,2022			November 30,2021
Revenue	$	-		$	-		$	-		$	-
Operating expenses
General and administration		75,464			10			75,582			10
Professional fees		53,614			18,737			131,864			21,837
Total operating expenses		129,078			18,747			207,446			21,847
Loss from operations		(129,078	)		(18,747	)		(207,446	)		(21,847	)
Other income (expenses)
Interest expense		(8,250	)		(7,282	)		(11,533	)		(11,576	)
Loss on change of derivative liability		(578	)		-			(635	)		(11	)
Foreign currency translation		182			-			1,620			-
Gain on forgiveness of notes payable		8,593			84,557			8,593			84,557
Total income (expenses)		(53	)		77,275			(1,955	)		72,970
Net loss before tax provision		(129,131	)		58,528			(209,401	)		51,123
Tax provision		-			-			-			-
Net loss	$	(129,131	)	$	58,528		$	(209,401	)	$	51,123
Net loss per common share - basic and diluted	$	(0.00	)	$	0.30		$	(0.01	)	$	0.26
Weighted average number of common shares outstanding - basic and diluted		29,180,482			197,260			14,609,672			197,260

BLACKWELL 3D CONSTRUCTION CORP

~~See~~(FKA ~~accompanying~~POWER ~~notes~~AMERICAS toRESOURCES ~~the~~GROUP ~~consolidated financial statements~~LTD)

4CONSOLIDATED ~~Table~~BALANCE ~~of Contents~~SHEETS

POWER AMERICAS RESOURCES GROUP LTD

	February 28, 2025			May 31, 2024
ASSETS
Current assets
Cash	$	1,453		$	-
Total current assets		1,453			-

Total assets	$	1,453		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		223,093			137,763
Due to related party		89,605			-
Notes payable		491,767			358,868
Total current liabilities		804,465			496,631

Total liabilities		804,465			496,631

Stockholders' deficit
Series A Preferred stock, $0.00001 par value, 100,000,000 shares authorized, 5,850,000 and 5,350,000 shares issued and outstanding as of February 28, 2025 and May 31, 2024 , respectively		65			60
Common stock, $0.00001 par value, 500,000,000 shares authorized, 37,996,794 and 55,196,794 shares issued and outstanding as of February 28, 2025 and May 31, 2024 , respectively		379			551
Additional paid in capital		9,607,753			8,672,284
Stock payable		1,297,398			63,288
Accumulated deficit		(11,708,607	)		(9,232,814	)
Total stockholders' deficit		(803,012	)		(496,631	)

Total liabilities and stockholders' deficit	$	1,453		$	-

~~CONSOLIDATED~~No ~~STATEMENTS~~assurance ~~OF STOCKHOLDERS' DEFICIT~~provided

	Preferred Stock				Common Stock				Additional					Total
	Shares		Amount		Shares		Amount		Paid-in Capital		AccumulatedDeficit			Stockholders'Deficit
Balance, May 31, 2022		-		-		197,240		20		2,021,264		(2,398,853	)		(377,569	)
Net loss		-		-		-		-		-		(80,270	)		(80,270	)
Balance, August 31, 2022		-		-		197,240		20		2,021,264		(2,479,123	)		(457,839	)
Shares issued for debt conversion		-		-		24,000,000		240		23,760		-			24,000
Share issued for settlement of accrued expenses		-		-		10,000		-		10		-			10
Shares issued for services		1,950,000		195		69,865,000		699		70,921		-			71,815
Shares issued for asset purchase agreement		-		-		50,000,000		500		4,999,500		-			5,000,000
Derivative liability written off to additional paid in capital		-		-		-		-		2,046		-			2,046
Net loss		-		-		-		-		-		(129,131	)		(129,131	)
Balance, November 30, 2022		1,950,000		195		144,072,240		1,459		7,117,501		(2,608,254	)		4,510,901
Balance, May 31, 2021		-		-		197,240		20		1,918,742		(2,393,846	)		(475,084	)
Net loss		-		-		-		-		-		(7,405	)		(7,405	)
Balance, August 31, 2021		-		-		197,240		20		1,918,742		(2,401,251	)		(482,489	)
Derivative liability written off to additional paid in capital		-		-		-		-		102,522		-			102,522
Net loss		-		-		-		-		-		58,528			58,528
Balance, November 30, 2021		-		-		197,240		20		2,021,264		(2,342,723	)		(321,439	)

Table of Contents

~~See~~BLACKWELL ~~accompanying~~3D ~~notes~~CONSTRUCTION ~~to the consolidated financial statements~~CORP

5(FKA ~~Table~~POWER ofAMERICAS ~~Contents~~RESOURCES GROUP LTD)

~~POWER~~CONSOLIDATED ~~AMERICAS~~STATEMENTS ~~RESOURCES~~OF ~~GROUP LTD~~OPERATIONS

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended						For the nine months ended
	February 28, 2025			February 29, 2024			February 28, 2025			February 29, 2024

Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administration		45,009			-			116,438			13,993
Professional fees		777,538			8,170			2,328,129			34,993
Total operating expenses		822,547			8,170			2,444,567			48,986

Loss from operations		(822,547	)		(8,170	)		(2,444,567	)		(48,986	)

Other income (expenses)
Interest expense		(11,845	)		(2,642	)		(32,178	)		(17,868	)
Loss on change of derivative liability		-			-			-			1,488
Foreign currency gain		-			-			952			2,013
Gain on forgiveness of notes payable		-			6,564			-			14,064
Total other income (expenses)		(11,845	)		3,922			(31,226	)		(303	)

Net loss before tax provision		(834,392	)		(4,248	)		(2,475,793	)		(49,289	)
Tax provision		-			-			-			-
Net loss	$	(834,392	)	$	(4,248	)	$	(2,475,793	)	$	(49,289	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.05	)	$	(0.06	)

Weighted average number of common shares outstanding - basic and diluted		37,307,905			1,196,794			48,054,669			888,181

	For the six months ended
	November 30,2022			November 30,2021
Cash Flows from Operating Activities
Net loss	$	(209,401	)	$	51,123
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain/Loss on change in derivative liability		635			11
Amortization of debt discount		1,975			-
Shares issued for services		71,815			-
Gain on forgiveness of debt		(8,593	)		(84,557	)
Changes in assets and liabilities
Accounts payable		18,218			11,576
Net cash used in operating activities		(125,351	)		(21,847	)
Cash Flows from Investing Activities:
Net cash used in investing activities		-			-
Cash Flows from Financing Activities:
Proceeds from convertible notes payable		-			25,000
Proceeds from notes payable		125,034			-
Net cash provided by financing activities		125,034			25,000
Net increase in cash		(317	)		3,153
Cash, beginning of period		317			-
Cash, end of period	$	-		$	3,153
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of convertible notes and accrued interest to notes payable	$	26,485		$	-
Shares issued for asset purchase agreement	$	5,000,000		$	-
Shares issued for conversion of notes payable	$	24,000		$	-
Notes payable converted to convertible notes	$	25,000		$	-

No assurance provided

~~See~~5 ~~accompanying~~Table ~~notes~~of ~~to the consolidated financial statements~~Contents

6BLACKWELL ~~Table~~3D ofCONSTRUCTION ~~Contents~~CORP

(FKA POWER AMERICAS RESOURCES GROUP LTD.)

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~THE~~OF ~~UNAUDITED~~STOCKHOLDERS' ~~CONSOLIDATED FINANCIAL STATEMENTS~~DEFICIT

NOVEMBER 30, 2022

	Series A											Additional								Total
	Preferred Stock					Common Stock						Paid-in			Stock		Accumulated			Stockholders'
	Shares			Amount		Shares			Amount			Capital			payable		Deficit			Deficit
Balance, May 31, 2024		5,350,000			60		55,196,794			551			8,672,284			63,288		(9,232,814	)		(496,631	)
Common shares issued for cash		-			-		5,800,000			58			57,942			-		-			58,000
Common shares issued for services		-			-		-			-			282,302			415,890		-			698,192
Net loss		-			-		-			-			-			-		(873,210	)		(873,210	)
Balance, August 31, 2024		5,350,000			60		60,996,794			609			9,012,528			479,178		(10,106,024	)		(613,649	)
Common shares exchanged for Preferred Stock.		500,000			5		(25,000,000	)		(250	)		245			-		-			-
Common shares issued for services		-			-		-			-			279,232			411,370		-			690,602
Imputed interest		-			-		-			-			13,140			-		-			13,140
Net loss		-			-		-			-			-			-		(768,191	)		(768,191	)
Balance, November 30, 2024		5,850,000			65		35,996,794			359			9,305,145			890,548		(10,874,215	)		(678,098	)
Common shares issued for services													276,165			406,850					683,015
Common shares issued for cash		-			-		2,000,000			20			19,980			-		-			20,000
Imputed interest		-			-		-			-			6,463			-		-			6,463
Net loss		-			-		-			-			-			-		(834,392	)		(834,392	)
Balance, February 28, 2025		5,850,000			65		37,996,794			379			9,607,753			1,297,398		(11,708,607	)		(803,012	)

