8-K
Blackwell 3D Construction Corp. (BDCC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 7, 2023
(February 2, 2023)
| POWER AMERICAS RESOURCE GROUP LTD. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-54452 | 80-0778461 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) |
3350 SW 148th Avenue
Suite 203
Miramar, FL 33027
Tel.: + 1 (888) 507-4751
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
______________________________________________
(Former Name or Former Address,
if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | PARG | N/A |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
POWER AMERICAS RESOURCE GROUP LTD.
Form 8-K
Current Report ****
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2023, the Board of Directors (the “Board”) of Power Americas Resource Group Ltd. (the “Company”) elected Mr. Kumar Elumalai as an independent member to the Company’s Board of Directors, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed.
Mr. Elumalai is a Practicing Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and founder of a Chartered Accountant Firm N. Naresh and Co, located in Chennai, Tamil Nadu, India. Since 2007, Mr. Elumalai has been a Practicing Chartered Accountant with N. Naresh and Co., located in Chennai, Tamil Nadu, India., an accountancy firm of which he was also a founder. N. Naresh and Co. is a leading chartered accountancy firm rendering comprehensive professional services which include audit, management consultancy, tax consultancy, accounting services, Stock audit services. Mr. Elumalai specializes in taxation with over 25 years of professional services experience, during this time, he has handled a wide range of assignments across direct tax, indirect tax matters as well as cross border transactions and has developed strong relationships with senior client stakeholders. He has extensively worked with large domestic companies and multinational in setting up or rationalizing business models and nationwide distribution structures, including cross border trade flows and setting up operations in India. Additionally, he is a member of the Board of Directors of Orscheln Technologies Private Limited, (a US Based Company), located in Chennai, Tamil Nadu, India since 2017.
The board of directors of the Company has affirmatively determined that Mr. Elumalai meets the applicable standards for an independent director under both the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934. Mr. Elumalai will not be compensated by the Company for his services as a director and he has not entered into an employment agreement with the Company.
Other than the foregoing, Mr. Elumalai is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is either party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
A copy of the Company’s press release announcing Mr. Elumalai’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 2, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| POWER AMERICAS RESOURCE GROUP LTD. | ||
|---|---|---|
| Dated: February 7, 2023 | /s/ Mark Croskery | |
| By: | Mark Croskery | |
| Its: | Chief Executive Officer | |
| 3 | ||
| --- |
parg_ex991.htm EXHIBIT 99.1
POWER AMERICAS RESOURCE GROUP APPOINTS INDEPENDENT DIRECTOR, ESTABLISHES AUDIT COMMITTEE
MIRAMAR, FL, Feb. 02, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – Power Americas Resource Group Ltd. (OTC: PARG) (the “Company” or “PARG”), a publicly traded, fully reporting emerging growth company commercializing its Digital Twin technology “Twin Infra” for the international construction industry, is pleased to announce that it has appointed Mr. Kumar Elumalai as the first independent member of its Board of Directors.
Mr. Kumar Elumalai is a practicing Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and founder of a Chartered Accountant Firm N Naresh and Co, Chennai, Tamil Nadu, India. Mr. Elumalai is also a veteran tax professional with over 25 years of professional services experience. During this time, he has handled a wide range of assignments across direct tax, indirect tax matters as well as cross border transactions and has developed strong relationships with senior client stakeholders. He has extensively worked with large domestic companies and multinational entities in setting up or rationalizing business models and nationwide distribution structures. This includes cross border trade flows and setting up operations in India.
Mr. Elumalai will also be one of two Independent Directors who will officiate the Company’s Audit Committee alongside current Company CFO & Chairman, Ramasamy Balasubramanian.
“This is an important day for Power Americas Resource Group and its shareholders,” stated Mark Croskery, Chief Executive Officer, Power Americas Resource Group. “The appointment of an independent member to our board of directors makes clear our intentions to be both transparent and accountable to the investing public. Equally important, in my view, is that we are now able to tap into the wealth of experience and relationships of each board member.”
“To that end, Mr. Elumalai’s vast expertise and highly specialized skill-set is most welcomed to our leadership group,” Crosckery added. “And obviously, the establishment of an audit committee is an integral component to uplisting the Company, hopefully sooner rather than later.”
“I am very pleased to join the team at Power Americas Resource Group,” stated Mr. Kumar Elumalai. “It is clear to me that they are stewarding a significant opportunity in a rapidly growing category. It is my goal to help with guidance as it pertains to my experience and to opening any new doors I can through colleagues and past partnerships.
ABOUT US:
Power Americas Resource Group Ltd. (PARG) is the owner of various proprietary assets and intellectual property collectively known as “Twin Infra”. Twin Infra is a complete IT -- SaaS solution for the Construction/Infrastructure industry based on the concept of “Digital Twin”. A Digital Twin is a virtual representation of an object or system that spans its lifecycle from concept to retirement. It is manifested as an Analytical/Digital or 3D Model and is updated from real time-data captured by people or Systems, that is fed by people, systems, equipment, or sensors to help in streamlining, decision making and optimization of the construction, management, or maintenance processes. The Twin Infra module is an integrated SaaS based cloud platform to manage data models, people, process, and assets throughout the lifecycle of a construction project. The Twin Infra module has project management, process management, design data management and predictive analytic features to anticipate and forecast in all the stages of Construction/Infra from Design to Handover and maintenance. It works on public, private, and virtual cloud infrastructure and uses Artificial Intelligence for operational insights and efficiency.
SAFE HARBOR FORWARD LOOKING STATEMENTS:
This press release may contain forward looking statements that are based on current expectations, forecasts, and assumptions that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues related to our financial performance, expected revenue, contracts, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC) and on the OTC Disclosure & News Service (OTCDNS). Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in our filings with the SEC and/or OTCDNS. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including but not limited to the risk that we will not be able to find and secure construction contracts and the necessary assets that will enable us to become profitable. Reference is hereby made to cautionary statements set forth in the Company’s most recent SEC and/or OTCDNS filings. We have incurred and will continue to incur significant expenses in our development stage, noting that there is no assurance that we will generate enough revenues to offset those costs in both the near and long term. New lines of business in the construction industry may expose us to additional legal and regulatory costs and unknown exposure(s), the impact of which cannot be predicted at this time.
Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes generally indicate forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, because of new information, future events or otherwise.
Company Contact Information:
Principal Executive Offices:
3350 SW 148th Avenue
Suite 203
Miramar, FL 33027
(888) 507-4751
www.poweramericas.net
info@poweramericas.net
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