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~~Washington,~~UNITED ~~D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2025 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ~~fiscal~~transition ~~year~~period ~~ended~~from ~~May~~________ ~~31,~~to ~~2018~~_________

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

POWER AMERICAS RESOURCES GROUP LTD. (F/K/A BRISSET BEER INTERNATIONAL, INC.) (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

~~370~~Business ~~Guy~~Bay, ~~Suite~~Dubai ~~G9 Montreal A8 H31-1S6~~00000

~~(Address~~United ofArab ~~principal executive offices)~~Emirates

~~917-403-1430~~Tel.: +1 7027180807

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

Securities registered pursuant to Section 12(b) of the ~~Exchange~~ Act: None

Securities registered pursuant to Section 12(g) of the ~~Exchange~~ Act: ~~None~~Common Stock, $0.00001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the ~~Securities~~ Act. Yes ☒ ☐ No ☐ ☒

Indicate by check mark whether the registrant (1) has filed all reports 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 ☒☐

Indicate by check mark 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 ☒☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item~~filer, ~~405~~an ofaccelerated ~~Regulation~~filer, Sa non-Kaccelerated ~~(§229.405~~filer, ofa ~~this~~smaller ~~chapter)~~reporting iscompany ~~not~~or ~~contained~~an ~~herein,~~emerging ~~and~~growth ~~will~~company. ~~not~~See ~~be contained, to~~ the ~~best~~definitions of ~~registrant's~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer,” ~~proxy~~“smaller orreporting ~~information~~company” ~~statements~~and ~~incorporated~~“emerging bygrowth ~~reference~~company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ☒

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~Filer ~~registrant~~☐ ~~is a large accelerated filer, an accelerated filer, a non~~Non-~~accelerated~~Accelerated ~~filer,~~Filer a☒ ~~smaller~~Smaller ~~reporting~~Reporting ~~company~~Company or☒ ~~emerging~~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. (Check one):~~☒

~~Large~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by ~~Non-accelerated~~check ~~filer~~mark ☒if ~~Smaller~~the ~~Reporting~~registrant ~~company~~has ☒elected ~~Emerging~~not ~~Growth~~to ~~company~~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. ☐

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant has ~~elected~~filed ~~not~~a toreport ~~use~~on ~~the~~and ~~extended~~attestation ~~transition~~to ~~period~~its ~~for~~management’s ~~complying~~assessment ~~with~~of ~~any~~the ~~new~~effectiveness orof ~~revised~~its ~~financial~~internal ~~accounting~~control ~~standards~~over ~~provided~~financial ~~pursuant~~reporting tounder Section 13404(ab) of the ~~Exchange~~Sarbanes-Oxley Act (15 U. ☒S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the ~~Exchange~~correction ~~Act).~~of ~~Yes~~an ~~☒ No~~error to previously issued financial statements. ☐

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference~~any toof ~~the~~those ~~price~~error atcorrections ~~which~~are ~~the~~restatements ~~common~~that ~~equity~~required ~~was~~a ~~last~~recovery ~~sold,~~analysis ~~or the average bid and asked price~~ of ~~such~~incentive-based ~~common~~compensation ~~equity,~~received asby ofany ~~the last business day~~ of the registrant'’s ~~most~~executive ~~recently~~officers ~~completed~~during ~~second fiscal quarter. $0 based on~~ the ~~closing~~relevant ~~price~~recovery ofperiod ~~the~~pursuant ~~common~~to ~~stock on November 30, 2021~~§240.10D-1(b). ☐

AsIndicate ofby ~~July~~check 1,mark ~~2022,~~whether ~~there~~the ~~were~~registrant ~~9,863,000~~is ~~shares~~a ofshell ~~common~~company ~~stock~~(as ~~outstanding~~defined in Rule 12b-2 of the Act). Yes ☐ No ☒

~~Documents~~The ~~Incorporated~~aggregate market value of the voting and non-voting common equity held by ~~Reference:~~non-affiliates ~~None~~computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $3,963. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.

~~FORWARD-LOOKING~~As ~~STATEMENTS~~of September 15, 2025, there were 37,997,373 shares of the registrant’s common stock outstanding.

~~This~~BLACKWELL ~~Annual~~3D ~~Report~~CONSTRUCTION ~~on Form 10-K contains forward-looking information~~CORP. Forward-looking information includes statements relating to future actions, prospective products, future performance, or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Power Americas Resources Group Ltd. (the “Company”, “BBI”, “us” or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

~~The~~Report ~~Company has based the forward-looking statements relating to the Company's operations~~ on ~~management's~~Form current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that we cannot predict. In particular, we have based many of these forward10-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company's actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.K

2TABLE OF CONTENTS

		Page
PART I.

Item 1.	Business	3
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	21
Item 1C	Cybersecurity	22
Item 2.	Properties	22
Item 3.	Legal Proceedings	22
Item 4.	Mine Safety Disclosures	22

PART II.		23

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	[Reserved]	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	27
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	27

PART III.		28

Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accountant Fees and Services	32

PART IV.		33

Item 15.	Exhibits and Financial Statement Schedules	33
Item 16.	Form 10-K Summary

Table of Contents

PART I

~~Item~~FORWARD 1.LOOKING ~~Description of Business~~STATEMENTS

~~Corporate~~Except ~~Developments~~for statements of historical fact, certain information described in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss the Company’s future expectations, including its expectations of its future results of operations or financial position, or state other “forward-looking” information. Blackwell 3D Construction Corp. believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or to control. Further, the Company urges you to be cautious of the forward-looking statements which are contained in this Annual Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products, and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of the Company’s Annual Report, as well as other cautionary language in this Annual Report, describe such risks, uncertainties and events that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on the Company’s business, results of operations and financial position.

~~Power~~ITEM ~~Americas Resources Group Ltd~~1. ~~(the “Company”) was incorporated under the laws of the State of Florida on May 11, 2010, under the name Benefit Solutions Outsourcing Corp~~BUSINESS. ~~The Company was initially formed to offer small and medium-sized businesses services that reduced invoicing expenses, sped up receipt of monies, and allowed authorization and recovery of paper drafts.~~

OnBlackwell ~~April~~3D 4,Construction ~~2014,~~Corp. ~~the~~is ~~Company entered into~~ an ~~asset~~emerging ~~purchase~~3D ~~agreement~~house ~~(the~~printing ~~“Asset~~company ~~Purchase~~that ~~Agreement”)~~aims ~~with Scenario A, a Quebec corporation (“Scenario A”),~~ to ~~purchase~~transform ~~all of its assets relating to “Broken 7”, a craft beer to be brewed in Montreal, Quebec, Canada, for a purchase price of $25,000. The Asset Purchase Agreement relates to~~ the ~~Broken~~construction ~~7 trademark and recipe only~~landscape. No other assets were acquired. $12,500 was paid at closing and $12,500 was to be paid 60 business days after the closing date of April 7, 2014. By letter agreement dated July 16, 2014, the parties agreed to extend the date on which the second payment of $12,500 was due to August 15, 2014. The Company made the final installment of $12,500 to Scenario A on August 14, 2014.

~~Effective~~At ~~July~~Blackwell 243D Construction Corp., ~~2014~~we envision a future where sustainable, ~~the~~affordable, ~~Company~~and ~~changed~~innovative ~~its~~housing ~~state~~solutions ofare ~~incorporation~~accessible ~~from~~to ~~Florida~~everyone. Our mission is to ~~Nevada~~revolutionize ~~and~~the ~~its~~construction ~~name~~industry ~~from~~by ~~“Buckeye~~leading ~~Oil~~the &way ~~Gas,~~in ~~Inc~~3D house printing technology.” We are committed to ~~“Brisset~~delivering ~~Beer~~cutting-edge, ~~International~~eco-friendly, ~~Inc.”~~and bycustomizable housing solutions that redefine the ~~merger~~way homes are built. Through creativity, technological prowess, and a dedication to environmental responsibility, we strive to build communities and empower individuals to realize their dreams of ~~Buckeye~~a ~~Oil~~secure &and ~~Gas~~comfortable home. To this end, ~~Inc~~we have developed certain innovative 3D house printing technology assets aimed at revolutionizing the construction industry. ~~with~~Our goal is to specialize in printing fully functional and ~~into~~livable ~~its~~residential ~~wholly~~housing ~~owned~~and ~~subsidiary~~small-scale apartment buildings in a fraction of the time and cost compared to traditional construction methods. Initially, ~~Brisset~~our ~~Beer~~focus ~~International~~will be on launching in the United States, ~~Inc~~the United Arab Emirates (“UAE”) and Southeast Asia.

~~Until~~Our ~~April~~3D ~~2014,~~house ~~the~~printing ~~Company~~process ~~was~~involves ~~engaged~~using incommercially ~~the~~available ~~acquisition~~large-scale ~~and~~3D ~~exploration~~printers ~~of oil~~ and ~~gas~~a ~~properties.~~specialized ~~Since~~concrete ~~its~~mixture ~~asset~~to ~~purchase~~create ~~in April 2014,~~ the ~~Company~~structural ~~has~~components ~~abandoned~~of ~~its~~the ~~interests~~house. inThe ~~its~~printing ~~two~~process ~~oil and gas properties and~~ is ~~principally~~highly ~~engaged~~automated, inallowing ~~the~~us ~~development~~to ofcreate aintricate ~~brewing,~~designs ~~distribution,~~ and ~~marketing~~details ofwith ~~craft-brewed beer business in the province of Quebec, Canada~~precision. ~~Our~~Blackwell ~~craft~~believes ~~beer~~its ~~consists~~approach ~~of a single brand known as Broken 7, which we distribute~~ to ~~private~~construction ~~retail~~will ~~stores,~~have ~~grocery~~several ~~chains and on-premise accounts across Quebec, Canada~~advantages.

On1. ~~November~~Our ~~10,~~3D ~~2014,~~printed ~~the~~houses ~~Company~~may ~~entered~~be ~~into~~faster ~~a Service Agreement with Sandberg International Limited~~ to ~~provide~~build ~~investor~~than ~~relations~~traditional ~~for the Company. For such services~~houses, ~~Sandberg~~taking ~~International~~only ~~receives~~a ~~$500~~few ~~per~~weeks ~~month,~~to ~~and~~complete; on2. ~~November~~Our ~~10,~~process ~~2014,~~will ~~was~~be ~~issued~~environmentally ~~125~~friendly,~~000~~ ~~shares~~producing ofless ~~common~~waste ~~stock~~and ofusing ~~the~~less ~~Company,~~energy; ~~Class A warrants to purchase 125~~and,~~000~~ ~~shares of common stock exercisable at $0~~3.15 ~~per~~Our ~~share~~construction ~~and~~costs ashould ~~Class~~be Blower ~~warrant~~than totraditional ~~purchase 125~~construction,~~000~~ ~~shares~~allowing ofus ~~common stock exercisable at $0.25 per share. The agreement shall continue until either party notifies the other that it desires~~ to ~~terminate~~offer ~~the~~affordable ~~agreement~~housing ~~on 30 days' written notice~~solutions.

3We will cater to a diverse range of clients, including individuals, businesses, and governments, who are looking for a modern and cost-effective solution to their construction needs. Our experienced team can design customized houses that meet our client’s specific requirements and preferences. As we implement our business plan, we intend to constantly innovate and improve our technology to provide even better solutions for our clients.

On3 ~~December~~Table 2, 2014 Biere Brisset International Inc., a Canadian corporation wholly-owned subsidiary by Company (“BBII”), entered into a five-year Manufacturing and Distribution Agreement (the “Distribution Agreement”) with 90127-2021 Quebec Inc., a Quebec company doing business as Breuvages Blue Spike (“Blue Spike”) pursuant to which Blue Spike has the exclusive right to manufacture, distribute and sell BBII's Broken 7 beer in certain designated networks in the following Canadian provinces and U.S. states: Newfoundland, Prince-Edward Island, New Brunswick, Nova Scotia, Quebec, Ontario, Maine, New Hampshire, Vermont, New York, Massachusetts, Connecticut, Rhode Island, New Jersey, Pennsylvania, Ohio, Michigan, Illinois, Indiana, Kentucky, West Virginia, Virginia, Washington DC, Delaware, Maryland. The Company granted Blue Spike a right of ~~first refusal to act as exclusive agent for the distribution and sale of its products in other new territories.~~Contents

OnThe ~~April~~Company 1is still in its development stage, ~~2016~~with nominal operations and assets. As a result, ~~BBII~~we ~~amended~~are ~~the~~considered ~~Distribution~~a ~~agreement~~shell (company under Rule 405 of the ~~“Amendment”)~~Securities ~~with~~Act ~~Blue~~and ~~Spike~~are subject to ~~clarify~~additional ~~certain~~regulatory ofrequirements ~~the~~as ~~business~~a ~~terms~~result ~~regarding~~of ~~the~~this ~~margins~~status, ~~pricing~~including limitations on our shareholder’s ability to re-sell their shares in our company, ~~and~~as ~~distribution~~well ~~networks~~as additional disclosure requirements.

~~Subject~~Blackwell to3D ~~Blue~~Construction ~~Spike's approval, the Company may sell products manufactured by Blue Spike in the Company's own distribution network~~Corp. ~~Products~~Key ~~sold~~Points: ~~within~~Our ~~the~~vision ~~Company's~~is ~~own distribution network are subject~~ to ~~higher~~revolutionize ~~margins for~~ the ~~Company.~~construction ~~The~~industry ~~Company~~by isutilizing ~~responsible,~~3D atconcrete ~~its~~printing ~~expense,~~technology ~~for~~to ~~the~~create ~~marketing~~sustainable and ~~promotion~~low-carbon offootprint ~~Broken 7, and has agreed to invest 25% of the gross margin of its products for marketing and advertising~~homes.

· The ~~Company~~traditional ~~granted~~construction ~~Blue~~industry ~~Spike~~is inefficient, wasteful, and has a ~~right~~significant ofcarbon ~~first~~footprint. ~~refusal~~The ifneed ~~the~~for ~~Company~~sustainable ~~sells~~and orinnovative ~~transfers~~solutions ~~all~~to oraddress athese ~~portion~~issues ofhas ~~its~~never ~~rights~~been ingreater. ~~its~~· ~~brands~~We will utilize 3D concrete printing technology to create sustainable and low-carbon footprint villas. IfOur approach will significantly reduce the ~~Company~~time, isresources, ~~sold~~and waste generated during ~~the~~construction, ~~term~~resulting ofin ~~the~~a ~~agreement,~~more ~~the~~efficient ~~Company~~and iscost-effective ~~obligated~~process. · We intend to ~~pay~~construct ~~Blue~~sustainable ~~Spike~~homes 2using 3D concrete printing technology.5% ofThese ~~the~~homes ~~purchase~~will ~~price~~be ~~for~~designed ~~every~~with ~~$250,000~~sustainability ofin ~~product~~mind ~~sales~~and will incorporate features such as solar panels, upenergy-efficient tosystems, $5and ~~million~~green ~~but~~roofs. ~~not~~This towill ~~exceed~~provide ~~50%~~a oflow-carbon ~~the~~footprint ~~sale~~alternative ~~price~~to traditional construction methods. ~~The~~· ~~agreement~~We ~~also~~intend ~~provides~~plans to file for ~~various~~several ~~payment~~patents ~~returns~~related to ~~Blue~~3D ~~Spike~~concrete ifprinting ~~the~~technology ~~Company~~and issustainable ~~sold~~construction ~~when~~methods. Our innovative approach to construction has the ~~agreement~~potential isto nodisrupt ~~longer~~the intraditional ~~effect,~~construction ~~depending~~industry onand ~~when~~create a new market for sustainable solutions. · We believe that our solution provides a more efficient and ~~why~~cost-effective alternative to traditional construction methods, while also addressing the ~~agreement~~growing isneed nofor ~~longer~~sustainable solutions in ~~effect~~the industry. The ~~agreement~~market ~~will~~potential ~~automatically~~for ~~renew~~sustainable and innovative construction solutions is significant, with a growing demand for ansustainable ~~additional~~and ~~five~~eco-~~year~~friendly ~~term~~buildings. ~~unless~~· ~~either~~Our ~~party~~Management ~~notifies~~team consists of experienced professionals in the ~~other~~construction ofindustry, ~~its~~with ~~intention~~expertise ~~not~~in 3D printing technology, sustainable design, and finance. Our team is committed to ~~renew~~creating ~~180~~innovative ~~days~~and ~~prior~~sustainable solutions to address the ~~expiration~~challenges offacing the ~~initial~~construction ~~term~~industry.

OnBlackwell’s ~~March~~approach 1,to ~~2015~~construction, ~~BBII~~utilizing ~~entered~~3D ~~into~~concrete aprinting ~~five-year manufacturing and distribution agreement (the “CBB Agreement”) with La Compagnie de Biere Brisset~~technology, ~~Inc.~~provides ~~(“CBB”),~~an aopportunity ~~specialty brewer,~~ to ~~help~~disrupt ~~bring to market and test new line extensions for beer brands owned by~~ the ~~Company.~~traditional ~~The~~construction ~~CBB~~industry ~~Agreement grants CBB the right to manufacture Broken 7 beer in accordance with certain minimum~~ and ~~production~~potentially ~~capacities~~become ~~set~~a ~~forth~~leader in ~~the~~sustainable ~~Agreement~~construction. ~~Proceeds,~~With ifa ~~any,~~focus ~~from~~on ~~the sale of BBI products will be retained by CBB as compensation for its services. Unless earlier terminated by BBII's bankruptcy~~sustainability, ~~insolvency or sale of its business or assets or the gross misconduct or negligence of CBB~~innovation, ~~the~~and ~~Agreement will automatically renew for an additional five-year term unless either party notifies the other of its intention not to renew 180 days prior to the expiration of the initial term~~efficiency.

OnBlackwell ~~April~~is 1,committed ~~2016,~~to ~~BBII~~creating ~~amended~~a better future for the ~~manufacturing~~construction industry and ~~distribution~~the ~~agreement~~world. ~~(the~~As ~~“Amendment”)~~we ~~with~~advance ~~Blue~~our ~~Spike~~plan toof ~~clarify~~operation, ~~certain~~we ofbelieve ~~the~~there ~~business~~are ~~terms~~a ~~regarding~~few ~~the~~corporate ~~margins,~~pillars ~~pricing,~~that ~~and~~we ~~distribution~~must ~~networks.~~follow in order to achieve success:

~~The~~1. ~~Distribution~~Innovation ~~Agreement~~Leadership: ~~and~~We are dedicated to staying at the ~~CBB~~forefront ~~Agreement~~of ~~were~~3D ~~terminated~~printing ontechnology, ~~March~~continuously pushing boundaries to develop and refine cutting-edge solutions for the housing industry. 2. Sustainability: We are committed to minimizing the environmental impact of construction. Our 3D printing processes prioritize the use of eco-friendly materials and reduce waste, ~~2018~~contributing to a greener and more sustainable future. 3. Affordability and Accessibility: We believe that everyone deserves a safe and comfortable home. By leveraging 3D printing technology, we aim to make housing more affordable and accessible, addressing housing challenges worldwide. 4. Customization: Recognizing the diversity of individual needs and preferences, Blackwell offers a range of customizable designs and features, ensuring that each home is uniquely tailored to the needs and tastes of its occupants. 5. Community Building: Beyond constructing houses, we are committed to building communities. Through strategic partnerships and community outreach programs, we will seek to contribute to the development and well-being of the areas in which we operate.

WeAs ~~are currently seeking acquisition partners~~ we ~~believe~~embark ~~would~~on bethis ~~beneficial~~transformative ~~for~~journey, ~~the~~Blackwell ~~Company~~3D ~~and~~Construction ~~our shareholders~~Corp. Tois ~~this~~poised ~~end, we intent~~ to ~~begin~~redefine the ~~process of identifying sectors and industries that current management believes will provide the most long-term and short-term benefit to the existing and~~ future ~~shareholders~~ of ~~the Company. However~~housing, asmaking ofquality ~~the~~homes ~~date~~more ofaccessible, ~~this Report we have not identified any potential acquisition candidates or entered any negotiations relating to the same. Additionally~~sustainable, ~~we intend to continue to take such corporate actions necessary to fulfil our reporting obligations with the SEC~~ and ~~undertaking~~customized ~~other~~than ~~corporate~~ever ~~actions necessary to continue and eventually grow the Company’s business operations, through the identification of suitable acquisition partners~~before. ~~We intend to update our shareholders during this process.~~

On4 ~~March~~Table ~~16, 2022, our board~~ of ~~directors approved changing our corporate name from Brisset Beer International, Inc. to Power Americas Resources Group Ltd.~~ Contents

4BLACKWELL - PROPERTIES & EQUIPMENT

~~ITEM~~Currently, 1Aour office space is located in a shared office space which we believe is sufficient for our present needs. ~~RISK~~We ~~FACTORS~~do, however, test our technology at off-site locations, where we also conduct our research and development. Additionally, and as of the date hereof, we neither own nor lease any real property and while we have begun the process of identifying several properties and prospective project sites that we consider suitable for our initial operations we do not presently have any real property under contract or letter of intent. As we continue to advance our plan of operation, we intend to keep our shareholders and other stakeholders apprised of all advancements towards our initial Home/Apartment construction project.

