BLACKWELL 3D CONSTRUCTION CORP. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-02-02: Form 8-K; Period of report 2026-02-02; Description 5.06 Change in Shell Company Status; Details 5.06.
- 2025-03-19: Form 8-K; Period of report 2024-12-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-11-27: Form 8-K; Period of report 2024-11-21; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
- 2023-02-17: Form 8-K; Period of report 2023-02-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-02-02 | 8-K | 2026-02-02 | 5.06 Change in Shell Company Status | 5.06 Following the effectiveness of its registration statement on Form 10 in February 2025, Blackwell 3D Construction Corp. (the “Company”) began executing its stated plan of operations through a series of substantive operational, commercial, and regulatory activities. | bdcc_8k.htm |
| 2025-03-19 | 8-K | 2024-12-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Board of Directors of Blackwell 3D Construction Corp. (the “Company”) appointed Mahesh Krishnamurthy (“Mr. Krishnamurthy”), as a member of the Board of Directors and Mr. Krishnamurthy accepted such appointment effective December 30, 2024 and Shrihari Allangala (“Mr. Allangala”), as a member of the Board of Directors and Mr. Allangala accepted such appointment effective January 10, 2025. | parg_8k.htm |
| 2024-11-27 | 8-K | 2024-11-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On November 21, 2024, the Board of Directors, pursuant to its authority to create and establish provisions for new classes of preferred stock, approved the Certificate of Designation establishing a new Series D Preferred Stock and the rights, preferences and privileges thereof. | parg_8k.htm |
| 2023-02-17 | 8-K | 2023-02-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 7, 2023, the Board of Directors (the “Board”) of Power Americas Resource Group Ltd. (the “Company”) elected Mr. Prabhu Rajendiran as an independent director, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. 8.01 Establishment of Audit Committee and Adoption of Audit Committee Charter. | parg_8k.htm |
| 2023-02-07 | 8-K | 2023-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 2, 2023, the Board of Directors (the “Board”) of Power Americas Resource Group Ltd. (the “Company”) elected Mr. Kumar Elumalai as an independent member to the Company’s Board of Directors, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. | parg_8k.htm |
| 2022-10-25 | 8-K | 2022-10-19 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 On October 19, 2022, the Company and Boris Goldstein, an individual (“Goldstein”) entered into that certain Unwind Agreement and Mutual Release (the “Unwind Agreement”), for the purpose of unwinding, and rendering void, the Asset Purchase Agreement (“Original APA”) executed by and between the Company and Goldstein on September 9, 2022. 2.01 The information regarding the Unwind Agreement set forth in Item 1.02 is incorporated herein by reference. 5.02 As of October 19, 2022, Boris Goldstein resigned as Secretary and Director of the Company. | parg_8k.htm |
| 2022-10-25 | 8-K | 2022-10-18 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On October 23, 2022 (the “Closing Date”), Power Americas Resource Group Ltd. (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” (the “Assets”), which is a complete IT solution for the Construction/Infrastructure industry based on the concept of “Digital Twin.” A Digital Twin is a virtual representation of an object or system that spans its lifecycle from concept to retirement. 2.01 The information regarding the Purchase Agreement and the Acquisition set forth in Item 1.01 is incorporated herein by reference. 3.02 The Shares issuable pursuant to the RB APA disclosed in Item 1.01 above were issued in reliance upon the exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the United States. 5.02 On October 21, 2022, the Company and Mr. Croskery entered into an Executive Employment Agreement pursuant to which Mr. Croskery shall serves as the Company’s Chief Executive Officer, President, Secretary & Director for a period of 12 months and in exchange Mr. Croskery shall receive compensation as follows: (i) beginning November 1, 2022, through February 2023, Mr. Croskery shall receive $5,000 USD per month; (ii) then beginning on March 1, 2023, through June 2023 Mr. Croskery shall receive $8,000 USD per month; and, (iii) beginning on July 1, 2023, through October 2023 Mr. Croskery shall receive $10,000 USD per month. | parg_8k.htm |
