UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~November 1725, ~~2023~~2024 (~~February~~November 721, ~~2023~~2024)

~~POWER~~BLACKWELL ~~AMERICAS~~3D ~~RESOURCE~~CONSTRUCTION ~~GROUP LTD~~CORP. (Exact name of registrant as specified in its charter)

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

~~3350~~706-12 SWBayswater ~~148th~~Bay ~~Avenue~~By Omniyat

~~Suite~~Business ~~203~~Bay, Dubai 00000

~~Miramar,~~United FLArab ~~33027~~Emirates

Tel.: + 1 ~~(888) 507-4751~~ 7027180807

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

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

__________________________________________

(Former Name or Former Address,

if Changed Since Last Report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A ~~PARG~~N/A 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~~BLACKWELL ~~AMERICAS~~3D ~~RESOURCE~~CONSTRUCTION ~~GROUP LTD~~CORP.

Form 8-K

Current Report

Item 5.~~02.~~03 ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

On ~~February~~November 721, ~~2023~~2024, the Board of Directors, (pursuant to its authority to create and establish provisions for new classes of preferred stock, approved the ~~“Board”)~~Certificate of ~~Power~~Designation ~~Americas~~establishing ~~Resource~~a ~~Group~~new ~~Ltd.~~Series (D Preferred Stock and the ~~“Company”)~~rights, ~~elected~~preferences Mrand privileges thereof. The ~~Prabhu~~Certificate ~~Rajendiran~~of asDesignation anwas ~~independent~~filed ~~director~~with the Secretary of State of the State of Nevada on November 21, to2024 ~~serve~~and ~~until~~effective the ~~next~~same ~~annual~~day. Some ~~meeting~~of the material terms for the new shares of Series C Preferred Stock include: (i) the ~~Corporation~~number orof ~~until~~shares ~~his~~constituting ~~respective~~Series ~~successor~~D ispreferred ~~duly~~stock ~~appointed.~~shall ~~Additionally~~be ten million (10,000,000) Mrshares out of the total one hundred million preferred shares authorized by the Company, (ii) the Series D preferred shall have a par value of $0.00001 ~~Rajendiran~~per ~~has~~share ~~been~~and ~~appointed~~shall tobe ~~serve~~designated as a“Series ~~member~~D Preferred Stock”, (iii) each share of ~~the~~Series ~~Corporation’s~~C ~~Audit~~preferred ~~Committee~~stock shall non-voting, (iv) Series D Preferred Stock Holders must hold their shares for a period one (1) year prior to ~~serve~~conversion. ~~until~~For the ~~next~~full ~~annual~~summary ~~meeting~~of the rights, powers and preferences of the ~~Corporation~~Series orC ~~until~~preferred ~~his~~shares ~~respective~~please ~~successor~~see isinformation ~~duly~~set ~~appointed~~forth in the Certificate of Designation attached on Exhibit 3.1 of this report and incorporated herein by reference hereto.

~~Mr.~~Item Prabhu Rajendiran is a Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and Associate Member of the Institute of Cost Accountants of India (ICMAI) and founder of a Chartered Accountant Firm S Janarthanam and Co, located in Chennai, Tamil Nadu, India8.01 HeOther ~~is an established tax professional with over 12 years of service experience~~Events. During this time, he has handled a wide range of assignments across direct tax, indirect tax matters and has developed strong relationships with senior client stakeholders. Mr. Rajendiran has worked extensively with large domestic companies and multinational entities in setting up or rationalizing business models and nationwide distribution structures. His specific areas of expertise are Direct tax, Indirect tax and Companies Act with special focus on handling Income Tax Assessments, GST Assessments, Companies Act related matters and analyzing risk in various industries via Manufacturing, Media, Hotel, Education, Automobile and Service Industries.

The ~~board of directors of the~~ Company ~~has~~recently ~~affirmatively~~obtained ~~determined~~commercial ~~that~~office ~~Mr.~~space ~~Rajendiran~~located ~~meets~~at ~~the~~706-12 ~~applicable~~Bayswater ~~standards~~Bay ~~for~~By anOmniyat, ~~independent~~Business ~~director~~Bay, ~~under~~Dubai ~~both~~00000 ~~the~~consisting ~~rules~~ of ~~the~~approximately ~~New~~250 ~~York~~square ~~Stock~~meters ~~Exchange~~which ~~and~~will ~~Rule~~serve ~~10A-3~~as ~~under~~ the ~~Securities~~Company’s ~~Exchange~~new ~~Act~~corporate ofheadquarters ~~1934~~in the U.A.E.

~~Other~~Item ~~than the foregoing, Mr~~9.01 ~~Rajendiran~~Financial isStatements ~~not~~and party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is either party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the CompanyExhibits.

A(d) ~~copy of the Company’s press release announcing Mr~~Exhibits. ~~Rajendiran’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.~~

Item 8.01. Other Events.

3.1	Certificate of Designation for Blackwell 3d Construction Corp., Series D Preferred Shares dated November 21, 2024.

104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Establishment of Audit Committee and Adoption of Audit Committee Charter.~~2

On February 7, 2023, the Board established an audit committee (the “Audit Committee”) and approved and adopted a charter (the “Audit Committee Charter”) to govern the Audit Committee, copy of which is attached hereto as Exhibit 99.2. The general purpose of the Audit Committee, as set forth in the Audit Committee Charted is to: (i) oversee the accounting and financial reporting processes of Corporation’s, oversee the Corporation’s systems of internal controls over financial reporting, and facilitate independent external audits of the Company’s consolidated financial statements; (ii) oversee the Company’s relationship with its independent auditors, including appointing or changing the Company’s auditors and ensuring their independence; and, (ii) provide oversight regarding significant financial matters, including the Company’s tax planning, treasury policies, dividends and share issuance and repurchases.SIGNATURES

~~Additionally,~~Pursuant to the ~~board~~requirements of ~~directors~~the ~~appointed~~Securities ~~the~~Exchange ~~following~~Act ~~persons~~of as1934, the ~~initial~~registrant ~~members~~has ofduly caused this report to be signed on its behalf by the ~~Corporation’s~~undersigned ~~Audit~~thereunto ~~Committee:~~duly authorized.

1. Mr. Ramasamy Balasubramanian, the Corporation’s current Chief Financial Officer 2. Mr. Kumar Elumalai, an independent member of the Corporation’s Board of Directors 3. Mr. Prabhu Rajendiran is, an independent member of the Corporation’s Board of Directors

		BLACKWELL 3D CONSTRUCTION CORP.

Dated: November 27, 2024		/s/Mohammed Saif Zaveri
		By: Mohammed Saif Zaveri
		Its: Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated February 8, 2023.
99.2		Audit Committee Charter
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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

	POWER AMERICAS RESOURCE GROUP LTD.
Dated: February 17, 2023		/s/ Mark Croskery
		By: Mark Croskery
		Its: Chief Executive Officer

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