~~Not~~As ~~applicable~~for any developing construction company, we believe, based on management experience, that the acquisition of physical assets, including the acquisition of the actual 3D printer we will use in our construction process, will be tailored for each project as we move forward therewith. For the Company to ~~smaller~~have ~~reporting~~physical ~~companies~~assets (other than general office equipment, computers, phones, etc.) would require storage and potentially lease payments on any such equipment. We do not anticipate any difficulty in acquiring the assets necessary for the physical construction of our potential proposed projects. As we move from site acquisition to physically building our projects, we anticipate needing to acquire, either directly or through subcontractors, to be determined by cost and other factors related to general construction standards, the following:

~~Item~~3D 1BPrinter: First and foremost, we will need a large-scale 3D printer capable of printing structures like walls and other structural components of the house. ~~Unresolved~~These ~~Staff~~printers ~~Comments~~can be gantry-style or robotic arm-based, depending on the technology used. We have identified the following companies that have such printers available for sale or lease as the case may be.

~~There~~· COBOD specializes in developing gantry-style 3D printers for construction. Their printers are noused ~~unresolved~~worldwide ~~staff~~for ~~comments~~projects ranging from small-scale housing to large commercial buildings. · XtreeE which focuses on providing 3D printing solutions for architecture and construction. They offer robotic arm-based 3D printers capable of printing large-scale architectural elements and structures. · CyBe Construction offers a range of 3D concrete printers and associated technologies for construction applications. Their printers are designed to print various building components, including walls, floors, and facades.

~~Item~~While 2.there ~~Description~~are ofother ~~Properties~~companies we may consider, we do not anticipate any delays in acquiring the necessary 3D printer as necessary.

~~Corporate~~· ~~Office~~Gantry or Robotic Arm: Depending on the type of 3D printer we select we will need a gantry system or a robotic arm to move the printhead or extruder along the specified path to deposit the construction material layer by layer. Generally, this will be supplied by the same company supplying the printer. · Construction Material: Appropriate construction material for the 3D printer, including concrete, various types of polymers, and even recycled materials. · Computer and Design Software: We anticipate outsourcing the design the structure we want to print, typically CAD (Computer-Aided Design) software is typically used for this purpose. We will also need software specifically designed for generating G-code, the language that controls most 3D printers. · Leveling and Calibration Tools: Ensuring the printer is properly calibrated and leveled is crucial for printing accurate and structurally sound components. Tools such as laser levels, rulers, and calibration blocks are commonly used for this purpose. · Power Source: A stable power source is necessary to run the 3D printer and other equipment. · Maintenance Tools: Regular maintenance of the 3D printer is essential to keep it in good working condition. · Finishing Tools: We may need tools for finishing and smoothing the printed surfaces, such as sanders, grinders, or trowels. · Site Preparation Equipment: We anticipate needing equipment for site preparation, such as excavators, bulldozers, or compactors. · Utilities: Access to utilities like water and electricity is essential for both the construction process and the functioning of the 3D printer.

We5 doTable ~~not own any real property. Our head office is located at 265 Sunrise Highway, Suite 276, Rockville Centre, NY, 11570. We are able to use this office space free~~ of ~~charge as it is the office space, we share with the offices of other businesses owned by our principal executive officer. Management believes that our office space is suitable for our current needs.~~Contents

~~Item~~These 3are some of the essential equipment and tools required for developing and building a 3D printed home. ~~Legal~~The ~~Proceedings~~specific requirements may vary depending on the scale of the project, the chosen construction method, and the design of the structure we intend to print.

~~There~~Paths ~~are no pending legal proceedings~~ to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's properties are not the subject of any pending legal proceedings.Revenue

~~Item~~Blackwell 43D Construction Corp. ~~Mine~~has ~~Safety~~identified ~~Disclosures~~various avenues to generate revenue, capitalizing on the innovative technology, and our applications in the construction industry. The following is a brief summary of key potential revenue streams:

The Company has no mining operations.

Construction Services: Primary revenue comes from offering 3D printing construction services to clients, including private individuals, real estate developers, and government entities. Charge fees for designing and constructing 3D printed structures, considering factors such as size, complexity, and customization.

Customization Upgrades: Offer premium customization options for clients who want unique design features, layouts, or architectural elements, generating additional revenue through customization fees.

5· Consultation and Design Services: Provide consultation services for clients seeking expertise in 3D printing technology, construction planning, and design optimization. Charge fees for architectural and engineering design services, ensuring structures are both aesthetically pleasing and structurally sound. · Material Sales: Develop and sell proprietary or specialized 3D printing construction materials to other construction companies or projects, creating a recurring revenue stream. · Training Programs: Offer training programs and workshops for construction professionals and companies interested in adopting 3D printing technology, generating revenue through enrollment fees. · Technology Licensing: License proprietary 3D printing technology, software, or patents to other construction firms or entities looking to incorporate this technology into their operations. · Maintenance and Support Services: Provide ongoing maintenance, troubleshooting, and support services for 3D printing equipment and software, establishing a recurring revenue model. · Research and Development Collaborations: Engage in collaborative research and development projects with industry partners or academic institutions, generating revenue through grants, partnerships, or government funding. · Real Estate Development: Invest in or partner with real estate development projects that utilize 3D printing technology, participating in the profits generated from property sales or leasing. · International Expansion: Explore opportunities for global expansion by offering 3D printing construction services in international markets, generating revenue from overseas projects. · Smart Home Integration: Explore partnerships or in-house development of smart home technologies that can be integrated into 3D printed houses, offering additional revenue streams through technology upgrades and maintenance services.

~~PART~~By IIstrategically diversifying revenue streams and staying at the forefront of technological advancements, 3D house printing companies can build a sustainable and profitable business model in the construction industry.

~~Item~~6 5.Table ~~Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases~~ of ~~Equity Securities~~Contents

~~Market~~Plan ~~Information~~of Operation - Operational Goals

~~There~~The ~~has~~following ~~been~~timelines noand ~~market~~amounts ~~for~~are ~~our~~approximate ~~securities.~~and ~~Our~~are ~~common~~subject ~~stock~~to ischange ~~quoted~~due onto ~~the~~market ~~OTC~~conditions ~~Markets~~and ~~Pink~~at ~~Sheets under~~ the ~~symbol~~sole ~~BBII.~~discretion ~~However,~~of ~~a market has not yet developed~~Management. ~~There is no assurance that a trading market will develop, or, if developed, that it will be sustained.~~

Security Holders

1.	Phase 1: Infrastructure Development
		○	Continue to develop and refine our proprietary construction material blends optimized for 3D printing.
		○	Hire and train a skilled workforce specializing in 3D construction techniques.
2.	Phase 2: Product Development
		○	Continue to develop, design, and prototype a range of 3D-printed residential and commercial building models.
		○	Test structural integrity, durability, and compliance with to regulatory standards.
3.	Phase 3: Commercial Launch
		○	Begin large-scale production of 3D-printed homes and commercial units.
		○	Continue to partner with contractors, developers, and governments for bulk projects.
		○	Continue to implement sustainable practices to minimize environmental impact.
4.	Phase 4: Market Expansion
		○	Expand operations to multiple facilities across key regions.
		○	Introduce advanced customization options and premium architectural services.
		○	Launch a marketing campaign to increase brand visibility and attract new customers.

~~As of May 1, 2022, there were approximately 46 holders of record of the Company's common stock.~~Timeline

Dividends

1.	2025 (Q2-Q4): Infrastructure Development
		○	Secure facility location and set up manufacturing equipment (Q2).
		○	Recruit key staff and finalize material formulations (Q2-Q4).
		○	Conduct initial pilot tests for production (Q4).
2.	2025 (Q2-Q4): Product Development and Testing
		○	Create and refine prototypes for residential and commercial units (Q2-Q4).
		○	Perform rigorous testing to meet regulatory standards (Q2-Q4).
		○	Establish partnerships for pilot projects (Q4).
3.	2025 - 2026 (Q4-Q2): Commercial Launch
		○	Begin production of commercial projects.
		○	Scale up operations and refine processes based on market feedback.
4.	2026+: Market Expansion
		○	Establish additional facilities in strategic locations.
		○	Broaden service offerings and expand into international markets.

~~The~~Estimated Company has not declared or paid any cash dividends on its common stock, nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants, and other factors the Board considers relevant.Costs

Securities Authorized for Issuance under Equity Compensation Plans

1.	Phase 1: Full Infrastructure Development
		○	Facility setup and equipment: $250,000.
		○	Recruitment and training: $25,000.
		○	Material research and development: $50,000.
2.	Phase 2: Product Development
		○	Prototype development: $1 million.
		○	Regulatory testing and compliance: $500,000.
3.	Phase 3: Commercial Launch
		○	Marketing and partnerships: $1 million.
		○	Initial production costs: $2.5 million.
4.	Phase 4: Market Expansion
		○	Expansion to new facilities: $4-5 million.
		○	Marketing and R&D for new markets: $2 million.

~~The~~7 ~~Company~~Table ~~does~~of ~~not have any equity compensation plans.~~Contents

~~Recent~~Funding ~~Sales of Unregistered Securities~~Strategy

~~None~~As of the date of this Report we have not secured any financing. However, we continue to pursue all avenues available us, including the following:

Purchases of Equity Securities by the Company

1.	Capital
		○	Equity investment from venture capital and private investors.
		○	Ongoing funding round to raise $2-10 million, over the next 2 to 3 years.
2.	Government Grants and Incentives
		○	Apply for grants and innovation funding programs.
		○	Leverage tax incentives for eco-friendly practices.
3.	Revenue Generation
		○	Pre-sale agreements for 3D-printed units to generate upfront revenue.
		○	Long-term contracts with real estate developers and government projects.
4.	Debt Financing
		○	Secure low-interest loans for infrastructure expansion.
		○	Partner with financial institutions for project-based financing.

~~None~~This operational plan provides a structured pathway for Blackwell 3D Construction Corp. to establish itself as a leader in the 3D construction market. By adhering to this plan, the Company aims to achieve sustainable growth, technological leadership, and a lasting impact on the construction industry. And to be certain, the foregoing timelines and amounts are approximate and are subject to change due to market conditions and at the sole discretion of Management.

~~Item~~Current 6.Problems ~~Selected~~in ~~Financial~~the ~~Data~~3D Home Printing Industry & the Blackwell Solution

A1. ~~smaller~~Regulatory ~~reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.~~Compliance:

~~Item~~The 7.Challenge: ~~Management's~~Adhering ~~Discussion~~to existing building codes and ~~Analysis~~regulations orthat ~~Plan~~may ofnot ~~Operation~~have provisions for 3D printed construction.

~~Our~~Blackwell ~~Management's~~Solution: ~~Discussion~~Collaborate ~~and~~with ~~Analysis~~regulatory ~~contains~~bodies ~~not only statements that are historical facts, but also forward-looking statements which involve risks and uncertainties and assumptions. Because forward-looking statements are inherently subject~~ to ~~risks~~establish ~~and~~standards ~~uncertainties,~~for ~~our~~3D ~~actual~~printed results may differ materially from the results discussed in the forward-looking statements. The following discussion and analysis of financial condition and results of operations of the Company is based uponstructures, and ~~should~~actively beengage ~~read~~ in ~~conjunction~~dialogue ~~with,~~to ~~the~~update ~~audited financial statements~~ and ~~related~~adapt ~~notes~~existing ~~elsewhere in this Annual Report on Form 10-K~~regulations.

62. Technology Costs:

~~Results~~The ofChallenge: ~~Operations~~High initial costs for ~~the~~acquiring ~~Years~~and ~~Ended~~maintaining ~~May~~3D ~~31,~~printing ~~2018,~~equipment and ~~2017~~technology.

~~Revenues~~Blackwell Solution: Seek partnerships, government grants, or funding to offset technology costs. Additionally, ongoing investments in research and development may lead to more cost-effective solutions over time.

~~Revenue for the year ended May 31, 2018 decreased to $1,836 from $27,644 for the year ended May 31, 2017~~3. ~~The~~Material ~~decrease was the result of the termination of our distribution agreement.~~Development:

~~Operating~~The ~~Expenses~~Challenge: Limited availability and high costs of specialized 3D printing construction materials.

~~Operating~~Blackwell ~~expenses decreased to~~Solution: ~~$169,164~~Invest ~~for~~in ~~the~~research ~~year~~and ~~ended~~development ~~May~~to ~~31,~~create ~~2018~~more ~~from~~affordable ~~$516,604~~and ~~for~~sustainable ~~the same period ended May 31, 2017~~materials. ~~The~~Collaborate ~~decrease~~with ~~was~~material ~~the~~science ~~result~~experts ofand ~~the~~suppliers ~~termination~~to ofexplore ~~our~~innovative ~~distribution agreement~~alternatives.

~~Our~~8 ~~operating~~Table ~~expenses for the year ended May 31, 2018 consisted~~ of ~~selling, general and administrative expenses of $18,011, professional fees of $86,653, and Management and director fees of $64,500.~~Contents

~~Our~~4. ~~operating~~Public ~~expenses~~Perception ~~for the year ended May 31, 2017 consisted of selling, general~~ and ~~administrative expenses of $454,973, professional fees of $16,052, and Management and director fees of $45,579.~~Acceptance:

~~Other~~The ~~Expenses~~Challenge: Limited public awareness and acceptance of 3D printed homes as a viable and safe construction method.

WeBlackwell ~~had~~Solution: ~~other~~Conduct ~~expenses~~outreach ofand ~~$46,962~~education ~~for~~campaigns to inform the ~~year~~public ~~ended~~about ~~May~~the 31benefits, ~~2018~~safety, asand ~~compared~~sustainability ~~with other expenses~~ of ~~$4,445~~3D ~~for~~printed ~~the year ended May 31, 2017~~housing. ~~Interest~~Showcase ~~expense~~successful ~~increased~~projects asand aengage ~~result~~with of the ~~Company~~community ~~issuing~~to ~~additional~~build ~~debt~~trust.

~~Our other income for the year ended May 31, 2018 consisted primarily of interest expense, and a loss on derivative liability, and foreign exchange translation~~5. ~~Our~~Skilled ~~other~~Labor ~~expenses for the year ended May 31, 2027 consisted of interest expense.~~Shortage:

7The Challenge: Lack of skilled workers familiar with 3D printing technology and construction methods.

~~Net~~Blackwell ~~Loss~~Solution: Invest in training programs and partnerships with educational institutions to develop a skilled workforce. Create internship opportunities and collaborate with industry experts to bridge the skills gap.

We6. ~~recorded~~Scaling ~~a net loss of $214,290 for the year ended May 31, 2018, as compared with a net loss of $485,913 for the year ended May 31, 2017.~~Production:

~~Liquidity~~The ~~and~~Challenge: ~~Capital~~Scaling ~~Resources~~up production to meet demand without compromising quality.

~~Going~~Blackwell ~~concern~~Solution: –Implement ~~The~~efficient ~~accompanying~~project ~~financial~~management ~~statements have been prepared on a going concern basis~~systems, ~~which~~invest ~~contemplates the realization of assets and the satisfaction of liabilities~~ in ~~the~~multiple ~~normal~~3D ~~course~~printing ~~of business. The Company has incurred cumulative net losses of $2~~units,~~186,984~~ ~~since its inception~~ and ~~requires~~optimize ~~capital~~production ~~for its contemplated operational and marketing activities to take place~~workflows. ~~The~~Continuous ~~Company’s~~process ~~ability~~improvement ~~to generate the necessary funds through licensing of its core products or the ability to raise additional capital through the future issuances of common stock or debt~~ is ~~unknown.~~essential The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for ~~the Company to continue operations~~scalability. These factors, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~As of May 31, 2018, we had total current assets of $15,702~~7. ~~Our~~Design ~~total current liabilities as of May 31, 2018 were $283,924. We had a working capital deficit of $268,222 as of May 31, 2018, compared with a working capital deficit of $46,432 as of May 31, 2017.~~Complexity:

~~Operating~~The ~~activities~~Challenge: ~~used~~Designing ~~$56,021~~complex instructures ~~cash~~that ~~for~~meet ~~the~~both ~~year~~aesthetic ~~ended May 31, 2018, as compared with $65,511 used for the year ended May 31, 2017. Our negative operating cash flow for May 31, 2018~~ and ~~2017~~structural ~~was largely the result of our net loss for the years~~requirements.

~~Cash~~Blackwell ~~flows~~Solution: ~~used~~Collaborate ~~by financing activities during the year ended May 31, 2018 provided $69,838, as compared~~ with ~~cash~~architects ~~provided~~and ofengineers ~~$26,250~~to ~~for~~refine ~~the~~design ~~year ended May 31~~processes, ~~2017.~~utilize ~~Our~~advanced ~~positive~~software ~~financing cash flow~~ for ~~the~~design ~~years ended May 31~~optimization, ~~2018~~and ~~was~~invest ~~largely~~in aresearch ~~result~~to ofsimplify ~~proceeds~~construction ~~from convertible notes payable~~techniques.

~~The~~8. ~~features~~Supply ofChain ~~the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.~~Disruptions:

~~Based~~The ~~upon~~Challenge: ~~our~~Potential ~~current~~disruptions ~~financial~~in ~~condition, we do not have sufficient cash to operate our business at~~ the ~~current~~supply ~~level~~chain for ~~the~~3D ~~next~~printing ~~twelve~~materials ~~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~~components. 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.

~~Item~~Blackwell ~~7A.~~Solution: ~~Quantitative~~Diversify suppliers, maintain strategic inventories, and ~~Qualitative~~establish ~~Disclosure~~contingency ~~About~~plans ~~Market~~to ~~Risk~~mitigate the impact of supply chain disruptions.

A9. ~~smaller reporting company, as defined by Item 10 of Regulation S~~Long-K,Term ~~is not required to provide the information required by this item.~~Durability:

8The Challenge: Ensuring the long-term durability and structural integrity of 3D printed homes.

~~Item~~Blackwell 8.Solution: ~~Financial~~Invest ~~Statements~~in thorough testing and quality control processes, collaborate with structural engineers, and conduct long-term studies to assess the performance of 3D printed structures over time.

~~Gries & Associates, LLC Certified Public Accountants 501 S~~10. ~~Cherry~~Financing ~~Street~~and ~~Suite 1100 Denver, Colorado 80246~~Insurance:

~~Report~~The Challenge: Limited availability of ~~Independent~~financing ~~Registered~~options ~~Public~~and ~~Accounting~~insurance ~~Firm~~coverage for 3D printed homes.

~~Board~~Blackwell Solution: Work with financial institutions to develop specialized financing programs for 3D printed housing projects. Collaborate with insurance providers to create tailored insurance policies that address the unique aspects of ~~Directors~~3D ~~and~~printed ~~Shareholders~~construction.

~~Brisset~~Addressing ~~Beer~~these ~~International~~challenges requires a holistic approach involving collaboration with various stakeholders, ~~Inc~~ongoing research and development, and a commitment to transparency and education within the industry and the broader community.

~~Opinion~~9 onTable ~~the~~of ~~Financial Statements~~Contents

WeLife ~~have~~Cycle ~~audited~~Stages ~~the accompanying consolidated balance sheet~~ of ~~Brisset~~a ~~Beer~~3D ~~International,~~Printed ~~Inc.~~Housing (the “Company”) as of May 31, 2018, and the related consolidated statement of operations, statement of stockholders’ deficit, and cash flows for the year ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2018, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Community:

~~Basis~~Our proposed projects will center, among other projects, around the development of a 3D Printed Housing Community, we will leverage cutting-edge 3D printing technology, offering sustainable, cost-effective, and customizable housing solutions. Our planned community will not only provide comfortable and modern homes but will also serve as a model for ~~Opinion~~environmentally conscious and community-focused development.

