PART II — OFFERING CIRCULAR

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an Offering Circular which is not designated as a Preliminary Offering Circular is delivered and the Offering Circular filed with the Commission becomes qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Circular in which such Final Offering Circular was filed may be obtained.

Preliminary Offering Circular

Subject to Completion, Dated April ___, 2024

Blackwell 3D Construction Corp.,

a Nevada Corporation 

Up to $500,000 of Common Stock

Blackwell 3D Construction Corp., a Nevada corporation (the “Company” or “BDCC”) is offering investors (the “Offering”) the opportunity to purchase BDCC common shares (the “Shares”). The Shares will be sold at a price of $0.01 per Share (the “Maximum Amount”). This Offering is being conducted pursuant to Tier 1 of Regulation A. The Shares are highly speculative securities, see “Risk Factors” beginning on page 11.

		Number of Shares				Price to Public (1)				Underwriting discount and commissions (2)				Proceeds to issuer (3)				Proceeds to other persons
Per Share			1			$	0.01			$	0.00			$	0.01			$	0.00
Total Minimum			100,000			$	1,000.00			$	0.00			$	1,000.00			$	0.00
Total Maximum			50,000,000			$	500,000.00			$	0.00			$	500,000.00			$	0.00

	(1)	Please refer to the section entitled “Securities Being Offered” on page 44 for a “Description of the Shares”.
	(2)	The Shares will be offered and sold by our officers and directors who will not receive any direct compensation in connection therewith. However, we reserve the right to engage broker-dealers registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and who are FINRA members to participate in the offer and sale of the Shares and to pay to such persons, if any, cash commissions of up to seven percent (7%) of the gross proceeds from the sales of Shares placed by such persons. The Company will decide within sixty (60) days of the date this Offering Circular is “Qualified” as to whether it will secure an agent and issue Agent Shares. Please refer to the section entitled “Plan of Distribution” on page 37 for additional information.
	(3)	We estimate that our total Offering expenses, including commissions, will be approximately $60,000 if the Maximum Amount of $500,000.00 is raised. See “Plan of Distribution.”

The Offering will be made on “best-efforts” continuous basis as provided by Rule 251(d)(3)(i)(F) basis through a Tier 1 offering pursuant to Regulation A (“Regulation A”). We expect to commence the sale of the Shares within two days of the date on which the Offering Statement of which this Offering Circular is a part (the “Offering Circular”) is qualified (the “Qualification Date”) by the United States Securities and Exchange Commission (the “SEC”).

This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us in our sole discretion (collectively, the “Termination Date”). The minimum investment amount from an investor is $1,000.00; however, we expressly reserve the right to waive this minimum at the sole discretion of our management. We will hold closings at any time at the Company’s discretion upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Amount, then we may hold one or more additional closings for additional sales of Shares, until the earlier of (i) the sale of the Maximum Amount or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.

Subscriptions for Shares are irrevocable, and the purchase price is non-refundable, unless the Company rejects a subscription, as expressly stated in this Offering Circular. All proceeds received by us from subscribers in this Offering will be available for use by us upon our acceptance of subscriptions for the Shares. We expect to commence the sale of Shares of our Common Stock in March 2024, or shortly thereafter.

The Company currently has two (2) classes of voting stock, Common Stock and Series A Preferred Stock, this Offering relates to the sale of shares of our Common Stock, which carry one vote per share of Common Stock, in contrast our Series A Preferred Stock carries 100 votes per share of Series A Preferred Stock. Accordingly, holders of the Series A Preferred Stock will, for the foreseeable future, have voting control over such matters requiring approval by shareholders, including, but not limited to, the election of directors and the approval of mergers or other business combination transactions. Additionally, and to this end, our CEO and a Director, Mohammed Saif Zaveri, prior to this offering controls the majority of the total voting power of the Company (96.78%), and following the conclusion of this Offering, assuming 100% of the shares offered hereby are sold, will continue to control the majority of the total voting power of the Company (89.49%), therefore he alone significantly influences all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combination transactions. For a complete description of the ownership by Management of the issued and outstanding shares of both our Common and Preferred Stock, please see the “Securities Ownership” section of this Offering Circular.

Class of Stock (Par Value)

Voting

Conversion

Dividends

Total Authorized

Issued and Outstanding Pre-Offering

Issued and Outstanding Post-Offering

Common Stock ($0.00001)

1-for-1

N/A

None

500,000,00

37,197,373

87,197,373

(1)

Series A Preferred ($0.00001)

100-for-1

20-to-1 (each share converts into 20 shares of Common Stock)

None

10,000,000

(2)

5,350,000

5,350,000

	(1)	This assumes 100% of the shares offered by the Offering are sold.
	(2)	The Company is authorized to designate up to 100,000,000 shares of preferred stock, of which as of the date of this Offering, 10,000,000 have been designated as Series A Preferred Stock.

For a complete description of both the Common Stock and Series A Preferred Stock, please see the “Description of Shares” section of this Offering Circular.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, the Company encourages you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, the Company encourages you to refer to www.investor.gov.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

701 South Carson Street, Suite 200

Carson City, NV 89701

Tel: +1-702-718-0807

Email: info@blackwell3d.com

www.blackwell3d.com

2

FREQUENTLY ASKED QUESTIONS

Blackwell 3D Construction Corp., a Nevada corporation (the “Company” or “BDCC”), hereby offers up to $500,000 of Company common shares (“Shares”) in this offering of Shares (the “Offering”). The Company has been formed pursuant to the laws of the state of Nevada, for the purposes of providing proprietary innovative 3D house printing technology assets aimed at revolutionizing the construction industry, such services as described in further detail in this Memorandum, below:

How much money will you be raising?

We will raise a maximum of $500,000.00.

To whom will you offer the Shares?

The general public.

How will the invested funds be used?

The net proceeds received pursuant to the Offering will be used for our operations relating to printing fully functional and livable residential housing and small-scale apartment buildings in the United States and Southeast Asia. Please see the Use of Proceeds section of this Offering Circular.

Will I receive dividends?

The Company has never issued dividends and there is no plan to issue dividends in the near term. However, as a holder of the Company’s common stock you will be entitled to receive any dividends that the Board of Directors declared payable to common stock holders.

Who is the Board of Directors?

The Board of Directors is composed of Senthil Kumaran Srinivasan (Independent Director), Murali Krishna Velupillai (Independent Director), Mitesh Ashok (Director, Chief Financial Officer, Treasurer, Secretary, and Chief Technology Officer), and Mohammed Saif Zaveri (Chief Executive Officer, President, and Chairman of the Board of Directors).

What kind of control will the Board of Directors have over the Company and decision making?

The Board of Directors will have control over significant business decisions/transactions. Pursuant NRS 78.335 of the Nevada Revised Statutes, any director may be removed as a director only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.

Does the Company own any assets?

The Company owns intellectual property related to 3D house printing technology.

Are the Shares offer hereunder subject to any holding period?

The Shares being offered pursuant to this Offering Circular have not been registered pursuant to the 1933 Act or under the securities laws of any state (“blue sky” laws). They are being offered pursuant to an exemption from registration under the 1933 Act in reliance upon intended compliance with the provisions of Section 3(b)(2) of the 1933 Act and Regulation A thereunder. The Shares which we shall issue will not be restricted and can be freely traded, but only after qualification by the S.E.C. Accordingly, the Shares may not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, unless the Shares are qualified or unless an exemption from registration applies. Although the Shares will not be qualified in various states, we shall comply with the registration or other qualification requirements concerning the offering of securities in each state in which the Shares will be offered.

3

TABLE OF CONTENTS

Offering Circular Summary		5
Summary of the Offering		6
Definitions		9
Risk Factors		11
Use of Proceeds		21
Determination of Offering Price		22
Corporate History		22
Description of the Company		25
Legal Proceedings		34
Dilution		34
Management Discussion and Analysis		34
Plan of Distribution		37
Management		38
Securities Ownership		39
Executive Compensation		41
Conflicts of Interest		41
Description of Shares		47
Financial Statements		F-1
Exhibits		52
Signatures		53

4

Table of Contents

FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular constitute forward-looking statements. These statements relate to future events or our future financial performance, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “proposed,” “yet,” “assuming,” “may,” “should,” “expect,” “intend,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “will,” and similar words or phrases or the negative or other variations thereof or comparable terminology. All forward-looking statements are predictions or projections and involve known and unknown risks, estimates, assumptions, uncertainties, and other factors that may cause our actual transactions, results, performance, achievements, and outcomes to differ adversely from those expressed or implied by such forward-looking statements.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors that you should consider in evaluating the Company’s forward-looking statements. These factors include, among other things:

	·	Our ability to implement our proposed business plan;
	·	National, international, and local economic and business conditions that could affect our business;
	·	Markets for our Shares;
	·	Our cash flows or lack thereof;
	·	Our operating performance;
	·	Our financing activities;
	·	Industry developments affecting our business, financial condition, and results of operations;
	·	Our ability to compete effectively; and
	·	Governmental approvals, actions and initiatives and changes in laws and regulations or the interpretation thereof, including without limitation tax laws, regulations and interpretations by the SEC, States, and self-regulatory organizations, including without limitation, FINRA.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future plans, transactions, results, performance, achievements, or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements in order to update its forward-looking statements beyond the date of this Offering Circular.

Please read this offering circular carefully. It describes our business, our financial condition, and results of operations. We have prepared this offering circular so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this offering circular. We have not authorized any other person to provide you with different information. This offering circular is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this offering circular is complete and accurate as of the date on the front cover, but the information may have changed since that date.

OFFERING CIRCULAR SUMMARY

This summary provides an overview of selected information contained elsewhere in this offering circular. It does not contain all the information you should consider before making a decision to purchase the Shares we are offering. You should very carefully and thoroughly read the more detailed information in this offering circular and review our financial statements contained herein.

The Company’s operations are subject to all the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of any business. Our lack of a significant and relevant operating history makes it difficult to predict future operating results.

5

Table of Contents

OVERVIEW

Blackwell 3D Construction owns certain innovative 3D house printing technology (the “Technology”) assets aimed at revolutionizing the construction industry. Our goal is to specialize in printing fully functional and livable residential housing and small-scale apartment buildings in a fraction of the time and cost compared to traditional construction methods. Initially, our focus will be on launching in the United States and in Southeast Asia. Our 3D house printing process involves using a large-scale printer and a specialized concrete mixture to create the structural components of the house. The printing process is highly automated, allowing us to create intricate designs and details with precision. Blackwell’s unique approach to construction has several advantages.

	1.	Our 3D printed houses are much faster to build than traditional houses, taking only a few weeks to complete;
	2.	Our process is much more environmentally friendly, producing less waste and using less energy; and,
	3.	Our construction costs are significantly lower, allowing us to offer affordable housing solutions.

We 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.

We expect to use the proceeds of this offering for general development, working capital, and marketing as well as general and administrative expenses. We expect to commence Shares sales in March of 2024 and hope to increase sales in the coming months. See “Use of Proceeds” at page 32.

Our business headquarters are located at Blackwell 3D Construction Corp., 701 South Carson Street, Suite 200, Carson City, NV 89701, Email: info@blackwell3d.com, Tel: +1-702-718-0807, our website can be found at www.blackwell3d.com.

Our securities counsel is Jonathan D. Leinwand, P.A., 18305 Biscayne Blvd, Suite 200, Aventura, FL 33180. Their phone number is +1.954.903.7856.

SUMMARY OF THE OFFERING

Issuer	Blackwell 3D Construction Corp., a Nevada corporation.
Securities Offered	50,000,000 Common Shares.
Offering Amount	We are offering a maximum of $500,000 of Shares (the “Maximum Amount”).
Offering Price	$0.01 per Share. The minimum amount that must be purchased by each investor is 100,000 Shares or a minimum investment of $1,000.00.
Commencement of the Offering	We expect to commence the sale of the Shares within two days following the Qualification Date.
Number of shares outstanding before the Offering	37,197,373 shares as of the date hereof.
Number of shares outstanding after the Offering	87,197,373 Shares will be issued and outstanding after the offering of the Shares if all the Shares in this offering being offered are sold.
Minimum number of Shares to be sold in this Offering	There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.

6

Table of Contents

Use of Proceeds	The Company intends to use the proceeds of this offering for working capital, marketing, and general and administrative purposes. See ‘Use of Proceeds’ section for details at page 12.
Termination of the Offering	This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us, in our sole discretion.
Closings	The Shares will be issued in one or more closings (the “Closings”). After the Initial Closing, the Offering will continue on a continuous basis, and we may have one or more additional Closings until the earlier of the Date or the receipt and acceptance of subscription funds equal to the Maximum Amount.
Plan of Distribution	The Offering is being conducted by our Board of Directors on a “best efforts basis as to the Minimum Amount and a “best efforts” basis thereafter up to the Maximum Amount.   Our Board of Directors will not receive any direct compensation for sales of our Shares. However, we reserve the right to engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Shares and to pay to such Selling Agents, if any, cash commissions of up to 7% of the gross proceeds from the sales of Shares placed by such Selling Agents and agent warrants (“Agent Shares”). Our Board of Directors, officers, employees, and affiliates (as defined in the Securities Act) may, but have no obligation to, solicit or purchase Shares in the Offering and all such Shares so sold or purchased shall be counted toward the Maximum Amount.   We reserve the right to reject a subscription to purchase Shares, in whole or in part in our sole discretion. If a subscription is so rejected, in whole or in part, we will promptly return the funds submitted with such rejected subscription, or the rejected portion thereof, to the investor without interest thereon or deduction therefrom.
How to Subscribe	To subscribe for Shares, complete and execute the Subscription Agreement accompanying this Offering Circular and deliver it to us before the Termination Date, together with full payment for all Shares subscribed in accordance with the instructions provided in the Subscription Agreement. Once you subscribe, subject to acceptance by us, your subscription is irrevocable. We have the right, at any time prior to the issuance of the Shares, to reject subscriptions in our sole discretion.
Risk Factors	Investing in the Shares involves a high degree of risk. See “Risk Factors, beginning on page 11. You should read the Risk Factors section of, and all the other information set forth in, this Offering Circular to consider carefully before deciding to purchase any Shares in this offering.