Balance, May 31, 2023		1,950,000			20		576,794			5			7,117,915					(7,705,750	)		(587,810	)
Net loss		-			-		-			-			-			-		(28,387	)		(28,387	)
Balance, August 31, 2023		1,950,000			20		576,794			5			7,117,915			-		(7,734,137	)		(616,197	)
Shares returned to unwind employment agreement		(600	)		-		(220,000	)		(2	)		(55,598	)		-		-			(55,600	)
Shares issued for asset purchase agreement		-			-		(160,000	)		(2	)		2			-		-			-
Shares issued for asset purchase agreement		3,000,000			30		1,000,000			10			825,260			-		-			825,300
Net loss		-			-		-			-			-			-		(16,654	)		(16,654	)
Balance, November 30, 2023		4,949,400			50		1,196,794			11			7,887,579			-		(7,750,791	)		136,849
Net loss		-			-		-			-			-			-		(4,248	)		(4,248	)
Balance, February 29, 2024		4,949,400			50		1,196,794			11			7,887,579			-		(7,755,039	)		132,601

~~NOTE~~ No 1assurance ~~– NATURE OF BUSINESS AND OPERATIONS~~provided

~~Organization~~6 ~~and~~Table ~~Basis~~ of ~~Presentation~~Contents

~~Organization~~BLACKWELL 3D CONSTRUCTION CORP

~~Power Americas Resources Group Ltd..~~ (~~the~~FKA ~~“Company”)~~POWER ~~was~~AMERICAS ~~incorporated~~RESOURCES inGROUP ~~the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp.~~LTD)

~~The~~CONSOLIDATED ~~Company~~STATEMENTS ~~was~~OF ~~engaged~~CASH in the marketing of a craft beer which was brewed, distributed, and marketed solely in Quebec, Canada until the change of control which occurred in March 2019, at which time it ceased business operations. FLOWS

Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for its shareholders. The Company has no particular business combination in mind and has not entered into any negotiations regarding such a combination.

	For the nine months ended
	February 28, 2025			February 29, 2024
Cash Flows from Operating Activities
Net loss	$	(2,475,793	)	$	(49,289	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on change in derivative liability		-			(1,488	)
Gain on forgiveness of notes payable		-			(7,500	)
Stock-based compensation		2,071,809			-
Imputed interest		19,603			-
Shares returned to unwind agreement		-			(55,600	)
Changes in assets and liabilities
Accounts payable and accrued liabilities		85,330			61,521
Net cash used in operating activities		(299,051	)		(52,356	)

Cash Flows from Investing Activities:
Net cash used in investing activities		-			-

Cash Flows from Financing Activities:
Related party advances		89,605			-
Proceeds from notes payable		172,899			52,302
Repayments of notes payable		(40,000	)		-
Proceeds from the issuance of common stock		78,000			-
Net cash provided by financing activities		300,504			52,302

Net increase in cash		1,453			(54	)

Cash, beginning of period		-			54

Cash, end of period	$	1,453		$	-

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued for intangible assets	$	-		$	825,300

On No ~~February~~assurance 11, 2019, pursuant to a Stock Purchase Agreement, dated November 21, 2017, by and among Stephan Pilon, Pol Brisset (the “Selling Stockholders”), and Redstone Ventures, LTD (the “Purchaser”), the Purchaser purchased an aggregate of 151,220 (Post split) shares of common stock of Brisset Beer International, Inc., a Nevada corporation (the “Company”), from the Selling Stockholders for $0.119 per share, or an aggregate purchase price of $18,000. The 151,220 shares of common stock (Post split) purchase by the Purchaser from the Selling Stockholders represent approximately 76.66% of the outstanding 197,260 (Post split) shares of common stock of the Company and constitute a change in control of the Company. The source of funds was working capital of the Purchaser. Mr. S. Polishetty has voting and dispositive control over the Purchaser.provided

On7 ~~September~~Table ~~13, 2022, the Company received notice~~ of resignation from Kevin G. Malone from the positions of President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Sole-Director of the Corporation and appointed Mark Croskery to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the CorporationContents

~~NOTE~~BLACKWELL 23D –CONSTRUCTION ~~GOING CONCERN~~CORP

~~The~~NOTES ~~accompanying~~TO ~~financial~~THE ~~statements~~UNAUDITED ~~have~~CONSOLIDATED ~~been~~FINANCIAL prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the six months ended November 30, 2022, the Company has incurred net losses of $209,401 and accumulated deficits of $2,608,254. The Company expects losses to continue until it can achieve profitable operations from its craft beer operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.STATEMENTS

~~Our~~NOTE ~~current~~1 ~~operations~~– ~~have~~NATURE ~~been~~OF ~~funded~~BUSINESS ~~entirely~~AND from capital raised from our private offering of securities as well as additional funding received through the issuance of convertible notes and stock issuances. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.OPERATIONS

~~The~~Organization Company’s ability to continue as a going concern is dependent on its ability to achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.

~~COVID-19~~Blackwell ~~Pandemic~~3D Construction Corp (FKA Power Americas Resources Group Ltd.) (the “Company”) was incorporated in the State of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp.

InThe ~~December~~Company ~~2019,~~was anengaged ~~outbreak~~in the marketing of a ~~novel~~craft ~~strain~~beer ofwhich ~~coronavirus~~was ~~originated~~brewed, ~~in Wuhan~~distributed, ~~China (“COVID-19”)~~ and ~~has~~marketed ~~since~~solely ~~spread~~in ~~worldwide~~Quebec, ~~including~~Canada tountil the ~~Unites~~change ~~States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing~~ of ~~our~~control ~~consultants~~which ~~and~~occurred ~~vendors.~~in ~~Like~~March ~~most businesses world-wide~~2019, ~~the~~at ~~COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with~~ which ~~COVID-19~~time ~~will~~it ~~impact~~ceased ~~our~~ business, ~~financial condition, results of~~ operations ~~and cash flows~~.

7On ~~Table~~February 11, 2019, pursuant to a Stock Purchase Agreement, dated November 21, 2017, by and among Stephan Pilon, Pol Brisset (the “Selling Stockholders”), and Redstone Ventures, LTD (the “Purchaser”), the Purchaser purchased an aggregate of ~~Contents~~151,220 (Post split) shares of common stock of Brisset Beer International, Inc., a Nevada corporation (the “Company”), from the Selling Stockholders for $0.119 per share, or an aggregate purchase price of $18,000. The 151,220 shares of common stock (Post split) purchase by the Purchaser from the Selling Stockholders represent approximately 76.66% of the outstanding 789 (Post split) shares of common stock of the Company and constitute a change in control of the Company. The source of funds was working capital of the Purchaser. Mr. S. Polishetty has voting and dispositive control over the Purchaser.

~~NOTE~~On 3September –13, ~~SUMMARY~~2022, OFthe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~received ~~POLICIES~~notice of resignation from Kevin G. Malone from the positions of President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Sole-Director of the Corporation and appointed Mark Croskery to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Corporation.

~~Basis~~On October 12, 2023, the Company and Ramasamy Balasubramanian entered into that certain Unwind Agreement and Mutual Release for the purpose of ~~Presentation~~unwinding, and ~~Principles~~rendering void, the Asset Purchase executed by and between the Company and Ramasamy on October 19, 2022. The Parties have mutually and voluntarily agreed to unwind the transaction contemplated by the Original APA. Accordingly, the Company shall return all the Assets acquired per the Original APA once Ramasamy has cancelled, and returned to the Company’s treasury, the 160,000 restricted shares of ~~Consolidation~~the Company’s common stock he received per the terms of the Original APA. Additionally, effective as of October 12, 2023, Ramasamy resigned as Chief Financial Officer, Treasurer and Chairman of the Board of Directors of the Company.

~~The~~On ~~accompanying~~or ~~consolidated~~about ~~financial~~October ~~statements~~17, ~~represent~~2023, the ~~results~~Company’s Board of ~~operations~~Directors, ~~financial~~receiving ~~position~~the ~~and~~majority ~~cash~~vote ~~flows~~of the Company’s shareholders of ~~Power~~approximately ~~Americas~~74.91%, ~~Inc.~~approved ~~prepared~~the onfollowing: (i) Changing the ~~accrual~~corporate ~~basis~~name offrom ~~accounting~~Power ~~and~~Americas ~~conform~~Resource Group Ltd. to ~~accounting~~Blackwell ~~principles~~3D ~~generally~~Construction ~~accepted~~Corp.; (ii) A change in the ~~United~~Company’s ~~States~~OTC trading symbol from PARG to BDCC or, if unavailable, to BLCC or BCCP and, (iii) A One for Two Hundred Fifty (1-for-250) Reverse Stock Split of ~~America.~~the ~~The~~issued ~~consolidated~~and ~~financial~~outstanding ~~statements~~shares ~~include~~of Common Stock of the ~~financial~~Company ~~statements~~whereby every 250 shares of the Company,’s issued and ~~its~~outstanding ~~100%~~common ~~owned~~stock ~~subsidiaries.~~on ~~All~~the ~~inter-company~~Payment ~~balances~~Date ~~and~~shall ~~transactions~~automatically convert into one new share of common stock. The financial statements have been ~~eliminated~~retroactively restated to reflect the stock split.