~~These financial statements are the responsibility of the entity’s management~~1. ~~Our~~Planning responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Design:

We· ~~conducted~~Initial ~~our~~conceptualization ~~audits~~and infeasibility ~~accordance with the standards of the PCAOB~~studies. ~~Those~~· ~~standards~~Collaborative ~~require~~design ~~that we plan~~ and ~~perform~~customization ~~the~~discussions ~~audit~~with topotential ~~obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~residents. ~~The~~· ~~Company~~Architectural isand ~~not~~engineering ~~required~~planning to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for ~~the~~3D ~~purpose~~printed ~~of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting~~structures. ~~Accordingly, we express no such opinion.~~

~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~2. ~~Such~~Regulatory procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Approval:

~~Going~~· ~~Concern~~Submission ~~Uncertainty~~of plans to regulatory authorities for approval. · Obtaining necessary permits and adhering to building codes.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~3. AsLand discussed in note 2 to the financial statements, the Company has incurred losses since inception of $2,186,984. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Acquisition:

~~Emphasis~~· ofAcquiring ~~Matters-Risks~~the ~~and~~designated ~~Uncertainties~~land for the housing community.

~~The Company is not able to predict the ultimate impact that COVID -19 will have on its business~~4. ~~However,~~Construction if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate. Phase:

~~/s/~~· ~~Gries~~Setting &up ~~Associates,~~3D ~~LLC~~printing equipment and infrastructure. · Commencing the 3D printing of structures. · Quality control and monitoring throughout the construction process.

We5. ~~have~~Community ~~served as the Company's auditor since 2022.~~Development:

~~Denver~~· Establishment of community amenities such as parks, COcommon areas, and utilities. · Introduction of smart technologies and sustainable features.

~~May~~6. ~~25,~~Marketing ~~2022~~and Sales:

blaze@griesandassociates.com 501 S. Cherry Street, Suite 1100, Denver, Colorado 80246 (O)720-464-2875 (M)773-255-5631 (F)720-222-5846

	·	Launching marketing campaigns to attract potential residents.
	·	Sales and leasing of 3D printed homes.

97. Occupancy and Move-In:

~~REPORT~~· OFHanding ~~INDEPENDENT~~over ~~REGISTERED~~completed ~~PUBLIC~~homes ~~ACCOUNTING~~to ~~FIRM~~residents. · Supporting residents during the move-in process.

To8. ~~the~~Community ~~Board~~Growth ~~of Directors~~ and ~~Stockholders~~Integration:

~~Power~~· ~~Americas~~Facilitating ~~Resource~~community ~~Group~~events ~~Ltd.~~and ~~(f/k/~~activities to foster a ~~Brisset~~sense ~~Beer~~of ~~International,~~belonging. ~~Inc~~· Integrating additional services and amenities based on community needs.)

~~Opinion~~10 onTable ~~the~~of ~~Financial Statements~~Contents

~~We have audited the accompanying balance sheet of Power Americas Resource Group Ltd~~9. ~~(f/k/a~~Maintenance ~~Brisset Beer International, Inc.) (“the Company”) as of May 31, 2017,~~ and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.Upgrades:

~~Going~~· ~~Concern~~Providing ongoing maintenance and support services. · Offering upgrades and customization options for existing residents.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~10. AsLong-Term discussed in Note 2 to the financial statements, the Company has incurred net losses and expects those losses to continue until it can achieve profitable operations. This factor raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Sustainability:

~~Basis~~· Monitoring and optimizing the community's environmental impact. · Implementing sustainable practices for ~~Opinion~~ongoing community development.

~~These financial statements are the responsibility of the Company’s management~~11. ~~Our~~Expansion ~~responsibility~~or is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Renovation:

We· ~~conducted~~Considering ~~our~~options ~~audit~~for incommunity ~~accordance~~expansion with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or ~~fraud.~~renovation ~~The~~based Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on ~~the~~demand ~~effectiveness~~and ofevolving ~~the Company’s internal control over financial reporting~~needs. ~~Accordingly, we express no such opinion.~~

~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~12. ~~Such~~Legacy ~~procedures included examining, on a test basis, evidence regarding the amounts~~ and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.Impact:

We· ~~have~~Reflecting ~~served~~on as the ~~Company’~~community's ~~auditor~~long-term ~~since~~impact ~~2018~~on residents and the surrounding area. ~~Spokane,~~· ~~Washington~~Establishing ~~September~~a ~~14,~~legacy ~~2018~~of innovation and sustainability.

10TARGET MARKET IN THE U.S.A. & U.A.E.

Power Americas Resource Group Ltd.
Target Market	Description
(formally Brisset Beer International, Inc.) Consolidated Balance Sheets (Audited)
Affordable Housing	3D concrete printing technology can significantly reduce the cost of building houses, which makes it a suitable solution for affordable housing.
	May 31,			May 31,
Disaster Relief	In the aftermath of natural disasters, 3D concrete printing technology can be used to quickly build temporary shelters and housing for displaced people.
	2018			2017
Customized Architecture	3D concrete printing technology can be used to create complex shapes and structures that are difficult or impossible to achieve with traditional construction methods.
ASSETS
Infrastructure Projects	3D concrete printing technology can be used to build infrastructure projects such as bridges, tunnels, and retaining walls.
Current Assets
Commercial Construction	3D concrete printing technology can be used to build commercial buildings such as offices, hotels, and shopping centers.
Cash and cash equivalents	$	15,702		$	1,885
Trade and Other Receivables		-			9,800
Total Current Assets		15,702			11,685
TOTAL ASSETS	$	15,702		$	11,685
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	80,796		$	33,541
Accrued interest payable		3,287			-
Accrued interest payable - related party		1,275			-
Due to related parties		72,459			20,308
Derivative liability		61,618			-
Note payable		6,500			-
Note payable - related parties		9,838			-
Convertible note - related party		7,500			4,268
Convertible notes, net of note discount $11,649 and $3,232 debt discount, respectively		40,651			-
Total Current Liabilities		283,924			58,117
STOCKHOLDERS' DEFICIT
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares, 9,863,000 shares issued and outstanding		986			986
Additional paid in capital		1,917,776			1,925,276
Accumulated other comprehensive income		-			8,492
Accumulated deficit		(2,186,984	)		(1,981,186	)
Total STOCKHOLDERS' DEFICIT		(268,222	)		(46,432	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	15,702		$	11,685

~~The~~As ~~accompanying~~we ~~notes~~move ~~are~~forward anit ~~integral~~will ~~part~~be necessary to identify suitable building sites for our 3D printed housing and apartments, the site selection involves several key considerations, including regulatory requirements, infrastructure availability, market demand, and suitability of ~~these~~the ~~financial~~location ~~statements~~for construction. We have identified the following approach to this issue which we believe will apply to both the USA and UAE, the objective of this operational plan is to systematically identify potential building sites in both the USA and UAE for the construction of 3D printed housing and apartments. This plan aims to ensure that the selected sites meet regulatory requirements, have adequate infrastructure, are suitable for construction, and align with market demand and economic viability.

111. Research and Analysis:

~~Power~~· ~~Americas~~Regulatory ~~Resource~~Environment: ~~Group~~Research ~~Ltd~~zoning laws, building codes, and regulations in both the USA and UAE related to 3D printed construction. ~~(formally~~Identify ~~Brisset~~any ~~Beer~~specific ~~International,~~regulations ~~Inc~~or permits required forinnovative construction methods.) ~~Consolidated~~· ~~Statements~~Infrastructure Assessment: Evaluate the availability of ~~Operations~~electricity, ~~(Audited)~~water, sewage, and internet connectivity at potential sites. Assess transportation infrastructure for materials delivery and workeraccess. · Market Demand Analysis: Conduct market research to identify areas with a demand for affordable housing or apartments. Analyze population growth, demographics, and economic trends to pinpointtarget locations. · Site Suitability Evaluation: Consider topography, soil conditions, and environmental impact. Prioritize sites with flat terrain and stable soil suitable for 3D printed construction.

	Years Ended
	May 31,
	2018			2017
Revenues	$	1,836		$	27,644
Operating Expenses
General and administration		18,011			454,973
Professional fees		86,653			16,052
Management and Director's Fees		64,500			45,579
Total operating expenses		169,164			516,604
Loss from operations		(167,328	)		(488,960	)
Other (Expense) Income
Interest expense		(47,140	)		(4,445	)
Interest expense - related party		(1,141	)		-
Foreign exchange transaction gain		1,937			-
Loss on change in derivative liability		(618	)		-
Total other income (expense)		(46,962	)		(4,445	)
Net loss before taxes		(214,290	)		(493,405	)
Provision for income taxes		-			-
Net loss	$	(214,290	)	$	(493,405	)
Other comprehensive income (loss)		-			7,492
Comprehensive Loss		(214,290	)		(485,913	)
Net Loss Per Common Share – Basic and Diluted	$	(0.02	)	$	(0.06	)
Weighted Average Common Shares Outstanding - Basic and Diluted		9,863,000			8,419,671

2. Local Authorities and Communities: Engage with local municipalities, housing authorities, and community stakeholders to gather feedback and address concerns. Seek partnerships with government agencies or organizations promoting innovative construction solutions.

~~The~~11 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

123. Technology and Resource Assessment:

Power Americas Resource Group Ltd. (formally Brisset Beer International, Inc.) Consolidated Statement of Stockholders' Deficit (Audited)

	·	3D Printing Technology: Ensure access to necessary technology infrastructure for 3D printing, such as large-scale printers or robotic arms. Assess availability of skilled labor or training programs for 3D printing construction techniques.
	·	Resource Allocation: Allocate resources for site surveys, feasibility studies, and due diligence processes. Establish budgetary allocations for land acquisition, construction, and infrastructure development.

								Accumulated
					Additional			other						Total
	Common Stock				Paid in			Comprehensive			Accumulated			Stockholder's
	Number of Shares		Amount		Capital			Income(Loss)			Deficit			Deficit
Balance - May 31, 2016		3,608,000	$	361	$	1,513,388			1,000		$	(1,487,781	)	$	26,968
Common stock issued to two officers at $0.0005 per share, August 22, 2016		6,000,000		600		2,400			-			-			3,000
Warrants issued to two officers, August 22, 2016		-		-		371,263			-			-			371,263
Issuance of common stock for services		150,000		15		14,985			-			-			15,000
Exercise of warrants		105,000		10		15,740			-			-			15,750
Debt discount on convertible notes issued				-		7,500			-			-			7,500
Comprehensive income for the period		-		-		-			7,492			-			7,492
Net loss		-		-		-			-			(493,405	)		(493,405	)
Balance - May 31, 2017		9,863,000	$	986	$	1,925,276			8,492		$	(1,981,186	)	$	(46,432	)
Reclassification of debt discount to derivative liability						(7,500	)		(8,492	)		8,492			(7,500	)
Net loss		-		-		-			-			(214,290	)		(214,290	)
Balance - May 31, 2018		9,863,000	$	986	$	1,917,776			-		$	(2,186,984	)	$	(268,222	)

4. Risk Management:

~~The~~· ~~accompanying~~Risk ~~notes~~Identification: ~~are~~Identify anpotential ~~integral~~risks ~~part~~such ofas ~~these~~natural ~~financial~~disasters, ~~statements~~political instability, or legal challenges. Assess risks associated with specific locations and develop mitigation strategies. · Contingency Planning: Develop contingency plans to address unforeseen challenges or delays during site identification and development.

135. Due Diligence and Site Selection:

~~Power~~· ~~Americas~~Thorough ~~Resource~~Assessment: ~~Group~~Conduct ~~Ltd~~due diligence on shortlisted sites, including legal, financial, and technical assessments. Evaluate sites based on regulatory compliance, infrastructure suitability, market demand, and economic viability. · Site Selection Criteria: Select sites that meet all criteria outlined in the research and analysis phase. Prioritize sites that offer the best combination of regulatory compliance, infrastructure availability, market demand, and economic feasibility.

~~(formally~~6. ~~Brisset~~Continuous ~~Beer International, Inc.)~~Improvement:

Consolidated Statements of Cash Flows

	·	Feedback and Adaptation: Solicit feedback from stakeholders and project team members to identify areas for improvement. Continuously monitor market conditions, regulatory changes, and technological advancements to adapt strategies accordingly.
	·	Learning and Development: Invest in ongoing training and development programs for employees involved in site identification and development. Stay abreast of emerging trends and best practices in 3D printed construction to enhance project efficiency and effectiveness.

~~(Audited)~~ We believe that by following this operational plan, the Company can systematically identify and select potential building sites in both the USA and UAE for the construction of 3D printed housing and apartments, ensuring that the chosen locations are well-suited for development and aligned with the company's objectives.

	Years Ended
	May 31,
	2018			2017
Cash Flows from Operating Activities:
Net loss	$	(214,290	)	$	(493,405	)
Adjustments to reconcile net loss to net cash used in operating activities:
Units issued for services		-			15,000
Stock-based compensation		-			371,263
Amortization of debt discount		43,883			4,268
Gain(loss) on change in derivative liability		618			-
Changes in operating assets and liabilities:
Accounts receivables		9,800			(4,358	)
Prepaid expense		-			7,169
Accounts payable and accrued liabilities		47,426			14,244
Accrued interest payable		4,391			-
Due to related parties		52,151			20,308
Net Cash Used in Operating Activities		(56,021	)		(65,511	)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes		16,338			-
Proceeds from issuance of convertible debt		53,500			7,500
Proceeds from issuance of common stock		-			18,750
Net Cash Provided by Financing Activities		69,838			26,250
Effect of exchange rate changes on cash		-			7,492
Net Change in Cash and Cash Equivalents		13,817			(31,770	)
Cash and Cash Equivalents, beginning of period		1,885			33,655
Cash and Cash Equivalents, end of period	$	15,702		$	1,885
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non cash Investing and Financing Activities:
Discount to debt for beneficial conversion feature	$	-		$	7,500

Industry Overview and Competition

14A competitive analysis of the 3D home printing industry involves evaluating key players, market trends, strengths and weaknesses, opportunities, and threats within the market. Many of our competitors are better capitalized and have built structures using 3D printing technology. The following is a general overview of industry competitors:

~~POWER~~12 ~~AMERICAS~~Table ~~RESOURCE~~of ~~GROUP LTD.~~Contents

~~NOTES~~Key ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Players:

~~MAY~~1. 31ICON Technology Inc.: Pioneering company in 3D home printing, ~~2018~~known for successful projects and partnerships.

~~NOTE~~2. 1Apis –Cor: ~~NATURE~~Specializes OFin ~~BUSINESS~~large-scale ~~AND~~3D ~~OPERATIONS~~printing for construction. Offers a mobile 3D printer for on-site construction.

~~Organization~~3. COBOD International: Focuses on providing construction companies with 3D printing technology. Collaborative projects globally. Investors include GE Power and Cemex. The company is based in Denmark.

~~Power Americas Resources Group Ltd~~4. Winsun (~~the~~Yingchuang ~~“Company”~~Building Technique):Known ~~was~~for ~~incorporated~~ambitious in3D ~~the~~printing ~~State of Florida on May 11~~projects, ~~2010~~including ~~under~~entire ~~the name Benefit Solutions Outsourcing Corp~~buildings.

~~The~~5. ~~Company~~Peri ~~was~~Group: ~~engaged~~Offers ina ~~the~~range ~~marketing~~ of aconstruction-related ~~craft~~solutions, ~~beer~~including ~~which~~3D ~~was~~printing ~~brewed,~~technology. ~~distributed~~However, ~~and~~3D ~~marketed~~printing ~~solely~~technology inis ~~Quebec,~~not ~~Canada~~their ~~until~~main ~~the~~focus. ~~change~~They ofare ~~control~~based ~~which occurred~~ in ~~March 2019, at which time it ceased business operations~~Germany.

~~Going~~6. ~~forward,~~Sika ~~the~~AG: ~~Company~~A ~~intends~~large tomultinational ~~seek,~~construction ~~investigate and~~company, ifthat ~~such~~offers ~~investigation~~concrete ~~warrants,~~3D ~~engage in a business combination with a private entity whose business presents an opportunity for its shareholders~~printing. ~~The Company has no particular business combination in mind and has not entered into any negotiations regarding such a combination.~~

OnMarket 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 7,561,000 shares of common stock of Power Americas Resources Group Ltd., a Nevada corporation (the “Company”), from the Selling Stockholders for $0.00238 per share, or an aggregate purchase price of $18,000. The 7,561,000 shares of common stock purchase by the Purchaser from the Selling Stockholders represent approximately 76.66% of the outstanding 9,863,000 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.Trends:

~~There~~· Diversification of Applications: Companies are noexploring ~~arrangements,~~applications ~~known~~beyond toresidential ~~the Company~~construction, including ~~any~~commercial ~~pledge~~buildings, byinfrastructure, ~~any~~and ~~person~~disaster ofrelief. ~~securities~~· ofTechnological ~~the~~Advancements: ~~Company~~Ongoing research and development are driving improvements in printing speed, scale, and material options. · Global Expansion: Companies are seeking opportunities for international collaborations and projects, expanding the ~~operation~~reach of ~~which~~3D ~~may~~home atprinting atechnology. ~~subsequent~~· ~~date~~Smart ~~result~~Home inIntegration: aA ~~change~~trend intoward ~~control~~integrating ofsmart ~~the Company~~technologies and sustainable features within 3D printed homes is gaining traction.

~~Change~~Strengths ofand ~~Directors~~Opportunities:

On· ~~February~~Sustainability ~~11,~~Focus: ~~2019,~~Companies ~~Pol~~emphasizing ~~Brisset~~sustainable ~~resigned~~and aseco-friendly ~~the~~construction ~~Secretary~~methods have a competitive edge. · Customization Capabilities: Offering unique and ~~member~~customizable ofdesigns ~~the~~appeals ~~Board~~to ofa ~~Directors~~market ofsegment ~~the~~seeking ~~Company~~personalized homes. ~~Mr.~~ ~~Brisset’s~~· ~~resignation~~Strategic ~~was~~Partnerships: ~~not~~Collaborations ~~due~~with toconstruction ~~any~~firms, ~~disagreement~~material ~~with the~~suppliers, ~~Company~~and ortechnology ~~its~~companies ~~management~~provide ~~with~~a ~~respect~~competitive toadvantage. ~~any~~· ~~matter~~Research ~~relating~~and Development: Companies investing in ongoing research and development are better positioned to ~~the~~stay ~~Company’s~~ahead ~~operations,~~in ~~policies~~a orrapidly ~~practices~~evolving market.

~~Simultaneously~~Weaknesses ~~with Messrs. Pilon’s~~ and Brisset’s resignations from the Company, the Board of Directors of the Company appointed Kevin G. Malone as the President, Chief Executive Officer (Principal Executive Officer), Secretary and Treasurer (Principal Financial Officer) of the Company and as a member of the Company’s Board of Directors.Threats:

~~The~~· ~~accompanying~~Regulatory ~~financial~~Challenges: ~~statements~~Uncertain ~~have~~or ~~been~~restrictive ~~prepared~~regulations can hinder the widespread adoption of 3D printing in Uconstruction.S. ~~dollars~~· ~~and~~Public inPerception: ~~accordance~~Overcoming ~~with~~skepticism ~~accounting~~and ~~principles~~building ~~generally~~public ~~accepted~~trust in the ~~United~~safety ~~States~~and reliability of 3D printed homes is a potential challenge. · Supply Chain Disruptions: Dependence on a ~~going~~limited ~~concern~~number ~~basis~~of suppliers may expose companies to supply chain disruptions. · Competition: Intense competition within the industry may lead to pricing pressures and challenges in market differentiation.

1513 Table of Contents

~~Basis~~The of3D ~~Consolidation~~home printing industry is dynamic, with key players competing on multiple fronts, including technological innovation, sustainability, and market reach. Success in this industry requires a strategic approach, ongoing investment in research and development, and the ability to navigate regulatory landscapes and public perception. As the market evolves, companies that adapt to emerging trends and collaborate effectively will likely emerge as industry leaders.

~~These~~In ~~consolidated~~a ~~financial~~world ~~statements~~where ~~include~~innovation meets necessity, Blackwell 3D Construction Corp. stands to be at the ~~accounts~~forefront of revolutionizing the ~~Company~~construction landscape through 3D home printing if we are able to effectively execute on our business plan. Our commitment goes beyond just constructing houses; we are pioneering a movement that embraces sustainability, affordability, and unmatched customization. As we navigate the ~~wholly-owned~~challenges ~~subsidiaries~~of the present, ~~Biere~~we ~~Brisset~~envision ~~International~~a ~~Inc.~~future where homes are not just structures but reflections of individual dreams and ~~Buckeye~~community ~~Oil~~values. &We ~~Gas~~believe that what sets Blackwell 3D Construction Corp. ~~All~~apart ~~material~~is ~~intercompany~~our ~~balances~~unwavering dedication to technological excellence. We don't intend to just build homes; we intend to engineer the future. Our 3D printing technology is not meant to be merely a tool but a catalyst for change reshaping the way communities are built and ~~transactions~~homes ~~have~~are ~~been~~cherished. ~~eliminated~~Imagine a world where construction is not a burden on the environment, where homes are as unique as the individuals who inhabit them, and where innovation meets affordability. Through collaboration, ingenuity, and a passion for sustainable living, we invite you to join us in shaping a future where homes are more than just buildings – they are the foundations of thriving communities.