You should rely only upon the information contained in this Offering Circular. The Company has not authorized anyone to provide you with information, including projections of performance, different from that which is contained in this offering circular. The Company is offering to sell the Shares and seeking offers only in jurisdictions where offers and sales are permitted. The information contained here is accurate only as of the date of this offering circular, regardless of the time of delivery of this offering circular or of any sale of the Shares.

7

Table of Contents

There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular. Upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

In order to subscribe to purchase the Shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer, or ACH.

The Company has not currently engaged any party for the public relations or promotion of this offering.

Company Website, the information contained on our website is not incorporated by reference into this Offering Circular, and you should not consider information contained on our website to be part of this Offering Circular.

The Company currently has two (2) classes of voting stock, Common Stock and Series A Preferred Stock, this Offering relates to the sale of shares of our Common Stock, which carry one vote per share of Common Stock, in contrast our Series A Preferred Stock carries 100 votes per share of Series A Preferred Stock. Accordingly, holders of the Series A Preferred Stock will, for the foreseeable future, have voting control over such matters requiring approval by shareholders, including, but not limited to, the election of directors and the approval of mergers or other business combination transactions. Additionally, and to this end, our CEO and a Director, Mohammed Saif Zaveri, prior to this offering controls the majority of the total voting power of the Company (96.78%), and following the conclusion of this Offering, assuming 100% of the shares offered hereby are sold, will continue to control the majority of the total voting power of the Company (89.49%), therefore he alone significantly influences all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combination transactions. For a complete description of the ownership by Management of the issued and outstanding shares of both our Common and Preferred Stock, please see the “Securities Ownership” section of this Offering Circular.

Class of Stock (Par Value)

Voting

Conversion

Dividends

Total Authorized

Issued and Outstanding Pre-Offering

Issued and Outstanding Post-Offering

Common Stock ($0.00001)

1-for-1

N/A

None

500,000,00

37,197,373

87,197,373

(1)

Series A Preferred ($0.00001)

100-for-1

20-to-1 (each share converts into 20 shares of Common Stock)

None

10,000,000

(2)

5,350,000

5,350,000

	(3)	This assumes 100% of the shares offered by the Offering are sold.
	(4)	The Company is authorized to designate up to 100,000,000 shares of preferred stock, of which as of the date of this Offering, 10,000,000 have been designated as Series A Preferred Stock.

For a complete description of both the Common Stock and Series A Preferred Stock, please see the “Description of Shares” section of this Offering Circular.

CONTINUOUS OFFERING

Under Rule 251(d)(3) to Regulation A, the following types of continuous or delayed offerings are permitted, among others: (1) securities offered or sold by or on behalf of a person other than the issuer or its subsidiary or a person of which the issuer is a subsidiary; (2) securities issued upon conversion of other outstanding securities; or (3) securities that are part of an offering which commences within two calendar days after the qualification date. These may be offered on a continuous basis and may continue to be offered for a period in excess of 30 days from the date of initial qualification. They may be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within two years from the initial qualification date. No securities will be offered or sold “at the market.” The supplement will not, in the aggregate, represent any change from the maximum aggregate offering price calculable using the information in the qualified offering statement. This information will be filed no later than two business days following the earlier of the date of determination of such pricing information or the date of first use of the offering circular after qualification.

8

Table of Contents

Subscriptions are irrevocable, and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

DEFINITIONS

Defined terms are capitalized herein. The singular form of any term defined below shall include the plural form and the plural form shall include the singular form. Whenever they appear capitalized in this Offering Circular, the following terms (which may or may not be capitalized in this Glossary) shall have the meanings set forth below unless the context clearly requires a different interpretation:

Affiliate or Affiliated shall mean any Person controlling or controlled by or under common control with the Board of Directors or a member of the Board of Directors wherein the Board of Directors (or a member of the Board of Directors) retains greater than fifty percent (50%) control of the Affiliate if an entity.

Articles of Incorporation shall mean the Articles of Incorporation, as amended, and Bylaws of the Company filed with the State of Nevada pursuant to the formation of the Company, and any amendments thereto or restatements thereof.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

Company shall refer to Blackwell 3D Construction Corp., a Nevada corporation.

Fiscal Year shall mean the Company’s fiscal year, with a Fiscal Year End as of May 31.

Interest, when capitalized, or Share shall mean a Shareholder’s rights in the Company, collectively, including the Shareholder’s Economic Interest, plus any additional right to vote or participate in management, and any right to information concerning the business and affairs of the Company described in the Articles of Incorporation and Bylaws of the Company.

Investor shall mean a prospective Shareholder of the Company who is contemplating the purchase of Shares, prior to admission as a Shareholder.

Majority of Shares shall mean Shareholders holding more than fifty percent (50%) of the Shares.

Maximum Dollar Amount shall be Five Hundred Thousand Dollars ($500,000) and is the maximum amount that will be accepted from Shareholders pursuant to this Offering.

Minimum Dollar Amount there is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.

Minimum Investment Amount shall mean the minimum investment required of an Investor (other than the Board of Directors or its members,) for admission to the Offering. For purposes of this Offering, the Minimum Investment Amount is One Thousand Dollars ($1,000.00).

Non-U.S. Person shall mean a Person who is not a U.S. Citizen, not a legal U.S. Resident, or not living in the United States.

Offering shall mean the offer for sale of Shares in the Company in exchange for a Percentage Interest in the Company, pursuant to this Offering Circular.

9

Table of Contents

Offering Period shall mean the amount of time, or any extension or reinstatement thereof, specified by the Board of Directors during which a Person may invest in Shares in the Company and thereby become a Shareholder. The Board of Directors retains the right to terminate the Offering Period at any time.

Organization Expenses shall mean legal, accounting, and other expenses incurred in connection with the formation of the Company.

Percentage Interest shall be the percentage interests of the Shareholders as determined in accordance with the Articles of Incorporation and Bylaws of the Company.

Person means an individual, Company, limited Company, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

Profits shall mean, for each Fiscal Year, the income and gains of the Company determined in accordance with accounting principles consistently applied from year to year under the cash method of accounting and as reported, separately or in the aggregate as appropriate, on the Company’s information tax return filed for Federal income tax purposes.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

10

Table of Contents

RISK FACTORS

Please consider the following risk factors and other information in this offering circular relating to our business and prospects before deciding to invest in our Shares. This offering and any investment in our Shares involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this offering circular before deciding whether to purchase our Shares. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed, and you may lose all or part of your investment. The Company should be viewed as a high-risk investment and speculative in nature. An investment in our Shares may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our Shares.

Financial Projections. Any financial projections are based upon what the Company believes to be reasonable assumptions concerning certain factors affecting probable future operations of the Company. Despite these future projections, no assurances can be made that these projections will prove to be accurate, and potential investors are cautioned against placing excessive reliance on such projections in deciding whether to invest in the Company.  Market conditions and capital costs are very volatile and may cause the Company to seek additional capital or alternative forms of capital. In turn, this could result in a dilution of an Investor’s ownership interest in the Company.

Arbitrary Offering Price. The offering price of $0.01 per Share has been arbitrarily set by the Company and is not based upon earnings, operating history, assets, book value, or any other recognized criteria of value. No independent opinion has been obtained in the determination of the offering price.

RISKS RELATED TO OUR BUSINESS

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

Since the Company has been conducting research and development regarding the Company’s Technology and has not generated significant revenue as of the date of this Offering, the Company may not be able to succeed as a business without additional financing. The Company has incurred losses from operations and has had negative cash flows 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, the Company’s ability to continue is a going concern for the next twelve months and is dependent upon the Company’s ability to raise the necessary funds from Investors to meet financial obligations.

If the Company is unable to raise the capital requirements identified in this Offering, it is unlikely that it will be able to continue as a going concern. 

The Company’s auditors have issued a “going concern” opinion. The Company’s ability to continue as a “going concern” is dependent on many factors, including, among other things, its ability to raise the necessary capital to fund its operations as identified in this Offering, growth in product production, and improved operating margins. If the Company is unable to achieve these goals, its business would be jeopardized, and the Company may not be able to continue. If the Company ceased operations, it is likely that all of its investors would lose their investment. 

The Company’s Technology may never be commercially accepted.

It is possible that the intended market and customers 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, or some 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 cannot guarantee that any changes to the business model will be in the best interest of the Company and its Shareholders.

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

Potential 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. Although we intend to expand operations and grow, our capital is limited and for the near future, it is likely that we will sustain operating expenses without corresponding revenues. There can be no guarantee that we will be able to successfully develop our operations and services.

11

Table of Contents

Developing new products and technologies entails significant risks and uncertainties, including if the Technology does not meet the Company’s projected performance goals, or if unforeseen development costs are incurred and Our cost estimates are understated.

The Company is currently in the research and development stage and has only manufactured prototypes for the Technology. Delays or cost overruns in the development of the Technology and failure of such to meet anticipated performance estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in manufacturing, changes to design, and regulatory hurdles. Any of these events could materially and adversely affect the performance success of the Technology and the results of operations.

The 3D printing Technology could fail to achieve the sales projections expected.

The growth projections are based on the assumptions that the Company’s 3D printing Technology can be successfully industrialized, manufactured, sold, and supported. The Company assumes that the research, development, and design process will be successful in developing strategic partnerships that will financially support the development of the Technology. It is possible that the Technology will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of the investment.

The Company will rely on third parties to provide services essential to the success of the business. Unavailability of engineers and technicians to support development efforts could cause disruptions in the business.

The Company will rely on third parties to provide a variety of essential business functions, including manufacturing, systems integration specialists, marketing, proposal drafting, distribution, and other partners. Quality and timeliness of parts manufacturers is critical to our ability to build development properties. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that the Company will experience delays, defects, errors, or other problems with their work that will materially impact operations and the Company 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, any investment could be adversely impacted by the Company’s reliance on third parties and their performance.

The Company’s business, including costs and supply chain, is subject to risks associated with sourcing and manufacturing.

In the event of a significant disruption in the supply of the raw materials used in the manufacture of the Company’s products, we might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price.

Local regulation and evaluation challenges may delay the start or completion of the development of the Company’s properties, increase expenses or limit project building and other activities. 

The Company’s projects may be subject to government regulations in the jurisdictions in which they operate. A system of model building codes is adopted by local jurisdictions who have the authority to enforce construction regulations. The International Building Code (“IBC”) is in use or has been adopted in all 50 US states, the District of Columbia, Guam, Northern Marianas Islands, New York City, the U.S. Virgin Islands and Puerto Rico. IBC Section 104.11 allows for the integration of new construction products, systems, and technologies not explicitly described in the code itself, permitting manufacturers to demonstrate that these products are compliant with the intent of the code. There are no provisions for 3D printed construction in the IBC, but acceptance criteria have been and are currently being developed. Any code provisions that severely limit or affect our ability to implement our plan of operations may negatively affect Company revenues.

12

Table of Contents

Government regulation could negatively impact the business.

Due to the potential wide geographic scope of the Company’s operations, the Company could be subject to regulation by political and regulatory entities throughout the world. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s sales could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its products or industry. As the Company is introducing a novel concept and innovative plan to the marketplace, the Company is unaware of any specific government regulation that could negatively affect its business. However, because this industry niche is new and because there is a component of risk of loss to persons and property, the Company believes that there may ultimately be regulation affecting its projects on both a state and federal level. It is impossible to predict what such regulation would encompass, but any regulation would most likely be at least include additional reporting requirements, potential project specifications or requirements and possibly even regulation of additional aspects of the industry.

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.

The 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.

The Company will rely on proprietary rights, including future patent applications, to protect its Technology and enforcing those rights could disrupt its business operation and divert precious resources that could ultimately harm its future prospects. 

The Company relies on now, and will rely on in the future, a combination of trade secrets, provisional and non-provisional patent applications, confidentiality agreements, and procedures to protect its proprietary technologies. The claims contained in any future patent application may not 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 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 same extent as the laws of the U.S. If a dispute arises concerning the intellectual property associated with our Technology, the Company could become involved 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 proceeding resulted in adverse findings, the Company could be subject to significant liabilities 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 and sell its products may also be adversely affected by other unforeseen factors relating to any proceeding or its outcome.

New competitors or alliances may emerge.

New competitors 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.

13

Table of Contents

Our international operations subject us to additional risks that may harm our operating results.

We expect to add personnel in countries outside the United States. Our international operations make us subject to various international laws and regulations, including those relating to antitrust, data protection, and business dealings with both commercial and governmental officials and organizations. Our international operations subject us to a variety of additional risks, including:

	·	the difficulty and cost of managing and staffing international offices and the increased travel, infrastructure, legal, and other compliance costs associated with multiple international locations;
	·	difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets;
	·	tariffs and trade barriers and other regulatory or contractual limitations on our ability to sell or develop our operations in certain foreign markets;
	·	the effects of any political instability on the general willingness of our current and prospective partners to make capital commitments;
	·	unfavorable changes in tax treaties or laws; and
	·	increased exposure to foreign currency exchange rate risk.

As we continue to expand our business globally, 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.

Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.