~~Use~~8 Table of ~~Estimates~~Contents

~~The~~NOTE ~~preparation~~2 of– ~~financial~~GOING statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.CONCERN

~~Cash~~The accompanying financial statements have been prepared in US dollars and ~~Cash~~in ~~Equivalents~~accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the nine months ended February 28, 2025, the Company has incurred net losses of $2,475,793, accumulated deficits of $11,708,607, and used cash in operations of $299,051. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

~~For~~Our ~~purposes~~current operations have been funded entirely from capital raised from our private offering of securities as well as additional funding received through the ~~statement~~issuance of ~~cash~~convertible ~~flows,~~notes and stock issuances. We are entirely dependent on our ability to attract and receive additional funding from either the ~~Company~~sale ~~considers~~of ~~all~~securities ~~highly~~or ~~liquid~~outside ~~debt~~sources ~~instruments~~such ~~purchased~~as ~~with~~private investment or a ~~maturity~~strategic ofpartner. ~~three~~We ~~months~~currently have no firm agreements or ~~less~~arrangements with respect to beany ~~cash~~such ~~equivalents~~financing toand ~~the~~there ~~extent~~can ~~the~~be no assurance that any needed funds ~~are~~will ~~not~~be ~~being~~available ~~held~~to ~~for~~us ~~investment~~on ~~purposes~~acceptable terms or at all. The ~~cash~~inability ~~account~~to ~~that~~obtain issufficient ~~held~~funding of our operations in ~~Canadian~~the ~~Dollar,~~future ~~and~~will ~~foreign~~restrict ~~exchange~~our ~~transaction~~ability ~~gain~~to ~~(loss)~~grow ~~resulting~~and ~~from~~reduce ~~fluctuations~~our inability ~~the~~to ~~currency~~continue ~~exchange~~to ~~rate~~conduct ~~between~~business Uoperations.S. ~~dollar~~Our failure to raise additional funds will adversely affect our business operations, and ~~Canadian~~may ~~dollar~~require ~~has~~us ~~been~~to ~~recorded~~suspend our operations, which in turn may result in a loss to the ~~statements~~purchasers of ~~operations~~our common stock. ~~Translation~~If ~~gain~~we ~~(loss)~~are isunable ~~reported~~to asobtain anecessary ~~component~~financing, ofwe ~~other~~will ~~accumulated~~likely ~~comprehensive~~be ~~income,~~required to curtail our development plans which ~~was~~could ~~nil~~cause ~~during~~us ~~the~~to ~~year~~become ~~ended~~dormant. ~~November~~Any ~~30,~~additional ~~2022~~equity ~~and~~financing ~~2021~~may involve substantial dilution to our then existing stockholders.

~~Stock-based~~The ~~compensation~~Company’s ability to continue as a going concern is dependent on its ability to achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.

~~The~~NOTE ~~Company~~3 ~~records~~– ~~stock-based~~SUMMARY ~~compensation~~OF inSIGNIFICANT ~~accordance~~ACCOUNTING with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.POLICIES

~~The~~Basis ~~Company accounts for equity instruments issued in exchange for the receipt~~ of ~~goods~~Presentation ~~or services from other than employees in accordance with ASC 718-10~~ and ~~the~~Principles ~~conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value~~ of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50Consolidation

~~Concentration~~The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of ~~Credit~~the ~~Risk~~Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

The ~~Company~~accompanying ~~has~~consolidated nofinancial ~~off-balance-sheet~~statements ~~concentrations~~represent ofthe ~~credit~~results ~~risk~~of ~~such~~operations, asfinancial ~~foreign~~position ~~exchange~~and ~~contracts,~~cash ~~options~~flows ~~contracts~~of orBlackwell ~~other~~3D ~~foreign~~Construction ~~hedging arrangements~~Corp. ~~The~~include ~~Company~~the ~~maintains~~financial ~~all~~statements of ~~its~~the ~~cash~~Company, ~~balances~~and ~~with~~its ~~two~~100% ~~financial~~owned ~~institutions~~subsidiaries. inAll ~~the~~inter-company ~~form~~balances ofand ~~demand~~transactions ~~deposits~~have been eliminated.

89 Table of Contents

~~Earnings~~Use ~~per~~of ~~share~~Estimates

The ~~Company~~preparation ~~follows~~of ~~ASC~~financial ~~Topic~~statements ~~260~~in toconformity ~~account~~with ~~for~~generally ~~the~~accepted ~~earnings~~accounting ~~per~~principles ~~share.~~requires ~~Basic~~management ~~earnings~~to ~~per~~make ~~common~~estimates ~~share~~and ~~(“EPS”)~~assumptions ~~calculations~~that ~~are~~affect ~~determined~~the byreported ~~dividing~~amounts ~~net~~of ~~income~~assets byand ~~the~~liabilities ~~weighted~~and ~~average~~disclosure ~~number~~ of ~~shares~~contingent ofassets ~~common~~and ~~stock~~liabilities ~~outstanding~~at ~~during~~ the ~~year.~~date ~~Diluted~~of ~~earnings~~the ~~per~~financial ~~common~~statements ~~share~~and ~~calculations are determined by dividing net income by~~ the ~~weighted~~reported ~~average~~amounts ~~number~~ of ~~common~~revenue ~~shares~~ and ~~dilutive~~expenses ~~common~~during ~~share~~the ~~equivalents~~reporting ~~outstanding~~period. ~~During~~Actual ~~periods~~results ofcould ~~net~~differ ~~loss,~~significantly ~~all common stock equivalents are excluded~~ from ~~the~~those ~~diluted EPS calculation because they are antidilutive~~estimates. ~~There were no potential equivalent shares of Common Stock as of November 30, 2022.~~

~~Revenue~~Cash ~~Recognition~~and Cash Equivalents

~~The~~For ~~Company~~purposes ~~recognizes~~of ~~revenue~~the ~~from~~statement ~~its~~of ~~contracts~~cash ~~with~~flows, ~~customers~~the inCompany ~~accordance~~considers ~~with ASC~~all ~~606~~highly –liquid ~~Revenue~~debt ~~from~~instruments ~~Contracts~~purchased with ~~Customers. The~~a ~~Company~~maturity ~~recognizes~~of ~~revenues~~three ~~when~~months ~~satisfying~~or ~~the~~less ~~performance~~to ~~obligation~~be ofcash ~~the~~equivalents ~~associated~~to ~~contract~~the ~~that~~extent ~~reflects~~ the ~~consideration~~funds ~~expected~~are tonot bebeing ~~received~~held ~~based~~for oninvestment ~~the terms of the contract~~purposes.

~~Revenue~~Stock-based related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.compensation

~~Income~~The ~~Taxes~~ Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

~~Deferred~~Concentration taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~assets~~Credit and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.Risk

~~Fair~~The ~~Value~~Company has no off-balance-sheet concentrations of ~~Financial~~credit ~~Instruments~~risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.

~~The~~Earnings Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3loss) ~~broad~~per levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:share

~~Level~~The 1Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 ~~Inputs~~“Earnings ~~are~~Per ~~unadjusted~~Share”, ~~quoted~~Basic ~~prices~~earnings in(loss) ~~active~~per ~~markets~~share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented for ~~identical~~the ~~assets~~six ormonths ~~liabilities~~ended atNovember 30, 2024 since the ~~measurement~~effect ~~date~~of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect. There 0 additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of February 28, 2025.

~~Level~~10 2Table - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of ~~the instrument’s anticipated life.~~Contents

~~Level~~Revenue 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.Recognition

AsThe ~~defined~~Company byrecognizes ~~ASC~~revenue ~~820,~~from ~~the~~its ~~fair~~contracts ~~value~~with ofcustomers ain ~~financial~~accordance ~~instrument~~with ASC is606 ~~the~~– ~~amount~~Revenue atfrom ~~which~~Contracts ~~the~~with ~~instrument~~Customers. The ~~could~~Company berecognizes ~~exchanged~~revenues inwhen asatisfying ~~current~~the ~~transaction~~performance ~~between~~obligation ~~willing~~of ~~parties,~~the ~~other~~associated ~~than~~contract inthat areflects ~~forced or liquidation sale, which was further clarified as~~ the ~~price~~consideration ~~that~~expected ~~would~~to be received tobased ~~sell~~on anthe ~~asset~~terms orof ~~paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at~~ the ~~measurement date~~contract.

