Annual Report for Fiscal Year Ending 05-31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our audited financial statements and the related notes included in this Annual Report on Form 10-K. This section contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed under "Risk Factors" and elsewhere in this report.

Overview

Blackwell 3D Construction Corp. ("BDCC," the "Company," "we," "us," or "our") is a development-stage company focused on the research, development, and eventual commercialization of large-scale 3D concrete printing technology for use in residential and commercial construction. We have not generated any revenues to date and continue to operate as a development-stage entity. Our primary activities during the fiscal year ended May 31, 2025 consisted of corporate organization, refinement of our business plan, identification of potential project sites, and exploration of strategic relationships with technology suppliers.

Because we have not commenced revenue-generating operations, we have incurred net losses since inception. We expect to continue incurring losses until such time as we are able to commence commercial operations and generate sustainable revenues.

Results of Operations for the Years Ended May 31, 2025 and 2024

Revenues

For the fiscal years ended May 31, 2025 and 2024, we did not generate revenues.

Operating Expenses

Our operating expenses increased to $3,152,042 for the year ended May 31, 2025 from $740,341 for the same period ended May 31, 2024. The increase was the result of shares issued for stock-based compensation during the year ended May 31, 2025.

We expect operating expenses to increase in future periods as we expand our corporate, technical, and operational infrastructure in anticipation of launching pilot 3D-printed construction projects.

Other Expenses

We had other expenses of $43,718 for the year ended May 31, 2025, as compared with other expenses of $819,808 for the year ended May 31, 2024. The decrease in other expenses is the result of a loss on intangible assets amounting to $825,300 incurred during the year ended May 31, 2024

Net Loss

We recorded a net loss of $3,195,760 for the year ended May 31, 2025, as compared with a net loss of $1,560,149 for the year ended May 31, 2024. The increase in net loss are a result of the factor discussed above.

Liquidity and Capital Resources

As of May 31, 2025, we had total current assets of $1,881. Our total current liabilities as of May 31, 20125 were $883,332. We had a working capital deficit of $881,451 as of May 31, 2025, compared with a working capital deficit of $496,631 as of May 31, 2024.

Operating activities used $336,708 in cash for the year ended May 31, 2025, as compared with $76,656 used for the year ended May 31, 2024. Our negative operating cash flow for May 31, 2025 and 2024 was largely the result of our net loss for the years.

Cash flows used by financing activities during the year ended May 31, 2025 provided $338,589, as compared with cash provided of $76,602 for the year ended May 31, 2024. Our positive financing cash flow for the years ended May 31, 2018 was largely a result of proceeds from notes payable, cash from the issuance of common stock, and related party advances.

As of May 31, 2025, we had limited cash resources and will require additional financing to sustain operations and execute our business plan. Historically, we have funded operations through equity issuances to our officers and related parties. We anticipate that we will require between $2 million and $10 million over the next 24-36 months to implement our operational plan, including securing facilities, acquiring large-scale 3D printing equipment, recruiting personnel, and conducting pilot projects.

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 year ended May 31, 2025, the Company has incurred net losses of $3,195,760, accumulated deficits of $12,428,574, and used cash in operations of $336,708. 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.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of May 31, 2025.

Critical Accounting Policies

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Because we are a development-stage company with limited operations, our critical accounting policies primarily relate to the valuation of equity issuances, stock-based compensation, and the assessment of our ability to continue as a going concern.