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 resulted in the past and may result in the future in delayed or cancelled use of our 3D printing Technology and, as a result, lower revenues. In addition, this increase in cost increases the risk to us that we will be 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 weakened U.S. dollar could increase the cost of local operating expenses and procurement of raw materials to the extent we purchase components in foreign currencies.

Changes in financial accounting standards may cause adverse unexpected revenue fluctuations and affect our reported results of operations.

A change in accounting policies can have a significant effect on our reported results and may even 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, or 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 way we conduct our business.

We are dependent upon attracting and retaining highly skilled personnel.

We believe our future success will depend largely upon our ability to attract and retain highly skilled management, consultants, and advisors in the following areas: operations, sales and marketing and finance. Competition for such personnel is intense and there can be no assurance that we will be successful in attracting and retaining such personnel. The inability to attract or retain qualified personnel in the future, or delays in hiring required personnel, particularly consultants providing research and development, marketing, and operations services, could have a material adverse effect upon our business, results of operations and financial condition.

14

Table of Contents

If we need additional capital in the future, it may not be available to us on favorable terms, or at all.

We have historically relied on outside financing and cash flow from operations 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.

RISKS RELATED TO OUR BOARD OF DIRECTORS

Our success depends upon the Board of Directors, the loss of whom could disrupt our business operations.

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

Our Board of Directors will have substantial influence over our operations and control substantially all of our business matters.

The Board of Directors includes Senthil Kumaran Srinivasan, 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 and 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, including authority to lend money; to borrow and repay loans on behalf of the Company; enter joint ventures and collaborative relationships; establish cash reserves; make cash distributions to Shareholders; and other functions, all without consulting with or obtaining the approval of any Shareholder.

Our Chief Executive Officer and Chairman of the Board of Directors control approximately 66.53% of the Company giving them significant voting power, which allows them to take actions that may not be in the best interest of all other shareholders.

Mr. Mohammed Saif Zaveri, our President, Chief Executive Officer, and a Chairman of our Board of Directors, prior to the completion of this Offering, hold approximately 96.78%% of our voting stock, assuming 100% of the shares offered herby are sold, Mr. Zaveri will hold approximately 89.49% of our voting stock. Accordingly, 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.

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

Nevada 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.

Our board of directors may change our policies without stockholder approval.

Our policies, including any policies with respect to investments, leverage, financing, growth, debt, and capitalization, will be determined by our board of directors. Our board of directors will also establish the amount of any dividends or other distributions that we may pay to our stockholders. Our board of directors or the committees or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without stockholder vote. Accordingly, our stockholders will not be entitled to approve changes in our policies, and, while not intending to do so, may adopt policies that may have a material adverse effect on our financial condition and results of operations.

15

Table of Contents

Our Board of Directors will have discretion with respect to certain items in the Use of Proceeds from this Offering.

Our Board of Directors intends to use the proceeds substantially as stated in the “Use of Proceeds” section of this Offering Circular. Notwithstanding the foregoing, our management has the right, in its sole and absolute discretion, to vary the use of the proceeds. There can be no assurance that our Board of Directors’ use of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Investors are urged to consult with their attorneys, accountants, and personal investment advisors prior to making any decision to invest in the Company. As is the case with any business, particularly one with limited operations, it should be expected that certain expenses unforeseeable to our management at this juncture will arise in the future.

Duties of the Board of Directors to the Shareholders; Indemnification

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.

A Shareholder has a right to expect that the Board of Directors will do the following:

	·	Use its best 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.

In addition, the Board of Directors is required to make truthful and complete disclosures so that the Shareholders can make informed decisions. The Board of Directors is forbidden to obtain an advantage at the expense of any of the Shareholders, without prior disclosure to the Company and the Shareholders. This indemnification will provide the Shareholders with a more limited right of action against the Board of Directors than they would have if the indemnification were not in the Agreement. This provision does not include indemnification for liabilities arising under the Securities Act of 1933, as, in the opinion of the Securities and Exchange Commission (“SEC”), such indemnification is contrary to public policy.

Insofar as the forgoing provisions permit indemnification of directors, executive officers, or persons controlling us for liability arising under the Securities Act of 1933, as amended, or the Securities Act, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Litigation

In the ordinary course of its business, the Company may be subject to litigation from time to time. The outcome of such proceedings may materially adversely affect the value of the Company and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Board of Directors' time and attention, and such time and resources devoted to such litigation may, at times, be disproportionate to the amounts at stake in such litigation.

RISKS RELATED TO OUR SHARES

The Shares being offered pursuant to this Offering Circular are not registered with the Securities and Exchange Commission.

The Shares being offered pursuant to this Offering Circular have not been registered pursuant to the 1933 Act or under the securities laws of any state (“blue sky” laws). They are offered pursuant to an exemption from registration under the 1933 Act in reliance upon intended compliance with the provisions of Section 3(b)(2) of the 1933 Act and Regulation A thereunder. Subject to the Voluntary Holding Period, the Shares which we shall issue will not be restricted and can be freely traded, but only after qualification by the S.E.C. Accordingly, the Shares may not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, unless the Shares are qualified or unless an exemption from registration applies. Although the Shares will not be registered in various states, we shall comply with the registration or other qualification requirements concerning the offering of securities in each state in which the Shares will be offered. In addition to restrictions under federal laws, the Shares purchased in one state cannot be sold, transferred, pledged, or hypothecated in another state unless an exemption under state securities law applies.

16

Table of Contents

We are not presently a reporting company under either Section 13(a) or 15(d) of the 1934 Act and therefore, we do not presently file any reports with the SEC. We can give no assurance that we will ever become a reporting company. In addition, there can be no assurance that the Shares will be able to be resold either at or near their original offering price. Investors should understand that the Shares are not liquid and may have little or no value if an Investor desires to liquidate his or her investment in the Shares. Accordingly, the Shares should not be purchased by anyone who requires liquidity or who cannot afford a complete loss of his investment.

The Subscription Price of the Shares pursuant to this Offering has been arbitrarily determined.

We have arbitrarily determined the Subscription Price of the Shares and such Subscription Price should not be construed as indicative of the value of the Shares. We can give no assurance that any of the Shares, if transferable, could be sold for the Subscription Price or for any other amount.

We have never paid dividends on our Shares.

We have never paid any dividends on our Shares and there can be no assurance that we will ever have sufficient earnings to pay any dividends with respect to our Shares. Moreover, even if we have sufficient earnings, we are not obligated to declare dividends with respect to our Shares. The future declaration of any cash or stock dividends shall be in the sole and absolute discretion of the Board of Directors and shall depend upon our earnings, capital requirements, financial position, general economic conditions, and other pertinent factors. It is also possible that the terms of any future debt financing may restrict the payment of dividends.

We may issue more Shares in future offerings, which will result in substantial dilution to our Shareholders.

Our Articles of Incorporation, as amended, and Bylaws of the Company authorizes the issuance of a maximum of 600,000,000 Common Shares of the Company. Any additional offerings of Common Shares effected by us may result in substantial dilution in the percentage of our Company Shares held by our then existing stockholders. Moreover, the Company Shares issued in any such offering may be valued upon an arbitrary or non-arm’s-length basis by our Board of Directors, resulting in an additional reduction in the percentage of Company Shares held by our then existing shareholders. To the extent that additional Shares of the Company are issued, dilution of the interests of our stockholders will occur and the rights of the holders of Company Shares might be materially adversely affected.

Factual Data

The information which we have set forth in this Offering Circular was obtained from our Board of Directors, who will benefit substantially from the transactions contemplated herein. Such information necessarily incorporates significant assumptions as well as factual matters.  There can be no assurance that such information is complete or accurate.

RISK FACTORS INVOLVING THIS OFFERING

Securities Act Considerations

Pursuant to recent amendments to Rule 506 of Regulation D, if certain “covered persons” (which includes the issuer, any affiliated issuers, certain officers of the issuer, any beneficial owners of 20% or more of the Company's outstanding voting equity securities (calculated on the basis of total voting power rather than on the basis of ownership of any single class of securities), the investment manager, any compensated solicitors and certain other persons) become subject to a “disqualifying event” (as described in Rule 506(d)(1) of Regulation D), the Company may be subject to certain adverse consequences.

17

Table of Contents

Compliance with Anti-Money Laundering Rules and Regulations

As part of the Board of Directors’ responsibility for the prevention of money laundering under the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) and similar laws in effect in foreign countries and in response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Board of Directors may request prospective and existing Shareholders to provide documentation verifying, among other things, such Shareholder's identity and the source of funds used to purchase such Shareholder's Interest in the Company. The Board of Directors may decline to accept a subscription if this information is not provided or on the basis of such information that is provided. Requests for documentation and additional information may be made at any time during which a Shareholder holds an Interest in the Company. The Board of Directors may be required to provide this information, or report the failure to comply with such requests, to appropriate governmental authorities, in certain circumstances without notifying the Shareholders that the information has been provided.

The Board of Directors will take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives, or special measures. Governmental authorities are continuing to consider appropriate measures to implement at this point and it is unclear what steps the Board of Directors may be required to take; however, these steps may include prohibiting a Shareholder from making further contributions to the Company, depositing distributions to which a Shareholder would otherwise be entitled into an escrow account or causing the mandatory withdrawal of a Shareholder's Interest in the Company.

FCPA Considerations

The Board of Directors and the Company intend to comply with the U.S. Foreign Corrupt Practices Act ("FCPA") and other anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Company may be adversely affected because of its unwillingness to participate in transactions that present undue risk under such laws or regulations.

In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. Despite the Board of Directors’ efforts to ensure compliance with the FCPA, such efforts may not in all instances prevent violations. In addition, an issuer, seller, or other counterparty with which the Board of Directors transacts business, or their affiliates may engage in activities that could result in FCPA violations that implicate the Company. Any determination that the Board of Directors, the Investment Manager or the Company has violated the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Company's business prospects and/or financial position, as well as the Company's ability to achieve its investment objective and/or conduct its operations.

RISKS RELATED TO THE MARKET FOR OUR SHARES

There has been only a limited public market for our Shares and an active trading market for our Shares may not develop following this offering.

There has not been any broad public market for our Shares, and an active trading market may not develop or be sustained. Shares of our common stock may not be able to be resold at or above the initial public offering price. The initial public offering price of our Shares has been determined arbitrarily by management without regard to earnings, book value, or other traditional indication of value. Our Shares may trade below the initial public offering price following the completion of this offering. The market value of our Shares could be substantially affected by general market conditions, including the extent to which a secondary market develops for our Shares following the completion of this offering, the extent of institutional investor interest in us, the general reputation of companies in the 3D Printing Industry and the attractiveness of their equity securities in comparison to other equity securities, our financial performance and general stock market conditions.

The market price and trading volume of our Shares may be volatile following this offering.

The trading price of our Shares may be volatile. In addition, the trading volume in our Shares may fluctuate and cause significant price variations to occur. If the trading price of our Shares declines significantly, you may be unable to resell your Shares at or above the public offering price.

18

Table of Contents

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our Shares include:

	·	actual or anticipated variations in our quarterly operating results or dividends;
	·	changes in our funds from operations or income estimates;
	·	publication of research reports about us or the 3D Home Printing industry;
	·	changes in market valuations of similar companies;
	·	adverse market reaction to any additional debt we incur in the future;
	·	additions or departures of key management personnel;
	·	actions by institutional stockholders;
	·	speculation in the press or investment community;
	·	the realization of any of the other risk factors presented in this offering circular;
	·	the extent of investor interest in our securities;
	·	investor confidence in the stock markets, generally;
	·	changes in tax laws;
	·	future equity issuances;
	·	failure to meet income estimates; and
	·	general market and economic conditions.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the price of their Shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and trading price of our Shares.

Our Shares are “Penny Stock,” which impairs trading liquidity.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our Shares and investors may find it difficult to sell their Shares. The SEC has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the operator with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the operator’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the operator orally or in writing prior to effecting the transaction and must be given to the operator in writing before or with the operator’s confirmation.

We are not required to file reports with the SEC, are not subject to the reporting requirements of the Securities Exchange Act of 1934, and if we become subject to such requirements, we may be considered an Emerging Growth Company.

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act.

Additionally, Tier 1 of Regulation A does not have an ongoing reporting requirement. However, we will maintain certain public information by filing disclosure statements on OTCMarkets.com where our stock is quoted under the symbol BDCC.

19

Table of Contents

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. If we qualify as an emerging growth company, we may take advantage of certain reduced reporting requirements and would be relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, we:

	·	would not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
	·	would not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);
	·	would not be required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden parachute” votes);
	·	would be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
	·	would be able to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and
	·	would be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

We intend to take advantage of all reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Offering Circular includes forward-looking statements. The statements herein which are not historical reflect our current expectations and projections about the Company’s future results, performance, liquidity, financial condition, prospects, and opportunities and are based upon information currently available to the Company and its management and management’s interpretation of what is believed to be significant factors affecting the business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

	·	potential governmental regulations relating to or that may impact our industry segments;
	·	increased costs or exposure to liability as a result of changes in laws or regulations applicable to the 3D Printing Industry;
	·	general volatility of the capital and credit markets and the market price of our Shares;
	·	exposure to litigation or other claims;
	·	loss of key personnel;
	·	the risk that we may experience future net losses;
	·	risks associated with breaches of our security;
	·	failure to obtain necessary outside financing on favorable terms, or at all;
	·	risks associated with future sales of our Shares by existing shareholders or the perception that they intend to sell substantially all of the Shares of our Company that they hold;
	·	risks associated with the market for our Shares; or
	·	any of the other risks included in this offering circular, including those set forth under the headings “Risk Factors,” “Board of Directors’ Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.”

20

Table of Contents

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “will,” “shall,” “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects, and opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties, and other factors, including the ability to raise sufficient capital to continue the Company’s operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Offering Circular generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Registration Statement will in fact occur.

