Blackwell 3D Construction Corp 8-K, filed Feb 17, 2023
Blackwell 3D Construction Corp. (BDCC)
About this 8-K
Blackwell 3D Construction Corp filed this 8-K on February 17, 2023, reporting on events of February 7, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 17, 2023 (
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Tel.: + 1 (
(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:
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| Trading Symbol(s) |
| Name of each exchange on which registered |
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| PARG |
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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 7, 2023, the Board of Directors (the “Board”) of Power Americas Resource Group Ltd. (the “Company”) elected Mr. Prabhu Rajendiran as an independent director, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Additionally, Mr. Rajendiran has been appointed to serve as a member of the Corporation’s Audit Committee to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed.
Mr. Prabhu Rajendiran is a Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and Associate Member of the Institute of Cost Accountants of India (ICMAI) and founder of a Chartered Accountant Firm S Janarthanam and Co, located in Chennai, Tamil Nadu, India. He is an established tax professional with over 12 years of service experience. During this time, he has handled a wide range of assignments across direct tax, indirect tax matters and has developed strong relationships with senior client stakeholders. Mr. Rajendiran has worked extensively with large domestic companies and multinational entities in setting up or rationalizing business models and nationwide distribution structures. His specific areas of expertise are Direct tax, Indirect tax and Companies Act with special focus on handling Income Tax Assessments, GST Assessments, Companies Act related matters and analyzing risk in various industries via Manufacturing, Media, Hotel, Education, Automobile and Service Industries.
The board of directors of the Company has affirmatively determined that Mr. Rajendiran 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.
Other than the foregoing, Mr. Rajendiran 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. Rajendiran’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 8.01. Other Events.
Establishment of Audit Committee and Adoption of Audit Committee Charter.
On February 7, 2023, the Board established an audit committee (the “Audit Committee”) and approved and adopted a charter (the “Audit Committee Charter”) to govern the Audit Committee, copy of which is attached hereto as Exhibit 99.2. The general purpose of the Audit Committee, as set forth in the Audit Committee Charted is to: (i) oversee the accounting and financial reporting processes of Corporation’s, oversee the Corporation’s systems of internal controls over financial reporting, and facilitate independent external audits of the Company’s consolidated financial statements; (ii) oversee the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence; and, (ii) provide oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases.
Additionally, the board of directors appointed the following persons as the initial members of the Corporation’s Audit Committee:
| 1. | Mr. Ramasamy Balasubramanian, the Corporation’s current Chief Financial Officer |
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| 2. | Mr. Kumar Elumalai, an independent member of the Corporation’s Board of Directors |
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| 3. | Mr. Prabhu Rajendiran is, an independent member of the Corporation’s Board of Directors |
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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| 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 17, 2023 | /s/ Mark Croskery | ||
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| By: Mark Croskery | |
| Its: Chief Executive Officer | |||
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EXHIBIT 99.1
Power Americas Resource Group Adds Prabhu Rajendiran as an Independent Board Company Continues to Enhance Transparency and Grow Leadership Infrastructure
MIRAMAR, FL, Feb. 08, 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 added Mr. Prabhu Rajendiran as an Independent Board Member.
Mr. Rajendiran joins Mr. Kumar Elumalai whose appointment as an Independent Board Member was announced last week.
Mr. Rajendiran is a Practicing Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and Associate Member of the Institute of Cost Accountants of India (ICMAI) and founder of a Chartered Accountant Firm S Janarthanam and Co, Chennai, Tamil Nadu, India. He is an established tax professional with over 12 years of service experience. During this time, he has handled a wide range of assignments across direct tax, indirect tax matters and has developed strong relationships with senior client stakeholders. Mr. Rajendiran has worked extensively with large domestic companies and multinational entities in setting up or rationalizing business models and nationwide distribution structures. His specific areas of expertise are Direct tax, Indirect tax and Companies Act with special focus on handling Income Tax Assessments, GST Assessments, Companies Act related matters and analyzing risk in various industries via Manufacturing, Media, Hotel, Education, Automobile and Service Industries.
“We are most pleased to simultaneously increase our intellectual capital at Power Americas and our transparency,” stated Mark Croskery, Chief Executive Officer, Power Americas Resource Group. “Prabhu Rajendiran has accomplished so much in his career already and we want Power Americas to be a part of his continued ascent. Prabhu brings a perspective and enthusiasm that we expect to be catalytic to success while maintaining the experience and accountability bonafides inherent in a good board member.”
“I certainly appreciate the opportunity to serve on the board of this Company and to lend my hand to the execution of the business plan and to the responsible stewardship of the vast opportunity I see for Power Americas Resource Group,” stated Mr. Rajendiran. “Digital Twin is both the present and the future and this Company has a real chance to be a significant participant in a massive market.”