~~NOTE 2 – GOING CONCERN~~EMPLOYEES

~~The~~Currently, ~~accompanying~~BDCC ~~financial~~employs ~~statements~~three ~~have~~individuals ~~been prepared in US dollars and in accordance with accounting principles generally accepted in the United States~~ (~~“GAAP”)~~excluding ~~on a going concern basis~~officers, ~~which~~directors ~~contemplates the realization of assets~~ and ~~the~~key satisfaction of liabilities and commitments in the normal course of business. The Company commenced its craft brewing activities in September 2014. During the year ended May 31, 2018, the Company has incurred net losses of $214,290 and accumulated deficit of $2,186,984, respectively. 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.advisors):

~~Our~~Operations: ~~current~~One ~~operations~~employee ~~have~~responsible ~~been~~for ~~funded~~managing ~~entirely from capital raised from our private offering of securities, as well as additional funding through~~ the ~~issuance of convertible notes and stock issuances. We are entirely dependent on our ability~~ day-to-day ~~attract~~operations ~~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~~Company, ~~will~~including ~~restrict~~project ~~our~~coordination ~~ability to grow~~ and ~~reduce our ability to continue to conduct business operations~~logistics. ~~Our~~This ~~failure~~individual todedicates ~~raise~~an ~~additional~~average ~~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~~40 ~~common~~hours ~~stock. If~~per ~~we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant~~week. ~~Any additional equity financing may involve substantial dilution to our then existing stockholders.~~

~~The~~Sales ~~Company's~~and ~~ability~~Marketing: toOne ~~continue~~employee asfocuses ~~a going concern is dependent~~ on ~~its~~business ~~ability~~development, toclient ~~brew~~acquisition, ~~distribute,~~ and ~~market~~promoting ~~our~~the ~~craft~~Company's ~~beer~~services. ~~and~~This ~~ultimately~~role ~~achieve~~includes ~~profitable~~outreach ~~operations~~ and toengagement ~~generate~~with ~~sufficient~~potential ~~cash~~partners ~~flow from financing~~ and ~~operations to meet its obligations as they become payable~~stakeholders. ~~Management~~ ~~may~~This ~~seek~~employee ~~additional~~spends ~~capital~~approximately ~~through~~40 ahours ~~private~~per ~~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~~ week in ~~the~~these ~~future~~efforts.

~~NOTE~~Finance: 3One –employee ~~SUMMARY~~manages OFthe ~~SIGNIFICANT~~Company's ~~ACCOUNTING~~financial ~~POLICIES~~operations, including accounting, financial planning, and compliance. This individual also works 40 hours per week.

~~Use~~Each ofemployee ~~Estimates~~contributes equally to the Company’s operational efficiency and growth.

~~The~~In ~~preparation~~addition ~~of financial statements in conformity with generally accepted accounting principles requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~above, ~~amounts~~we ofcontract ~~assets~~out ~~and~~numerous ~~liabilities~~tasks ~~and~~such ~~disclosure~~as development of ~~contingent~~our ~~assets~~IT ~~and~~infrastructure ~~liabilities~~to atindependent ~~the~~contractors ~~date~~on ofan ~~the~~as ~~financial~~needed ~~statements~~basis. ~~and~~Presently, ~~the~~we ~~reported~~have ~~amounts~~approximately offive ~~revenue~~(5) ~~and~~individuals ~~expenses~~who ~~during~~perform ~~the~~work ~~reporting~~for ~~period.~~us ~~Actual~~on ~~results~~a ~~could~~contractor ~~differ significantly from those estimates~~basis.

~~Cash~~In addition to the above, BDCC relies on its officers, directors and ~~Cash~~key ~~Equivalents~~advisors, a number totaling eight (8) total people.

~~For~~None ~~purposes~~ of ~~the~~our ~~statement~~employees ofare ~~cash~~expected ~~flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less~~ to be ~~cash~~subject ~~equivalents~~ to ~~the~~a ~~extent~~collective ~~the~~bargaining ~~funds~~agreement ~~are~~or ~~not~~represented ~~being~~by ~~held~~a ~~for~~trade ~~investment~~or ~~purposes.~~labor ~~The cash account that is held in Canadian Dollar, and foreign exchange transaction gain (loss) resulting from fluctuations in the currency exchange rate between U~~union.S. ~~dollar~~We ~~and~~consider ~~Canadian~~our ~~dollar~~employee ~~has~~relations ~~been~~to ~~recorded~~be ~~in the statements of operations~~good. ~~Translation gain (loss) is reported as a component of other accumulated comprehensive income, which was nil during the year ended May 31, 2018 and 2017.~~

16CORPORATE HISTORY

~~Foreign~~The ~~Currency~~ Company was originally incorporated in Florida on May 11, 2010 as Benefit Solutions Outsourcing Corp. In July 2014, the Company re-domiciled to Nevada and changed its name to Brisset Beer International, Inc. Between 2014 and 2022, the Company operated in various lines of business, including oil & gas exploration and beverage distribution.

~~The~~In ~~functional~~March ~~currency~~2022, of the Company atchanged ~~May~~its ~~31,~~name ~~2018~~to ~~and~~Power ~~May~~Americas ~~31,~~Resource ~~2017~~Group ~~is the Canadian dollar~~Ltd. ~~Transactions~~In ~~that~~October ~~are~~2023, ~~denominated~~following inshareholder aapproval, ~~foreign currency are re-measured into~~ the ~~functional~~Company ~~currency~~effected ata ~~the current exchange rate on the date of the transaction. Any foreign currency denominated monetary assets and liabilities are subsequently re~~1-~~measured~~for-250 atreverse ~~current~~stock ~~exchange rates~~split, ~~with~~changed ~~gains~~its orname ~~losses~~to ~~recognized~~Blackwell as3D ~~foreign~~Construction ~~exchange losses or gains in the statement of operations~~Corp., ~~Nonmonetary assets~~ and ~~liabilities~~obtained ~~are~~FINRA ~~translated~~approval atof ~~historical~~its ~~exchange~~trading ~~rates.~~symbol ~~Expenses~~change ~~are~~to ~~translated at average exchange rates during the period~~“BDCC. ~~Exchange gains and losses are included in statement of operations for the period.~~”

~~Reclassifications~~14 Table of Contents

~~Certain~~In ~~prior~~October ~~year~~2023, ~~amounts~~the ~~have~~Company ~~been~~entered ~~reclassified~~into ~~for~~an ~~consistency~~Asset Purchase Agreement with ~~the~~Mohammed ~~current~~Saif ~~period~~Zaveri, ~~presentation~~acquiring assets relating to 3D printing technology and land acquisition for construction projects. ~~These~~Concurrently, ~~reclassifications~~Mr. ~~had~~Zaveri nowas ~~effect~~appointed onChief ~~the~~Executive ~~reported~~Officer, ~~results~~President, and Chairman of ~~operations~~the Board, and the Company redirected its business plan toward 3D printed residential and commercial construction.

~~Stock-based~~The ~~compensation~~Company is in the development stage and has not generated revenues to date.

~~The~~AVAILABLE Company records stock based compensation in accordance 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.INFORMATION

The Company ~~accounts~~prepares ~~for~~and ~~equity~~files ~~instruments~~annual ~~issued~~reports inon ~~exchange~~Form ~~for~~10-K, ~~the~~quarterly ~~receipt~~reports ofon ~~goods~~Form or10-Q, ~~services~~current ~~from~~reports ~~other~~on ~~than~~Form ~~employees in accordance with ASC 718~~8-10K and ~~the~~certain ~~conclusions~~other ~~reached~~information bywith the ~~ASC 505-50~~SEC. ~~Costs~~The ~~are~~SEC ~~measured~~maintains atan ~~the~~Internet ~~estimated~~site ~~fair~~that ~~market~~contains ~~value~~reports, ofproxy ~~the~~and ~~consideration~~information ~~received or the estimated fair value of the equity instruments issued~~statements, ~~whichever~~and ~~is more reliably measurable. The value of equity instruments issued for consideration~~ other ~~than~~information ~~employee~~regarding ~~services~~issuers isthat ~~determined~~file onelectronically ~~the~~with ~~earliest of a performance commitment or completion of performance by~~ the ~~provider~~SEC ofat ~~goods~~http://www.sec.gov. ~~or services as defined by ASC 505-50~~

~~Concentration~~ITEM of1A. ~~Credit~~RISK ~~Risk~~FACTORS.

~~The~~Investing ~~Company~~in ~~has~~our nocommon ~~off-balance-sheet~~stock ~~concentrations~~involves ofa ~~credit~~high degree of risk. ~~such~~You asshould ~~foreign~~carefully ~~exchange~~consider ~~contracts~~the risks described below, ~~options~~as ~~contracts~~well oras the other ~~foreign~~information ~~hedging~~in ~~arrangements~~this Annual Report, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The ~~Company~~occurrence ~~maintains~~of ~~all~~any of ~~its~~the ~~cash~~events ~~balances~~or ~~with~~developments ~~two~~described below could harm our business, financial ~~institutions~~condition, inoperating results, and growth prospects. In such an event, the ~~form~~market price of ~~demand~~our ~~deposits~~common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

~~Loss~~ITEM ~~per~~1A. ~~Share~~RISK FACTORS.

~~The~~RISKS ~~Company~~RELATED ~~follows~~TO ~~ASC~~OUR Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.BUSINESS

~~Revenue~~Our ~~Recognition~~Company is in the Development Stage, is not generating revenue, and has a limited operating history.

OnSince ~~June~~the 1,Company ~~2017,~~has been conducting research and development regarding the Company’s ~~adopted~~technology ~~Topic~~and ~~606~~has ~~using~~not ~~the~~generated ~~modified~~significant ~~retrospective~~revenue ~~method~~as ~~applied~~of tothe ~~those~~date ~~contracts~~of ~~which~~this ~~were~~Registration Statement, the Company may not ~~completed~~be able to succeed as ofa ~~June~~business 1,without ~~2017~~additional financing. ~~Results~~The ~~for~~Company ~~reporting~~has ~~periods~~incurred ~~beginning~~losses ~~after~~from ~~June~~operations 1,and ~~2017~~has ~~are~~had ~~presented~~negative ~~under~~cash ~~Topic~~flows ~~606~~from operating activities since its inception. Its current operating plan indicates that we will continue to incur losses from operating activities given ongoing expenditures related to the implementation of the 3D Printing technology. Without sufficient additional funds, ~~while~~the ~~prior~~Company’s ~~period~~ability ~~amounts~~to ~~are~~continue ~~not~~is ~~adjusted~~a going concern for the next twelve months and ~~continue~~is dependent upon the Company’s ability to beraise ~~reported~~the innecessary ~~accordance~~funds ~~with~~from ~~our~~Investors ~~historic~~to ~~accounting~~meet financial obligations.

WeIf ~~did~~the ~~not~~Company ~~have~~is aunable ~~cumulative~~to ~~impact~~raise asthe ~~of June 1~~capital, ~~2017~~it ~~due~~is tounlikely ~~the~~that ~~adoption~~it ofwill ~~Topic~~be ~~606~~able ~~and there was not an impact~~ to ~~our~~continue ~~consolidated statement of operations for the year ended May 31, 2018~~ as a ~~result~~going ~~of applying Topic 606~~concern.

The Company’s ~~recognizes~~auditors ~~revenue~~have ~~from~~issued ~~its~~a ~~contracts~~“going ~~with~~concern” ~~customers~~opinion. inThe ~~accordance~~Company’s ~~with ASC~~ability ~~606~~to –continue ~~Revenue~~as ~~from~~a ~~Contracts~~“going ~~with~~concern” ~~Customers. The~~is ~~Company~~dependent ~~recognizes~~on ~~revenues~~many ~~when~~factors, ~~satisfying~~including, ~~the~~among ~~performance~~other ~~obligation~~things, ofits ability to raise the ~~associated~~necessary ~~contract~~capital ~~that~~to ~~reflects~~fund its operations, growth in product production, and improved operating margins. If the ~~consideration~~Company ~~expected~~is unable to achieve these goals, its business would be ~~received~~jeopardized, ~~based~~and onthe Company may not be able to continue. If the ~~terms~~Company ceased operations, it is likely that all of ~~the~~its ~~contract~~investors would lose their investment.

~~Revenue~~15 ~~related~~Table toof 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.Contents

~~Revenue~~The ~~from the~~ Company'’s ~~craft~~Technology ~~beer~~may ~~business~~never is received in the form of commissions. The Company has contracted out services to a single supplier for brewing, labeling and distribution. The Company recognizes commission revenue based on a percentage of sales with fixed margins as negotiated with the contract brewer. Revenue is recorded at the time of delivery to the customer. Any receivables remaining unpaid forty-five days after invoicing by an unrelated party business will be ~~charged~~commercially ~~to the Company~~accepted. ~~The unrelated party business undertakes to pay the said receivable account to the Company without delay once recovered, less the costs of collection and late penalty fees.~~

~~During~~It is possible that the ~~year~~intended ~~ended~~market ~~May~~and 31customers may not generally accept the Company’s 3D Printing technology due to its novelty. It is possible that the failure to market the 3D Printing technology is the result of a change in business model due to the Company deciding that the business model needs to be changed, ~~2018~~or ~~and~~some ~~2017~~other external factor not in the Company’s control. Even though the Board will make an effort to steer the Company towards success, the Company ~~recognized~~cannot ~~revenue~~guarantee that any changes to the business model will be in the best interest of ~~$1,836~~the Company and ~~$27,644,~~its ~~respectively~~Shareholders.

17Our business is difficult to evaluate because we have limited operating history.

~~Income~~Potential ~~Taxes~~investors should be aware of the difficulties generally encountered by an enterprise with limited operating history. These difficulties include, but are not limited to, marketing, competition and unanticipated costs and expenses. Because of our lack of operating history, limited revenues or earnings and limited assets, there is a risk that we will be unable to operate. The cost of operating our business is high because of the costly nature of the operations, facilities, and other infrastructure and supplies. There can be no guarantee that we will be able to successfully develop our operations and services.

~~Deferred~~The ~~taxes~~3D ~~are~~printing ~~provided~~technology oncould afail ~~liability~~to ~~method~~achieve ~~whereby~~expected ~~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~~growth. Temporary differences are the differences between the reported amounts of assets 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.

~~Fair~~The ~~Value~~Company’s future growth projections are based on the assumptions that the Company’s 3D printing technology can be successfully implemented, sold, and generally accepted in the marketplace. The Company assumes that the research, development, of ~~Financial~~our ~~Instruments~~technology and the eventual design process will be successful and will assist in developing strategic partnerships that can financially benefit the development of the technology. While, it is possible that the technology will fail to gain market acceptance for any number of reasons, if the new products fail to achieve sales and acceptance in the marketplace, this could materially and adversely impact the Company’s future growth and viability.

The Company ~~measures~~will ~~fair~~rely ~~value~~on inthird ~~accordance~~parties ~~with~~to ~~ASC~~provide ~~820~~services -essential ~~Fair~~to ~~Value~~the ~~Measurements.~~success ~~ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures~~ of ~~fair~~the ~~value measurements~~business. ~~ASC~~Unavailability ~~820~~of ~~establishes~~qualified aengineers ~~framework for measuring fair value in generally accepted accounting principles,~~ and ~~expands~~technicians 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~~support ~~techniques~~development ~~used~~efforts tocould ~~measure~~cause ~~fair~~disruptions ~~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~~business. ~~The three (3) levels of fair value hierarchy defined by ASC 820 are:~~

~~Level~~The 1Company -will ~~Inputs~~rely ~~are~~on ~~unadjusted~~third parties to provide a variety of essential business functions, ~~quoted~~including ~~prices~~engineering, manufacturing, systems integration specialists, marketing, proposal drafting, distribution, and other partners. Additionally, the quality and timeliness of parts manufacturers is critical to our ability to build any future development properties. It is also possible that some of these third parties will fail to perform their services or will perform them in ~~active~~an ~~markets~~unacceptable ~~for~~manner. ~~identical~~It ~~assets~~is possible that the Company will experience delays, defects, errors, or ~~liabilities~~other atproblems with their work that will materially impact operations and the ~~measurement~~Company ~~date~~may have little or no recourse to recover damages for these losses. A disruption in these third parties’ operations could materially and adversely affect the business. As a result, the Company’s operations could be adversely impacted by the Company’s reliance on third parties and their performance.

~~Level~~The 2Company’s -business, ~~Inputs~~including ~~(other~~costs ~~than~~and ~~quoted~~supply ~~market~~chain, ~~prices~~is ~~included~~subject into ~~Level~~risks 1)associated ~~are either directly or indirectly observable for the asset or liability through correlation~~ with ~~market~~sourcing ~~data at the measurement date~~ and ~~for the duration of the instrument’s anticipated life~~manufacturing.

~~Level~~In 3the -event ~~Inputs reflect management’s best estimate~~ of ~~what~~a ~~market~~significant ~~participants~~disruption ~~would use~~ in ~~pricing~~ the ~~asset~~supply orof ~~liability at~~ the ~~measurement~~raw ~~date.~~materials ~~Consideration~~used isin ~~given to~~ the ~~risk~~manufacture ~~inherent~~of in the ~~valuation~~Company’s ~~technique~~products, ~~and~~we ~~the~~might ~~risk~~not ~~inherent~~be inable ~~the inputs~~ to ~~the~~locate ~~model.~~alternative ~~Valuation~~suppliers of ~~instruments~~materials ~~includes unobservable inputs to the valuation methodology that are significant to the measurement~~ of ~~fair~~comparable ~~value~~quality ofat ~~assets~~an oracceptable ~~liabilities~~price.

AsGovernment ~~defined~~regulation ~~by ASC 820, the fair value of a financial instrument is the amount at which the instrument~~ could benegatively ~~exchanged~~impact ~~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~~business.

~~The~~Due ~~reported~~to ~~fair~~the ~~values~~potential ~~for~~wide ~~financial~~geographic ~~instruments~~scope ~~that~~of ~~use~~the ~~Level~~Company’s 2operations, ~~and~~the ~~Level~~Company 3could ~~inputs~~be subject to ~~determine~~regulation ~~fair~~by ~~value~~political ~~are~~and ~~based~~regulatory onentities athroughout ~~variety~~the ofworld. ~~factors~~The Company may incur increased costs necessary to comply with existing and ~~assumptions.~~newly ~~Accordingly,~~adopted ~~certain~~laws ~~fair~~and ~~values~~regulations ~~may~~or ~~not~~penalties ~~represent~~for ~~actual~~any ~~values~~failure ofto ~~the~~comply. The Company’s ~~financial~~sales ~~instruments that~~ could ~~have~~be ~~been~~adversely ~~realized~~affected, asdirectly ofor ~~May 31~~indirectly, ~~2018~~by existing or ~~that~~future ~~will~~laws beand ~~recognized~~regulations inrelating ~~the~~to ~~future,~~its ~~and~~products door ~~not~~industry. ~~include~~As ~~expenses~~the ~~that~~Company ~~could~~is beintroducing ~~incurred~~a inrelatively annovel ~~actual~~concept ~~settlement.~~and ~~The~~innovative ~~carrying~~plan ~~amounts~~to ofthe marketplace, the Company’s ~~financial~~is ~~assets~~unaware ~~and~~of ~~liabilities,~~any ~~such~~specific asgovernment ~~cash~~regulation, ~~accounts~~in ~~receivable,~~any ~~receivables~~of ~~from~~the ~~related~~jurisdictions ~~parties,~~the ~~prepaid~~Company ~~expenses~~plans ~~and~~to ~~other~~operate in, ~~accounts~~that ~~payable,~~could ~~accrued~~negatively ~~liabilities~~affect its business. However, ~~and~~because ~~related~~this ~~party~~industry niche is new and ~~third~~because ~~party~~there ~~notes~~is ~~payables~~a ~~approximate~~component ~~fair~~of ~~value~~risk ~~due~~of loss to ~~their~~persons ~~relatively~~and ~~short~~property, ~~maturities.~~the ~~The~~ Company’s ~~notes~~believes ~~payable~~that tothere ~~related~~may ~~parties~~ultimately ~~approximates~~be ~~the~~regulation ~~fair~~affecting ~~value~~its ofprojects ~~such~~on ~~instrument~~both ~~based~~a ~~upon~~state ~~management’s~~and ~~best~~federal ~~estimate~~level. ofIt ~~terms~~is ~~that~~impossible ~~would~~to bepredict ~~available~~what tosuch ~~the~~regulation ~~Company~~would ~~for~~encompass, ~~similar~~but ~~financial~~any ~~arrangements~~regulation would most likely be at ~~May~~least 31include additional reporting requirements, ~~2018~~potential project specifications or requirements and ~~2017~~possibly even regulation of additional aspects of the industry.