Accordingly, prospective investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

The specific discussions herein about the Company include financial projections and future estimates and expectations about the Company’s business. The projections, estimates and expectations are presented in this Offering Circular only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on the officers of the Company’s own assessment of its business, the industry in which it works and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Prospective investors should not make an investment decision based solely on the Company’s projections, estimates or expectations.

USE OF PROCEEDS

Our offering is being made on a best-efforts basis. There is no aggregate minimum requirement for the Offering to become effective; therefore, we reserve the right, subject to applicable securities laws, to begin applying the proceeds from the Offering towards our business strategy, including, without limitation, research, and development expenses, offering expenses, working capital, and general corporate purposes and other uses, as more specifically set forth in the “Use of Proceeds” section of this Offering Circular.  The offering price per share is $0.01 per share. We expect to use the funds of this offering for operations, working capital, general and administrative expenses, business development and marketing.

No proceeds will be used to compensate or make payments to any officers or directors, except for salaries and ordinary business expenses incurred in the normal course of business, or as set forth under the caption “Executive Compensation.” We reserve the right to change the intended use of proceeds if necessitated by business conditions or unexpected events.

We estimate that, at a per share price of $0.01, the net proceeds from the sale of the 500,000 shares in this Offering will be approximately $440,000, after deducting the estimated offering expenses of approximately $60,000.

We will utilize the net proceeds from this offering to identify and acquire business opportunities and to continue to refine, develop, and implement our plan of operation. Some funds will be used for operating expenses and other expenses.

Accordingly, we expect to use the net proceeds, estimated as discussed above as follows, if we raise the maximum offering amount:

Use		Amount				Percentage
Business Development		$	150,000				30.00	%
USA/UAE Initial Site Selection R&D		$	150,000				30.00	%
Working Capital		$	80,000				16.00	%
Salaries		$	60,000				12.00	%
Offering Expenses		$	60,000				12.00	%
TOTAL		$	500,000				100	%

	(1)	“Acquisition Costs” are costs related to the selection and acquisition of opportunities, including financing, and closing costs. These expenses include but are not limited to travel and communications expenses, legal and accounting fees, and miscellaneous expenses. The presentation in the table assumes that we will always finance the acquisition of opportunities whenever posable.
	(2)	“Offering Expenses” include projected costs for Legal and Accounting, Publishing/Edgar, and Transfer Agents Fees.
	(3)	“Proportional Reduction Based on Amount Raised” - We anticipate that should less than the Maximum Offering Amount be raised hereunder the expenditures will be reduced proportionately, but the representative spending percentage would remain approximately the same. For example, if we were only able to raise 50% of the aggregate offering, the percentage of spending would remain the same, but the Amount set forth above would be reduced by 50%, etc.

21

Table of Contents

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan. We cannot assure that our assumptions, expected costs and expenses, and estimates will prove to be accurate or that unforeseen events, problems, or delays will not occur that would require us to seek additional debt and/or equity funding, which may not be available on favorable terms, or at all. See “Risk Factors” starting on page 11.

Although our business does not presently generate any cash, we believe that if we raise the Maximum Amount in this Offering, that we will have sufficient capital to finance our operations at least through the end of 2024. However, if we do not sell the Maximum Amount or if our operating and development costs are higher than expected, we will need to obtain additional financing prior to that time. Further, we expect that during and/or after such period, we may be required to raise additional funds to finance our operations until such time that we can conduct profitable revenue-generating activities. We may also use a portion of the net proceeds for the investment in strategic partnerships and possibly the acquisition of complementary businesses, products, and/or technologies, although we have no present commitments or agreements for any specific acquisitions or investments.

DETERMINATION OF OFFERING PRICE

The offering price of the Shares has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, any historical earnings or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources, and the likelihood of acceptance of this offering. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the Shares or the fairness of the offering price used for the Shares. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

CORPORATE HISTORY

The Company was originally incorporated under the laws of the State of Florida on May 11, 2010, under the name Benefit Solutions Outsourcing Corp. 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.

On May 19, 2011, the Board of Directors and majority shareholder of Benefit Solutions Outsourcing Corp. approved Articles of Amendment to our Articles of Incorporation which changed the name of the company to “Buckeye Oil & Gas, Inc.”

On June 2, 2011, Jamie Mills, the principal shareholder of Benefit Solutions Outsourcing Corp., a Florida corporation (the "Company"), entered into a Stock Purchase Agreement which provided for the sale of his 38,000,000 shares of common stock of the Company (the “Shares”) to Ravi Dhaddey (who purchased 32,900,000 of the Shares) and Pol Brisset (who purchased 5,100,000 of the Shares). The consideration paid for the Shares, which represent 65.07% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $352,941.  Messrs. Dhaddey and Brisset used their personal funds to purchase the Shares. On the same day and in connection with the acquisition of the Shares, Pol Brisset and Manny Dhinsa were appointed as directors of the Company upon the resignation of Jamie Mills from his positions as the sole officer and director of the Company. The Board of Directors of the Company elected Pol Brisset as President, Chief Executive Officer, Chief Financial Officer and Treasurer and a director of the Company and Manny Dhinsa as Secretary and a director.

22

Table of Contents

On October 21, 2013, Stephane Pilon was appointed President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director of the Company. Concurrently, Pol Brisset resigned as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Treasurer of the Company and was appointed as the Company’s Secretary.  Mr. Brisset remained as a Director of the Corporation. Additionally, Michal Gnitecki resigned as Secretary and Director of the Corporation.

On July 24, 2014, the Company changed its state of incorporation from Florida to Nevada and its name from “Buckeye Oil & Gas, Inc.” to “Brisset Beer International, Inc.” by the merger of Buckeye Oil & Gas, Inc. with and into its wholly owned subsidiary, Brisset Beer International, Inc. FINRA approved the change of the issuer’s stock symbol from BOIG to BBII effective as of July 24, 2014.

Until April 2014, the Company was engaged in the acquisition and exploration of oil and gas properties. As a result of its asset purchase in April 2014, the Company abandoned its interests in its two oil and gas properties and is principally engaged in the development of a brewing, distribution, and marketing of craft-brewed beer business in the province of Quebec, Canada.

On February 11, 2019, pursuant to a Stock Purchase Agreement dated November 21, 2017, by and among, on the one hand, Stephan Pilon and Pol Brisset (the “Selling Stockholders”), and, on the other hand, Redstone Ventures, LTD (the “Purchaser”), purchased an aggregate of 7,561,000 shares of the Company’s common stock 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 represented approximately 76.66% of the outstanding 9,863,000 shares of common stock of the Company and constituted a change in control of the Company.

Concurrently, Stephane Pilon resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and member of the Board of Directors of the Company and Mr. Pol Brisset resigned as the Secretary and member of the Board of Directors of the Company and Mr. Kevin G. Malone was appointed as the President, Chief Executive Officer, Secretary and Treasurer of the Company and as the sole member of the Company’s Board of Directors.

On March 15, 2022, our board of directors approved changing our corporate name from Brisset Beer International, Inc. to Power Americas Resource Group Ltd.

On April 22, 2022, the Company’s then sole-officer, director, and majority shareholder, Mr. Kevin Malone (“Mr. Malone”) entered into an Amended and Restated Common Stock Purchase Agreement (the “SPA”) whereby Mr. Malone sold 6,750,000 shares of the Corporation’s common stock beneficially owned by Mr. Malone to Aplicaciones Quimicas Especializadas Del Sureste, S.A. DE C.V. for an aggregate purchase price of $100,000. Mr. Malone remained as the Corporation’s sole-officer and director.

On September 9, 2022, the Company announced the closing of an Asset Purchase Agreement (“Purchase Agreement”), with Mr. Boris Goldstein (Mr. Goldstein”) pursuant to which the Company acquired various assets from Mr. Goldstein, (the “Acquisition”) relating to 3D/4D printing technology for use in the construction industry. Concurrently with the execution of the Purchase Agreement, the Company received notice of resignation, made effective as of effective September 13, 2022, from Mr. Malone from the positions of President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Sole-Director of the Corporation. Mr. Malone stated that his resignation was not the result of any disagreements between Mr. Malone and the Company relating to the Company’s operations, policies, or practices.

On September 9, 2022, the Company filed a Certificate of Amendment together with Amended & Restated Articles of Incorporation (“Restated Articles”) with the Secretary of State of the State of Nevada.

On September 13, 2023, the Company appointed Mr. Mark Croskery (“Mr. Croskery”) to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Director of the Corporation to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Mr. Croskery accepted the appointments, to become effective, as of September 13, 2022. Additionally, the Company appointed Dr. Boris Goldstein (“Dr. Goldstein”) to serve as Secretary and Director of the Corporation to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Dr. Goldstein accepted the appointments, to become effective, as of September 13, 2022.

23

Table of Contents

On October 19, 2022, the Company and Dr. Goldstein entered into an Unwind Agreement and Mutual Release (the “Unwind Agreement”), for the purpose of unwinding, and rendering void, the Asset Purchase Agreement executed by and between the Company and Goldstein on September 9, 2022. Additionally, effective as of October 19, 2022, Dr. Goldstein resigned as Secretary and Director of the Company. The Unwind Agreement and resignations was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Effective the same date, Mr. Croskery was appointed as the Company’s Secretary.

On October 23, 2022, the Company and Ramasamy Balasubramanian, an individual, (“RB”) entered into an Asset Purchase Agreement (“RB APA”), with an effective date of October 19, 2022, pursuant to which the Company acquired various proprietary assets and intellectual property collectively known as “Twin Infra” which is a complete IT solution for the Construction/Infrastructure industry based on the concept of “Digital Twin.” In connection with the RB APA, and as of October 24, 2022, Mark Croskery resigned from the positions of Chief Financial Officer and Treasurer of the Company. Mr. Croskery remained as Chief Executive Officer, President, Secretary & Director of the Company, and Ramasamy Balasubramanian was appointed as the Company’s Treasurer, Chief Financial Officer, and Chairman of the Board of Directors to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Additionally, as of the same date Kirubakaran Candasamy was appointed as Chief Technology Officer and Director of the Company to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed.

On February 2, 2023, Mr. Kumar Elumalai was appointed to the Company’s board of directors as an independent director.

On February 8, 2023, Mr. Prabhu Rajendiran was appointed to the Company’s board of directors as an independent director.

On October 12, 2023, the Company and Balasubramanian, (“Balasubramanian”) entered an Unwind Agreement and Mutual Release (the “2023 Unwind Agreement”), for the purpose of unwinding, and rendering void, the RB APA executed by and between the Company and Balasubramanian on October 19, 2022. Per the Unwind Agreement the Parties mutually and voluntarily agreed to unwind the transaction contemplated by the RB APA. Accordingly, the Company returned all the assets acquired per the RB APA and Balasubramanian cancelled, and returned to the Company’s treasury, the 40,000,000 restricted shares of the Company’s common stock he received per the terms of the Original APA. In connection with the 2023 Unwind Agreement: (i) Balasubramanian resigned as Chief Financial Officer, Treasurer and Chairman of the Board of Directors of the Company; (ii) Candasamy resigned from the positions of Chief Technical Officer and Director of the Company; (iii) Rajendiran resigned from the Board of Directors of the Company; and (iv) Elumalai resigned from the Board of Directors of the Company. Each of the foregoing has represented that neither the 2023 Unwind Agreement nor the resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Additionally, the Company received notice of resignation from Croskery from the positions of Chief Executive Officer, President, Secretary and Director of the Company. Croskery was concurrently appointed as the Company’s Chief Operating Officer. Croskery’s resignation from such positions was not the result of any disagreements between Croskery and the Company relating to the Company’s operations, policies, or practices.

On October 12, 2023, the Company announced that it closed an Asset Purchase Agreement (“2023 Purchase Agreement”) with Mr. Mohammed Zaveri (“Mr. Zaveri”) pursuant to which the Company acquired various assets that, together, provide a turnkey solution with respect to acquiring land, overseeing construction projects, acquisition of buildable land in major residential areas in the United Arab Emirates, and the development of a 3-D printer for use in residential single-home and small-scale apartment building construction.

Effective immediately upon the foregoing resignations and in connection with the 2023 Purchase Agreement, the Company: (i) appointed Mohammed Saif Zaveri as as the Company’s Chief Executive Officer, President, and Chairman of the Board of Directors; (ii) appointed Mitesh Ashok Rasaikar as the Company’s Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director; (iii) appointed Mark Croskery as the Company’s Chief Operating Officer; (iv) appointed Murali Krishna Velupillai as an Independent member of the Company’s Board of Directors; and, (v) appointed Murali Krishna Velupillai as an Independent member of the Company’s Board of Directors. Each of the foregoing accepted their respective appointment as of October 12, 2023.

On or about October 15, 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 our 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, (the “Corporate Symbol Change”); and, (iii) A One for Two Hundred Fifty (1-for-250) Reverse Stock Split (“Reverse 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 shall automatically convert into one new share of common stock. As a result of the Board and Shareholders approved actions set forth above, on October 15, 2023, the Company filed the necessary documentation with the Nevada Secretary of State changing its name from Power Americas Resource Group Ltd. to Blackwell 3D Construction Corp. and filed a Certificate of Change Pursuant to N.R.S. 78.209 reflecting the Reverse Split.

24

Table of Contents

On January 16, 2024, FINRA made the 1-for-250 Reverse Split effective. As of that date, the reverse stock split resulted in our issued and outstanding shares being decreased from 299,198,575 shares of common stock to 1,196,795 shares of common stock. All references to shares issuances or share amounts issued and outstanding made prior to January 16, 2024, throughout this Report do not account for the 1-for-250 reverse stock split.