| 2022-09-15 | 8-K | 2022-09-09 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 1.01 On September 9, 2022 (the “Closing Date”), Power Americas Resource Group Ltd. (the “Company”) and Boris Goldstein, an individual (“Goldstein”) closed on an Asset Purchase Agreement pursuant to which the Company acquired certain assets belonging to Goldstein as set forth in the appendix to the Purchase Agreement (the “Acquisition”). 2.01 The information regarding the Purchase Agreement and the Acquisition set forth in Item 1.01 is incorporated herein by reference. 3.02 The Shares issuable pursuant to the Purchase Agreement disclosed in Item 1.01 above were issued in reliance upon the exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the United States. 5.01 · As of September 13, 2022, Kevin G. Malone resigned from all positions with the Company, including but not limited to those of President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director. · As of September 13, 2022, Mark Croskery was appointed as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer and Director. · As of September 13, 2022, Boris Goldstein was appointed as Secretary and Director. 5.02 Kevin G. Malone resigned from all positions with the Company, effective as of September 13, 2022 including those of President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary Director. 5.06 As a matter of law, upon the closing of the Purchase Agreement, the Company is no longer considered a “shell company” as that term is defined in Rule 405 of the Securities Act of 1933, as amended. | parg_8k.htm |
| 2022-09-12 | 8-K | 2022-09-09 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 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. | parg_8k.htm |
| 2022-07-21 | 8-K | 2022-03-16 | 8.01 Other Events | 8.01 On June 28, 2022, our Board of Directors approved a reverse stock split of our issued and authorized shares of common stock on the basis of 50 old shares for one (1) new share. | parg_8k.htm |
| 2019-03-04 | 8-K | 2019-02-11 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 On February 11, 2019, pursuant to a Stock Purchase Agreement, dated November 21, 2017, by and among Stephan Pilon, Pol Brisset (the “Selling Stockholders”), and Redstone Ventures, LTD (the “Purchaser”), the Purchaser purchased an aggregate of 7,561,000 shares of common stock of Brisset Beer International, Inc., a Nevada corporation (the “Company”), from the Selling Stockholders for $0.00238 per share, or an aggregate purchase price of $18,000. 5.02 On February 11, 2019, 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. | form8k021119.htm |
| 2018-04-27 | 8-K | 2018-04-27 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 a) On April 18, 2018, Brisset Beer International, Inc., a Nevada corporation (the "Company"), dismissed its independent registered public accounting firm, ZBS Group, LLC ("ZBS Group"). | form8k041818.htm |
| 2018-04-20 | 8-K | 2018-03-02 | 1.02 Termination of a Material Definitive Agreement | 1.02 On March 2, 2018, the Registrant's wholly-owned subsidiary, Biere Brisset International Inc., a Canadian company ("BBII"), and 90127-2021 Quebec Inc., a Quebec company doing business as Breuvages Blue Spike ("Blue Spike"), entered into a Mutual Discharge Agreement (the "Termination Agreement"), pursuant to which the parties mutually agreed to terminate that certain Manufacturing and Distribution Agreement, dated December 2, 2014, and amended on April 1, 2016 (the "Distribution Agreement"), between BBII and Blue Spike. | form8k030218.htm |
| 2018-02-21 | 8-K | 2018-02-20 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 5, 2018, the Registrant filed Current Report on Form 8-K under Item 4.01 (Changes in Registrant's Certifying Accountant) therein disclosing that on May 9, 2017, ZBS Group, LLC ("ZBS Group") declined to continue as the Registrant's auditors and that the Registrant engaged BF Borgers CPA PC ("BF Borgers") as its principal accountant to audit the Company's financial statements and review the Company's unaudited interim financial reports. | form8k022018.htm |