9Revenue ~~Table~~related ofto ~~Contents~~contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

~~The~~Fair ~~reported~~Value ~~fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety~~ of ~~factors~~Financial and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of November 30, 2022 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at November 30, 2022 and May 31, 2022.Instruments

~~Financial~~The ~~assets~~Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and ~~liabilities~~establishes ~~measured~~a atthree-level valuation hierarchy for disclosures of fair value onmeasurements. ASC 820 establishes a ~~recurring~~framework ~~basis~~for ~~are~~measuring ~~summarized~~fair ~~below~~value asin ofgenerally ~~November~~accepted 30accounting principles, ~~2022~~and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	8,090	$	8,090

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

AsLevel of2 ~~November~~- ~~30,~~Inputs ~~2022,~~(other than quoted market prices included in Level 1) are either directly or indirectly observable for the ~~Company’s~~asset ~~stock~~or ~~price~~liability ~~was~~through ~~$0.001,~~correlation ~~risk-free~~with ~~discount~~market ~~rate~~data ofat ~~4.52%~~the measurement date and ~~volatility~~for the duration of 0the instrument’s anticipated life.~~01%.~~

~~Financial~~Level ~~assets~~3 ~~and~~- ~~liabilities~~Inputs ~~measured~~reflect management’s best estimate of what market participants would use in pricing the asset or liability at ~~fair~~the ~~value~~measurement ondate. aConsideration ~~recurring~~is ~~basis~~given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are ~~summarized~~significant ~~below~~to asthe measurement of ~~May~~fair ~~31,~~value ~~2022:~~of assets or liabilities.

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	7,526	$	7,526

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date

AsThe reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of ~~May~~factors ~~31,~~and ~~2022~~assumptions. Accordingly, certain fair values may not represent actual values of the Company’s ~~stock~~financial ~~price~~instruments ~~was~~that $0could have been realized as of November 30, 2024 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement.15 The carrying amounts of the Company’s financial assets and liabilities, ~~risk~~such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-~~free~~party ~~discount~~notes ~~rate~~payables ofapproximate 0fair value due to their relatively short maturities.~~03%~~ ~~and~~The ~~volatility~~Company’s notes payable to related parties approximates the fair value of 0such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at February 28, 2025 and May 31, 2024.1%

~~The~~11 ~~following~~Table ~~table provides a summary~~ of ~~the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:~~Contents

	Amount
Balance May 31, 2022	$	7,526
Debt discount		1,975
Derivative liability written of to additional paid in capital		(2,046	)
Change in fair market value of derivative liabilities		635
Balance November 30, 2022	$	8,090

Recent Accounting Pronouncements

~~Recent~~Management ~~Accounting~~has ~~Pronouncements~~ considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

InNOTE ~~August~~4 ~~2020,~~–PROMISSORY the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.NOTES

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

	February 28, 2025		May 31, 2024
Dated March 31, 2018	$	6,500	$	6,500
Dated June 2, 2022		26,485		26,485
Dated July 23, 2022		-		10,000
Dated September 2, 2022		-		2,530
Dated November 30, 2022		6,444		6,444
Dated November 30, 2022		-		27,140
Dated December 7, 2022		4,700		5,030
Dated December 16, 2022		51,000		51,000
Dated January 25, 2023		51,000		51,000
Dated February 8, 2023		15,060		15,060
Dated February 16, 2023		25,030		25,030
Dated February 23, 2023		50,030		50,030
Dated February 28, 2023		4,789		4,789
Dated March 1, 2023		389		389
Dated May 4, 2023		5,839		5,839
Dated June 6, 2023		5,163		5,163
Dated August 9, 2023		3,000		3,000
Dated August 9, 2023		5,000		5,000
Dated August 31, 2023		5,160		5,160
Dated September 13, 2023		3,000		3,000
Dated October 17, 2023		7,000		7,000
Dated October 17, 2023		3,000		3,000
Dated November 30, 2023		8,779		8,779
Dated January 29, 2024		7,500		7,500
Dated February 29, 2024		4,700		4,700
Dated March 11, 2024		2,000		2,000
Dated March 21, 2024		2,500		2,500
Dated March 21, 2024		5,000		5,000
Dated May 1, 2024		3,755		3,755
Dated May 31, 2024		6,045		6,045
Dated July 1, 2024		5,103		-
Dated June 17, 2024		25,000		-
Dated June 18, 2024		14,000		-
Dated July 17, 2024		25,000		-
Dated July 19, 2024		25,000		-
Dated July 30, 2024		6,200		-
Dated August 30, 2024		5,041		-
Dated October 17, 2024		10,000		-
Dated October 25, 2024		10,000		-
Dated November 19, 2024		9,000		-
Dated November 19, 2024		20,000		-
Dated November 29, 2024		9,460		-
Dated February 25, 2025		9,095
Short-term promissory note payable		491,767	$	358,868

1012 Table of Contents

InOn ~~August~~March 31, 2018, the ~~FASB~~Company issued ~~ASU~~a ~~2018-13,~~promissory ~~Fair~~note ~~Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements~~ for ~~Fair~~proceeds ~~Value~~of ~~Measurement~~$6,500. The ~~ASU~~note ~~modifies~~matures ~~the~~on September ~~disclosure requirements in Topic 820~~23, ~~Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty~~ 2018 and ~~adding~~accrues ~~new~~interest ~~disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held~~ at ~~the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements~~ 1.5% ~~This~~per ~~ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019~~quarter. ~~The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.~~

InOn ~~June~~November ~~2018~~12, 2021, the ~~FASB~~holders of certain convertibles notes issued ~~ASU~~on July ,13, 2018~~-07~~, ~~Compensation-Stock~~March ~~Compensation~~23, ~~(Topic 718)~~2018, ~~Improvements~~December to31,2018 ~~Nonemployee~~and ~~Share-based~~February ~~Payments~~15, ~~(“ASU~~2019 ~~2018-07”).~~assigned ~~This~~their ~~ASU~~balances ~~expands~~to ~~the~~a ~~scope~~new ofnote ~~Topic~~holder ~~718~~(See toNote ~~include~~5). ~~share-based~~On ~~payment~~the ~~transactions~~same ~~for~~date, ~~acquiring~~the ~~goods~~Company ~~and~~issued ~~services~~new ~~from~~promissory ~~nonemployees.~~notes ~~The~~in ~~effective~~replacement ~~date~~of ~~for~~ the ~~standard~~assigned isnotes. ~~for~~Under ~~interim~~the ~~periods~~new inpromissory ~~fiscal~~notes ~~years~~the ~~beginning~~conversion ~~after~~feature ~~December~~was 15removed, ~~2018,~~the ~~with~~interest ~~early~~rate ~~adoption~~was ~~permitted~~changed to 0%, ~~but~~the nodue ~~earlier~~was ~~than~~updated ~~the~~to ~~Company’s~~being ~~adoption~~due ~~date~~upon of10 ~~Topic~~days ~~606~~written notice. ~~Under~~On ~~the~~October ~~new~~12, ~~guidance~~2023, the ~~measurement~~note ofnotes ~~nonemployee~~were ~~equity~~restructured ~~awards~~to isinclude ~~fixed~~a onpayment ~~the~~schedule ~~grant~~with ~~date.~~a ~~The~~maturity ~~new~~date ~~guidance~~of isNovember ~~required~~30, to2024. beThe ~~applied~~restructured ~~retrospectively~~note ~~with~~calls ~~the~~for ~~cumulative~~quarterly ~~effect~~payments ~~recognized at the date~~ of ~~initial application~~$5,000. ~~The~~In ~~Company~~addition isto ~~currently~~the ~~evaluating~~new payment schedule the ~~effect~~notes ~~ASU~~also ~~2018-07~~stop ~~will~~accruing ~~have~~interest onas ~~the~~of ~~consolidated~~August ~~financial~~31, ~~statements~~2023.

~~Management~~During ~~has~~the ~~considered~~year ~~all~~ended ~~recent~~May ~~accounting~~31, ~~pronouncements~~2023, the Company issued various promissory notes to the same note holder for proceeds of $11,622. The ~~Company’s~~notes ~~management~~are ~~believes~~due ~~that~~on ~~these~~demand and ~~recent~~accrues ~~pronouncements~~interest ~~will~~at ~~not~~10% ~~have~~per ayear. On ~~material~~October ~~effect~~12, on2023, the ~~Company’s~~note ~~financial~~notes ~~statements~~were restructured to include a payment schedule with a maturity date of November 30, 2024. The restructured note calls for quarterly payment ranging from $2,500 to $5,367. In addition to the new payment schedule the notes also stop accruing interest as of August 31, 2023

~~3D/4D Printing~~On ~~Technology~~June ~~Asset~~17, ~~Purchase~~2024, ~~Agreement~~the Company issued a promissory note for proceeds of $14,000. The note is due on demand and accrues interest at 10% annually.