In February 2024, Mr. 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 as per the terms and conditions of the Employment Agreement, and in exchange he received 30,000,000 shares of the Company’s Common Stock.

The Company is in the development stage and faces all of the risks and uncertainties associated with a new and unproven business. Our future is based on an unproven business plan with no historical facts to support projections and assumptions. The Company is not currently generating revenues and does not expect to generate revenue until it enters into the commercial phases of marketing its products and services as contemplated herein. There can be no assurance that the Company will ever achieve revenues or profitability. The Company’s operations are subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the formation of a pre-revenue business. Our lack of a significant and relevant operating history makes it difficult to manage operations and predict future operating results.

DESCRIPTION OF THE COMPANY

Blackwell 3D Construction Corp. is an emerging 3D house printing company that aims to transform the construction landscape.

At Blackwell 3D Construction Corp., we envision a future where sustainable, affordable, and innovative housing solutions are accessible to everyone. Our mission is to revolutionize the construction industry by leading the way in 3D house printing technology. We are committed to delivering cutting-edge, eco-friendly, and customizable housing solutions that redefine the 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 a secure and comfortable home. To the end, we have developed certain proprietary innovative 3D house printing technology assets aimed at revolutionizing the construction industry. Our goal is to specialize in printing fully functional and livable residential housing and small-scale apartment buildings in a fraction of the time and cost compared to traditional construction methods. Initially, our focus will be on launching in the United States and in Southeast Asia.

Our 3D house printing process involves using commercially available large-scale 3D printers and a specialized concrete mixture to create the structural components of the house. The printing process is highly automated, allowing us to create intricate designs and details with precision. Blackwell’s unique approach to construction has several advantages.

	1.	Our 3D printed houses are much faster to build than traditional houses, taking only a few weeks to complete;
	2.	Our process is much more environmentally friendly, producing less waste and using less energy; and,
	3.	Our construction costs are significantly lower, allowing us to offer affordable housing solutions.

We 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.

25

Table of Contents

Blackwell 3D Construction Corp. Key Points: Our vision is to revolutionize the construction industry by utilizing 3D concrete printing technology to create sustainable and low-carbon footprint homes.

	·	The traditional construction industry is inefficient, wasteful, and has a significant carbon footprint. The need for sustainable and innovative solutions to address these issues has never been greater.
	·	We will utilize 3D concrete printing technology to create sustainable and low-carbon footprint villas. Our approach will significantly reduce the time, resources, and waste generated during construction, resulting in a more efficient and cost-effective process.
	·	We intend to construct sustainable homes using 3D concrete printing technology. These homes will be designed with sustainability in mind and will incorporate features such as solar panels, energy-efficient systems, and green roofs. This will provide a low-carbon footprint alternative to traditional construction methods.
	·	We intend plans to file for several patents related to 3D concrete printing technology and sustainable construction methods. Our innovative approach to construction has the potential to disrupt the traditional construction industry and create a new market for sustainable solutions.
	·	We believe that our solution provides a more efficient and cost-effective alternative to traditional construction methods, while also addressing the growing need for sustainable solutions in the industry. The market potential for sustainable and innovative construction solutions is significant, with a growing demand for sustainable and eco-friendly buildings.
	·	Our Management team consists of experienced professionals in the construction industry, with expertise in 3D printing technology, sustainable design, and finance. Our team is committed to creating innovative and sustainable solutions to address the challenges facing the construction industry.

Blackwell’s approach to construction, utilizing 3D concrete printing technology, provides an opportunity to disrupt the traditional construction industry and potentially become a leader in sustainable construction. With a focus on sustainability, innovation, and efficiency.

Blackwell is committed to creating a better future for the construction industry and the world. As we advance our plan of operation, we believe there are a few corporate pillars that we must follow in order to achieve success:

	1.	Innovation Leadership: We are dedicated to staying at the forefront of 3D printing technology, 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, 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.

As we embark on this transformative journey, Blackwell 3D Construction Corp. is poised to redefine the future of housing, making quality homes more accessible, sustainable, and customized than ever before.

26

Table of Contents

BLACKWELL - PROPERTIES & EQUIPMENT

Currently, our office space is located in a shared office space which we believe is sufficient for our present needs. We 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. Additionally, the Company currently has assets that consist of solely Intellectual Property, Know-How, and previously developed and cultivated relationships that we believe will facilitate our plan of operations as we move forward.

As 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 have physical 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 subcontractor, to be determined by cost and other factors related to general construction standards, the following:

·

3D Printer: First and foremost, we will need a large-scale 3D printer capable of printing structures like walls and other structural components of the house. These printers 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.

	o	COBOD specializes in developing gantry-style 3D printers for construction. Their printers are used worldwide for projects ranging from small-scale housing to large commercial buildings.
	o	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.
	o	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.

		While there are other companies we may consider, we do not anticipate any delays in acquiring the necessary 3D printer as necessary.
	·	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.

These are some of the essential equipment and tools required for developing and building a 3D printed home. The 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.

27

Paths to Revenue

Blackwell 3D Construction Corp. has identified 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:

	·	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.
	·	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.

By strategically 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.

Current Problems in the 3D Home Printing Industry & the Blackwell Solution

1. Regulatory Compliance:

The Challenge: Adhering to existing building codes and regulations that may not have provisions for 3D printed construction.

Blackwell Solution: Collaborate with regulatory bodies to establish standards for 3D printed structures, and actively engage in dialogue to update and adapt existing regulations.

2. Technology Costs:

The Challenge: High initial costs for acquiring and maintaining 3D printing equipment and technology.

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.

3. Material Development:

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

Blackwell Solution: Invest in research and development to create more affordable and sustainable materials. Collaborate with material science experts and suppliers to explore innovative alternatives.

28

Table of Contents

4. Public Perception and Acceptance:

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

Blackwell Solution: Conduct outreach and education campaigns to inform the public about the benefits, safety, and sustainability of 3D printed housing. Showcase successful projects and engage with the community to build trust.

5. Skilled Labor Shortage:

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

Blackwell 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.

6. Scaling Production:

The Challenge: Scaling up production to meet demand without compromising quality.

Blackwell Solution: Implement efficient project management systems, invest in multiple 3D printing units, and optimize production workflows. Continuous process improvement is essential for scalability.

7. Design Complexity:

The Challenge: Designing complex structures that meet both aesthetic and structural requirements.

Blackwell Solution: Collaborate with architects and engineers to refine design processes, utilize advanced software for design optimization, and invest in research to simplify construction techniques.

8. Supply Chain Disruptions:

The Challenge: Potential disruptions in the supply chain for 3D printing materials and components.

Blackwell Solution: Diversify suppliers, maintain strategic inventories, and establish contingency plans to mitigate the impact of supply chain disruptions.

9.Long-Term Durability:

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

Blackwell Solution: Invest 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.

10. Financing and Insurance:

The Challenge: Limited availability of financing options and insurance coverage for 3D printed homes.

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 3D printed construction.

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

29

Table of Contents

Life Cycle Stages of a 3D Printed Housing Community:

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 environmentally conscious and community-focused development.

1. Planning and Design:

	·	Initial conceptualization and feasibility studies.
	·	Collaborative design and customization discussions with potential residents.
	·	Architectural and engineering planning for 3D printed structures.

2. Regulatory Approval:

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

3. Land Acquisition:

·

Acquiring the designated land for the housing community.

4. Construction Phase:

	·	Setting up 3D printing equipment and infrastructure.
	·	Commencing the 3D printing of structures.
	·	Quality control and monitoring throughout the construction process.

5. Community Development:

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

6. Marketing and Sales:

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

7. Occupancy and Move-In:

	·	Handing over completed homes to residents.
	·	Supporting residents during the move-in process.

8. Community Growth and Integration:

	·	Facilitating community events and activities to foster a sense of belonging.
	·	Integrating additional services and amenities based on community needs.

9. Maintenance and Upgrades:

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

10. Long-Term Sustainability:

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

11. Expansion or Renovation:

·

Considering options for community expansion or renovation based on demand and evolving needs.

 12. Legacy and Impact:

	·	Reflecting on the community's long-term impact on residents and the surrounding area.
	·	Establishing a legacy of innovation and sustainability.

30

Table of Contents

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

Target Market		Description
Affordable Housing		3D concrete printing technology can significantly reduce the cost of building houses, which makes it a suitable solution for affordable housing.
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.
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.
Infrastructure Projects		3D concrete printing technology can be used to build infrastructure projects such as bridges, tunnels, and retaining walls.
Commercial Construction		3D concrete printing technology can be used to build commercial buildings such as offices, hotels, and shopping centers.

As we move forward it will 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 the location 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.

1. Research and Analysis:

	·	Regulatory Environment: Research zoning laws, building codes, and regulations in both the USA and UAE related to 3D printed construction. Identify any specific regulations or permits required for innovative construction methods.
	·	Infrastructure Assessment: Evaluate the availability of electricity, water, sewage, and internet connectivity at potential sites. Assess transportation infrastructure for materials delivery and worker access.
	·	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 pinpoint target locations.
	·	Site Suitability Evaluation: Consider topography, soil conditions, and environmental impact. Prioritize sites with flat terrain and stable soil suitable for 3D printed construction.

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.

3. Technology and Resource Assessment:

	·	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.

4. Risk Management:

	·	Risk Identification: Identify potential risks such as natural disasters, 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.

31

Table of Contents

5. Due Diligence and Site Selection:

	·	Thorough Assessment: Conduct 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.

6. Continuous Improvement:

	·	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.

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.

Industry Overview and Competition

A 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:

Key Players:

1. ICON Technology Inc.:

Pioneering company in 3D home printing, known for successful projects and partnerships.

2. Apis Cor:

Specializes in large-scale 3D printing for construction. Offers a mobile 3D printer for on-site construction.

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.

4. Winsun (Yingchuang Building Technique):

Strengths: Known for ambitious 3D printing projects, including entire buildings.

5. Peri Group:

Offers a range of construction-related solutions, including 3D printing technology. However, 3D printing technology is not their main focus. They are based in Germany.

6. Sika AG:

Strengths: A large multinational construction company, that offers concrete 3D printing.

32

Table of Contents

Market Trends:

Diversification of Applications: Companies are exploring applications beyond residential construction, including commercial buildings, infrastructure, and disaster relief.

Technological Advancements: 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 reach of 3D home printing technology.

Smart Home Integration: A trend toward integrating smart technologies and sustainable features within 3D printed homes is gaining traction.

Strengths and Opportunities:

Sustainability Focus: Companies emphasizing sustainable and eco-friendly construction methods have a competitive edge.

Customization Capabilities: Offering unique and customizable designs appeals to a market segment seeking personalized homes.

Strategic Partnerships: Collaborations with construction firms, material suppliers, and technology companies provide a competitive advantage.

Research and Development: Companies investing in ongoing research and development are better positioned to stay ahead in a rapidly evolving market.

Weaknesses and Threats:

Regulatory Challenges: Uncertain or restrictive regulations can hinder the widespread adoption of 3D printing in construction.

Public Perception: Overcoming skepticism and building public trust in the safety and reliability of 3D printed homes is a potential challenge.

Supply Chain Disruptions: Dependence on a limited number 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.

The 3D 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.

In a world where innovation meets necessity, Blackwell 3D Construction Corp. stands at the forefront of revolutionizing the construction landscape through 3D home printing.  Our commitment goes beyond just constructing houses; we are pioneering a movement that embraces sustainability, affordability, and unmatched customization. As we navigate the challenges of the present, we envision a future where homes are not just structures but reflections of individual dreams and community values. We believe that what sets Blackwell 3D Construction Corp. apart is our 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 homes are cherished. 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.

33

Table of Contents

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims against the Company.

DILUTION

Purchasers of our Shares offered in this Offering Circular will experience an immediate and substantial dilution of the net tangible book value of their Shares from the initial public offering price. Net tangible book value per share of our common stock before this offering is determined by dividing net tangible book value based on March 18, 2024, net book value of the tangible assets (consisting of total assets less intangible assets) of the Company by the number of shares of our common stock issued.

Assumed initial public offering price per share		$	0.01
Net tangible book value per share before this offering (1)		($0.019)
Increase in pro forma net tangible book value per share attributable to this offering (2)		$	0.016
Expenses impacting net tangible book value per share after this offering		($0.00)
Pro forma net tangible book value per share after this offering		($0.002)
Dilution in pro forma net tangible book value per share to new investors		$	0.012

(1)(2) The increase in pro forma net tangible book value per share attributable to this offering is determined by subtracting (a) the sum of (i) the pro forma net tangible book value per share before this offering (see note above) and (ii) the decrease in pro forma net tangible book value per share divided by (ii) the number of outstanding shares of common stock after this offering. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto of the Company, as well as the financial statements and the notes thereto of the Company included in this Offering Circular. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” above.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this document. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors.

Results of Operations for the Years Ended May 31, 2023 and 2022

Revenues

We earned no revenues for years ended May 31, 2023 or 2022.

Operating Expenses

We incurred $418,164 in operating expenses for the year ended May 31, 2023, as compared with $77,183 in the year ended May 31, 2022. The increase in operating expenses is the result of increased stock-based compensation during the year ended May 31, 2023. We expect our operating expenses will increase in future years as a result of the costs associated with the increased operating activity under our business model.

34

Table of Contents

Other Income/Expenses

We had other expenses of $4,888,735 for the year ended May 31, 2023, compared to other income of $72,176 for the year ended May 31, 2022. Our other expenses for the year ended May 31, 2022, was associated with an impairment loss on intangible assets.

Net Loss

We recorded a net loss of $5,306,897 for the year ended May 31, 2023, compared to a net loss  $5,007 for the year ended May 31, 2022. The increase in net loss was associated with the factors discussed above.