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:
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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
Investor Relations & Financial Media
Integrity Media Inc.
team@integritymedia.com
Toll Free: (888) 216-3595
www.IntegrityMedia.com
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EXHIBIT 99.2
POWER AMERICAS RESOURCE GROUP LTD.
AUDIT COMMITTEE CHARTER
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PURPOSE
The purpose of the Audit Committee is to:
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| · | oversee the accounting and financial reporting processes of Power Americas Resource Group Ltd. (the “Company”), systems of internal controls over financial reporting of the Company, and independent external audits of the Company’s consolidated financial statements; |
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| · | oversee the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence; and |
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| · | provide oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases. |
In carrying out the Audit Committee’s functions, the Audit Committee must maintain free and open communication with the Company’s independent auditors and the Company’s management.
APPOINTMENT AND MEMBERSHIP REQUIREMENTS
During such time as the common stock of the Company is quoted on The OTC Markets, the Audit Committee shall be made up of not less than two (2) members of the Board of Directors. During such time as the common stock of the Company is listed on a national stock exchange such as the Nasdaq Stock Market (“Nasdaq”), the Audit Committee shall be made up of at least three (3) members of the Board of Directors. If applicable, each member of the Committee shall be an “independent director” (as such term is defined from time to time under the requirements or guidelines for audit committee service under applicable securities laws and the rules of Nasdaq and none of the members shall have participated in the preparation of the financial statements of the Company or any current subsidiaries of the Company at any time over the past three years).
The Audit Committee members are appointed by the Board of Directors. The Board of Directors decides the Audit Committee’s exact number of members and can at any time remove or replace a Committee member. The Board of Directors will also make all determinations regarding satisfaction of the membership requirements described below. The Audit Committee will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission (the “SEC”) and Nasdaq rules.
At least one member of the Audit Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background, which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.
Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s consolidated balance sheets, income statements and cash flow statements.
RESPONSIBILITIES
The Audit Committee’s main responsibility is to oversee the Company’s financial reporting process (including the Company’s systems of internal controls over financial reporting). The Audit Committee believes that the Company’s policies and procedures should remain flexible in order to best react to changing conditions and circumstances. The following list includes the Audit Committee’s main recurring processes in carrying out its responsibilities. This list is intended as a guide, with the understanding that the Audit Committee can supplement it as appropriate, consistent with the requirements of the SEC and Nasdaq rules.
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| 1. | Hiring and Selection of Auditors. The Audit Committee will directly appoint, retain, and review and approve the compensation of the Company’s independent auditors. The independent auditors will report directly to, and be responsible to, the Audit Committee. |
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| 2. | Approval of Audit and Non-Audit Services. The Audit Committee is responsible for overseeing services provided by the independent auditors, including establishing a policy to decide what services will be performed and the approval requirements for these services. |
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| 3. | Auditor Independence. The Audit Committee is responsible for making sure it reviews at least annually a formal written statement explaining all relationships between the outside auditors and the Company and its subsidiaries, consistent with the applicable requirements of auditing regulatory and professional bodies regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee will maintain an active dialogue with the independent auditors, covering any disclosed relationships or services that may impact their objectivity and independence. The Audit Committee will review all proposed hires by the Company, or its subsidiaries of management level or higher individuals formerly employed by the independent auditors who provided services to the Company. The Audit Committee will take or recommend to the Board of Directors that it take appropriate actions to oversee the independence of the Company’s independent auditors. |
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| 4. | Oversight of Auditors; Audit Plan. The Audit Committee will be responsible for the Company’s relationship with its independent auditors. The Audit Committee will discuss with the independent auditors the overall scope and plans for their audits and other financial reviews. The Audit Committee will oversee the rotation of the audit partners of the Company’s independent auditors as required by the Sarbanes-Oxley Act and the rules of the SEC. The Audit Committee will be responsible for reviewing and resolving any disagreements between the Company’s management and the independent auditors regarding financial controls or financial reporting. |
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| 5. | Internal Controls; Risk Assessment. The Audit Committee will discuss with management and the independent auditors the design, implementation, adequacy, and effectiveness of the Company’s internal controls. The Audit Committee will also meet separately with the independent auditors, with and without management present, to discuss the results of their audits. The Audit Committee will provide oversight over the system of internal controls over financial reporting, relying upon managements and the independent auditors’ representations and assessments of, and recommendations regarding, these controls. The Audit Committee will review any required disclosures regarding the Company’s internal controls over financial reporting. |
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| 6. | Quarterly and Annual Financial Statements. The Audit Committee will review and discuss with management the annual audited financial statements and quarterly financial statements and the notes and Managements’ Discussion and Analysis accompanying such financial statements and any other disclosure documents or regulatory filings of the Company containing or accompanying financial information of the Company. The Audit Committee will be responsible for making a recommendation to the Board of Directors that the Company’s annual audited financial statements should be included in the Company’s Annual Report. |
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| 7. | Proxy Report. The Audit Committee will prepare any report required to be prepared by it for inclusion in any proxy statement of the Company under SEC rules and regulations. |
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| 8. | Earnings Announcements. Prior to their distribution, the Audit Committee will review and discuss with management the Company’s quarterly earnings announcements and other public announcements regarding the Company’s results of operations. |
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| 9. | Critical Accounting Policies. The Audit Committee will obtain, review, and discuss reports from the independent auditors about: |
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| · | all critical accounting policies and practices which the Company will use, and the qualities of those policies and practices; |
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| · | all alternative treatments of financial information within generally accepted accounting principles that the auditors have discussed with management officials of the Company, ramifications of the use of these alternative disclosures and treatments, the treatment preferred by the independent auditors and the reasons for favoring that treatment; and |
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| · | other material written communications between the independent auditors and Company management, such as any management letter or schedule of unadjusted differences. |
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The Audit Committee will also discuss with the independent auditors and then disclose those matters whose disclosure is required by applicable auditing regulatory and professional bodies, including any difficulties the independent auditors encountered in the course of the audit work, any restrictions on the scope of the independent auditors’ activities or on their access to requested information, and any significant disagreements with management.