OnDuring ~~September 9, 2022,~~ the ~~Company~~nine ~~closed~~months onended anFebruary ~~Asset~~28, ~~Purchase~~2025 ~~Agreement~~and ~~pursuant~~February to29, ~~which~~2024, the Company ~~acquired~~issued ~~certain~~various ~~assets~~promissory ~~relating~~notes with the same noteholders amounting to ~~3D/4D~~$172,899 ~~printing~~and ~~technology~~$52,302 for ~~use~~general inoperating ~~the~~purposes, ~~construction~~respectively. ~~industry~~The ~~for~~notes ~~the~~carry ~~aggregate~~a ~~purchase~~10% ~~price~~interest ~~for~~rate ~~the~~and ~~Assets~~are isdue ~~30,000,000~~upon ~~restricted~~10 ~~shares~~days ~~common~~written ~~stock~~notice. On October 1912, ~~2022~~2023, the ~~Company~~note ~~entered~~notes ~~into~~were ~~that~~restructured ~~certain~~to ~~Unwind~~include ~~Agreement~~a ~~and~~payment ~~Mutual~~schedule ~~Release~~with ~~for~~a ~~the~~maturity ~~purpose~~date of ~~unwinding~~August 31, ~~and~~2026. ~~rendering~~The ~~void~~restructured note calls for quarterly payment ranging from $15,000 to $39,295. In addition to the ~~Original~~new ~~asset~~payment ~~purchase~~schedule ~~agreement.~~the ~~Accordingly~~notes also stop accruing interest as of August 31, ~~the~~2023. ~~Company~~On ~~returned~~February ~~all~~21, 2024, the ~~Assets~~notes ~~acquired~~were sold and ~~received~~assigned to a new note holder in a private transaction. During the three months ended November 30,~~000~~ 2024, the Company made payments of $40,000 ~~restricted~~on ~~shares~~various notes due to the note holder. As of February 29, 2024 and May 31, 2024, the Company ~~which~~had ~~were~~notes ~~sent~~payable due to ~~treasury~~this holder in the amount of $491,767 and ~~cancelled~~$358,868, respectively.

~~Twin~~During ~~Infra~~the ~~Asset~~nine ~~Purchase~~months ~~Agreement~~ended February 28, 2025 and February 29, 2024, the Company recorded interest expense of $32,178 and $17,868, respectively.

OnNOTE 5 ~~October~~– ~~23,~~STOCKHOLDERS’ 2022, the Company entered into an Asset Purchase Agreement pursuant to which the Company acquired various proprietary assets and intellectual property for 50,000,000 restricted shares of common stock valued at $5,000,000.EQUITY

The Company’s ~~evaluated~~authorized ~~the~~common ~~Asset~~stock ~~Purchase~~consists ~~Agreement~~of in500,000,000 ~~accordance~~shares ~~with~~common ~~ASC~~stock ~~805~~and –100,000,000 ~~Business~~shares ~~Combinations which notes the threshold requirements~~ of aSeries ~~business~~A ~~combination~~Preferred ~~that~~Stock ~~includes~~with ~~the~~par ~~expanded~~value ~~definition~~ of a$0.00001. ~~“business”~~As ~~and~~of ~~defines~~February ~~elements~~28, ~~that~~2025 ~~are~~and toMay be31, ~~present~~2024, tothe beissued ~~determined~~and ~~whether~~outstanding anshares ~~acquisition~~ of acommon ~~business~~stock ~~occurred.~~was No37,996,794 ~~“activities”~~and ~~of the acquiree were acquired~~55,196,794. ~~Instead,~~As ~~the Company obtained control~~ of aFebruary ~~set~~28, of2025 ~~inputs~~and ~~(the~~May ~~acquired~~31, ~~assets). Thus~~2024, the ~~Company~~issued ~~determined~~and ~~agreement~~outstanding isshares ~~an acquisition~~ of ~~assets,~~preferred ~~not~~stock anwas ~~acquisition of a business in accordance with ASC 805. The total purchase price of $~~5,~~000~~850,000 inand ~~connection with the assets acquired is included in intangible assets~~5,350,000, ~~in the consolidated balance sheets~~respectively.

11During ~~Table~~the nine months ended February 28, 2025, the Company issued 7,800,000 shares of ~~Contents~~common stock for $78,000 cash.

~~NOTE~~On 5March ~~–PROMISSORY~~14, ~~NOTES~~2024, the Company issued 36,000,000 restricted shares of common stock and 1,000,000 shares of Preferred stock valued at $1,120,000 based on the stock price on the date of the agreement to the Company’s CEO for services. The Company has recorded, $837,699 of the value of the issuance was recoded to compensation cost during the nine months ended February 28, 2025.

~~Promissory~~On ~~notes~~May ~~payable~~7, at2024, ~~November~~the 30Company agreed to issued 3,000,000 ~~2022~~restricted shares of common stock and ~~May~~valued 31at $1,650,000 ~~2022~~based ~~consists~~on the stock price on the date of the ~~following:~~agreement to an executive of the Company for services. The Company has recorded, $1,234,110 of the value of the issuance was recoded to compensation cost during the nine months ended February 28, 2025.

	November 30,2022		May 31,2022
Dated March 31, 2018	$	6,500	$	6,500
Dated November 12, 2021		-		20,000
Dated November 12, 2021		-		9,000
Dated November 12, 2021		20,000		20,000
Dated November 12, 2021		20,000		20,000
Dated January 20, 2022		5,000		5,000
Dated January 20, 2022		5,000		5,000
Dated February 8, 2022		5,000		5,000
Dated February 16, 2022		20,000		20,000
Dated February 16, 2022		15,000		15,000
Dated March 3, 2022		2,500		2,500
Dated June 2, 2022		26,485		-
Dated June 29, 2022		2,500		-
Dated June 29, 2022		10,000		-
Dated June 29, 2022		10,000		-
Dated July 8, 2022		8,000		-
Dated July 11, 2022		12,500		-
Dated July 19, 2022		6,000		-
Dated July 20, 2022		5,000		-
Dated July 20, 2022		10,000		-
Dated July 23, 2022		13,500		-
Dated September 2, 2022		2,530		-
Dated November 30, 2022		6,444		-
Dated November 30, 2022		27,140		-
Long-term promissory note payable	$	239,099	$	128,000

On October 22, 2024, the Company agreed to issued 500,000 shares of Series A Preferred Stock for to the CEO of the Company for the return of 25,000,000 shares of common stock.

On ~~March~~January 3128, ~~2018~~2025, the Company ~~issued~~agreed ato ~~promissory~~issued ~~note~~2,000,000 ~~for~~shares ~~proceeds~~ of ~~$6,500.~~common ~~The~~stock ~~note~~for ~~matures on September 23~~$20,000 ~~2018 and accrues interest at 1~~cash.5% ~~per quarter.~~

OnNOTE 6 ~~November~~– ~~12,~~SUBSEQUENT 2021, the holders of certain convertibles notes issued on July ,13, 2018, March 23, 2018, December 31,2018 and February 15, 2019 assigned their balances to a new note holder (See Note 5). On the same date, the Company issued new promissory notes in replacement of the assigned notes. Under the new promissory notes the conversion feature was removed, the interest rate was changed to 0%, the due was updated to being due upon 10 days written notice.EVENTS

OnIn ~~June~~accordance 2,with ~~2022,~~ASC ~~the~~855 ~~noteholder of a certain convertible note dated September 2, 2021 converted his note and accrued interest amounting to $26,485 into a new promissory notes. Under~~ the ~~new~~Company’s ~~promissory~~management ~~notes~~reviewed ~~the~~all ~~conversion~~material ~~feature~~events ~~was~~through ~~removed,~~ the ~~interest~~date ~~rate~~these ~~was~~financial ~~changed~~statements towere ~~10%,~~available ~~the due date was updated~~ to ~~being~~be ~~due~~issued, ~~upon~~there 10were ~~days~~no ~~written~~material ~~notice~~subsequent ~~(See note 5)~~events.

On13 ~~September~~Table ~~12, 2022, the noteholder~~ of a certain notes payables dated November 12, 2021 converted his note amounting to $29,000 into a new convertible promissory notes. Under the new convertible promissory notes, a conversion feature of $.00001 was added, and the interest rate was changed to 10% (See note 5).Contents

OnItem ~~September 19, 2022, the Company issued a promissory note for proceeds of $950 to an officer for the Company for working capital purposes~~2. ~~The~~Management’s ~~note~~Discussion ~~is due on demand~~ and ~~accrues~~Analysis ~~interest~~of atFinancial ~~10%~~Conditions ~~per year. On October 17, 2022, the officer resigned~~ and ~~agreed~~Results ~~to release and forgive the note payable and accrued interest. As such the Company recorded a gain on forgiveness~~ of ~~debt in the amount of $969~~ Operations.

12FORWARD-LOOKING ~~Table of Contents~~STATEMENTS

OnThe ~~September~~following ~~26,~~discussion ~~2022,~~may contain forward-looking statements regarding the Company, ~~issued~~its abusiness ~~promissory~~prospects ~~note~~and ~~for~~its ~~proceeds~~results of ~~$2,500~~operations that are subject to ancertain ~~officer~~risks ~~for~~and uncertainties posed by many factors and events that could cause the Company’s ~~for~~actual ~~working~~business, ~~capital~~prospects ~~purposes.~~and ~~The~~results ~~note~~of isoperations ~~due~~to ondiffer ~~demand and~~materially ~~accrues~~from ~~interest~~those atthat ~~10%~~may ~~per~~be ~~year~~anticipated by such forward-looking statements. On ~~October~~These ~~17,~~forward-looking ~~2022,~~statements reflect our view only as of the ~~officer~~date ~~resigned~~of ~~and~~this ~~agreed~~report. toThe ~~release~~Company ~~and~~cannot ~~forgive~~guarantee ~~the~~future ~~note~~results, ~~payable~~levels ~~and~~of ~~accrued~~activity, ~~interest.~~performance, Asor ~~such~~achievement. ~~the~~The Company ~~recorded~~does anot ~~gain~~undertake onany ~~forgiveness~~obligation ofto ~~debt~~update inor ~~the~~correct ~~amount~~any offorward-looking ~~$2,545~~statements.