Results of Operations for the Three Months Ended February 29, 2024 and February 28, 2023

Revenues

We earned no revenues for the three months ended February 29, 2024 or February 28, 2023.

Operating Expenses

We incurred $8,170 in operating expenses for the three months ended February 29, 2024, as compared with $67,590 during the three months ended February 28, 2023. The decrease in operating expenses is the result of a decrease in stock-based compensation during the three months ended February 29, 2024.

Other Income/Expenses

We had other income of $3,922 for the three months ended February 29, 2024, as compared with $117,614 during the three months ended February 28, 2023. Our other income for the three months ended February 29, 2024 and February 28, 2023 was primarily associated with a gain on forgiveness of notes payable during the three months ended February 29, 2024 and February 28, 2023.

Net Loss

We recorded a net loss of $4,248 for the three months ended February 29, 2024, compared to a net income of $50,024 for the three months ended February 28, 2023. The net loss is the result of the factors discussed above.

Results of Operations for the Nine Months Ended February 29, 2024 and February 28, 2023

Revenues

We earned no revenues for the three months ended February 29, 2024 and February 28, 2023.

Operating Expenses

We incurred $48,986 in operating expenses for the nine months ended February 29, 2024, as compared with $275,036 during the nine months ended February 28, 2023. The decrease in operating expenses is the result of a decrease in stock-based compensation during the nine months ended February 29, 2024.

Other Income/Expenses

We had other expenses of $303 for the nine months ended February 29, 2024, as compared with other income of $115,659 during the nine months ended February 28, 2023. The decrease in interest expense is the result of increased debt incurred during the nine months ended February 29, 2024.

35

Table of Contents

Net Loss

We recorded a net loss of $49,289 for the nine months ended February 29, 2024, compared to a net loss of $159,377 for the nine months ended February 28, 2023. The decrease in the net loss is the result of the factors discussed above.

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 nine months ended February 29, 2024, the Company has incurred net loss of $49,289, accumulated deficits of $7,755,039, and used cash in operations of $52,356. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

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.

Liquidity and Capital Resources

Our financing objective is to maintain financial flexibility to meet the material, equipment and personnel needs to support our project commitments, and pursue our expansion and diversification objectives.

As of May 31, 2023, we had total current assets of $0 and total current liabilities of $587,864. We had a working capital deficit of $587,864 as of December 31, 2022.

Net cash used by operating activities was $331,979 for the year ended May 31, 2023, as compared with $77,183 cash used for the year ended May 31, 2022. Our negative operating cash flow for both periods was our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.

Financing activities provided $331,716 in cash for the year ended May 31, 2023, as compared with $77,500 for the year ended May 31, 2022. Our positive financing cash flow for 2023 and 2022 mainly consisted of proceeds from note of related parties and proceed from the issuance of common stock.

As of February 29, 2024, we had total current assets of $0 and total current liabilities of $680,155. We had working capital deficit of $825,300 as of February 29, 2024.

Net cash used by operating activities was $52,356 for the nine months ended February 29, 2024, as compared with $227,521 cash used for the nine months ended February 28, 2023. Our negative operating cash flow was a result of our net losses, as adjusted to reconcile net loss to net cash provided by operating activities.

Financing activities provided $52,302 in cash for the nine months ended February 29, 2024, as compared with $326,973 for the nine months ended February 28, 2023. Our positive financing cash flow for 2024 and 2023 mainly consisted of proceeds from note of related parties and third parties.

36

Table of Contents

PLAN OF DISTRIBUTION

The Company is offering a maximum of 50,000,000 Shares of its Common Stock on a best-efforts basis at a fixed price of $0.01 per share and any funds raised from this Offering will be immediately available to the Company. The Offering will terminate upon the earlier of the sale of all 50,000,000 Shares or one year from the date of this Offering Statement.

There is no aggregate minimum to be raised in order for the Offering to become effective and therefore the Offering will be conducted on a “rolling basis.” This means we are entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, including, without limitation, research and development expenses, offering expenses, working capital, general corporate purposes, repayment of debt (if any) and, prior to our use of the proceeds, other uses, including short-term, interest-bearing investments, as more specifically set forth in the “Use of Proceeds” starting on page 21.

The Offering may be made, in management’s discretion, directly to investors by the Company’s management on a “best efforts” basis. We reserve the right to offer the Shares through broker-dealers who are registered with FINRA/SIPC. The Company may engage a broker-dealer registered with the SEC and a member of FINRA/SIPC to perform administrative compliance and related broker-dealer services in connection with this Offering including the review of investor information including KYC (Know Your Customer) data, AML (Anti-Money Laundering) and other compliance checks and review of subscription agreements and investor information. Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. None of our officers or directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Our officers or directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii) except that for securities issued pursuant to rule 415 under the Securities Act, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

We intend to sell the Shares in this offering through our Board of Directors and their affiliates. They will not receive any compensation for offering or selling the Shares. We reserve the right to reject, in whole or in part, any subscriptions for Shares made in this Offering, in our discretion.

Selling Agents and Expenses

We may engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Shares and to pay to such persons, if any, cash commissions of up to 7% of the gross proceeds from the sales of Shares placed by such persons and agent warrants (“Agent Shares”) to purchase that number of Shares equal to 7% of the Shares placed by such persons.

We have not entered into selling agreements with any broker-dealers to date. We will be responsible for and pay all expenses relating to this Offering, including, without limitation, (a) all filing fees and expenses relating to the qualification of this Offering with the SEC and the filing of the offering materials with FINRA, as applicable; (b) all fees and expenses relating to the application to list of our Shares on the OTCQB; (c) all fees and expenses relating to the registration or qualification of the Shares as required under State Blue Sky laws, including the fees of counsel selected by us; (d) the costs of all preparing and printing of the offering documents; (e) the costs of preparing, printing and delivering certificates representing Shares; (f) fees and expenses of the transfer agent for the Shares; and (g) the fees and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives. We expect the total expenses to be paid by us will be at least $60,000.

Offering Period

We expect to commence the sale of the Shares within two days following the Qualification Date. This Offering will terminate (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us in our sole discretion.

Offering Documents

This Offering Statement and the offering documents specific to this Offering will be available to prospective investors for viewing 24 hours per day, 7 days per week on our website at www.blackwell3d.com. Before committing to purchase Shares, each potential investor must consent to receive the final Offering Statement and all other offering documents electronically. In order to purchase Shares, a prospective investor must complete and sign and deliver to us a Subscription Agreement, the form of which is an exhibit to the Offering Statement of which this Offering Statement is a part and send payment to us as described in the Subscription Agreement. Prospective investors must also have agreed to the Terms of Use and Privacy Policy of our website. This investment limitation does not apply to “accredited investors,” as that term is defined in Rule 501 of Regulation D under the Securities Act.

37

Table of Contents

Prospective investors must read and rely on the information provided in this Offering Statement in connection with any decision to invest in the Shares.  For general information on investing, we encourage you to refer to www.investor.gov.

State Blue Sky Information

If we fail to comply with State securities laws where our securities are sold, we may be subject to fines and other regulatory actions against us. We intend to take the steps necessary to help insure that offers and sales in this Offering are in compliance with State Blue Sky laws, provided, however, there can be no assurance that we will be able to achieve such compliance in all instances, or avoid fines or other regulatory actions if we are not in compliance.

MANAGEMENT

Name	Officer & Director	Residential Address
Mohammed Saif Zaveri (1)(2)(3)	Chief Executive Officer, President, and, Chairman of the Board of Directors	1F/19, Albudoor BLDG Naif, Dubai, UAE Postal Code: 95905
Mitesh Ashok Rasaikar (4)	Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director	1F/19, Albudoor BLDG Naif, Dubai, UAE Postal Code: 95905
Murali Krishna Velupillai (5)	Independent Director	1F/19, Albudoor BLDG Naif, Dubai, UAE Postal Code: 95905
Senthil Kumaran Srinivasan (6)	Independent Director	1F/19, Albudoor BLDG Naif, Dubai, UAE Postal Code: 95905

	(1)	On October 12, 2023, we announced the closing of an Asset Purchase Agreement (“Purchase Agreement”) between the Company and Mr. Zaveri pursuant to which the Company acquired various assets that, together, provide a turnkey solution with respect to acquiring land, overseeing construction projects, acquisition of buildable land in major residential areas in the United Arab Emirates, and the development of a 3-D printer for use in residential single-home and small-scale apartment building construction.
	(2)	On March 13, 2024, Mr. 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.
	(3)	On October 12, 2023, Mitesh Ashok Rasaikar was appointed by the Company’s board of directors to act as the Company’s Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director.
	(4)	On October 12, 2023, Murali Krishna Velupillai was appointed to the Company’s board of directors as an independent director.
	(5)	On October 12, 2023, Senthil Kumaran Srinivasan was appointed to the Company’s board of directors as an independent director.

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.

38

Table of Contents

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.

SECURITY OWNERSHIP

The following table sets forth certain information as of March 18, 2024, with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Shares; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the Shares set forth therein has sole voting power and sole investment power with respect to such Shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company. The percentages are based on 37,197,373 Shares of our Common Stock and 5,350,000 shares of our Series A Preferred Stock outstanding as of the date above.

39

Table of Contents

Name and Address		No. of Shares				% Before Offering				% After Offering(1)
Mohammed Saif Zaveri(2)(3)(4)		36,000,000 Common Shares					96.78	%			41.28	%
		4,000,000 Series A Preferred Stock					74.76	%			74.76	%
Mitesh Ashok Rasaikar(5)			0				0	%			0	%
Murali Krishna Velupillai(6)			0				0	%			0	%
Senthil Kumaran Srinivasan(7)			0				0	%			0	%
Total Management(4) (Common)			36,000,000				96.78	%			41.28	%
(Series A Preferred)(4)			4,000,000				74.76	%			74.76	%
5% Owners
Aplicaciones Quimicas Especializadas del Sureste, S.A. de C.V. (8)		1,350,000 Series A Preferred Stock					18.69	%			18.69	%

	(1)	The post-offering percentages assume we have sold the Maximum Amount pursuant to the Offering, which is equal to 87,197,373 shares issued and outstanding immediately following the Closing of the Offering.
	(2)	On October 12, 2023, we announced the closing of an Asset Purchase Agreement (“Purchase Agreement”) between the Company and Mr. Zaveri pursuant to which the Company acquired various assets that, together, provide a turnkey solution with respect to acquiring land, overseeing construction projects, acquisition of buildable land in major residential areas in the United Arab Emirates, and the development of a 3-D printer for use in residential single-home and small-scale apartment building construction.
	(3)	On March 13, 2024, Mr. 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 as per the terms and conditions of the Employment Agreement, and in exchange he received 36,000,000 shares of the Company’s Common Stock and 1,000,000 shares of the Company’s Series A Preferred Shares.
	(4)	In the aggregate Mr. Zaveri owns 36,000,000 shares of our Common Stock and 4,000,000 shares of our Series A Preferred Stock which carries 100-to-1 voting rights (or 400,000,000 voting preferred shares), accordingly and taking into account to totality of Voting Stock, Mr. Zaveri controls approximately 89.49% of our total voting shares.
	(5)	On October 12, 2023, Mitesh Ashok Rasaikar was appointed by the Company’s board of directors to act as the Company’s Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director.
	(6)	On October 12, 2023, Murali Krishna Velupillai was appointed to the Company’s board of directors as an independent director.
	(7)	On October 12, 2023, Senthil Kumaran Srinivasan was appointed to the Company’s board of directors as an independent director.
	(8)	Aplicaciones Quimicas Especializadas del Sureste, S.A. de C.V. owns 1,350,000 shares of the Company’s Series A Preferred Shares which they acquired on September 12, 2022, by exchanging 135,000 shares of common stock for the 1,350,000 shares of Series A Preferred Stock. Oscar Estudillo Quiñones is the representative and beneficial owner of Aplicaciones Quimicas Especializadas del Sureste, S.A. de C.V. and his address is also that of the company, Calle 53 414 Col. Centro, Merida, Yucatan, Mexico CP 97000. The Aplicaciones Quimicas shares of our preferred stock carry total voting rights of 135,000,000. As such, Aplicaciones Quimicas controls approximately 26.15% of our total voting shares if the Maximum Offering Amount is sold.

Regardless of the success of this offering, our officers and director and current stockholders will continue to own the majority of our Shares after the offering. Since they may continue to control the Company after the offering, investors may be unable to change the course of the operations. Thus, the Shares we are offering may lack the value normally attributable to voting rights. This could result in a reduction in value of the Shares you own because of their ineffective voting power. None of our Shares is subject to outstanding options, warrants, or securities convertible into Shares.