~~Financial~~16 ~~assets~~Table ~~and liabilities measured at fair value on a recurring basis are summarized below as~~ of ~~May 31, 2018:~~Contents

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	61,618	$	61,618

Future success is difficult to predict because the Company operates in an emerging and evolving market, and the industry in which the Company competes is subject to volatile and unpredictable cycles.

18The 3D printing construction industry in which the Company operates is an emerging and evolving market making it difficult to evaluate its prospects and which may lead to period-to-period variability in operating results. Products and services are based on unique technology which the Company believes offers significant advantages to customers, but the markets the Company serves are in a relatively early stage of development, and it is uncertain how rapidly they will develop. It is also uncertain whether the technology will achieve high levels of demand and acceptance as these markets grow. Additionally, to meet rapidly changing demand in the industry the Company serves, it must effectively manage its resources and production capacity. During periods of decreasing demand for its products, the Company must be able to appropriately align its cost structure with prevailing market conditions, and effectively manage its supply chain. If the Company is not able to timely and appropriately adapt to changes in its business environment or to accurately assess where the Company is positioned within a business cycle, its business, financial condition, or results of operations may be materially and adversely affected.

AsThe ofCompany ~~May~~may 31rely on proprietary rights, ~~2018~~including future patent applications, ~~the~~to ~~Company’s~~protect ~~stock~~its ~~price~~Technology ~~was~~and ~~$0.15,~~enforcing ~~risk-free~~those ~~discount~~rights ~~rate~~could ofdisrupt ~~2.03%~~its business operation and ~~volatility~~divert ofprecious 0resources that could ultimately harm its future prospects.1%

The ~~following~~Company ~~table~~relies ~~provides~~on now, and will rely on in the future, a ~~summary~~combination of ~~the~~trade ~~changes~~secrets, confidentiality agreements, and other common law procedures to protect its proprietary technologies. Claims contained in ~~fair~~any ~~value~~future patent application, ~~including~~if ~~net~~any, ~~transfers~~may innot provide adequate protection for the Company’s products and/ technology. In the absence of patent protection for some of the Company’s inventions, the Company may be vulnerable to competitors who attempt to copy its products or ~~out~~gain access to its trade secrets and know-how. There is a risk that potential competitors who have received patents for their technology will seek to block the approval of any patents or related intellectual property that the Company has applied for. In addition, the laws of foreign countries may not protect its proprietary rights to this technology to the ~~derivative~~same ~~financial~~extent ~~instruments~~as the laws of the U.S. If a dispute arises concerning the intellectual property associated with our technology, ~~measured~~the atCompany ~~fair~~could ~~value~~become oninvolved in litigation that might involve substantial cost. Litigation could divert substantial management attention away from its operations and into efforts to enforce its patents, protect its trade secrets or know-how or determine the scope of the proprietary rights of others. If a ~~recurring~~proceeding ~~basis~~resulted ~~using~~in adverse findings, the Company could be subject to significant ~~unobservable~~liabilities ~~inputs:~~to third parties. The Company might also be required to seek licenses from third parties to manufacture or sell its products. The Company’s ability to manufacture its homes and implement its technology may also be adversely affected by other unforeseen factors relating to any proceeding or its outcome.

	Amount
Balance May 31, 2017	$	-
Debt discount originated from derivative liabilities		61,000
Change in fair market value of derivative liabilities		618
Balance May 31, 2018	$	61,618

New competitors or alliances may emerge.

~~Recent~~New ~~Accounting~~competitors ~~Pronouncements~~ or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put our Company at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light of these factors, even if our offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If we fail to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

In17 ~~August~~Table 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.Contents

InOur ~~December~~international ~~2019,~~operations ~~the~~subject ~~Financial~~us 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~~additional arisks ~~material~~that ~~impact~~may onharm our ~~consolidated~~operating ~~financial statements~~results.

InOur ~~August~~international ~~2018,~~operations ~~the~~make ~~FASB~~us ~~issued~~subject ~~ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes~~ to ~~the~~various ~~Disclosure~~international ~~Requirements~~laws ~~for~~and ~~Fair Value Measurement. The ASU modifies the disclosure requirements in Topic 820~~regulations, ~~Fair~~including ~~Value~~those ~~Measurement,~~relating ~~by removing certain disclosure requirements related~~ to ~~the fair value hierarchy~~antitrust, ~~modifying~~data ~~existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements~~protection, ~~such as disclosing the changes in unrealized gains~~ and ~~losses~~business ~~for~~dealings ~~the~~with ~~period~~both ~~included~~commercial ~~in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period~~ and ~~disclosing~~governmental ~~the~~officials ~~range~~ and ~~weighted~~organizations. ~~average~~Our ofinternational ~~significant~~operations ~~unobservable~~subject ~~inputs~~us ~~used~~ to ~~develop~~a ~~Level~~variety 3of ~~fair~~additional ~~value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15~~risks, ~~2019. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.~~including:

In· ~~June 2018,~~ the ~~FASB~~difficulty ~~issued~~and ~~ASU~~cost ~~2018-07,~~of ~~Compensation-Stock~~managing ~~Compensation~~and ~~(Topic~~staffing ~~718),~~international ~~Improvements~~offices toand ~~Nonemployee~~the ~~Share-based~~increased ~~Payments~~travel, ~~(“ASU~~infrastructure, ~~2018-07”).~~legal, ~~This~~and ~~ASU~~other ~~expands~~compliance ~~the~~costs ~~scope~~associated ofwith ~~Topic~~multiple ~~718~~international tolocations; ~~include~~· ~~share-based~~difficulties ~~payment~~in ~~transactions~~enforcing ~~for~~contracts ~~acquiring goods~~ and ~~services~~collecting ~~from~~accounts ~~nonemployees.~~receivable, ~~The~~and ~~effective~~longer ~~date~~payment ~~for~~cycles, ~~the~~especially ~~standard~~in isemerging ~~for~~markets; ~~interim~~· ~~periods~~tariffs inand ~~fiscal~~trade ~~years~~barriers ~~beginning~~and ~~after~~other ~~December~~regulatory ~~15,~~or ~~2018,~~contractual ~~with~~limitations ~~early~~on ~~adoption~~our ~~permitted,~~ability ~~but~~to nosell ~~earlier~~or ~~than~~develop ~~the~~our ~~Company’s~~operations ~~adoption~~in ~~date~~certain offoreign ~~Topic~~markets; ~~606.~~· ~~Under~~ the ~~new~~effects ~~guidance, the measurement~~ of ~~nonemployee~~any ~~equity~~political ~~awards~~instability ~~is fixed~~ on the ~~grant~~general ~~date.~~willingness ~~The~~of ~~new~~our ~~guidance~~current isand ~~required~~prospective partners to bemake ~~applied~~capital ~~retrospectively~~commitments; ~~with~~· ~~the~~unfavorable ~~cumulative~~changes ~~effect~~in ~~recognized~~tax attreaties ~~the~~or ~~date~~laws; ofand ~~initial~~· ~~application.~~increased ~~The~~exposure ~~Company~~to isforeign ~~currently~~currency ~~evaluating~~exchange ~~the~~rate ~~effect ASU 2018-07 will have on the consolidated financial statements~~risk.

19As we continue to expand our business, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Our failure to manage any of these risks successfully, or to comply with these laws and regulations, could harm our operations, reduce our sales, and harm our business, operating results, and financial condition. For example, in certain foreign countries, particularly those with developing economies, certain business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, may be more commonplace. Although we implement policies and procedures with the intention of ensuring compliance with these laws and regulations, our employees, contractors, and agents, as well as channel partners involved in our international sales, may take actions in violation of our policies. Any such violation could have an adverse effect on our business and reputation.

~~Management~~Foreign currencies periodically experience rapid fluctuations in value against the U.S. dollar. Any foreign currency devaluation against the U.S. dollar increases the real cost of our products to our operators and partners in foreign markets where we sell in U.S. dollars, which has ~~considered~~resulted ~~all~~in ~~recent~~the ~~accounting~~past ~~pronouncements~~and ~~issued~~may result in the future in delayed or cancelled use of our 3D printing technology and, as a result, lower revenues. ~~The~~In ~~Company’s~~addition, ~~management~~this ~~believes~~increase ~~that~~in ~~these~~cost ~~recent~~increases ~~pronouncements~~the risk to us that we will ~~not~~be ~~have~~unable to collect amounts owed to us by such operators or partners, which in turn would impact our revenues and could materially adversely impact our business and financial results. Any devaluation may also lead us to discount our prices more aggressively in foreign markets in order to maintain competitive pricing, which would negatively impact our revenues and gross margins. Conversely, a ~~material~~weakened ~~effect~~U.S. ondollar could increase the ~~Company’s~~cost ~~financial~~of ~~statements~~local operating expenses and procurement of raw materials to the extent we purchase components in foreign currencies.

~~NOTE~~Changes 4in ~~–PROMISSORY~~financial ~~NOTES~~accounting standards may cause adverse unexpected revenue fluctuations and affect our reported results of operations.

~~Promissory~~A ~~notes~~change ~~payable~~in ataccounting ~~May~~policies ~~31,~~can ~~2018~~have a significant effect on our reported results and ~~May~~may 31even affect our reporting of transactions completed before the change is effective. New pronouncements and varying interpretations of existing pronouncements have occurred with frequency and may occur in the future. Changes to existing rules, ~~2017~~or ~~consists~~changes to the interpretations of existing rules, could lead to changes in our accounting practices, and such changes could adversely affect our reported financial results or the ~~following:~~way we conduct our business.

	May 31, 2018		May 31, 2017
Dated March 31, 2018	$	6,500	$	-
Total promissory notes payable, gross		6,500		-
Less: current portion		-		-
Long-term promissory note payable	$	6,500	$	-

We are dependent upon attracting and retaining highly skilled personnel.

OnWe ~~March~~believe 31our future success will depend largely upon our ability to attract and retain highly skilled management, ~~2018~~consultants, and advisors in the ~~Company~~following ~~issued~~areas: aoperations, ~~promissory~~sales ~~note~~and marketing, and finance. Competition for ~~proceeds~~such ofpersonnel ~~$6,500~~is intense and there can be no assurance that we will be successful in attracting and retaining such personnel. The ~~note~~inability ~~matures~~to onattract ~~September~~or 23retain qualified personnel in the future, ~~2018~~or delays in hiring required personnel, particularly consultants providing research and ~~accrues~~development, ~~interest~~marketing, atand ~~1.5%~~operations ~~per~~services, ~~quarter~~could have a material adverse effect upon our business, results of operations and financial condition.

~~During~~If ~~the~~we ~~year~~need ~~ended~~additional ~~May~~capital ~~31,~~in ~~2018~~the ~~and 2017~~future, ~~the~~it ~~Company~~may ~~recorded~~not ~~interest~~be ~~expense~~available ofto ~~$65~~us ~~and~~on $0favorable terms, ~~respectively.~~or at all.

~~NOTE~~We 5have –historically ~~CONVERTIBLE~~relied ~~NOTES~~on outside financing to fund our operations, capital expenditures, and expansion. We may require additional capital from equity or debt financing in the future to fund our operations or respond to competitive pressures or strategic opportunities. We may not be able to secure timely additional financing on favorable terms, or at all. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences, and privileges senior to those of holders of our Shares. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

~~Convertible~~18 ~~notes~~Table ~~payable at May 31, 2018 and May 31, 2017 consists~~ of ~~the following:~~Contents

	May 31, 2018			May 31, 2017
Dated June 6, 2017	$	11,000		$	-
Dated August 4, 2017		7,500			-
Dated October 6, 2017		15,000			-
Dated March 23, 2018		20,000			-
Total convertible notes payable, gross		53,500			-
Less: Unamortized debt discount		(12,849	)		-
Total convertible notes	$	40,651		$	-

REGULATORY RISKS RELATED TO SHELL COMPANY STATUS

OnRestrictions ~~June~~Under 6,Rule 2017, the Company issued a convertible promissory note for proceeds of $11,000. The note matures on December 6, 2017 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. At the Company's election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default.144

OnOur ~~August~~securities 4,are ~~2017,~~subject ~~the~~to ~~Company~~limitations ~~issued~~under aRule ~~convertible~~144 ~~promissory~~of ~~note~~the ~~for~~Securities ~~proceeds~~Act of ~~$7,500~~1933. ~~The~~ ~~note~~Rule ~~matures~~144 onrestricts ~~February~~the 4,resale ~~2018~~of ~~and~~our ~~accrues~~restricted ~~interest~~securities atunless 8%we: ~~per~~(i) ~~annum. The~~C\cease ~~note~~to isbe ~~convertible~~classified inas ~~common~~a ~~stock~~shell atcompany; ~~50%~~(ii) ~~discount~~file to"Form 10information" with the ~~lowest~~SEC, ~~average~~demonstrating ~~20-day~~that ~~trading~~we ~~price. At~~are ~~the~~no ~~Company's~~longer ~~election~~a shell company; (iii) and, ~~the~~maintain ~~convertible~~compliance ~~promissory~~with ~~note~~all ~~can~~periodic ~~also~~reporting berequirements ~~settled~~for byat ~~cash~~least ~~payment. The~~12 ~~note~~consecutive ~~has~~months. ~~not~~These ~~yet~~restrictions ~~been~~may ~~paid,~~limit the ~~default~~liquidity ~~interest~~of ~~rate~~our issecurities ~~15%~~and ~~per~~discourage ~~annum~~investment ~~and~~by isnew ~~currently~~and inexisting ~~default~~shareholders.

OnIneligibility ~~October 6, 2017, the Company issued a convertible promissory note~~ for ~~proceeds~~Form ~~of $15,000. The note matures on April 6, 2018 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20~~S-~~day~~3 trading price. At the Company's election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default.Registration

20Shell company status disqualifies us from using Form S-3 for shelf registrations, a streamlined process that allows companies to register securities for future issuance. Without access to this form, we may face delays and increased costs when raising capital in public markets.

~~During~~Heightened ~~the~~Regulatory ~~year ended May 31, 2018 and 2017, the Company recorded amortization of the note discount from beneficial conversion feature as interest expense of $40,651 and $0, respectively.~~Scrutiny

~~During~~As ~~the~~a ~~year~~shell ~~ended~~company, ~~May~~we 31are subject to increased regulatory oversight. Any failure to provide accurate or timely disclosures may result in enforcement actions, ~~2018~~including penalties or trading suspensions. The additional reporting and ~~2017,~~compliance ~~the~~obligations ~~Company~~associated ~~recorded~~with ~~interest~~exiting ~~expense~~shell ofcompany ~~$3,222~~status may also divert management’s attention and ~~$0,~~increase ~~respectively.~~operational costs.

~~NOTE~~Limitations 6on –Corporate ~~RELATED PARTY TRANSACTIONS~~Transactions

~~Convertible~~If ~~notes~~we engage in a reverse merger or similar transaction to acquire operating assets, we will be required to file detailed disclosures, including audited financial statements for the target entity. These requirements may delay the completion of such transactions and increase associated costs.

OnShareholder February 17, 2017, the Company issued a convertible note for $7,500 proceeds. The Company recorded a debt discount related to the beneficial conversion feature of the note for $7,500. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price and was due on August 17, 2017. At the Company's election, the convertible promissory note can also be settled by cash payment. The note has not yet been paid and is currently in default.Impacts

~~During~~Shareholders ~~the~~may ~~year~~face ~~ended~~difficulties ~~May~~trading ~~31,~~our ~~2018~~securities ~~and~~due ~~2017,~~to ~~the~~restrictions ~~Company~~on ~~recorded~~secondary ~~amortization~~trading ofand ~~the~~reduced ~~note~~liquidity. ~~discount~~Investors ~~from~~may ~~beneficial~~also ~~conversion~~perceive ~~feature~~our asshell ~~interest~~company ~~expense~~status ofas $4a heightened risk,~~268~~ adversely affecting our stock price and ~~$3,232,~~market ~~respectively~~reputation.

~~During~~Risk ~~the year ended May 31, 2018 and 2017, the Company recorded interest expense~~ of ~~$1,006 and $172, respectively.~~ Non-Compliance

~~NOTE~~Failure 7to –meet ~~STOCKHOLDERS’~~the ~~EQUITY~~stringent regulatory requirements applicable to shell companies could result in significant consequences, including enforcement actions, delisting of our securities, or the inability to raise additional capital.

~~Common~~RISKS ~~Stock~~RELATED TO OUR BOARD OF DIRECTORS

~~The~~Our ~~Company’s~~success ~~authorized~~depends ~~common~~upon ~~stock~~the ~~consists~~Board of ~~500~~Directors,~~000,000~~ ~~shares with par value of $0.0001. As of May 31, 2018 and May 31, 2017,~~ the ~~issued~~loss ~~and outstanding shares~~ of ~~common~~whom ~~stock~~could ~~was~~disrupt ~~9,863,000~~our ~~and~~business ~~9,863,000, respectively~~operations.

~~Issuance~~We depend upon the services of ~~Units~~Senthil Kumaran Srinivasan, Murali Krishna Velupillai, Mitesh Ashok, and Mohammed Saif Zaveri. The loss of services of any of them could disrupt our operations.

On19 ~~August~~Table ~~22, 2016, we sold a total~~ of 6,000,000 shares of common stock to Stephane Pilon and Pol Bisset for an aggregate of $3,000. Messrs. Pilon and Brisset also received Class A warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.05 per share and Class B warrants to purchase an aggregate of 3,000,000 shares of our common stock at an exercise price of $0.10 per share. Such warrants expire in five years from the date of issuance and are immediately exercisable on a cashless basis. The entire proceeds have been allocated to common shares.Contents

OnOur ~~September~~Board ~~12, 2016, a private investor exercised warrants to purchase 105,000 shares~~ of ~~common~~Directors ~~stock~~will ~~for~~have ~~cash~~substantial atinfluence anover ~~exercise~~our ~~price~~operations ~~of $0.15~~and ~~per~~control ~~share.~~substantially ~~The~~all ~~Company received proceeds~~ of ~~$15,750~~our ~~from~~business ~~this exercise~~matters. ~~The entire proceeds have been allocated to common shares.~~

~~During~~The ~~the~~Board ~~year~~of ~~ended~~Directors ~~May~~includes 31Senthil Kumaran Srinivasan, ~~2017~~Murali Krishna Velupillai, Mitesh Ashok, and Mohammed Saif Zaveri. We rely upon the judgment of these three people in making business decisions on matters which require the judgment of the Board of Directors. Shareholders will not have any rights as lenders or creditors of the Company ~~issued~~and ~~150~~only limited rights as Shareholders of the Company. The Board of Directors is vested with complete and exclusive authority to control and manage the Company,~~000~~ ~~shares~~including authority to lend money; to borrow and repay loans on behalf of ~~common~~the ~~stock~~Company; ~~for~~enter ~~services~~joint ~~provided~~ventures and collaborative relationships; establish cash reserves; make cash distributions to Shareholders; and other functions, all without consulting with or obtaining the ~~company~~approval of any Shareholder.

~~Warrants~~Our Chief Executive Officer and Chairman of the Board of Directors has significant voting power, which allows them to take actions that may not be in the best interest of all other shareholders.

~~The~~Mr. ~~following~~Mohammed isSaif Zaveri, our President, Chief Executive Officer, and a ~~summary~~Chairman of ~~warrants~~our ~~activity~~Board ~~during~~of Directors holds the ~~year ended~~majority ~~May~~of 31our voting stock. Accordingly, ~~2018~~he is able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. He may also be able to determine their compensation. Mr. Zaveri also has significant influence in determining the outcome of any corporate transaction or other matters submitted to our shareholders for approval, including mergers and acquisitions, consolidations, and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. In addition to his stock ownership, he is key to our operations and will have significant influence regarding our daily operation decisions. This concentration of ownership and influence over our decision-making may also discourage, delay, or prevent a change in control of the Company, which could deprive our other shareholders of an opportunity to receive a premium for their common stock as part of a sale of the Company and might reduce the price of our common stock.