| 2018-02-07 | 8-K | 2017-12-12 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On July 10, 2017, the Company was notified by its independent accountant, BF Borgers CPA PC ("BF Borgers"), that during its review of the unaudited financial statements for the fiscal quarter ended February 28, 2017, it discovered that there were errors in the valuation of Class A and Class B warrants issued by the Company on August 22, 2016 to Stephane Pilon and Pol Bisset, the Company's executive officers and directors. | form8k121217.htm |
| 2018-02-05 | 8-K | 2017-05-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On May 9, 2017, Brisset Beer International, Inc., a Nevada corporation (the "Company"), was informed by its independent registered public accounting firm, ZBS Group, LLC ("ZBS Group"), that the firm declined to continue as the Company's auditors because Section 203 of the Sarbanes-Oxley Act requires rotation from the lead or coordinating audit partner having primary responsibility for the audit or review of the audit if such partner has performed services for the particular issuer in each of the five (5) prior fiscal years. | form8k050917.htm |
| 2015-12-24 | 8-K | 2015-12-22 | 8.01 Other Events | form8k122215.htm | |
| 2015-11-17 | 8-K | 2015-11-13 | 8.01 Other Events | 8.01 On November 13, 2015, Brisset Beer International, Inc. (the “Registrant”) closed a private placement of 75,000 units at $0.30 per unit for total proceeds of $22,500. | form8k111315.htm |
| 2015-09-09 | 8-K | 2015-09-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 3, 2015, Brisset Beer International, Inc., a Nevada corporation, (the “Registrant”), amended the Employment Agreement dated January 12, 2015 (the “Agreement”) with Stéphane Pilon, its principal executive officer. | form8k090415.htm |
| 2015-08-11 | 8-K | 2015-08-10 | 8.01 Other Events | 8.01 On August 10, 2015, Brisset Beer International, Inc. (the “Registrant”) closed a private placement of 65,000 units at $0.30 per unit for total proceeds of $19,500. | form8k081015.htm |
| 2015-05-19 | 8-K | 2015-05-15 | 8.01 Other Events | 8.01 On May 15, 2015, Brisset Beer International, Inc. (the “Registrant”) closed a private placement of 140,000 units at $0.20 per unit for total proceeds of $28,000. | form8k051515.htm |
| 2015-03-02 | 8-K | 2015-02-27 | 8.01 Other Events | 8.01 On February 27, 2015, Brisset Beer International, Inc. (the “Registrant”) closed a private placement of 135,000 units at $0.20 per unit for total proceeds of $27,000. | form8k022715.htm |
| 2015-01-15 | 8-K | 2015-01-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 12, 2015, Brisset Beer International, Inc., a Nevada corporation, (the “Registrant”), entered into an employment agreement with Stéphane Pilon, its principal executive officer. | form8k011215.htm |
| 2014-12-08 | 8-K | 2014-12-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into Material Definitive Agreement. | form8k120414.htm |
| 2014-12-04 | 8-K | 2014-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 30, 2014, Brisset Beer International, Inc., a Nevada corporation, (the “Registrant”) entered into a service agreement with Stéphane Pilon, its principal executive officer. | form8k12114.htm |
| 2014-11-14 | 8-K | 2014-11-10 | 8.01 Other Events | 8.01 Brisset Beer International, Inc. (the “Company”) entered into a Service Agreement with Sandberg International Limited to provide investor relations for the Company, including facilitating phone calls through the investor relations line and the distribution of investor packages to interested parties, and any parameters that fit the Company’s business plan. | form8k111014.htm |
| 2014-08-14 | 8-K | 2014-08-14 | 8.01 Other Events | 8.01 Effective August 12, 2014, Brisset Beer International, Inc. (the “Corporation”), closed a direct offering for the sale of 550,000 shares at a price of $0.10 per share, for an aggregate gross proceeds of $55,000. | form8k081414.htm |