The Company’s voting securities consist of Common Shares and Preferred Stock. Beneficial ownership is determined in accordance with SEC rules and generally includes sole or shared voting or investment power with respect to voting securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any voting securities that such person or any member of such group has the right to acquire within 60 days of the date of this Offering Statement. For purposes of computing the percentage of the Company’s outstanding voting securities held by each person or group of persons named above, any securities that such person or persons has the right to acquire within 60 days of the date of this Offering Statement are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as determined under SEC rules is not necessarily indicative of beneficial or other ownership for any other purpose. The inclusion herein of any securities listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

40

Table of Contents

EXECUTIVE COMPENSATION

For the fiscal years ended May 31, 2023, 2022, and 2021, we compensated our three highest-paid directors and executive officers as follows:

Name and Position

Year

Cash Compensation

Other Compensation(1)

Total Compensation

Mohammed Saif Zaveri, Chief Executive Officer, President, and Chairman of the Board of Directors

2023

$

Nil

$

Nil

$

Nil

2022

n/a

n/a

n/a

2021

n/a

n/a

n/a

Mitesh Ashok Rasaikar, Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director

2023

$

Nil

$

Nil

$

Nil

2022

n/a

n/a

n/a

2021

n/a

n/a

n/a

Murali Krishna Velupillai, Independent Director

2023

$

Nil

$

Nil

$

Nil

2022

n/a

n/a

n/a

2021

n/a

n/a

n/a

Senthil Kumaran Srinivasan, Independent Director

2023

$

Nil

$

Nil

$

Nil

2022

n/a

n/a

n/a

2021

n/a

n/a

n/a

	(1)	The Company and Mr. Zaveri entered into an Employment Agreement whereby Mr. Zaveri was issued 36,000,000 restricted shares of the Company’s common stock and 1,000,000 shares of the Company’s Series A Preferred Shares, and in exchange he was appointed to serve as President, Chief Executive Officer, and Chairman of the Board of Director of the Company to serve until the next annual meeting of the Company or until his respective successor is duly appointed.
	(2)	On October 12, 2023, Mitesh Ashok Rasaikar was appointed by the Company’s board of directors (“Board”) to act as the Company’s Chief Financial Officer, Treasurer, Secretary, Chief Technology Officer, and Director.
	(3)	On October 12, 2023, Murali Krishna Velupillai was appointed to the Company’s board of directors (“Board”) as an independent director.
	(4)	On October 12, 2023, Senthil Kumaran Srinivasan was appointed to the Company’s board of directors (“Board”) as an independent director.
	(5)	The Company’s Board of Directors determined that both Murali Krishna Velupillai and Senthil Kumaran Srinivasan meet the applicable standards for independent directors under the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934. Neither Murali Krishna Velupillai nor Senthil Kumaran Srinivasan is party to any arrangement or understanding with any person, pursuant to which they were appointed as a director of the Company, nor is a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Other than as set out above, no other compensation was paid to our executive officers or directors in their capacities as officers and/or directors.

The Company anticipates that at some point, when appropriate, it will establish a Stock Incentive Plan with reserves of 5,000,000 shares of common stock for issuance under the plan. As of the date of this Offering Circular the Company has not established a Stock Incentive Plan and therefore no option or shares have been granted pursuant to any such plan.

Conflicts of Interest

At the present time, the Company does not foresee any direct conflict between our directors’ executive officers, or significant employee’s other business interests and their involvement in the Company.

41

Table of Contents

None of them has been the subject of the following events:

(1) He has not been convicted, within ten years before the filing of the offering circular (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:(i) In connection with the purchase or sale of any security;(ii) Involving the making of any false filing with the Commission; or(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

(2) He is not subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the offering circular, that, at the time of such filing, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:(i) In connection with the purchase or sale of any security;(ii) Involving the making of any false filing with the Commission; or(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

(3) He is not subject to a final order (as defined in Securities Act Rule 261 of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:(i) At the time of the filing of the offering circular, bars the person from: (A) Association with an entity regulated by such commission, authority, agency, or officer;(B) Engaging in the business of securities, insurance or banking; or(C) Engaging in savings association or credit union activities; or(ii) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such filing of the offering circular;

(4) He is not subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 or section 203(e) or (f) of the Investment Advisers Act of 1940 or (f)) that, at the time of the filing of this offering circular:(i) Suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser;(ii) Places limitations on the activities, functions or operations of such person; or(iii) Bars such person from being associated with any entity or from participating in the offering of any penny stock;

(5) He is not subject to any order of the Commission entered within five years before the filing of the offering circular that, at the time of such filing, orders the person to cease and desist from committing or causing a violation or future violation of:(i) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933, section 10(b) of the Securities Exchange Act of 1934 and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 and section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or(ii) Section 5 of the Securities Act of 1933.

(6) He is not suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

(7) He has not filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or offering circular filed with the Commission that, within five years before the filing of the offering circular, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

(8) He is not subject to a United States Postal Service false representation order entered within five years before the filing of the offering circular, or is, at the time of such filing, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Term of Office

Our directors are appointed for a one-year term holding office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers hold their offices until they resign, are removed by the Board of Directors, or their successor is elected and qualified.

42

Table of Contents

Indemnification

Under the Articles of Incorporation, as amended, and Bylaws of the Company, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner, he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, 

CERTAIN CONTROL PERSONS & DIRECTOR INDEPENDENCE

Other than the issuance of shares to our current Sole-Officer, we do not have any transactions with related persons to report.

RECENT SHARE ISSUANCES & REASON FOR ISSUANCE

Issuance History

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:

No: ☐    Yes:☒   (If yes, you must complete the table below)

Date of Transaction	Transaction type (e.g., new issuance, cancellation, shares returned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)	Individual/ Entity Shares wereissued to. *You must dis- close the control person(s) for any entities listed.	Reason for share issuance (e.g. for cash or debt conversion) - OR- Nature of Services Provided	Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
September 9, 2022	Cancellation	-540	Common	$0.00001	No	Aplicaciones Quimicas Epecial-izadas DelSureste, S.A. DE C.V. Beneficia l Owner : Oscar Estudillo Quiñones	Common Stock Cancelled & Exchanged for Series A Preferred	Restricted	3(a)(9)
September 9, 2022	New Issuance	1,350,000	Series A Preferred	$0.00001	No	Aplicaciones Quimicas Epecial-izadas DelSureste, S.A. DE C.V. Beneficial Owner : Oscar Estudillo Quiñones	Common Stock Cancelled & Exchanged for Series A Preferred	Restricted	3(a)(9)
September 12, 2022	New Issuance	120,000	Common	$0.00001	No	Boris Goldstein 657 Via Faisan San Clemente, CA 92673	Asset Purchase Agreement	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Pusker,S.AdeC.V. Beneficial Owner : Jose Armando Pichardo Martinez	Debt Conversion	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Desarrollos Inmobiliarios Borlam, S.A.de C.V. Beneficial Owner : Josue Jesualdo Gomez Vela	Debt Conversion	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Farland Caput, S.A. de C.V. Beneficial Owner : Marina Burgueno Luna	Debt Conversion	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Samperini, S.A. de C.V. Beneficial Owner : Francisco Javier Martinez Bojorquez	Debt Conversion	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Atomic Tecnologia de Negocios, S.A. de C.V Beneficial Owner : Hector Fernando MorenoAldecoa	Debt Conversion	Restricted	4(a)(2)
September 12, 2022	Debt Conversion	6,000	Common	$0.00001	No	Agronegocios Trevor, S.A.de C.V. Beneficial Owner : Efrain Burgueno Luna	Debt Conversion	Restricted	4(a)(2)
October 17, 2022	Cancellation	-120,000	Common	$0.00001	No	BorisGoldstein657Via Faisan San Clemente, CA 92673	Unwinding of Asset Purchase Agreement	Restricted	4(a)(2)

43

October 19, 2022	New Issuance	160,000	Common	$0.00001	No	Ramasamy Balasubramanian No. 21- B, 5th Cross Street (South Phase) Thiru Vi Ka Industrial Estate Guindy Chennai Tamil Nadu 600032, India	Asset Purchase Agreement – By way of letter, Mr. Balasubramanian requested that 40,000,000 shares beissued to him and 5,000,000 to each of two different parties.	Restricted	4(a)(2)
October 19, 2022	New Issuance	40,000	Common	$0.00001	No	Crest Ventures, LLC520 Brickell KeyDr. #1607, Miami, FL 33131 Beneficial Owner : Charles Arnold	Business Development Agreement	Restricted	4(a)(2)
October 19, 2022	New Issuance	20,000	Common	$0.00001	No	Mark Croskery 3350 SW 148th Avenue Suite 203 Miramar, FL 33027	Employment Agreement	Restricted	4(a)(2)
October 19, 2022	New Issuance	20,000	Common	$0.00001	No	Wise Lane Busi- ness Advisory Ser- vices Inc. 263 W. 49th Ave. Vancouver, BC V5Y 2Z8 Canada Beneficial Owner: Ashok Subramanian	Asset Purchase Agreement – Shares assigned by Mr. Balasubramanian	Restricted	4(a)(2)
October 19, 2022	New Issuance	20,000	Common	$0.00001	No	Manideep Gopishetty 263 W.49th Ave Vancouver, BC V5Y 2Z8 Canada	Asset Purchase Agreement – Shares assigned by Mr. Balasubramanian	Restricted	4(a)(2)
November 23, 2022	New Issuance	40	Common	$0.00001	No	Philip Magri 2642 NE 9th Ave Ft. Lauderdale, FL33334	DebtSettlement	Restricted	4(a)(2)
November 23, 2022	New Issuance	60,000	Common	$0.00001	No	Kirubakaran Candasamy No: 2/4 Seethakathi Road, Mogappair East Nagar, Chennai Tamil Nadu 600037 India	Employment Agreement	Restricted	4(a)(2)

44

November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Pusker,S.AdeC.V. Beneficial Owner : Jose Armando Pichardo Martinez	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Desarrollos Inmobiliarios Borlam, S.A.deC.V. Beneficial Owner : Josue Jesualdo Gomez Vela	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Farland Caput, S.A. de C.V. Beneficial Owner :Marina Burgueno Luna	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Samperini, S.A.de C.V. Beneficial Owner : Francisco Javier Martinez Bojorquez	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Atomic Tecnologiade Negocios, S.A. de C.V Beneficial Owner : Hector Fernando Moreno Aldecoa	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	Debt Conversion	10,000	Common	$0.00001	No	Agronegocios Trevor, S.A.deC.V. Beneficial Owner : Efrain Burgueno Luna	Debt Conversion	Restricted	4(a)(2)
November 23, 2022	New Issuance	160,000	Common	$0.00001	No	Ramasamy Balasubramanian No. 21- B, 5th Cross Street (South Phase) Thiru Vi Ka Industrial Estate Guindy Chennai Tamil Nadu 600032, India	Employment Agreement	Restricted	4(a)(2)
November 23, 2022	New Issuance	500,000	Series A Preferred	$0.00001	No	Ramasamy BalasubramanianNo. 21- B, 5th Cross Street (South Phase) Thiru Vi Ka Industrial Estate Guindy Chennai Tamil Nadu 600032, India	Employment Agreement	Restricted	4(a)(2)
November 23, 2022	New Issuance	100,000	Series A Preferred	$0.00001	No	Kirubakaran CandasamyNo: 2/4 Seethakathi Road, Mogappair East Nagar, Chennai Tamil Nadu 600037 India	Employment Agreement	Restricted	4(a)(2)
March 21, 2023	New Issuance	505	Common	$0.00001	No	Integrity Media Inc. 12106 Rojo Roma Ave. Las Vegas, NV 89138 Beneficial Owner : Kurt Divich	Debt Conversion	Restricted	4(a)(2)
October 12, 2023	Cancellation	-320,000	Common	$0.00001	No	Ramasamy Balasubramanian No. 21- B, 5th Cross Street (South Phase) Thiru Vi Ka Industrial Estate Guindy Chennai Tamil Nadu 600032, India	Unwind Agreement	N/A	N/A

45

October 12, 2023	Cancellation	-60,000	Common	$0.00001	No	Kirubakaran Candasamy No: 2/4 Seethakathi Road, Mogappair East Nagar, Chennai Tamil Nadu 600037 India	Unwind Agreement	N/A	N/A
October 12, 2023	Cancellation	-500,000	Series A Preferred	$0.00001	No	Ramasamy Balasubramanian No. 21- B, 5th Cross Street (South Phase) Thiru Vi Ka Industrial Estate Guindy Chennai Tamil Nadu 600032, India	Unwind Agreement	N/A	N/A
October 12, 2023	Cancellation	-100,000	Series A Preferred	$0.00001	No	Kirubakaran Candasamy No: 2/4 Seethakathi Road, Mogappair East Nagar, Chennai Tamil Nadu 600037 India	Unwind Agreement	N/A	N/A
October 15, 2023	New Issuance	1,000,000	Common	$0.00001	No	Mohammed Zaveri 1f/19 Albudoor Bldg Naif, Dubai, UAE Postal Code: 95905	Asset Purchase Agreement	Restricted	4(a)(2)
October 16, 2023	New Issuance	3,000,000	Series A Preferred	$0.00001	No	Mohammed Zaveri 1f/19 Albudoor Bldg Naif, Dubai, UAE Postal Code: 95905	Asset Purchase Agreement	Restricted	4(a)(2)

* On January 16, 2024, FINRA made the 1-for-250 Reverse Split effective. As of that date, the reverse stock split resulted in our issued and outstanding shares being decreased from 299,198,575 shares of common stock to 1,196,824 shares of common stock. All references to shares issuances or share amounts throughout this Report account for the 1-for-250 reverse stock split (excluding narrative related to past corporate events).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON

ACCOUNTING AND FINANCIAL DISCLOSURE

On January 11, 2024, the Company dismissed Gries & Associates, LLC (“Gries”) as the Company’s independent registered public accounting firm. The board of directors of the Company approved the dismissal of Gries. Gries’ audit reports on the Company’s financial statements for each of fiscal years ended May 31, 2023, and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, with one exception. Gries’ audit report dated September 28, 2023, related to the Company’s financial statements for the year ended May 31, 2023, contained an explanatory paragraph as to the uncertainty of the Company’s ability to continue as a going concern. During the fiscal years ended May 31, 2023 and 2022, and the subsequent interim period through August 31 2023, there were no disagreements between the Company and Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to Gries’ satisfaction, would have caused Gries to make reference to the subject matter of the disagreement in connection with its audit reports.

