UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)~~: October 24, 2022 (October 19, 2022)~~

February 7, 2023

(February 2, 2023)

POWER AMERICAS RESOURCE GROUP LTD.

(Exact name of registrant as specified in its charter)

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

3350 SW 148th Avenue

Suite 203

Miramar, FL 33027

Tel.: + 1 (888) 507-4751

(Address, including zip code, and telephone number,

including area code, of registrant'’s principal executive offices)

~~30211 Avenida de Las Banderas, Suite 200-2002~~______________________________________________

Rancho Santa Margarita, CA 92688

(Former Name or Former Address,

if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		PARG		N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

POWER AMERICAS RESOURCE GROUP LTD.

Form 8-K

Current Report

Item 15.02. ~~Termination~~Departure of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~February 192, ~~2022~~2023, the ~~Company~~Board ~~and~~of ~~Boris~~Directors ~~Goldstein, an individual~~ (~~“Goldstein”) entered into that certain Unwind Agreement and Mutual Release (~~the “~~Unwind Agreement~~Board”), ~~for the purpose~~ of ~~unwinding,~~Power ~~and~~Americas ~~rendering~~Resource ~~void,~~Group ~~the~~Ltd. ~~Asset Purchase Agreement~~ (~~“Original~~the ~~APA~~“Company”) ~~executed~~elected ~~by and between the Company and Goldstein on September 9, 2022~~Mr. ~~The~~Kumar ~~Parties~~Elumalai ~~have~~as ~~mutually~~an ~~and~~independent ~~voluntarily~~member ~~agreed~~ to ~~unwind~~ the ~~transaction contemplated by the Original APA. Accordingly, the~~ Company’s ~~shall~~Board ~~return~~of ~~all the Assets acquired per the Original APA once Goldstein has cancelled~~Directors, ~~and returned~~ to ~~the~~serve ~~Company’s~~until ~~treasury,~~ the ~~30,000,000~~next ~~restricted~~annual ~~shares~~meeting of the ~~Company’s~~Corporation ~~common~~or ~~stock~~until hehis ~~received~~respective ~~per~~successor ~~the~~is ~~terms~~duly ~~of the Original APA~~appointed.

~~Each~~Mr. ofElumalai ~~Company~~is a Practicing Chartered Accountant and ~~Goldstein~~Fellow ~~have~~Member ~~made~~of ~~other~~the ~~representations~~Institute asof ~~part~~Chartered Accountants of ~~the~~India ~~Unwind~~(ICAI) ~~Agreement~~and founder of a Chartered Accountant Firm N. ~~The~~Naresh ~~specific~~and ~~terms~~Co, located in Chennai, Tamil Nadu, India. Since 2007, Mr. Elumalai has been a Practicing Chartered Accountant with N. Naresh and ~~conditions~~Co., located in Chennai, Tamil Nadu, India., an accountancy firm of ~~the~~which ~~Unwind~~he ~~Agreement~~was ~~may~~also bea ~~found~~founder. byN. ~~referring~~Naresh toand ~~Exhibit~~Co. 10is a leading chartered accountancy firm rendering comprehensive professional services which include audit, management consultancy, tax consultancy, accounting services, Stock audit services.01 Mr. Elumalai specializes in taxation with over 25 years of professional services experience, ~~which~~during this time, he has handled a wide range of assignments across direct tax, indirect tax matters as well as cross border transactions and has developed strong relationships with senior client stakeholders. He has extensively worked with large domestic companies and multinational in setting up or rationalizing business models and nationwide distribution structures, including cross border trade flows and setting up operations in India. Additionally, he is ~~incorporated~~a ~~herein~~member byof ~~reference~~the Board of Directors of Orscheln Technologies Private Limited, (a US Based Company), located in Chennai, Tamil Nadu, India since 2017.

~~Item~~The 2board of directors of the Company has affirmatively determined that Mr.01 ~~Completion~~Elumalai meets the applicable standards for an independent director under both the rules of ~~Acquisition~~the orNew ~~Disposition~~York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of ~~Assets~~1934. Mr. Elumalai will not be compensated by the Company for his services as a director and he has not entered into an employment agreement with the Company.

~~The~~Other ~~information~~than ~~regarding~~ the ~~Unwind~~foregoing, ~~Agreement~~Mr. ~~set~~Elumalai ~~forth~~is innot ~~Item~~party ~~1.02~~to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is ~~incorporated~~either ~~herein~~party byto ~~reference~~any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

~~ITEM~~A 5copy of the Company’s press release announcing Mr.~~02.~~ ~~DEPARTURE~~Elumalai’s OFelection ~~DIRECTORS~~is ORattached ~~PRINCIPAL~~hereto ~~OFFICERS;~~as ~~ELECTION~~Exhibit OF99.1 ~~DIRECTORS;~~and ~~APPOINTMENT~~incorporated OFby ~~PRINCIPAL~~reference ~~OFFICERS~~herein.

AsItem of9.01. ~~October~~Financial ~~19,~~Statements ~~2022, Boris Goldstein resigned as Secretary~~ and ~~Director of the Company~~Exhibits. ~~The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.~~

As(d) ~~of October 19, 2022, Mark Croskery, the Company’s current Chief Executive Officer, was appointed as the Company’s Secretary.~~ Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

99.1		Press Release dated February 2, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.~~2

Exhibit
Number	Description of Exhibit	Filing
10.01	Unwind Agreement & Mutual Release by and between the Company and Boris Goldstein executed on October 19, 2022.	Filed herewith.
104	Cover Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

	POWER AMERICAS RESOURCE GROUP LTD.

Dated: February 7, 2023	/s/ Mark Croskery
	By:	Mark Croskery
	Its:	Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~ 3

	POWER AMERICAS RESOURCE GROUP LTD.
Dated: October 24, 2022	/s/ Mark Croskery
	By:	Mark Croskery
	Its:	Chief Executive Officer

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