| 2014-07-30 | 8-K | 2014-07-24 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On July 24, 2014, Buckeye Oil & Gas, Inc., a Florida corporation (“Buckeye”), consummated the merger with its wholly-owned subsidiary Brisset Beer International, Inc., a Nevada corporation (“Brisset Beer”). 5.03 In connection with the consummation of the merger, as of June 24, 2014, the Articles of Incorporation and Bylaws of Brisset Beer, the surviving corporation in the merger, became the Articles of Incorporation and Bylaws. so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein. | form8k072414.htm |
| 2014-07-24 | 8-K | 2014-07-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k071614.htm |
| 2014-04-09 | 8-K | 2014-04-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k040414.htm |
| 2014-03-03 | 8-K | 2014-02-26 | 8.01 Other Events | 8.01 Effective February 26, 2014, Buckeye Oil & Gas, Inc. (the “Corporation”), closed a direct offering for the sale of 1,500,000 shares at a price of $0.01 per share, for an aggregate gross proceeds of $15,000. | form8k022613.htm |
| 2013-10-21 | 8-K | 2013-10-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective October 21st, 2013, Stephane Pilon is appointed President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director of Buckeye Oil & Gas, Inc. (the “Corporation”). | form8k101813.htm |
| 2013-07-15 | 8-K | 2013-07-08 | 3.03 Material Modification to Rights of Security Holders | 3.03 Effective July 8, 2013, Buckeye Oil & Gas, Inc. (the "Company") and the Board of Directors of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. | form8k070813.htm |
| 2013-02-28 | 8-K | 2013-02-26 | 8.01 Other Events | 8.01 On February 26, 2013, Buckeye Oil & Gas, Inc. (the “Registrant”) closed a private placement of 300,000 common shares at $0.20 per share for a total offering price of $60,000. | form8k022613.htm |
| 2012-05-01 | 8-K | 2012-04-30 | 8.01 Other Events | 8.01 On April 30, 2012, Buckeye Oil & Gas, Inc. (the “Registrant”) closed a private placement of 250,000 common shares at $0.60 per share for a total offering price of $150,000. | form8k043012.htm |
| 2012-04-03 | 8-K | 2012-04-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of April 2, 2012, Michal Gnitecki was appointed as Secretary and a director of Buckeye Oil & Gas, Inc., a Florida corporation, (the “Registrant”). | form8k040212.htm |
| 2012-02-16 | 8-K | 2012-02-15 | 8.01 Other Events | 8.01 On February 15, 2012, Buckeye Oil & Gas, Inc. (the “Registrant”) closed a private placement of 300,000 common shares at $0.50 per share for a total offering price of $150,000. | form8k021512.htm |
| 2011-09-08 | 8-K | 2011-09-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective September 1, 2011, Buckeye Oil & Gas, Inc., a Florida corporation, (the “Registrant”) entered into a service agreement with Pol Brisset, its principal executive officer. | form8k090111.htm |
| 2011-08-30 | 8-K | 2011-08-26 | 8.01 Other Events | 8.01 On August 26, 2011, Buckeye Oil & Gas, Inc. (the “Registrant”) closed a private placement of 1,800,000 common shares at $0.25 per share for a total offering price of $450,000. | form8k082611.htm |
| 2011-06-28 | 8-K | 2011-06-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k062311.htm |
| 2011-06-08 | 8-K | 2011-06-02 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.01 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). 5.02 Effective as of June 2, 2011, 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. | form8k060211.htm |
| 2011-05-31 | 8-K | 2011-05-31 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 In conjunction therewith, on May 19, 2011 we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida which will be effective time at the close of business on June 1, 2011. | form_8-k.htm |
| 2011-02-08 | 8-K | 2011-02-05 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 5, 2011, Benefit Solutions Outsourcing, Corp., (the “Company”), has retained ZS Consulting Group, LLP as an independent registered public accounting firm for the Company’s financial statements going forward. | form_8-k.htm |
| 2010-12-21 | 8-K | 2010-12-15 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 15, 2010, Benefit Solutions Outsourcing Corp., (the “Company”), received a notice from its independent registered public accounting firm, Conner & Associates, PC (“Conner”), that the firm was resigning, effective as of that date citing business reasons. | form_8-k.htm |