OnResults ~~October 3, 2022, the Company issued a promissory note for proceeds~~ of ~~$5,000~~Operations ~~to an officer~~ for the ~~Company~~three ~~for working capital purposes. The note is due on demand~~ and ~~accrues~~nine ~~interest~~months atended ~~10%~~February ~~per year. On October 17~~28, ~~2022,~~2025 ~~the officer resigned~~ and ~~agreed~~February ~~to release and forgive the note payable and accrued interest. As such the Company recorded a gain on forgiveness of debt in the amount of $5~~29,~~079~~ 2024

~~On November 30, 2022, the Company issued a promissory note for proceeds of $6,444. The note is due on demand and accrues interest at 10% per year.~~ Revenues

~~During~~We ~~the~~earned ~~six~~no ~~months~~revenues ~~ended~~for ~~November~~three ~~30,~~or ~~2022,~~nine ~~the~~months ~~Company~~ended ~~issued~~February ~~various~~28, ~~promissory~~2025 ~~notes~~or ~~with~~February ~~the same noteholders amounting to $107~~29,~~170~~ ~~for general operating purposes~~2024. ~~The notes carry a 10% interest rate and are due upon 10 days written notice.~~

~~During~~Operating ~~the quarters ended November 30, 2022 and 2021, the Company recorded interest expense of $7,347 and $179, respectively.~~ Expenses

~~NOTE~~We 6incurred –$822,547 ~~CONVERTIBLE~~in ~~NOTES~~operating expenses for the three months ended February 28, 2025, as compared with $8,170 in the three months ended February 29, 2024. The increase in operating expenses is the result of share issued for services during the three months ended February 28, 2025. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.

~~Convertible~~We ~~notes~~incurred ~~payable~~$2,444,567 atin ~~November~~operating 30expenses for the nine months ended February 28, ~~2022~~2025, ~~and~~as ~~May~~compared 31with $48,986 ~~2021~~in ~~consists~~the nine months ended February 29, 2024. The increase in operating expenses is the result of share issued for services during the ~~following:~~nine months ended February 28, 2025. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.

	November 30,2022		May 31,2022
Dated February 17, 2017		7,500		-
Dated September 2, 2021		-		25,000
Dated September 12, 2022		5,000		-
Total convertible notes payable, gross		12,500		25,000
Less: Unamortized debt discount		-		-
Total convertible notes	$	12,500	$	25,000

Other Income/Expenses

OnWe ~~February~~had ~~17,~~other ~~2017,~~expenses ~~the~~of ~~Company issued a convertible note for~~ $711,~~500~~845 ~~proceeds.~~for ~~The~~the ~~Company~~three ~~recorded~~months aended ~~debt~~February ~~discount~~28, ~~related~~2025, compared to ~~the~~other ~~beneficial~~income ~~conversion~~of ~~feature~~$3,922 offor the ~~note~~three ~~for~~months $7ended February 29,~~500~~ 2024. The ~~note~~decrease ~~is convertible~~ in ~~common~~other ~~stock~~expenses atwas ~~50% discount to~~ the ~~lowest~~result ~~average~~of ~~20-day~~a ~~trading~~gain ~~price and was due~~ on ~~August~~settlement ~~17,~~of ~~2017.~~notes Atpayable ~~the~~that ~~Company’s~~occurred ~~election,~~during the ~~convertible~~three ~~promissory~~months ~~note~~ended ~~can~~February ~~also~~29, ~~be settled by cash payment~~2024.

OnWe ~~September~~had 2,other ~~2022,~~expenses ~~the Company issued a convertible promissory note for proceeds~~ of $2531,~~000.~~226 ~~The~~for ~~note~~the ~~matured~~nine onmonths ~~December~~ended 2February 28, ~~2022~~2025, ~~and~~compared ~~accrues~~to ~~interest~~other atexpenses 8%of ~~per~~$303 ~~annum.~~for ~~The~~the ~~note~~nine ismonths ~~payable~~ended inFebruary ~~either~~29, ~~common~~2024. ~~stock~~ The ~~note~~decrease ~~is convertible~~ in ~~common~~other ~~stock~~expenses atwas ~~$0.01 per share. The note has not yet been paid and has~~ the ~~default~~result ~~interest rate~~ of ~~15% per annum.). On June 2, 2022,~~ the ~~noteholder~~reduction ~~converted~~of ~~the convertible note and accrued~~ interest ~~amount~~expense tothat ~~$26,485~~occurred ~~into~~during ~~a new promissory notes. Under~~ the ~~new~~nine ~~promissory~~months ~~notes~~ended ~~the~~November ~~conversion feature was removed~~30, ~~the interest rate was changed to 10%, the due date was updated to being due upon 10 days written notice (See note 4)~~2023.

OnNet September 12, 2022, the noteholder of a certain notes payables dated November 12, 2021 converted his note amounting to $29,000 into a new convertible promissory notes. Under the new convertible promissory notes, a conversion feature of $.00001 was added, and the interest rate was changed to 10% (See note 4). During the six months ended November 30, 2022, the noteholder converted $24,000 in principal into 24,000,000 shares of common stock valued at $24,000. Loss

~~During~~We recorded a net loss of $834,392 for the ~~six~~three months ended ~~November~~February 3028, ~~2022~~2025, ~~and~~compared ~~2021~~to a net loss $4,248 for the ~~Company~~three ~~recorded~~months ~~interest~~ended ~~expense~~February of29, ~~$737~~2024. ~~and~~The ~~$7,494,~~decrease ~~respectively~~in net loss was associated with the factors discussed above.

13We ~~Table~~recorded a net loss of ~~Contents~~$2,475,793 for the nine months ended February 28, 2025, compared to a net loss $49,289 for the nine months ended February 29, 2024. The decrease in net loss was associated with the factors discussed above.

~~NOTE~~14 7Table –of ~~STOCKHOLDERS’ EQUITY~~Contents

~~The~~Going Company’s authorized common stock consists of 500,000,000 shares common stock and 100,000,000 shares of Preferred Stock with par value of $0.00001. As of November 30, 2022 and May 31, 2022, the issued and outstanding shares of common stock was 144,072,260 and 197,260 (post split).Concern

~~Reverse~~The ~~Stock~~accompanying ~~Split~~financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the nine months February 28, 2025, the Company has incurred net losses of $2,475,793, accumulated deficits of $11,708,607, and used cash in operations of $299,051. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our current operations have been funded entirely from capital raised from our private offering of securities as well as additional funding received through the issuance of convertible notes and stock issuances. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.

OnThe ~~June~~Company’s ~~28,~~ability ~~2022,~~to ~~our~~continue ~~Board~~as ~~of Directors approved~~ a ~~reverse~~going ~~stock~~concern ~~split~~is ofdependent ~~our issued and authorized shares of common stock~~ on ~~the~~its ~~basis~~ability ofto 50achieve ~~old~~profitable ~~shares~~operations ~~for~~and ~~one~~to ~~(1)~~generate ~~new~~sufficient ~~share.~~cash ~~The~~flow ~~financial~~from ~~statements~~financing ~~have~~and ~~been~~operations ~~retroactively restated~~ to ~~show~~meet ~~the~~its ~~effect~~obligations ofas ~~the~~they ~~stock~~become ~~split~~payable.

OnManagement ~~September~~may ~~14,~~seek ~~2022,~~additional ~~the~~capital ~~Company~~through ~~issued~~a ~~9,000,000~~private ~~shares~~placement and public offering of its common stock. ~~valued~~Although atthere ~~$9,000~~are tono ~~convert~~assurances $9that management’s plans will be realized,~~000~~ ofmanagement ~~principal~~believes onthat ~~certain~~the ~~notes~~Company ~~payable.~~will be able to continue operations in the future.

OnLiquidity ~~November~~and ~~16,~~Capital ~~2022, the Company issued 10,000 shares of common stock valued at $10 to partially settle accrued liabilities~~Resources

OnOur ~~November~~financing ~~23,~~objective ~~2022,~~is ~~the~~to ~~Company~~maintain ~~issued~~financial ~~50,000,000~~flexibility ~~shares~~to ofmeet ~~common~~the ~~stock~~material, ~~valued~~equipment atand ~~$5,000,000~~personnel asneeds ~~consideration~~to ~~under~~support ~~the~~our ~~asset~~project ~~purchase~~commitments, ~~agreement.~~and ~~(See~~pursue ~~Note~~our 4)expansion and diversification objectives.