	Number of Shares		Weighted Average Exercise Price
Balance, May 31, 2016		6,317,500		0.18
Warrants granted and assumed		6,000,000		0.08
Warrants expired		—		—
Warrants canceled		—		—
Warrants exercised		—		—
Balance, May 31, 2017		12,317,500		0.13
Warrants granted and assumed		—		—
Warrants expired		—		—
Warrants canceled		—		—
Warrants exercised		—		—
Balance, May 31, 2018		12,317,500		0.13

Nevada Law and Our Articles of Incorporation May Protect Our Directors from Certain Types of Lawsuits.

21Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment, or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~NOTE~~Our 8board –of ~~INCOME~~directors ~~TAXES~~may change our policies without stockholder approval.

~~The~~Our ~~Company~~policies, ~~provides~~including ~~for~~any ~~income~~policies ~~taxes~~with ~~under~~respect ~~ASC~~to ~~740~~investments, ~~“Income~~leverage, ~~Taxes.” Under~~financing, ~~the~~growth, ~~asset~~debt, and ~~liability~~capitalization, ~~method~~will ofbe ~~ASC~~determined ~~740,~~by ~~deferred~~our ~~tax~~board ~~assets~~of ~~and~~directors. ~~liabilities~~Our ~~are~~board ~~recorded~~of ~~based~~directors onwill also establish the ~~differences~~amount ~~between~~of ~~the~~any ~~financial~~dividends ~~statement~~or ~~and~~other ~~tax~~distributions ~~basis~~that ofwe ~~assets~~may ~~and~~pay ~~liabilities~~to ~~and~~our stockholders. Our board of directors or the ~~tax~~committees ~~rates~~or inofficers ~~effect~~to ~~when~~which ~~these~~such ~~differences~~decisions are ~~expected~~delegated will have the ability to ~~reverse.~~amend Aor ~~valuation~~revise ~~allowance~~these isand ~~provided~~our ~~for~~other ~~certain~~policies ~~deferred~~at ~~tax~~any ~~assets~~time ifwithout itstockholder isvote. ~~more~~Accordingly, ~~likely~~our ~~than~~stockholders will not ~~that~~be ~~the~~entitled ~~Company~~to ~~will~~approve changes in our policies, and while not ~~realize~~intending ~~tax~~to ~~assets~~do ~~through~~so, ~~future~~may adopt policies that may have a material adverse effect on our financial condition and results of operations.

~~The~~Duties ~~components~~ of the ~~Company’s~~Board ~~deferred tax asset and reconciliation~~ of ~~income~~Directors ~~taxes computed at the statutory rate~~ to the ~~income~~Shareholders; ~~tax amount recorded as of May 31, 2018 and May 31, 2017, are as follows:~~Indemnification

	May 31,			May 31,
	2018			2017
Net operating loss carryforward	$	(2,186,984	)	$	(1,981,186	)
Statutory tax rate		21	%		34	%
Deferred tax asset		(459,266	)		(673,603	)
Less: Valuation allowance		459,266			673,603
Net deferred asset	$	-		$	-

The duties the Board of Directors owes to the Company and the other Shareholders include the duty of care, the duty of disclosure, and the duty of loyalty, and the fiduciary duties of a partner to a Company and its other partners, as set forth in the Bylaws. This is a rapidly developing and changing area of the law and the Shareholders who have questions concerning the duties of the Board of Directors should consult with their legal counsel.

AsA ofShareholder ~~May~~has ~~31,~~a ~~2018~~right ~~and~~to ~~2017,~~expect ~~the Company had approximately $1.92 and $1.98 million in net operating losses (“NOLs”), respectively~~ that may be available to offset future taxable income, which begin to expire between 2035 and 2038. NOLs generated in tax years prior to May 31, 2018 can be carryforward for twenty years, whereas NOLs generated after May 31, 2018 can be carryforward indefinitely. In accordance with Section 382 of the ~~U.S.~~Board ~~Internal Revenue Code, the usage~~ of ~~the~~Directors ~~Company’s~~will ~~net~~do ~~operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for~~ the ~~years ended 2018 through 2020 are subject to review by the tax authorities.~~following:

~~NOTE~~· 9Use –its ~~SUBSEQUENT~~best ~~EVENTS~~efforts when acting on the Shareholder’s behalf, · Not act in any manner adverse or contrary to the Shareholder’s interests, · Not act on its own behalf in relation to its own interests, and · Exercise all of the skill, care, and due diligence at its disposal.

On20 ~~December~~Table ~~31, 2018, the Company issued a convertible promissory note for proceeds~~ of $20,000. The note matures on June 30, 2019 and accrues interest at 8% per annum. The note is convertible in common stock at 50% discount to the lowest average 20-day trading price. The note has not yet been paid, the default interest rate is 15% per annum and is currently in default.Contents

OnIn ~~February 15~~addition, ~~2019,~~ the ~~Company~~Board ~~issued~~of aDirectors ~~convertible~~is ~~promissory~~required ~~note~~to ~~for~~make ~~proceeds~~truthful ofand ~~$20,000~~complete disclosures so that the Shareholders can make informed decisions. The ~~note~~Board ~~matures~~of onDirectors ~~August~~is ~~14,~~forbidden ~~2019~~to ~~and~~obtain ~~accrues~~an ~~interest~~advantage at 8%the ~~per~~expense ~~annum~~of any of the Shareholders, without prior disclosure to the Company and the Shareholders. ~~The~~This ~~note~~indemnification iswill ~~convertible~~provide inthe ~~common~~Shareholders ~~stock~~with ata ~~50%~~more ~~discount~~limited toright of action against the ~~lowest~~Board ~~average~~of ~~20-day~~Directors ~~trading~~than ~~price~~they would have if the indemnification were not in the Agreement. ~~The~~ ~~note~~This ~~has~~provision does not ~~yet~~include ~~been~~indemnification ~~paid,~~for liabilities arising under the ~~default~~Securities ~~interest~~Act ~~rate~~of is1933, ~~15%~~as, ~~per~~in ~~annum~~the opinion of the Securities and Exchange Commission (“SEC”), such indemnification is ~~currently~~contrary into ~~default~~public policy.

OnInsofar ~~January~~as 7the forgoing provisions permit indemnification of directors, ~~2019~~executive officers, ~~the~~or ~~promissory~~persons ~~note~~controlling ~~issued~~us tofor liability arising under the ~~Director~~Securities Act of 1933, as amended, or the ~~Company~~Securities Act, we have been informed that, in the opinion of $7the Securities and Exchange Commission,~~338~~ ~~was~~such ~~repaid~~indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

~~On February 11, 2019, the promissory note issued to the Director of the Company of $2,500 was repaid~~Litigation

OnIn ~~September~~the 2,ordinary ~~2021~~course of its business, the Company ~~issued~~may abe ~~convertible~~subject ~~promissory~~to ~~note~~litigation ~~for~~from ~~proceeds~~time ofto ~~$25,000~~time. The ~~note~~outcome ~~matures~~of onsuch ~~December~~proceedings 2,may ~~2021~~materially adversely affect the value of the Company and ~~accrues~~may ~~interest~~continue atwithout 8%resolution ~~per~~for ~~annum~~long periods of time. ~~The~~Any ~~note~~litigation ismay ~~convertible~~consume insubstantial ~~common~~amounts ~~stock~~of atthe ~~$0.01~~Board ~~per~~of ~~share. The~~Directors' ~~note~~time ~~has~~and ~~not~~attention, ~~yet~~and ~~been~~such ~~paid~~time and ~~has~~resources ~~the~~devoted ~~default~~to ~~interest~~such ~~rate~~litigation ofmay, ~~15%~~at ~~per~~times, ~~annum~~be disproportionate to the amounts at stake in such litigation.

OnINDUSTRY ~~November~~AND ~~12,~~OTHER ~~2021, the holders forgave the balances of certain convertibles notes issued on May 6, 2017, August 4, 2017, and October 6, 2017 amounting to $33,500.~~DATA

OnThis ~~November~~prospectus ~~12,~~contains ~~2021~~industry, ~~the~~market ~~holders~~and ofcompetitive ~~certain~~position ~~convertibles~~data ~~notes~~from ~~issued~~our onown ~~July~~internal ~~,13,~~estimates ~~2018,~~and ~~March~~research ~~23,~~as ~~2018,~~well ~~December~~as ~~31,~~industry ~~2018~~and general publications and ~~February~~research 15surveys and studies conducted by third parties. We did not commission any of the third-party data identified throughout this prospectus. Industry publications, ~~2019~~studies ~~assigned~~and ~~their~~surveys ~~balances~~generally state that they have been obtained from sources believed to abe ~~new~~reliable, ~~note~~although ~~holder.~~they Ondo not guarantee the ~~same~~accuracy ~~date~~or ~~the~~completeness ~~new~~of ~~noteholder~~such ~~issued~~information. ~~new~~Our ~~notes~~internal indata ~~replacement~~and ofestimates are based upon information obtained from trade and business organizations and other contacts in the ~~assigned~~markets ~~notes~~in which we operate and our management’s understanding of industry conditions. ~~Under~~While ~~the~~we ~~new~~believe ~~notes~~that ~~the~~each ~~conversion~~of ~~feature~~these ~~was~~studies ~~removed~~and publications is reliable, ~~the balances~~we ~~carry~~have nonot ~~interest~~independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are ~~due~~appropriate, ~~upon~~neither 10such ~~days~~research ~~written~~nor ~~notice~~definitions have been verified by an independent source.

~~Subsequent~~The toindustry ~~quarter~~in ~~end,~~which ~~the~~we ~~Company~~operate ~~issued~~is ~~various~~subject ~~convertible~~to ~~notes~~risks ~~amounting~~and uncertainties due to ~~$52~~a variety of factors,~~500 for~~ ~~general~~including ~~operating~~those ~~purposes.~~described ~~The~~in ~~notes~~the ~~carry~~section ~~a 10%~~titled ~~interest~~“Risk ~~rate~~Factors.” These and ~~are~~other ~~due~~factors ~~upon~~could 10cause ~~days~~results ~~written~~to ~~notice~~differ materially from those expressed in the estimates made by the independent parties and by us.

OnITEM ~~March 16, 2022, our board of directors approved changing our corporate name from Brisset Beer International, Inc~~1B. toUNRESOLVED ~~Power~~STAFF ~~Americas Resources Group Ltd~~COMMENTS.

22This item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.

~~Item~~21 9.Table ~~Changes~~of ~~in and Disagreements with Accountants on Accounting and Financial Disclosure~~Contents

OnITEM ~~January 31, 2022, Power Americas Resources Group Ltd~~1C. ~~(the “Company”) dismissed Fruci & Associates II, PLLC as Independent Registered Public Accountants. On January 31, 2022, the Board of Directors of the Company authorized the dismissal.~~CYBERSECURITY

OnRisk ~~January~~Management ~~31,~~and 2022, the Company engaged Gries & Associates, LLC (“Gries”) as its new independent registered public accounting firm beginning with the fiscal quarter ending May 31, 2018. The change in the Company’s independent registered public accounting firm was approved by the board of directors. Strategy

~~Item~~Our 9Acybersecurity policies, standards, processes, and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. ~~Controls~~Our strategy to assess, identify, and ~~Procedures~~manage material cybersecurity risks is through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security, and availability of our information systems and data. We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur. Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners, which includes pre-engagement review, use of contractual security provisions, and continued monitoring, as applicable; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; (5) security monitoring to analyze and assess threat activity in real time; and (6) security incident response to investigate, respond to, and mitigate cyber threats. We regularly engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats.

~~Disclosure~~We ~~Controls~~have ~~and~~not ~~Procedures~~identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

The Company's management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of May 31, 2018, the date of the Company's most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective, as of May 31, 2018, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms.Governance

~~Management's~~Our ~~Report~~Board onof ~~Internal~~Directors ~~Control~~maintains ~~Over~~oversight ~~Financial~~of ~~Reporting~~risks from cybersecurity threats by meeting with and receiving periodic updates from our Chief Executive Officer, who is assigned oversight of cybersecurity risks. Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

~~Our~~ITEM ~~management is responsible for establishing and maintaining adequate internal control over financial reporting~~2. As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, a company's principal executive and principal financial officer, and effected by a company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesPROPERTIES.

~~The~~Our ~~Company's~~office ~~internal~~is ~~control~~located ~~over~~in ~~financial~~a ~~reporting~~shared ~~includes~~office ~~those~~space ~~policies~~which ~~and~~presently ~~procedures~~is ~~that~~sufficient ~~(1)~~for ~~pertain~~our ~~to the maintenance of records~~needs, ~~that, in reasonable detail, accurately~~ and ~~fairly~~provided ~~reflect~~by ~~the~~our ~~transactions~~sole- officer and ~~dispositions~~director, free of ~~the~~charge, ~~Company's~~which ~~assets;~~we ~~(2)~~believe ~~provide~~will ~~reasonable~~suffice ~~assurance~~for ~~that~~our ~~transactions~~immediate ~~are~~needs. ~~recorded~~Management asdoes ~~necessary~~not toanticipate ~~permit~~any ~~preparation~~issue ~~of financial statements~~ in ~~accordance~~locating ~~with generally accepted accounting principles,~~ and ~~that~~securing ~~receipts~~additional ~~and~~office ~~expenditures~~space ofas ~~the~~we ~~Company~~implement ~~are~~our ~~being~~plan ~~made only in accordance with authorizations~~ of ~~the~~operation ~~Company's management~~ and ~~directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of~~ the ~~Company's~~business ~~assets that could have a material effect on the financial statements~~grows.

~~Because~~ITEM ~~of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~3. ~~Also,~~LEGAL projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deterioratePROCEEDINGS.

AsThe ofCompany ~~May 31~~may, ~~2018,~~from ~~management~~time ~~assessed~~to ~~the~~time, ~~effectiveness~~be ofinvolved ~~our~~in ~~internal~~various ~~control~~legal ~~over~~proceedings ~~financial~~incidental ~~reporting~~to ~~based on~~ the ~~criteria~~conduct ~~for effective internal control over financial reporting established in Internal Control-Integrated Framework~~ of ~~2013~~our ~~issued~~business. byHistorically, the ~~Committee~~outcome of ~~Sponsoring~~all ~~Organizations~~such oflegal ~~the~~proceedings ~~Treadway~~has ~~Commission~~not, ~~(“COSO”)~~in ~~and~~the ~~SEC~~aggregate, ~~guidance~~had ona ~~conducting~~material ~~such~~adverse ~~assessments.~~effect ~~Based~~ on ~~that~~our ~~evaluation~~business, ~~under~~financial ~~this framework~~condition, ~~our~~results ~~management concluded that as~~ of ~~May~~operations ~~31,~~or ~~2018,~~liquidity. ~~our~~There ~~internal~~are ~~control~~no ~~over~~material ~~financial~~pending ~~reporting~~or ~~was~~threatened ~~not~~legal ~~effective~~proceedings ~~because~~at ofthis ~~the following material weaknesses:~~time.

●ITEM ~~Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed~~4. ●MINE AsSAFETY a result of the limited number of accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management discussion and analysis, which could lead to overlooking items requiring disclosureDISCLOSURES. ● The Company's Board of Directors has two directors and does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company's financial statements.

23Not applicable.

A22 ~~“material~~Table ~~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 such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exists due to the items stated above, resulting from the Company's limited resources and personnel.Contents

~~Management's~~PART ~~Remediation Initiatives~~II

~~This~~Market annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.Information

~~Changes~~Our inCommon ~~Internal~~Stock ~~Controls~~is quoted on the OTC Markets Group, Inc.’s PINK tier under the symbol “BDCC.” On May 31, 2025, the closing bid price of our Common Stock was $0.0510 per share. The bid quotations reported on the OTC Pink Market reflect inter-dealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended May 31, 2018, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.Holders

~~Item~~As 9Bof May 31, 2025, we had 37,997,373 shares of common stock, par value $0.00001 ~~Other~~per ~~Information~~share, issued and outstanding, which were held by approximately 134 shareholders of record. The transfer agent for our securities is TranShare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater, FL 33764, Phone: (303) 662-1112.

~~None~~Recent Sales of Unregistered Securities

24Below is a description of all unregistered securities issued by the Company during and subsequent to the quarter ended December 31, 2024, through the date of this report. Each of the issuances identified below were issued in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 3(a)(9) and/or 4(2) thereof.

~~PART~~Issuances ~~III~~During the Year Ended May 31, 2025

~~Item 10~~None. ~~Directors, Executive Officers, and Corporate Governance~~

~~Directors~~Issuances ~~and~~Subsequent ~~Executive~~to ~~Officers~~May 31, 2025

Name	Position Held with the Company	Age	Date First Appointed
Stephane Pilon	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director	40	October 21, 2013
Pol Brisset	Secretary and Director	41	June 2, 2011

None.

~~Our~~23 ~~directors~~Table ~~are elected for a term~~ of ~~one year and serve until such director's successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.~~Contents

~~Audit~~ITEM ~~Committee~~6. ~~and Financial Expert; Committees~~[RESERVED]

~~The~~ITEM ~~Company does not have an audit committee~~7. WeMANAGEMENT’S ~~are~~DISCUSSION ~~not~~AND aANALYSIS ~~“listed~~OF ~~company”~~FINANCIAL ~~under~~CONDITION ~~SEC~~AND ~~rules~~RESULTS ~~and~~OF ~~are therefore not required to have an audit committee comprised of independent directors~~OPERATIONS.

The ~~Company~~following ~~has~~discussion noshould ~~nominating~~be orread ~~compensation committees at this time. The entire Board participates~~ in ~~the~~conjunction ~~nomination~~with ~~and~~our ~~audit~~audited ~~oversight~~financial ~~processes~~statements and ~~considers executive and director compensation. Given~~ the ~~size~~related ofnotes ~~the~~included ~~Company~~in ~~and~~this ~~its~~Annual ~~stage~~Report ofon ~~development,~~Form ~~the entire Board is involved in such decision~~10-~~making processes~~K. ~~Thus,~~This ~~there~~section iscontains aforward-looking ~~potential~~statements ~~conflict of interest in~~ that ~~our~~involve ~~directors~~risks and ~~officers~~uncertainties. ~~have~~Our ~~the~~actual ~~authority~~results tocould ~~determine~~differ ~~issues~~materially ~~concerning~~from ~~management~~those ~~compensation,~~anticipated ~~nominations,~~in ~~and~~these ~~audit~~forward-looking ~~issues~~statements ~~that~~as ~~may~~a ~~affect~~result ~~management decisions. We are not aware~~ of ~~any~~various ~~other~~factors, ~~conflicts~~including ofthose ~~interest~~discussed ~~with~~under ~~any~~“Risk ofFactors” ~~our~~and ~~executive~~elsewhere ~~officers~~in orthis ~~directors~~report.

~~Family Relationships~~Overview

~~There~~Blackwell ~~are~~3D noConstruction ~~family~~Corp. ~~relationships~~(“BDCC,” ~~among~~the ~~our~~“Company,” ~~directors~~“we,” “us,” or ~~officers~~“our”) is a development-stage company focused on the research, development, and eventual commercialization of large-scale 3D concrete printing technology for use in residential and commercial construction. We have not generated any revenues to date and continue to operate as a development-stage entity. Our primary activities during the fiscal year ended May 31, 2025 consisted of corporate organization, refinement of our business plan, identification of potential project sites, and exploration of strategic relationships with technology suppliers.

~~None~~Because ofwe ~~our~~have ~~directors~~not orcommenced ~~officers~~revenue-generating ~~has~~operations, ~~been~~we ~~affiliated~~have ~~with~~incurred ~~any~~net ~~company~~losses ~~that~~since ~~has filed for bankruptcy within the last ten years~~inception. We ~~are~~expect ~~not aware of any proceedings~~ to ~~which~~continue ~~any~~incurring oflosses ~~our~~until ~~officers or directors, or any associate of any~~ such ~~officer~~time oras ~~director,~~we ~~is a party adverse to our company or has a material interest adverse to it. There~~ are noable ~~agreements with respect~~ to ~~the~~commence ~~election~~commercial ofoperations ~~directors.~~and ~~Other~~generate ~~than~~sustainable ~~as described below, we have not compensated our directors for service on our Board of Directors or reimbursed for expenses incurred for attendance at meetings of our Board of Directors~~revenues.

~~Section~~Results ~~16(a)~~of ~~Beneficial~~Operations ~~Ownership~~for ~~Reporting~~the ~~Compliance~~Years Ended May 31, 2025 and 2024

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. During the fiscal year ended May 31, 2018, our officers, directors and persons who own more than ten percent of a registered class of our equity securities complied with all applicable Section 16(a) filing requirements.Revenues

~~Code~~For ofthe ~~Ethics~~fiscal years ended May 31, 2025 and 2024, we did not generate revenues.