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| 10. | CEO and CFO Certifications. The Audit Committee will review the CEO and CFO disclosure and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act. |
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| 11. | Transactions with Related Persons. The Audit Committee will review and approve all transactions with related persons, as described in Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended. |
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| 12. | Anonymous Complaint Handling Process. The Audit Committee will have responsibility for establishment and oversight of processes and procedures for (a) the receipt, retention, and treatment of complaints about accounting, internal accounting controls or audit matters and (b) confidential and anonymous submissions by employees concerning questionable accounting, auditing, and internal control matters. All such relevant complaints and submissions must be reported to the Audit Committee. |
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| 13. | Ability to Investigate; Retention of Advisors; Funding. The Audit Committee has the power to investigate any matter brought to its attention, with full access to all the Company books, records, facilities, and employees. The Audit Committee also has the power to retain independent counsel or other experts and advisors. The Audit Committee will have funding sufficient to compensate its counsel, experts, and advisors at the Company’s expense. The Company shall provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor and to any advisors that the Audit Committee chooses to engage. The Company shall also pay for any ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. |
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| 14. | Annual Evaluation. The Audit Committee will review annually its own performance against responsibilities outlined in this charter and as otherwise established by the Board of Directors. |
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| 15. | Review of Charter. The Audit Committee will review and reassess the adequacy of this charter at least once a year. |
It is not the Audit Committee’s responsibility to prepare and certify the Company’s financial statements, to guarantee the independent auditors’ report, or to guarantee other disclosures by the Company. These are the fundamental responsibilities of management and the independent auditors. The Audit Committee members are not full-time Company employees and do not perform the functions of auditors and accountants.
RESTRICTIONS ON INDEPENDENT AUDITOR SERVICES
The Company’s independent auditors cannot perform any of the following services for the Company:
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| · | bookkeeping or other services related to the Company’s accounting records or financial statements; |
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| · | financial information systems design and implementation; |
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| · | appraisal or valuation services, fairness opinions or contribution-in-kind reports; |
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| · | actuarial services; |
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| · | hosting services related to the Company’s accounting records; |
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| · | internal audit outsourcing services; |
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| · | management or human resources functions; |
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| · | broker/dealer, investment adviser or investment banking services; |
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| · | legal services and expert services unrelated to the audit; and |
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| · | any other service that the Public Company Accounting Oversight Board determines, by regulation, would impair the independence of the Company’s independent auditors. |
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COMPENSATION
The Board of Directors determines the amount of any fees, if any, that Audit Committee members receive for their services. These fees can include retainers or per meeting fees. Audit Committee members cannot receive any compensation from the Company except the fees they receive for their services as members of the Board of Directors or any committee of the Board of Directors, and except for reimbursement of their reasonable expenses.
MEETINGS AND MINUTES
The Audit Committee will meet at least four times each year and will keep minutes of each meeting. The Audit Committee decides when and where it will meet, including virtual meetings, and must deliver a copy of this schedule in advance to the Board of Directors.
Unless the Board of Directors or this Charter provides otherwise, the Audit Committee can make, alter, or repeal rules for the conduct of its business. In the absence of these rules, the Audit Committee will conduct its business in the same way the Board of Directors conducts its business.
DELEGATION OF AUTHORITY
The Audit Committee can delegate to one or more members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full Audit Committee at its next scheduled meetings.
The Audit Committee can delegate to one or more members of the Audit Committee the authority to pre-approve related party transactions, as long as this pre-approval is presented to the full Audit Committee at its next scheduled meetings.
The Audit Committee cannot delegate its responsibilities to non-committee members.
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