OnAs ~~November~~of February 28, ~~2022~~2025, ~~the~~we ~~Company~~had ~~issued~~total ~~15,000,000~~current ~~shares~~assets of ~~common~~$1,453 ~~stock~~and ~~valued~~total atcurrent liabilities of $15804,~~000~~465. toWe ~~convert~~had ~~$15,000~~a working capital deficit of ~~principal~~$803,012 onas ~~certain~~of ~~notes~~February ~~payable.~~28, 2025.

OnNet ~~September~~cash ~~12,~~used ~~2012,~~by aoperating activities was ~~issued~~$299,051 1for the nine months ended February 28,~~350~~ 2025,~~000~~ ~~shares~~as ofcompared ~~preferred~~with ~~stock~~$52,356 ~~and~~cash ~~cancelled~~used ~~135~~for the nine months ended February 29,~~000~~ ~~common~~2024. ~~shares~~Our negative operating cash flow for ~~services~~both ~~valued~~periods atwas $1our net losses,~~215~~ as adjusted to reconcile net loss to net cash provided by operating activities.

~~During~~Financing activities provided $300,504 in cash for the ~~six~~nine months ended ~~November~~February 3028, ~~2022~~2025, ~~she~~as ~~Company~~compared ~~issued~~with 70$52,~~000~~302 for the nine months ended February 29,~~000~~ ~~share~~2024. Our positive financing cash flow for 2025 and 2024 mainly consisted of ~~common~~proceeds ~~stock~~from notes payables and ~~600,000~~proceeds ~~shares~~from the issuance of ~~preferred~~common stock, ~~valued~~netted atagainst ~~$70,600~~repayments ~~for~~of ~~services.~~notes payable.

~~NOTE~~Item 83. –Quantitative ~~SUBSEQUENT~~and ~~EVENTS~~Qualitative Disclosures about Market Risk

OnAs ~~December 7, 2022, the Company issued~~ a ~~promissory~~smaller ~~note~~reporting ~~for proceeds of $5~~company,~~030.~~ ~~The~~we ~~note~~are isnot ~~due~~required onto ~~demand and~~provide ~~accrues~~the ~~interest~~information atrequired ~~10%~~by ~~per~~this ~~year~~Item.

On December 7, 2022, the Company issued a promissory note for proceeds of $375. The note is due on demand and accrues interest at 10% per year.

On November 17, 2022, the Company entered into a settlement agreement with a vendor to settle $173,085 of accrued expenses for 10,000 shares of common stock and $5,000 cash. The shares were issued on November 16, 2022 and on December 7, 2022, the Company made the cash payment settling the balance of debt in full.

14 Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements of Power Americas Resource Group Ltd (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company’s business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Results of Operations for the Three Months Ended November 30, 2022 and 2021

Revenues

We did not earn any revenues during three months ending November 30, 2022 and 2021.

Operating Expenses

Operating expenses increased to $129,078 for the three months ended November 30, 2022, from $18,747 for the same period ended November 30, 2021.

Our operating expenses for the three months ended November 30, 2022, consisted mainly of professional fees of $53,614 and general and administrative costs of $75,464 and our operating expenses for the three months ended November 30, 2021, consisted mainly of professional fees of $18,737 and general and administrative costs of $10. The reason for the increase is primarily related to the additional cost associated our filings and stock based compensation that occurred during the year ended November 30, 2022.

Other Income (Expenses)

We had other expenses of $53 for the three months ended November 30, 2022, compared with other income of $77,275 for the three months ended November 30, 2021.

Our other expenses for the three months ended November 30, 2022 consisted mainly of $8,250 in interest expense, a gain on debt forgiveness of $8,593, and gain on foreign currency translation of 182, and a loss on derivative liability of 578 compared with the three months ended November 30, 2021 consisted mainly of $7,282 in interest expense and a gain on debt forgiveness of $84,557. The reason for the decrease in other income is primarily the result of an decrease in the debt forgiveness during the three month end November 30, 2022.

Net Loss

We recorded a net loss of $129,131 for the three months ended November 30, 2022, as compared with a net income of $58,528 for the three months ended November 30, 2021. The reason for the decrease in net income is primarily the result of an decrease in the debt forgiveness during the three month end November 30, 2022.

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Results of Operations for the Six Months Ended November 30, 2022 and 2021

Revenues

We did not earn any revenues during six months ending November 30, 2022 and 2021.

Operating Expenses

Operating expenses increased to $207,446 for the six months ended November 30, 2022, from $21,847 for the same period ended November 30, 2021.

Our operating expenses for the six months ended November 30, 2022, consisted mainly of professional fees of $$131,864 and general and administrative costs of $75,582 and our operating expenses for the six months ended November 30, 2021, consisted mainly of professional fees of $21,837 and general and administrative costs of $10. The reason for the increase is primarily related to the additional cost associated our filings and stock based compensation that occurred during the year ended November 30, 2022.

Other Income (Expenses)

We had other expenses of $1,955 for the six months ended November 30, 2022, compared with other income of $72,790 for the six months ended November 30, 2021.

Our other expenses for the six months ended November 30, 2022 consisted mainly of $11,533 in interest expense, a gain on debt forgiveness of $8,593, and gain on foreign currency translation of 1,620 and a loss on derivative liability of $635 compared with the six months ended November 30, 2021 consisted mainly of $11,576 in interest expense and a gain on debt forgiveness of $84,557. The reason for the decrease in other income is primarily the result of an decrease in the debt forgiveness during the six months ended November 30, 2022.

Net Loss

We recorded a net loss of $209,401 for the six months ended November 30, 2022, as compared with a net income of $51,123 for the six months ended November 30, 2021. The reason for the decrease in net income is primarily the result of a decrease in the debt forgiveness during the six months ended November 30, 2022.

Liquidity and Capital Resources

As of November 30, 2022, we had total current assets of $0 and total assets in the amount of $5,000,000. Our total current liabilities as of November 30, 2022 were $489,099. We had a working capital deficit of $489,099 as of November 30, 2022, compared with a working capital deficit of $377,569 as of May 31, 2022.

Cash Flows from Operating, Investing and Financing Activities

	Year ended November 30,
	2022			2021
Net cash used in operating activities	$	(125,351	)	$	(21,847	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		125,034			25,000
Net increase/(decrease) in Cash		-			3,153
Cash, beginning	317				-
Cash, ending	$	-		$	3,153

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Operating activities

For the six months ended November 30, 2022, net cash flows used in operating activities consisted of a net loss of $209,401 loss on change in derivative liabilities of $635, gain on forgives of debt of $8,593, and a net increase in change of operating assets and liabilities of $18,218. For the six months ended November 30, 2021, net cash flows used in operating activities consisted of a net loss of $51,123 loss on change in derivative liabilities of $11, gain on forgives of debt of $84,557, and a net increase in change of operating assets and liabilities of $11,576.

Financing activities

Net cash provided by financing activities for the period ended November 30, 2022 was $125,034, as compared to $25,000 for the same period of 2021. The increase of net cash provided by financing activities was mainly attributable more cash raised from debt, equity, and royalty

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Going concern– The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the six months ended November 30, 2022, the Company has incurred net losses of $209,401 and accumulated deficits of $2,608,254. The Company expects losses to continue until it can achieve profitable operations from its craft beer operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Off Balance Sheet Arrangements

As of November 30, 2022, there were no off balance sheet arrangements.

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Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the Company’s adoption date of Topic 606. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the effect ASU 2018-07 will have on the consolidated financial statements.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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Item 3. Quantitative and Qualitative Disclosure About Market Risk

Smaller reporting companies are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Responsibility for Controls and Procedures

The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s controls over financial reporting are designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our ~~management,~~Principal ~~including~~Executive ~~our~~Officer ~~principal executive officer~~ and ~~principal~~Chief ~~financial~~Financial ~~officer~~Officer, the Company conducted an evaluation of ~~our~~the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) ~~and Rule 15d-15(e)~~ promulgated under the ~~Securities~~ Exchange Act ~~of 1934~~, as ~~amended (Exchange Act), as~~ of ~~November~~February 3028, ~~2022~~2025. Based on this evaluation, ~~our~~management ~~principal executive officer and principal financial officer have~~ concluded that ~~the~~our ~~Company’s~~financial disclosure controls and procedures were not effective so as ~~of such date~~ to ~~ensure~~timely ~~that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded~~record, ~~processed~~process, ~~summarized,~~summarize and ~~reported~~report ~~within~~financial ~~the~~information ~~time~~required ~~periods~~to ~~specified~~be inincluded ~~the~~on ~~Securities~~our ~~and~~SEC ~~Exchange~~reports ~~Commission’s~~due ~~rules~~to ~~and forms and that~~ the Company’s ~~disclosure~~limited ~~and~~internal ~~controls~~resources ~~are~~and ~~designed~~lack toof ~~ensure~~ability ~~that information required~~ to behave ~~disclosed~~multiple bylevels ~~the~~of ~~Company~~transaction inreview. ~~the~~However, ~~reports~~as ~~that~~a weresult ~~file~~of orour ~~submit~~evaluation ~~under the Exchange Act is accumulated~~ and ~~communicated~~review toprocess, management, ~~including~~believes ~~our~~that ~~principal~~the ~~executive~~financial ~~officer~~statements and ~~principal~~other ~~financial~~information ~~officer,~~presented orherewith ~~persons~~are ~~performing~~materially ~~similar functions, as appropriate to allow timely decisions regarding required disclosure~~correct.