~~The~~Operating Company currently has not adopted a Code of Ethics applicable to its principal executive officer and principal accounting and financial officer because of its small size and limited resources and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.Expenses

~~Potential~~Our ~~Conflicts~~operating expenses increased to $3,152,042 for the year ended May 31, 2025 from $740,341 for the same period ended May 31, 2024. The increase was the result of ~~Interest~~shares issued for stock-based compensation during the year ended May 31, 2025.

~~Since~~We weexpect dooperating ~~not~~expenses ~~have~~to anincrease ~~audit~~in orfuture ~~compensation~~periods ~~committee~~as ~~comprised~~we ofexpand ~~independent directors, the functions that would have been performed by such committees are performed by~~ our ~~directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert~~corporate, ~~nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors~~technical, and tooperational ~~date,~~infrastructure ~~such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest~~ in ~~that~~anticipation ~~our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware~~ of ~~any~~launching ~~other~~pilot ~~conflicts~~3D-printed ofconstruction ~~interest with any of our executive officers or directors~~projects.

~~Involvement~~24 inTable ~~Certain~~of ~~Legal Proceedings~~Contents

~~There~~Other are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.Expenses

25We had other expenses of $43,718 for the year ended May 31, 2025, as compared with other expenses of $819,808 for the year ended May 31, 2024. The decrease in other expenses is the result of a loss on intangible assets amounting to $825,300 incurred during the year ended May 31, 2024

~~Item~~Net ~~11. Executive Compensation~~Loss

~~The~~We ~~table~~recorded ~~below~~a ~~sets~~net ~~forth~~loss ~~information~~of ~~concerning compensation paid~~$3, ~~earned~~195,760 orfor ~~accrued~~the byyear ~~our~~ended ~~chief~~May ~~executive~~31, ~~officers~~2025, ~~(each~~as compared with a ~~“Named~~net ~~Executive~~loss ~~Officer”)~~of $1,560,149 for the ~~last~~year ~~two~~ended ~~fiscal~~May ~~years~~31, 2024. NoThe ~~executive~~increase ~~officer~~in ~~earned~~net ~~compensation~~loss inare ~~excess~~a result of ~~$100,000~~the ~~during~~factor ~~fiscal~~discussed ~~2018 or 2017~~above.

~~SUMMARY~~Liquidity ~~COMPENSATION~~and ~~TABLE(1)~~Capital Resources

Name and Principal Position	Fiscal Year	Salary ($)			All Other Compensation ($)(2)		Total ($)
Stephane Pilon President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2018		-			-		-
	2017		45,579	(3)		-		-
	2016		42,353	(3)		-		-
Pol Brisset Secretary and Director	2018		-			-		-
	2017		-			-		-
	2016		-			-		-

As of May 31, 2025, we had total current assets of $1,881. Our total current liabilities as of May 31, 20125 were $883,332. We had a working capital deficit of $881,451 as of May 31, 2025, compared with a working capital deficit of $496,631 as of May 31, 2024.

~~___________~~Operating activities used $336,708 in cash for the year ended May 31, 2025, as compared with $76,656 used for the year ended May 31, 2024. Our negative operating cash flow for May 31, 2025 and 2024 was largely the result of our net loss for the years.

1.Cash Weflows ~~have~~used ~~omitted~~by ~~certain~~financing ~~columns~~activities induring the ~~summary~~year ~~compensation~~ended ~~table~~May ~~pursuant~~31, to2025 ~~Item~~provided ~~402(a)(5)~~$338,589, ~~of Regulation S-K~~ as nocompared ~~compensation~~with ~~was~~cash ~~awarded~~provided ~~to,~~of ~~earned by~~$76,602 orfor ~~paid to any of~~ the ~~executive officers or directors required to be reported in that table or column in any fiscal~~ year ~~covered~~ended byMay ~~that~~31, ~~table~~2024. 2.Our ~~The~~positive ~~“All~~financing ~~Other~~cash ~~Compensation”~~flow ~~column~~for ~~is used to disclose~~ the ~~aggregate~~years ~~amount~~ended ofMay ~~all~~31, ~~compensation~~2018 ~~that~~was ~~the~~largely ~~Company~~a ~~could~~result ~~not~~of ~~properly~~proceeds ~~report~~from innotes ~~any~~payable, ~~other~~cash ~~column~~from of the ~~Summary~~issuance ~~Compensation~~of ~~Table~~common ~~(with~~stock, aand ~~limited~~related ~~exceptions).~~party 3advances. ~~Represents accrued salary.~~

~~Outstanding~~As ~~Equity~~of ~~Awards~~May 31, 2025, we had limited cash resources and will require additional financing to sustain operations and execute our business plan. Historically, we have funded operations through equity issuances to our officers and related parties. We anticipate that we will require between $2 million and $10 million over the next 24–36 months to implement our operational plan, including securing facilities, acquiring large-scale 3D printing equipment, recruiting personnel, and conducting pilot projects.

~~None.~~Going Concern

~~Compensation~~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 ~~Directors~~assets and the satisfaction of liabilities and commitments in the normal course of business. During the year ended May 31, 2025, the Company has incurred net losses of $3,195,760, accumulated deficits of $12,428,574, and used cash in operations of $336,708. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

NoOur ~~compensation~~current ~~has~~operations have been ~~paid~~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 ~~directors~~operations in ~~consideration~~the ~~for~~future ~~services~~will ~~rendered~~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 ~~their~~turn ~~capacities~~may asresult ~~directors~~in ~~during~~a ~~fiscal~~loss ~~year~~to ~~2018~~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.

~~Item~~The ~~12.~~Company’s ~~Security~~ability ~~Ownership~~to ofcontinue ~~Certain~~as ~~Beneficial~~a ~~Owners~~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 ~~Related~~public ~~Stockholder~~offering ~~Matters~~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~~25 ~~following~~Table ~~table lists, as~~ of the date of this Annual Report, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each executive officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.Contents

26Off-Balance Sheet Arrangements

~~The~~We ~~percentages~~did ~~below~~not ~~are~~have ~~calculated~~any ~~based~~off-balance onsheet ~~9,863,000~~arrangements ~~shares of common stock which are issued and outstanding~~ as of ~~the~~May ~~date~~31, ~~of this Annual Report~~2025.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage
Directors and Officers:
Stephane Pilon -President, Chief Executive, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)		3,750,000		38.02	%
Pol Brisset -Secretary and Director		3,811,000		38.63	%
All officers and directors as a group (2 persons)		7,561,000		76.66	%
5% Stockholders:
None

Critical Accounting Policies

~~Item~~Our 13financial statements are prepared in accordance with U.S. ~~Certain~~generally ~~Relationships~~accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and ~~Related~~assumptions ~~Transactions~~that affect the reported amounts of assets, liabilities, revenues, and ~~Director~~expenses. ~~Independence~~Because we are a development-stage company with limited operations, our critical accounting policies primarily relate to the valuation of equity issuances, stock-based compensation, and the assessment of our ability to continue as a going concern.

~~Related~~ITEM ~~Party~~7A. ~~Transactions~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~None~~This ofitem ~~the~~is ~~directors~~not orapplicable ~~executive~~to ~~officers of~~ the Company, ~~nor~~because ~~any person who owned of record or was known to own beneficially more than 5% of~~ the Company’s ~~outstanding~~is ~~shares~~a ofsmaller ~~its~~reporting ~~common~~company ~~stock,~~as ~~nor~~defined ~~any~~by ~~associate~~Rule or12b-2 ~~affiliate~~under ~~of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during~~ the ~~past~~Securities ~~two~~Exchange ~~fiscal~~Act ~~years,~~of ~~or in any proposed transaction, which has materially affected or will affect the Company~~1934.

~~With~~ITEM ~~regard~~8. toFINANCIAL ~~any~~STATEMENTS ~~future~~AND ~~related~~SUPPLEMENTARY ~~party transaction, we plan to fully disclose any and all related party transactions in the following manner:~~DATA.

●All ~~Disclosing~~financial ~~such~~information ~~transactions~~required inby ~~reports~~this ~~where~~Item ~~required;~~is ●included ~~Disclosing~~on inthe ~~any~~pages ~~and~~immediately ~~all~~following ~~filings with~~ the ~~SEC,~~Index ~~where~~to ~~required;~~Financial ●Statements ~~Obtaining~~appearing ~~disinterested~~on ~~directors’~~page ~~consent;~~F-1 and, ●is ~~Obtaining~~hereby ~~shareholder~~incorporated ~~consent~~by ~~where required~~reference.

~~Director~~ITEM ~~Independence~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.None

~~According~~ITEM to9A. ~~the~~CONTROLS ~~NASDAQ~~AND ~~definition, we have no independent directors~~PROCEDURES.

~~Item~~Disclosure ~~14.~~Controls ~~Principal Accounting Fees~~ and ~~Services~~Procedures

OnBased ~~January~~on ~~31,~~an ~~2022~~evaluation as of the date of the end of the period covered by this report, the Company’s ~~engaged~~Chief ~~Gries~~Executive &Officer ~~Associates~~and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, ~~LLC~~as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “~~Gries~~Exchange Act”) as. ~~its~~Based ~~new~~on ~~independent~~that ~~registered~~evaluation, ~~public~~the ~~accounting~~Company’s ~~firm~~Chief ~~beginning~~Executive ~~with~~Officer ~~the~~and ~~fiscal~~Chief ~~quarter~~Financial ~~ending~~Officer ~~May~~concluded 31that, ~~2018.~~because ~~The~~of ~~change~~the disclosed material weaknesses in the Company’s ~~independent~~internal ~~registered~~control ~~public~~over ~~accounting~~financial ~~firm~~reporting, ~~was~~the ~~approved~~Company’s bydisclosure controls and procedures were ineffective as of the ~~board~~end of ~~directors.~~the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

~~Fees~~Disclosure ~~billed~~controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s byreports ~~its~~filed ~~independent~~or ~~registered~~submitted ~~public~~under ~~accounting~~the ~~firm~~Exchange ~~Gries~~Act &is ~~Associates~~recorded, ~~LLC~~processed, ~~Certified~~summarized ~~Public~~and ~~Accountants~~reported, ~~501~~within Sthe time periods specified in the SEC’s rules and forms. ~~Cherry~~Disclosure ~~Street~~controls ~~Ste~~and ~~1100~~procedures ~~Denver~~include, ~~Colorado~~without ~~80246~~limitation, ~~for~~controls and procedures designed to ensure that information required to be disclosed in the ~~fiscal~~Company’s ~~years~~reports ~~ending~~filed ~~May~~under ~~31,~~the ~~2018~~Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and ~~2017~~the Company’s Chief Financial Officer, ~~are~~to ~~set~~allow ~~forth~~timely ~~below:~~decisions regarding required disclosure.

	Fiscal year ended May 31,
	2018		2017
Audit Fees	$	5,000	$	-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Management’s Annual Report on Internal Control Over Financial Reporting

27Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of May 31, 2025, using the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~26 ~~15.~~Table ~~Exhibits~~of Contents

EXHIBIT NUMBER		DESCRIPTION
3.1		Articles of Incorporation, as amended(1)
3.2		Bylaws(2)
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)(3)
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)(3)
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of management’s assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to the limited resources based on the size of the Company. Due to the material weaknesses management concluded that as of May 31, 2025, the Company’s internal control over financial reporting was ineffective. In order to address and resolve the weaknesses, the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as the Company’s financial means allow. To date, the Company’s limited financial resources have not allowed the Company to hire the additional personnel necessary to address the material weaknesses.

~~____________~~Management’s Annual Report on Internal Control Over Financial Reporting

	(1)	Previously filed as an Appendix to the Company's Information Statement on Schedule 14C filed with the SEC on June 24, 2014.
	(2)	Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917
	(3)	Filed Herewith

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

* FiledChanges ~~Herewith.~~in ~~Pursuant~~Internal toControl ~~Regulation~~Over ~~S-T,~~Financial this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 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.Reporting

28There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~SIGNATURES~~The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

In(a) ~~accordance~~Pertain ~~with~~to ~~Section~~the 13maintenance orof 15records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; (db) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~the~~financial ~~Exchange~~statements ~~Act~~in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant ~~caused~~are ~~this~~being ~~report~~made toonly bein ~~signed~~accordance onwith ~~its~~authorizations ~~behalf~~of bymanagement and directors of the ~~undersigned~~registrant; and (c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~thereunto~~use ~~duly~~or ~~authorized~~disposition of the registrant’s assets that could have a material effect on the financial statements.

	Power Americas Resources Group Ltd.
Date: July 29, 2022	By:	/s/ Kevin Malone
	Name:	Kevin Malone
	Title:	Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director

ITEM 9B. OTHER INFORMATION.

InDuring ~~accordance~~the ~~with~~year ~~the~~ended ~~Exchange~~May ~~Act~~31, ~~this~~2025, ~~report~~none ~~has~~of ~~been~~our ~~signed~~directors ~~below~~or byexecutive ~~the~~officers adopted or terminated a ~~following~~Rule ~~persons~~10b5-1 ontrading ~~behalf~~plan ofor ~~the~~a ~~registrant~~non-Rule ~~and~~10b5-1 intrading ~~the~~arrangement ~~capacities~~(as ~~and~~defined onin ~~the~~Item ~~dates~~408(c) ~~indicated~~of Regulation S-K).

	Power Americas Resources Group Ltd.
Date: July 29, 2022	By:	/s/ Kevin Malone
	Name:	Kevin Malone
	Title:	Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

29Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The Company’s current directors and executive officers are as follows:

Name	Age	Position(s)
Mohammed Saif Zaveri	29	Chief Executive Officer, President, and, Chairman of the Board of Directors
Krishnendu Chatterjee	48	Chief Financial Officer and Treasurer
Mitesh Ashok Rasaikar	36	Secretary, Chief Technology Officer, and Director
Murali Krishna Velupillai	44	Independent Director
Senthil Kumaran Srinivasan	37	Independent Director

Term of Office

All the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected and qualified. The Company’s executive officers are appointed by the Company’s board of directors and hold office until their resignation, removal, death or retirement.

Background and Business Experience

The business experience during the past five years of each of the Company’s directors and executive officers is as follows:

Biographies:

Mr. Mohammed Saif Zaveri: Mr. Zaveri is an investor and entrepreneur with over a decade of business acumen spanning various sectors including marketing, finance, and particularly, real estate. Mr. Zaveri is known for fusing visionary investment strategies with in-depth market research and is particularly distinguished for his leadership in the realm of technologically-driven real estate, with a keen emphasis on ESG (Environmental, Social and Governance) standards. From 1999 – 2011 Mr. Zaveri attended High School at the St. Peters School ICSE, Mumbai, India, then from 2011 – 2016, Mr. Zaveri attended College at Lala Lajpat Rai College, Mumbai, India where he received a Bachelors in Management Studies. Since January 2023, he has been the CEO of Blackwell Realtech 3D Printing Construction LLC (“BRP”) in Dubai. As BRP CEO, Mr. Zaveri has developed key operational initiatives to drive and maintain growth, has overseen the development of a revolutionary 3D printing technology for use in home construction and incorporated ESG standards. Further, he has worked to align organizational objectives with the Company mission to integrate work strategies and has conducted target market research to scope out industry competition and identify advantageous trends. Also, since September 2022, Mr. Zaveri has worked at Blackwell Properties LLC (“BP”), a company he co-founded. Located in Dubai, Mr. Zaveri’s primary function at BP has been to take the lead in the acquisition and sale of luxurious real estate properties in Dubai and throughout the Middle East. Blackwell has consistently been an innovator in property leasing strategies and developing and delivered top-tier management and brokerage services. Prior to the above, from May 2017 to August 2021, Mr. Zaveri was involved with The Wedding Junction Show and The Wedding Junction (collectively, the “Wedding Junction”), both located in Mumbai. Mr. Zaveri co-founded the Wedding Junction and while at each he assisted in curating luxury exhibitions, organizing Bollywood fashion showcases and generally managing events. We believe that Mr. Zaveri possesses attributes that qualify him to serve as an officer and director of the Company, including his leadership skills, and experience.

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Mr. Krishnendu Chatterjee:

From 2023 – to the present, Mr. Chatterjee has been the Chief Financial Officer of Metapixel Global Information Technology Consultants LLC., Dubai (UAE), with operating supervision over the accounting of the company, its subsidiaries, and various divisions. From 2015 – 2023, he was the Managing Director and freelance CFO of Imperial Capital Resources (SG) Pte Ltd, Singapore, focusing on consultancy, debt amalgamation, debt syndication, and credit enhancement on a project-to-project basis. From 2011-2015, he was a Senior Vice President (Investment Banking Division), Credit Suisse AG, NSW, Sydney, Australia, acting as a Risk Assessment Advisor and Hedge Fund Risk Mitigator. Mr. Chatterjee received a degree (with honors) in Economics in 1996 and an MBA in Finance in 1997 both from Delhi University, India. He obtained his CFA accreditation in 1999 from ICFAI Hyderabad, India. Additionally, he received his LLB, with a specialization in Corporate Law (under executive management program) from Tasmania University, NSW Australia in 2014. Based on the forgoing and in connection with the execution of the Executive Employment Agreement, the Corporation believes that Mr. Chatterjee possesses skills, attributes, and relevant

Mr. Mitesh Ashok Rasaikar: Mr. Rasaikar is an accomplished operations executive and technopreneur boasting over 5 years of experience in real estate. His proficiency spans Technology, Finance, and Property Management. From 2004 – 2006 Mr. Rasaikar attended Junior College at BHAVANS COLLEGE, Mumbai, India. Presently and since January 2023, he has served as the COO of Blackwell Realtech 3D Printing Construction LLC (“BRP”), a company based out of Dubai and of which he is a co-founder. While at BRP, Mr. Rasaikar has been tasked with spearheading the integration of ESG standards in projects, endorsing the use of solar panels, hybrid charging systems, and promoting sustainable living. Also, since September 2022, Mr. Rasaikar has worked at Blackwell Properties LLC (“BP”), another company which he co-founded that is located in Dubai. At BP, he is responsible for the acquisition and sale of luxurious real estate properties in Dubai and throughout the Middle East. From January 2021 to January 2022, Mr. Rasaikar worked as a consultant for HBA First. As a consultant, he designed and implemented actionable strategies to bolster growth within the forex industry and liaised with key stakeholders, ensuring alignment of business goals and objectives. Since September 2022, Mr. Rasaikar has also worked as a consultant with Belfrics Prime out of Dubai where he successfully established Belfrics as a leading B2B bespoke liquidity provider in the forex industry and he successfully navigated the regulatory landscape to ensure the company’s consistent compliance with multiple jurisdictions. From May 2017 to August 2021 , Mr. Rasaikar founded The Blockchain Studio in Mumbai, where he worked developing blockchain platforms, spearheading innovative apps, and founded an ecosystem fostering collaboration and growth among blockchain experts. We believe that Mr. Rasaikar possesses attributes that qualify him to serve as an officer and director of the Company, including his leadership skills, and experience.

Mr. Murali Krishna Velupillai: Mr. Velupillai is an investment and fintech professional consultant with over 15 years of experience in managing large family offices. Presently, he consults with the Kolte Patil Group Family Office, a position he has held since 2017. Prior to that, he consulted with Unilazer Ventures (Ronnie Screwvala) & Famy Care (Taparia’s), also well-established family offices. In his current assignment with the Kolte Patil Family Office , he is overseeing their funding plans as well as managing their forays into new age investment ventures. Over the last decade & a half he has played a pivotal role in developing a vision for family offices as well as developing a robust investment philosophy. In addition, he assists with the management of equity and fixed income portfolios as part of his consulting functions. He received his MBA from IBS Hyderabad and a science graduate in Mathematics from Kerala University. Additionally, Mr. Velupillai completed a PGPX (Post Graduate Management Program for Executives) from UCLA Anderson School of Management and he is now working on his PHD thesis. We believe that Mr. Velupillai possesses attributes that qualify him to serve as a member of the Board, including his leadership skills, and experience.