On January 16, 2024, the Company appointed Victor Mokuolu, CPA (“Mokuolu”) as the Company’s new independent registered public accounting firm effective as of January 16, 2024. The board of directors of the Company approved the appointment of Mokuolu. During the fiscal year ended May 31, 1023, and the period from June 1, 2023, through the date of Mokuolu’s appointment, neither the Company, nor anyone acting on its behalf, consulted with a regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Mokuolu did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement or a reportable event.

Interests of Named Experts and Counsel

No expert or counsel named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Shares was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Jonathan D. Leinwand, P.A., will pass on the validity of the Shares being offered pursuant to this Offering Circular.

46

Table of Contents

DESCRIPTION OF SHARES

Our Articles of Incorporation provides that we may issue up to 600,000,000 shares of common stock, $0.00001 par value per share, referred to as common stock, and 100,000,000 shares of preferred stock, $0.00001 par value per share, of which 10,000,000 shares of Series A Preferred Stock, 10,000,000 shares of Series B Preferred Stock, and 10,000,000 shares of Series C Preferred Stock. As of the date of this Offering Circular, there are 37,197,373 outstanding shares of common stock issued and outstanding. Upon completion of the maximum offering, 87,197,373 shares of our common stock will be issued and outstanding and 5,350,000 shares of Series A Convertible Preferred Stock are also issued and outstanding as of the date of this Offering Circular  and NIL shares of Series B Preferred Stock and Series C Preferred Stock issued and outstanding as of the date of this Offering Circular.

Under Nevada law, our stockholders generally are not personally liable for our debts and obligations solely as a result of their status as stockholders.

Common Stock

All of the shares of our common stock offered hereby will be duly authorized, validly issued, fully paid and non- assessable and all of the shares of our common stock have equal rights as to earnings, assets, dividends and voting. Subject to the preferential rights of holders of any other class or series of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by our board of directors out of funds legally available therefor. Shares of our common stock generally have no preemptive, appraisal, preferential exchange, conversion, sinking fund or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws, by contract or by the restrictions in our Articles of Incorporation. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after payment of or adequate provision for all of our known debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time, and our Articles of Incorporation restrictions on the transfer and ownership of our stock.

Except as may otherwise be specified in the terms of any class or series of our common stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as may be provided with respect to any other class or series of stock, the holders of shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the votes cast in the election of directors.

Publicly Quoted or Traded Securities:

Trading symbol:	BDCC
Exact title and class of securities outstanding:	Common Stock
CUSIP:	10973Y107
Par or stated value:	$0.00001
Total shares authorized:	500,000,000	as of date: 02.29.2024
Total shares outstanding:	37,197,373	as of date: 02.29.2024
Total number of shareholders of record:	60	as of date: 02.29.2024

Other classes of authorized or outstanding equity securities that do not have a trading symbol:

Exact title and class of the security:	Series A Preferred Stock
CUSIP (if applicable):	N/A
Par or stated value:	$0.00001
Total shares authorized:	10,000,000	as of date: 02.29.2024
Total shares outstanding:	4,350,000	as of date: 02.29.2024
Total number of shareholders of record:	2	as of date: 02.29.2024
Exact title and class of the security:	Series B Preferred Stock
CUSIP (if applicable):	N/A
Par or stated value:	$0.50
Total shares authorized:	10,000,000	as of date: 04.18.2024
Total shares outstanding:	0	as of date: 04.18.2024
Total number of shareholders of record:	0	as of date: 04.18.2024
Exact title and class of the security:	Series CPreferred Stock
CUSIP (if applicable):	N/A
Par or stated value:	$0.70
Total shares author:ized	10,000,000	as of date: 04.18.2024
Total shares outstanding:	0	as of date: 04.18.2024
Total number of shareholders of record:	0	as of date: 04.18.2024

47

Security Description:

1.  For common equity, describe any dividend, voting and preemption rights.

The common stock votes one vote per share on all matters brought before the shareholders of the company, including the election of directors. Shareholders are entitled to dividends if and when declared by the board of directors of the company. The common stock of the company does not have preemption rights.

2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.

On September 9, 2022, the Company filed a Certificate of Amendment together with Amended & Restated Articles of Incorporation (“Restated Articles”) with the Secretary of State of the State of Nevada increasing its authorized shares of common stock from 500,000,000 shares, par value $0.00001, to 600,000,000 shares, par value, $0.00001 and also created a new class of Preferred Stock totaling 100,000,000 shares, par value $0.00001.

On April 11, 2024, the Company filed a Certificate of Designation (“Certificate of Designation”) with the Secretary of State of the State of Nevada that provided for the creation of Series B Preferred Stock and Series C Preferred Stock from the previously authorized but undesignated shares of the Company’s preferred stock.

Series A Preferred Stock

In the Restated Articles, 10,000,000 shares of our preferred stock were designated as Series A Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications, and limitations:

Conversion . Each share of Series A Preferred Stock is convertible into 20 share of the Company’s common stock.

Voting . The holders of shares of Series A Preferred Stock shall vote on an “as converted” unless and until such shares are converted into shares of common stock, par value $.00001 per share, of the Company. The holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying the number of shares of Series A Preferred Stock held by such holder by 100.

Series B Preferred Stock

In the Certificate of Designation, 10,000,000 shares of our preferred stock were designated as Series B Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications, and limitations:

Conversion . Each share of Series B Preferred Stock is convertible into 1 share of the Company’s common stock.

Voting . The holders of shares of Series B Preferred Stock shall vote on an “as converted” unless and until such shares are converted into shares of common stock, par value $.00001 per share, of the Company. The holder of each share of Series B Preferred Stock shall have such number of votes as is determined by multiplying the number of shares of Series B Preferred Stock held by such holder by 1.

Series C Preferred Stock

In the Certificate of Designation, 10,000,000 shares of our preferred stock were designated as Series C Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock have the following rights, preferences, powers, privileges and restrictions, qualifications, and limitations:

Conversion . Each share of Series C Preferred Stock is convertible into 1 share of the Company’s common stock.

Voting . The holders of shares of Series C Preferred Stock shall vote on an “as converted” unless and until such shares are converted into shares of common stock, par value $.00001 per share, of the Company. The holder of each share of Series C Preferred Stock shall have such number of votes as is determined by multiplying the number of shares of Series C Preferred Stock held by such holder by 1.

48

Table of Contents

Indemnification

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Corporation or, while serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any by law, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

Limitation of Director Liability

Nevada law currently provides that our directors will not be personally liable to our Company or our stockholders for monetary damages for any act or omission as a director other than in the following circumstances:

	·	the director breaches his fiduciary duty to our Company, or our stockholders and this breach involves intentional misconduct, fraud, or a knowing violation of law; or
	·	our Company makes an unlawful payment of a dividend or unlawful stock purchases, redemptions, or other distributions.

As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors. Our Articles of Incorporation do not provide for such expanded liability.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Meetings of Shareholders

Meetings of shareholders shall be held at such time and place as provided in the Bylaws of the Corporation. At all meetings of the shareholders, one-third of all votes entitled to be cast at the meeting shall constitute a quorum.

No Cumulative Voting

There shall be no cumulative voting for the election of directors.

Action by Shareholders

Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders having the minimum number of votes necessary to authorize or take such action at a meeting at which all of the Shares entitled to vote thereon were present and voted.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been a limited market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

49

Table of Contents

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

	·	1% of the number of shares of our Common Stock then outstanding; or
	·	the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Ability to Void a Sale of Shares

We have the right to void a sale of Shares in the Offering and compel an investor to return them to us, if we have reason to believe that such  investor acquired the Shares as a result of a misrepresentation, including with respect to such shareholder’s representation that it is a “qualified purchaser” or an “accredited investor” as defined pursuant to Regulation A or Regulation D promulgated under the Securities Act, respectively, or if the investor or the sale to the investor is otherwise in breach of the requirements set forth in our Articles of incorporation, as amended, or bylaws, copies of which are exhibits to the Offering Statement in which this Offering Statement has been filed with the SEC.

Rights as a Stockholder

Except as otherwise provided in the Shares or by virtue of such holder’s ownership of Shares of Common Shares, the holder of a Share does not have the rights or privileges of a holder of Common Shares, including any voting rights.

Governing Law

The Shares are governed by and construed in accordance with the laws of the State of Nevada. The foregoing is a brief summary of certain terms and conditions of the Shares to be issued in connection with this Offering and subject in all respects to the provisions contained in the Shares.

Tax Considerations

No Independent Counsel

Jonathan D. Leinwand, P.A. (“Counsel”) represent the Company and its affiliates from time-to-time in a variety of matters. Counsel does not represent any of the Investors in connection with the Company. Counsel represents the Company and its affiliates, including with respect to the Company’s role in relation to the Company.

By acquiring Shares in the Company, each Investor will be deemed to have waived any conflict and agreed that Counsel may act for the Company, affiliates of the Company or any or all of them in matters adverse to such Investor and/or the Company.

TRANSFER AGENT

Our transfer agent is TranShare Corporation, with an address at Bayside Center 1 17755 North US Highway 19, Suite 140 Clearwater, FL 33764, Phone: 303-662-1112 Email: kwhitside@transhare.com.

TranShare Corporation is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

50

Table of Contents

VALIDITY OF COMMON STOCK

The validity of the securities offered hereby will be passed upon by Jonathan D. Leinwand, P.A. 

REPORTS

As a Tier 1, Regulation A filer, we are not required to file reports as prescribed by Regulation A+ of the Securities Act of 1933.

LEGAL MATTERS

Certain legal matters with respect to the securities offered hereby will be passed upon by Jonathan D. Leinwand, P.A.

EXPERTS

The valid issuance of Shares of the Company appearing throughout this Offering Circular has been opined upon by the law firm of Jonathan D. Leinwand, P.A., and upon the authority of that firm as experts in corporate and securities laws.

AVAILABLE INFORMATION

We have filed with the SEC an offering circular on Form 1-A under the Securities Act with respect to the Shares offered hereby. This offering circular, which constitutes part of the offering circular, does not contain all of the information set forth in the offering circular and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our Shares and our Company, please review the offering circular, including exhibits, schedules and reports filed as a part thereof. Statements in this offering circular as to the contents of any contract or other document filed as an exhibit to the offering circular, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance, reference is made to the copy of such document filed as an exhibit to the offering circular, each such statement being qualified in all respects by such reference.

A copy of the offering circular and the exhibits and schedules that were filed with the offering circular may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the offering circular may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

51

Table of Contents

POWER AMERICAS RESOURCES GROUP LTD

CONSOLIDATED BALANCE SHEETS

		May 31, 2023				May 31, 2022
ASSETS
Current assets
Cash		$	54			$	317
Total current assets			54				317
Total assets		$	54			$	317
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities			114,066				209,860
Derivative liability			14,032				7,526
Note payable			447,266				128,000
Convertible notes			12,500				32,500
Total current liabilities			587,864				377,886
Total liabilities			587,864				377,886
Stockholders' deficit
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, 1,950,000 and 0 shares issued and outstanding as of May 31, 2023 and 2022, respectively			195				-
Common stock, $0.00001 par value, 500,000,000 shares authorized, 144,198,575 and 197,260 shares issued and outstanding as of May 31, 2023 and 2022, respectively			1,459				20
Additional paid in capital			7,116,286				2,021,264
Accumulated deficit			(7,705,750	)			(2,398,853	)
Total stockholders' deficit			(587,810	)			(377,569	)
Total liabilities and stockholders' deficit		$	54			$	317

See accompanying notes to the consolidated financial statements

F-1

Table of Contents

POWER AMERICAS RESOURCES GROUP LTD

CONSOLIDATED STATEMENTS OF OPERATIONS

		For the years ended
		May 31, 2023				May 31, 2022
Revenue		$	-			$	-
Operating expenses
General and administration			84,046				788
Professional fees			334,118				76,395
Total operating expenses			418,164				77,183
Loss from operations			(418,164	)			(77,183	)
Other income (expenses)
Interest expense			(28,464	)			(11,576	)
Loss on change of derivative liability			(6,577	)			(47	)
Foreign currecy translation			2,755				(758	)
Gain on forgiveness of notes payable			143,553				84,557
Impairment of intangible assets			(5,000,000	)			-
Total income (expenses)			(4,888,733	)			72,176
Net loss before tax provision			(5,306,897	)			(5,007	)
Tax provision			-				-
Net loss		$	(5,306,897	)		$	(5,007	)
Net loss per common share - basic and diluted		$	(0.04	)		$	(0.03	)
Weighted average number of common shares outstanding - basic and diluted			144,072,240				197,260

See accompanying notes to the consolidated financial statements

F-2

Table of Contents

POWER AMERICAS RESOURCES GROUP LTD

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
Balance, May 31, 2021			-				-				197,260				20				1,918,742				(2,393,846	)			(475,084	)
Derivative liability written off to additional paid in capital			-				-				-				-				102,522				-				102,522
Net loss			-				-				-				-				-				(5,007	)			(5,007	)
Balance, May 31, 2022			-				-				197,260				20				2,021,264				(2,398,853	)			(377,569	)
Shares issued for debt conversion			-				-				24,000,000				240				23,760				-				24,000
Share issued for settlement of accrued expenses			-				-				10,000				-				10				-				10
Common shares converted to preferred shares			1,350,000				135				(135,000	)			(1	)			(134	)			-				-
Shares issued for services			600,000				60				70,126,315				700				69,840				-				70,600
Shares issued for asset purchase agreement			-				-				50,000,000				500				4,999,500				-				5,000,000
Derivative liability written off to additional paid in capital			-				-				-				-				2,046				-				2,046
Net loss			-				-				-				-				-				(5,306,897	)			(5,306,897	)
Balance, May 31, 2023			1,950,000				195				144,198,575				1,459				7,116,286				(7,705,750	)			(587,810	)