~~Changes in~~ Internal Control ~~over~~Over Financial Reporting

~~There~~As ~~were~~of noFebruary ~~changes~~28, in2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal ~~controls~~control over financial reporting, ~~that~~as ~~occurred~~defined ~~during~~in ~~our~~Rules ~~last~~13a-15(f) ~~fiscal~~or ~~quarter~~15d-15(f) ~~that~~promulgated ~~have~~under ~~materially~~the ~~affected,~~Securities orExchange ~~are~~Act ~~reasonably~~of ~~likely~~1934 toand ~~materially~~based ~~affect~~on the criteria for effective internal control described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (as revised). Based on our evaluation, management concluded that our internal control over financial reporting was not effective so as to timely record, process, summarize and report financial information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. However, as a result of our evaluation and review process, management believes that the financial statements and other information presented herewith are materially correct.

19The ~~Table~~management including its Principal Executive Officer/Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of ~~Contents~~the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.

~~PART~~Because IIof -the ~~OTHER~~inherent ~~INFORMATION~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

~~Item~~The 1.Company ~~Legal~~has ~~Proceedings~~limited resources and as a result, a material weakness in financial reporting currently exists, because of our limited resources and personnel, including those described below.

~~There~~* ~~are~~The noCompany ~~pending~~has ~~legal~~an ~~proceedings~~insufficient toquantity ~~which~~of ~~the~~dedicated ~~Company~~resources isand aexperienced ~~party~~personnel orinvolved in ~~which~~reviewing ~~any~~and ~~director~~designing internal controls. As a result, ~~officer~~a ormaterial ~~affiliate~~misstatement of the ~~Company,~~interim ~~any~~and ~~owner~~annual offinancial ~~record~~statements could occur and not be prevented or ~~beneficially~~detected ofon ~~more~~a ~~than~~timely 5%basis. of* ~~any~~We ~~class~~have ofnot ~~voting~~achieved ~~securities~~the optimal level of ~~the~~segregation ~~Company,~~of orduties ~~security~~relative ~~holder~~to iskey afinancial ~~party~~reporting ~~adverse~~functions. to* ~~the~~We ~~Company~~do not have an audit committee or ~~has~~an aindependent ~~material~~audit ~~interest~~committee ~~adverse~~financial expert. While not being legally obligated to ~~the~~have ~~Company.~~an ~~The~~audit ~~Company~~committee or independent audit committee financial expert, it is management’s ~~property~~view isthat ~~not~~to ~~the~~have ~~subject~~an audit committee, comprised of ~~any~~independent ~~pending~~board ~~legal~~members, ~~proceedings~~and an independent audit committee financial expert is an important entity-level control over the Company’s financial statements.

~~Item~~16 ~~1A.~~Table ~~Risk~~of ~~Factors~~Contents

~~Smaller~~A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting ~~companies~~such ~~are~~that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not ~~required~~be prevented or detected on a timely basis. Management has determined that a material weakness exists due to ~~provide~~a ~~the~~lack ~~information~~of ~~required~~segregation byof ~~this~~duties, ~~Item~~resulting 1Afrom the Company’s limited resources and personnel.

~~Item~~Remediation 2.Efforts ~~Unregistered~~to ~~Sales~~Address ofDeficiencies ~~Equity~~in ~~Securities~~Internal ~~and~~Control ~~Use~~Over ofFinancial ~~Proceeds~~Reporting

~~None~~As a result of these findings, management, upon obtaining sufficient capital and operations, intends to take practical, cost-effective steps in implementing internal controls, including the possible remedial measures set forth below. As of February 28, 2025, we did not ~~previously~~have ~~reported~~sufficient capital and/or operations to implement any of the remedial measures described below.

~~Item~~* 3Assessing the current duties of existing personnel and consultants, assigning additional duties to existing personnel and consultants, and, in a cost effective manner, potentially hiring additional personnel to assist with the preparation of the Company’s financial statements to allow for proper segregation of duties, as well as additional resources for control documentation. ~~Defaults~~* ~~upon~~Assessing ~~Senior~~the ~~Securities~~duties of the existing officers of the Company and, in a cost effective manner, possibly promote or hire additional personnel to diversify duties and responsibilities of such executive officers. * Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors will consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members. * Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control Integrated Framework issued by Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (as revised).

~~None.~~(b) Change in Internal Control Over Financial Reporting

~~Item~~The 4.Company ~~Mining~~has ~~Safety~~not ~~Disclosures~~made any change in our internal control over financial reporting during the period ended February 28, 2025.

~~Not~~17 ~~applicable.~~Table of Contents

~~Item~~PART 5II. ~~Other~~OTHER ~~information~~INFORMATION

~~None~~Item 1. Legal Proceedings.

20We ~~Table~~are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of ~~Contents~~business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.

Item 61A. ~~Exhibits~~Risk Factors.

EXHIBITNUMBER		DESCRIPTION
3.01(a)		Articles of Incorporation, as amended, filed as an Appendix to the Company’s Information Statement on Schedule 14C filed with the SEC on June 24, 2014.
3.01(b)		Amended & Restated Articles of Incorporation filed as an Exhibit to the Company’s Form 8-K filed with the SEC on September 12, 2022.
3.02		Bylaws filed as Exhibit 4.1 to the Registration Statement on Form S-1 filed with the SEC on July 1, 2010.
10.01		Asset Purchase Agreement by and between the Company & Boris Goldstein dated September 9, 2022, filed as an Exhibit to the Company’s Form 8-K filed with the SEC on September 15, 2022.
10.02		Unwind Agreement and Mutual Release by and between the Company & Boris Goldstein dated October 19, 2022, filed as an Exhibit to the Company’s Form 8-K filed with the SEC on October 25, 2022.
10.03		Asset Purchase Agreement by and between the Company & Ramasamy Balasubramanian effective October 19, 2022, filed as an Exhibit to the Company’s Form 8-K filed with the SEC on October 25, 2022.
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)(1)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)(1)
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Label Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The risks described under the heading “Risk Factors” in our Factors that could cause or contribute to such differences may include, but are not limited to, those described under the heading “Risk Factors” which are included in the Company’s Registration Statement on Form 10, as amended, which was previously filed with the Securities and Exchange Commission. The risks and uncertainties described therein are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.

~~____________~~You should carefully read and consider such risks, together with all of the other information in our Registration Statement on Form 10 and in this Quarterly Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our condensed consolidated financial statements and related notes), and in the other documents that we file with the SEC.

~~(1)~~There ~~Filed~~have ~~Herewith~~been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Registration Statement on Form 10, as amended.

*Item ~~Filed Herewith~~2. ~~Pursuant~~Unregistered toSales ~~Regulation S-T, this interactive data file is deemed not filed or part~~ of aEquity ~~registration statement or prospectus for purposes of Sections 11 or 12 of the~~ Securities ~~Act~~and ofUse ~~1933, is deemed not filed for purposes~~ of ~~Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections~~Proceeds.

21(a) ~~Table~~During the quarter ended February 28, 2025, there were no unregistered sales of ~~Contents~~our securities that were not reported in a Current Report on Form 8-K, if any. (b) Not applicable. (c) None.

~~SIGNATURES~~Item 3. Defaults Upon Senior Securities.

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~None.

	Power Americas Resource Group Ltd.
Date: January 23, 2023	By:	/s/ Mark Croskery
	Name:	Mark Croskery
	Title:	Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director

Item 4. Mine Safety Disclosures.

22Not Applicable.

Item 5. Other Information.

None

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Item 6 - Exhibits

Number Description of Exhibit

3.1		Articles of Incorporation, as amended**

3.2		Bylaws**

3.3		Certificate of Designation filed April 11, 2024 with the Nevada Secretary of State***

31.1		Certification of Principal Executive Officer Pursuant to Rule 13A-14(A) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Pursuant to Rule 13A-14(A) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.2		Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

** Previously Filed as part of the Company’s Registration Statement on Form 1-A, specifically as exhibits to the Part II-Offering Circular thereto, originally filed with the SEC on March 20, 2024.

*** Previously Filed as part of the Company’s Registration Statement on Form 1-A, specifically as exhibits to the Part II-Offering Circular thereto, originally filed with the SEC on April 22, 2024.

# The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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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, thereunto duly authorized.

		BLACKWELL 3D CONSTRUCTION CORP.

Dated: March ___, 2025		/s/ Mohammed Saif Zaveri
		Mohammed Saif Zaveri
		President and Director
		Principal Executive Officer

		BLACKWELL 3D CONSTRUCTION CORP.

Dated: March ___, 2025		/s/ Krishnendu Chatterjee
		Krishnendu Chatterjee
		Principal Financial Officer
		Principal Accounting Office

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