Mr. Senthil Kumaran Srinivasan: Since September 2018, Mr. Srinivasan has served as the Chief Technology Officer for Belfrics BT, a leading blockchain company located in Bengaluru, India . While there, he has been the key architect responsible for the execution of the Company’s core trading platform. Moreover, in his role as CTO, he has executed deep learning models for extracting data from National ID’s (India, Malaysia, Nigeria, Tanzania) for KYC onboarding, strategizing and executing a patented KYC based blockchain (Belrium) for crypto currency exchanges and extended the product to support E-KYC use cases for merchant consortium. He has also been involved in the architecture of implementing National Level Health ID Project (ABDM India) Architected and executed the liquidity integration feeds for near real time trading support. He was responsible for the infrastructure migration from Amazon Web Services to Alibaba for cost saving purposes. Mr. Srinivasan received his Master of Science in Computer Science in 2012 from The University of Texas at Dallas, Richardson, TX. His extensive technical skills, (i) Tech Architecture, Algorithm Design, Large Scale System Design, Deep Learning, Machine Learning, Information Retrieval, and Graph Algorithms; (ii) Programming Languages: Java, Python, C, and GoLang (iii) Operating Systems: Windows, UNIX. MAC Databases: MYSQL, Oracle, PostGreSql, MSSQL NoSQL: Elasticsearch, Redis; and (iv) Big Data Tech: Kafka, Spark, AirFlow, Celery, RabbitMQ. We believe that Mr. Srinivasan possesses attributes that qualify him to serve as a member of the Board, including his leadership skills, and experience.

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Significant Employees.

None.

Family Relationships.

None.

Involvement in Certain Legal Proceedings.

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

	·	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
	·	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee.

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Code of Ethics.

We do not currently have a code of ethics.

ITEM 11. EXECUTIVE COMPENSATION.

On March 13, 2024, Mr. Mohammed Saif Zaveri entered into an Employment Agreement with the Company whereby he agreed to act as the Company’s Chief Executive Officer, President, and Chairman of the Board of Directors. In exchange, he received 37,340,000 shares of the Company’s Common Stock and 1,000,000 shares of the Company’s Series A Preferred Stock. Subsequently, pursuant to the terms of his Employment Agreement and subsequent issuances, Mr. Zaveri beneficially owns 12,340,000 shares of Common Stock (post-reverse split adjustments and subsequent cancellations) and 4,500,000 shares of Series A Preferred Stock. The Series A Preferred Stock carries 100 votes per share, representing 450,000,000 votes.

On May 17, 2024, the Company appointed Mr. Krishnendu Chatterjee as its Chief Financial Officer and Treasurer. Under his Executive Employment Agreement, Mr. Chatterjee is entitled to a monthly fee of $5,000. In addition, the Company issued to Mr. Chatterjee 3,000,000 restricted shares of Common Stock as a one-time performance award. These shares have been issued and are outstanding as of the date of this Report.

The Executive Employment Agreements previously entered into with Mr. Mohammed Saif Zaveri and Mr. Krishnendu Chatterjee have not been formally renewed or extended. Notwithstanding the expiration of those agreements, both Mr. Zaveri and Mr. Chatterjee continue to perform their respective duties as executive officers of the Company. The Board of Directors is currently reviewing its options with respect to the renewal or modification of executive employment agreements, but no determination has been made as of the date of this Report.

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As of the date of this Report, no other executive officer or director has received compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.

The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers, or other employees, but the Board of Directors may consider adoption of one or more such programs in the future.

There are no understandings or agreements regarding compensation our management will receive after a business combination that are required to be disclosed. The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate officers and directors until such time that the Company completes a business combination or achieves a stable revenue model.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the number of shares of Common Stock beneficially owned on May 31, 2205, by each person who is known by the Company to beneficially own 5% or more of the Company’s Common Stock, each of the Company’s directors and executive officers, and all of the Company’s directors and executive officers, as a group May 31, 2025, we had 37,997,373 shares of common stock outstanding.

Name & Address of Beneficial Owner	Title of Class	Number of Shares Beneficially Owned	% of Class(1)
Mohammed Saif Zaveri (2) 701 S. Carson St., Suite 200, Carson City, NV 89701	Common Stock, $0.00001 par value	12,340,000	32.5%
	Series A Preferred Stock	4,500,000	76.9%
Mitesh Ashok Rasaikar (3) 701 S. Carson St., Suite 200, Carson City, NV 89701	Common Stock, $0.00001 par value	640,000	1.7%
Krishnendu Chatterjee (4) 701 S. Carson St., Suite 200, Carson City, NV 89701	Common Stock, $0.00001 par value	3,000,000	7.9%
Murali Krishna Velupillai (5) 701 S. Carson St., Suite 200, Carson City, NV 89701	Common Stock, $0.00001 par value	0	0%
Senthil Kumaran Srinivasan (6) 701 S. Carson St., Suite 200, Carson City, NV 89701	Common Stock, $0.00001 par value	0	0%
Aplicaciones Quimicas Especializadas del Sureste, S.A. de C.V. (7) 701 S. Carson St., Suite 200, Carson City, NV 89701	Series A Preferred Stock	1,350,000	23.1%
All directors and executive officers as a group (5 persons)	Common Stock, $0.00001 par value	15,980,000	42.1%
	Series A Preferred Stock	4,500,000	76.9%

Footnotes

1.	Percentages are based on 37,997,373 shares of Common Stock and 5,850,000 shares of Series A Preferred Stock outstanding as of May 31, 2025. Series A Preferred Stock carries 100 votes per share.
2.	Mr. Zaveri, our CEO, President, and Chairman, beneficially owns 12,340,000 shares of Common Stock and 4,500,000 shares of Series A Preferred Stock, representing approximately 32.5% of our Common Stock and 76.9% of our Series A Preferred Stock. Based on voting rights, Mr. Zaveri controls approximately 92.3% of the total voting power of the Company.
3.	Mr. Rasaikar, our Secretary, CTO, and Director, beneficially owns 640,000 shares of Common Stock.
4.	Mr. Chatterjee, our CFO and Treasurer, beneficially owns 3,000,000 shares of Common Stock.
5.	Mr. Velupillai, Independent Director, does not beneficially own any shares.
6.	Mr. Srinivasan, Independent Director, does not beneficially own any shares.
7.	Aplicaciones Quimicas Especializadas del Sureste, S.A. de C.V. beneficially owns 1,350,000 shares of our Series A Preferred Stock, representing approximately 23.1% of that class and 27.7% of total Series A voting power.

Changes in Control

There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.

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The Board of Directors is currently composed of four member and we have two independent directors at this time.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees incurred by the Company’s principal accountant for the audit of the Company’s annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the years ended May 31, 2025 and 2024 were $22,500 and $34,250, respectively, which was paid to Victor Mokuolu, CPA PLLC and Griess and Associates, respectively.

Audit Related Fees

The aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not reported “Audit Fees” for the years ended May 31, 2025 and 2024 in the amounts of $0 and $0, respectively. All services performed by the Company’s Registered Public Accounting Firm, Victor Mokuolu, CPA PLLC. have been pre-approved by the Company’s Board of Directors.

All Other Fees

Other fees billed for products or services provided by the Company’s principal accountant during the years ended May 31, 2025 and 2024. There were no fees incurred to Victor Mokuolu, CPA PLLC. Inc. related to all other fees.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this Report.

1. Financial Statements. The Company’s Balance Sheets as of May 31, 2025 and 2024, the Statements of Operations for the years ended May 31, 2025 and 2024, the Statements of Changes in Stockholders’ Equity for the years ended May 31, 2025 and 2024, and the Statements of Cash Flows for the years ended May 31, 2025 and 2024, together with the notes thereto and the reports of Victor Mokuolu, CPA PLLC, as required by Item 8 are included in this 2025 Annual Report on Form 10-K as set forth in Item 8 above.

2. Financial Statement Schedules. All financial statement schedules have been omitted since they are either not required or not applicable, or because the information required is included in the financial statements or the notes thereto.

3. Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

(b) Exhibits: We have filed the follow documents as exhibits required by Item 601 of Regulation S-K (§229.601 of this chapter).

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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**
10.1		Asset Purchase Agreement with Mohammed Saif Zaveri**
10.2		Employment Agreement with Mohammed Saif Zaveri**
10.3		Assignment and Assumption of Membership Interests, dated April 24, 2024 with Blackwell Realtech 3D Printing Construction LLC**
21		Subsidiaries of Registrant*
23.1		Consent of Registered Independent Public Accounting Firm

*Filed herewith

**Previously Filed as part of the Companys Registration Statement on Form 1-A, specifically as exhibits to the Part II-Offering Circular thereto, originally filed with the SEC on March 3, 2024.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	BLACKWELL 3D CONSTRUCTION CORP.

Date: September 15, 2025	By:	/s/ Mohammed Saif Zaveri
	Name:	Mohammed Saif Zaveri
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: September 15, 2025

By:

/s/ Krishnendu Chatterjee

Name:

Krishnendu Chatterjee

Title:

Chief Financial Officer

(Principal Financial and Accounting Officer)

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BLACKWELL 3D CONSTRUCTION CORP.

Index to Financial Statements

		Pages

Report of Independent Registered Public Accounting Firm		F-2

Financial Statements:

Balance Sheets as of May 31, 2025 and 2024		F-3

Statements of Operations for the years ended May 31, 2025 and 2024		F-4

Statement of Changes in Stockholders’ Deficit for the years ended May 31, 2025 and 2024		F-5

Statements of Cash Flow for the years ended May 31, 2025 and 2024		F-6

Notes to Financial Statements		F-7

F-1

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VICTOR MOKUOLU, CPA PLLC

Accounting | Advisory | Assurance & Audit | Tax

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Blackwell 3D Construction Corp. (formerly Power Americas Resources Group, Limited)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Blackwell 3D Construction Corp. (the “Company”) as of May 31, 2025, and May 31, 2024 the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of and for the years ended May 31, 2025, and May 31, 2024, the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, Going Concern to the consolidated financial statements, the Company has accumulated deficit of $12,170,982 as of May 31, 2025. The Company has accumulated deficit of $9,232,814 as of May 31, 2024, working capital deficit of $866,451, and $496,631 as of May 31, 2025, and May 31, 2024 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

Victor Mokuolu, CPA PLLC

Houston, Texas

PCAOB ID: 06771

September 15, 2025

www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com

F-2

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BLACKWELL 3D CONSTRUCTION CORP

(FKA POWER AMERICAS RESOURCES GROUP LTD)

CONSOLIDATED BALANCE SHEETS

	May 31, 2025			May 31, 2024
ASSETS
Current assets
Cash	$	1,881		$	-
Total current assets		1,881			-

Total assets	$	1,881		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		248,875			137,763
Due to related party		118,972			-
Notes payable		500,485			358,868
Total current liabilities		868,332			496,631

Total liabilities		868,332			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 May 31, 2025 and 2024 , respectively		59			54
Common stock, $0.00001 par value, 500,000,000 shares authorized, 37,996,794 and 55,196,794 shares issued and outstanding as of May 31, 2025 and 2024 , respectively		379			551
Additional paid in capital		9,654,093			8,672,290
Stock payable		1,650,000			63,288
Accumulated deficit		(12,170,982	)		(9,232,814	)
Total stockholders' deficit		(866,451	)		(496,631	)

Total liabilities and stockholders' deficit	$	1,881		$	-

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BLACKWELL 3D CONSTRUCTION CORP

(FKA POWER AMERICAS RESOURCES GROUP LTD)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the years ended
	May 31, 2025			May 31, 2024

Revenue	$	-		$	-

Operating expenses
General and administration		145,378			17,623
Professional fees		2,749,072			362,518
Loss on acquisition of Blackwell Realtech 3D, LLC		-			360,200
Total operating expenses		2,894,450			740,341

Loss from operations		(2,894,450	)		(740,341	)

Other income (expenses)
Interest expense		(44,670	)		(12,829	)
Loss on change of derivative liability		-			1,488
Foreign currency gain		952			2,769
Gain on forgiveness of notes payable		-			14,064
Impairment of intangible assets					(825,300	)
Total other income (expenses)		(43,718	)		(819,808	)

Net loss before tax provision		(2,938,168	)		(1,560,149	)
Tax provision		-			-
Net loss	$	(2,938,168	)	$	(1,560,149	)

Net loss per common share - basic and diluted	$	(0.06	)	$	(0.15	)

Weighted average number of common shares outstanding - basic and diluted		45,519,535			10,229,551

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BLACKWELL 3D CONSTRUCTION CORP

(FKA POWER AMERICAS RESOURCES GROUP LTD)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

	Series A												Additional								Total
	Preferred Stock						Common Stock						Paid-in			Stock		Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Capital			payable		Deficit			Deficit
Balance, May 31, 2023		1,950,000			20			576,794			5			7,117,915			-		(7,672,665	)		(554,725	)
Shares returned to unwind employment agreement		(600,000	)		(6	)		(220,000	)		(2	)		(55,592	)		-		-			(55,600	)
Shares returned to unwind asset purchase agreement		-			-			(160,000	)		(2	)		2			-		-			-
Shares issued for asset purchase agreement		3,000,000			30			2,000,000			20			1,185,460			-		-			1,185,500
Shares issued for services		1,000,000			10			36,000,000			360			242,131			63,288		-			305,799
Shares issued for cash		-			-			17,000,000			170			169,830			-		-			170,000
Derivative liability written off to additional paid in capital		-			-			-			-			12,544			-		-			12,544
Net loss		-			-			-			-			-			-		(1,559,949	)		(1,559,949	)
Balance, May 31, 2024		5,350,000			54			55,196,794			551			8,672,290			63,288		(9,232,814	)		(496,631	)
Common shares issued for cash		-			-			7,800,000			78			77,922			-		-			78,000
Common shares issued for services		-			-			-			-			877,429			1,586,712		-			2,464,141
Common shares exchanged for Preferred Stock.		500,000			5			(25,000,000	)		(250	)		245			-		-			-
Imputed interest		-			-			-			-			26,207			-		-			26,207
Net loss		-			-			-			-			-			-		(2,938,168	)		(2,938,168	)
Balance, May 31, 2025		5,850,000			59			37,996,794			379			9,654,093			1,650,000		(12,170,982	)		(866,451	)

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BLACKWELL 3D CONSTRUCTION CORP

(FKA POWER AMERICAS RESOURCES GROUP LTD)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year ended
	May 31, 2025			May 31, 2024
Cash Flows from Operating Activities
Net loss	$	(2,938,168	)	$	(1,560,149	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on change in derivative liability		-			(1,488	)
Loss on acquisition of Blackwell Realtech 3D, LLC		-			360,200
Impairment of intangible assets		-			825,300
Gain on forgiveness of notes payable		-			(14,064	)
Stock-based compensation		2,464,141			305,799
Imputed interest		26,207			-
Shares returned to unwind agreement		-			(55,600	)
Changes in assets and liabilities
Accounts payable and accrued liabilities		111,112			63,346
Net cash used in operating activities		(336,708	)		(76,656	)

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

Cash Flows from Financing Activities:
Related party advances		118,972			-
Proceeds from notes payable		181,617			71,602
Repayments of notes payable		(40,000	)		(165,000	)
Proceeds from the issuance of common stock		78,000			170,000
Net cash provided by financing activities		338,589			76,602

Net increase in cash		1,881			(54	)

Cash, beginning of period		-			54

Cash, end of period	$	1,881		$	-

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
Derivative liability written of to additional paid in capital	$	-		$	12,544

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BLACKWELL 3D CONSTRUCTION CORP

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MAY 31, 2025 and 2024

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Organization and Basis of Presentation

Organization

Blackwell 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.

The Company was engaged 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.

On 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 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.

On September 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 Corporation.

On October 12, 2023, the Company and Ramasamy Balasubramanian entered into that certain Unwind Agreement and Mutual Release for the purpose of unwinding, and 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 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.

On or about October 17, 2023, the Company’s Board of Directors, receiving the majority vote of the Company’s shareholders of approximately 74.91%, approved the following: (i) Changing the corporate name from Power Americas Resource Group Ltd. to Blackwell 3D Construction Corp.; (ii) A change in the Company’s 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 the issued and outstanding shares of Common Stock of the Company whereby every 250 shares of the Company’s issued and outstanding common stock on the Payment Date shall automatically convert into one new share of common stock. The financial statements have been retroactively restated to reflect the stock split.

NOTE 2 – 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. During the year ended May 31, 2025, the Company has incurred net losses of $2,938,168 accumulated deficits of $12,170,982, and used cash in operations of $336,708. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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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.

The 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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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 the 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 accompanying consolidated financial statements represent the results of operations, financial position and cash flows of Power Americas, Inc. include the financial statements of the Company, and its 100% owned subsidiaries. All inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of financial 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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The cash account that is held in Canadian Dollar, and foreign exchange transaction gain (loss) resulting from fluctuations in the currency exchange rate between U.S. dollar and Canadian dollar has been recorded in the statements of operations. Translation gain (loss) is reported as a component of other accumulated comprehensive income, which was nil during the years ended May 31, 2025 and 2024.

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Stock-based compensation

The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit 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.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. There were no potential equivalent shares of common stock as of May 31, 2025.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Revenue 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.

Income Taxes

Deferred 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 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.

Fair Value of Financial Instruments

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

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Level 2 - 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.

Level 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.

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

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of May 31, 2025 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 May 31, 2025 and 2024.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.

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NOTE 4 –PROMISSORY NOTES

		May 31, 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		-
Dated March 4, 2025		6,000		-
Dated March 19, 2025		841		-
Dated May 30, 2025		1,877		-
Short-term promissory note payable		500,485	$	358,868

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On March 31, 2018, the Company issued a promissory note for proceeds of $6,500. The note matures on September 23, 2018 and accrues interest at 1.5% per quarter.

On November 12, 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. On October 12, 2023, the note notes were restructured to include a payment schedule with a maturity date of November 30, 2024. The restructured note calls for quarterly payments of $5,000. In addition to the new payment schedule the notes also stop accruing interest as of August 31, 2023.

During the year ended May 31, 2023, the Company issued various promissory notes to the same note holder for proceeds of $11,622. The notes are due on demand and accrues interest at 10% per year. On October 12, 2023, the note notes 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

On June 17, 2024, the Company issued a promissory note for proceeds of $14,000. The note is due on demand and accrues interest at 10% annually.

During the years ended May 31, 2025 and 2024, the Company issued various promissory notes with the same noteholders amounting to $181,617 and $71,602 for general operating purposes and made payments of $40,000 and $0, respectively. The notes carry a 10% interest rate and are due upon 10 days written notice. On October 12, 2023, the note notes were restructured to include a payment schedule with a maturity date of August 31, 2026. The restructured note calls for quarterly payment ranging from $15,000 to $39,295. In addition to the new payment schedule the notes also stop accruing interest as of August 31, 2023. On February 21, 2024, the notes were sold and assigned to a new note holder in a private transaction. As of May 31, 2025 and 2024, the Company had notes payable due to this holder in the amount of $468,363 and $358,868, respectively.

During the years ended May 31, 2025 and 2024, the Company recorded interest expense of $44,670and $12,829, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of May 31, 2025 and 2024, the Company had notes due to a member of management and shareholder of $118,972 and 0, respectively. The advances carry 0% interest and are due upon demand.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

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NOTE 7 – INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of May 31, 2025 and 2024, are as follows:

	May 31,			May 31,
	2025			2024
Net operating loss carryforward	$	(12,170,982	)	$	(9,232,614	)
Statutory tax rate		21	%		21	%
Deferred tax asset		(2,555,906	)		(1,938,849	)
Less: Valuation allowance		2,555,906			1,938,849
Net deferred asset	$	-		$	-

As of May 31, 2025 and 2024, the Company had approximately 12.2 and $9.20 million in net operating losses (“NOLs”), respectively that may be available to offset future taxable income, which begin to expire between 2038 and 2040. NOLs generated in tax years prior to May 31, 2019 can be carryforward for twenty years, whereas NOLs generated after May 31, 2019 can be carryforward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2021 through 2023 are subject to review by the tax authorities.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company’s authorized common stock consists of 500,000,000 shares common stock and 100,000,000 shares of Series A Preferred Stock with par value of $0.00001. As of May 31, 2025 and 2024, the issued and outstanding shares of common stock was 37,996,794 and 55,196,794. As of May 31, 2025 and 2024, the issued and outstanding shares of preferred stock was 5,850,400 and 5,350,400, respectively.

During the year ended May 31, 2025, the Company issued 7,800,000 shares of common stock for $78,000 cash.

On March 14, 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, $1,120,000 of the value of the issuance was recoded to compensation cost during the year ended May 31, 2025.

On May 7, 2024, the Company agreed to issued 3,000,000 restricted shares of common stock and valued at $1,650,000 based on the stock price on the date of the agreement to an executive of the Company for services. The Company has recorded, $1,586,712 of the value of the issuance was recoded to compensation cost during the year ended May 31, 2025.

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.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, there were no material subsequent events.

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