Aqua Power Systems Inc (PK) (APSI) Quote

Read that amended SPA that posted where they "agreed" to different terms where the Evans would leave the company and the 24m apsi owed them was extinguished. That was of course in August just prior to the lawsuit.

They claimed that extinguishment of debt as gains on their financials. In the IRS view, that $24 is taxable. Wonder if they are breaking tax laws here honestly

according to them it was a paper write off as book value exceeded actual

Yeah but those 'earnings' are based off of canceling a massive pile of debt, which still isn't clear how they did that.
They actually posted an operating loss of almost $6M

Also said they only have enough money to operate through the 2nd quarter of 2024. Here we are in the 2nd quarter and they are liquidating assets. What a mess

This amended purchase agreement between the Evans is interesting. Explains how they wiped out that $24m in debt.....

https://www.sec.gov/Archives/edgar/data/1553264/000168316824002528/aquapower_ex0647.htm

Read through the detailed filing rather than just that cover page

What they officially filed to the SEC today …

is that their “earnings per share” are $1.14 “per share”. That is very good. It’s showing up in the link below, below the screenshot of it.



https://www.sec.gov/Archives/edgar/data/1553264/000168316824002528/xsl1-A_X01/primary_doc.xml

Shame. As trucking is needed everywhere

1-A amended offering filed today. Updates on current financials from end of 2023 which show a mess/loss on operations. The offering is still the same crazy terms from Carnes and Co of .45-.75/unit (3 common and 1 warrant at .25), while the stock price is under 3 cents and there is nothing to push it up with assets being sold off.

I also see some items about 'Recent Actions' Since December 31, 2023, in an effort to increase cash available for Tradition’s operations, certain assets have been strategically sold for cash, with proceeds being applied to its outstanding bank loans; payroll has been reduced by approximately 25%; leased warehouse space has been reduced by approximately 25%, with additional reductions expected. These actions have been, and continue to be, taken, in response to: the fact that many assets were acquired at the heights of their values and that such values have dramatically dropped over the past 12 months, causing violations of asset ratio clauses in Tradition’s bank loans; labor rates have jumped from approximately $25-30/hour to $40-45/hour in a short period of time; carriage rates have not increased such that these increased costs can be supported. Tradition believes these issues are being experienced industry wide.

Sounds like this place is a mess and in freefall. Nobody in their right mind would go near that absurd offering.

If so, why no disclosure to shareholders on that?

No official communication on record from them.
Yet, the Tradition employee i talked to over the phone earlier this week is already getting their paychecks from “Central Marketing” Transport, instead of Tradition.

Which means that the merger/acquisition/sale of the trucking division of the company (whatever you want to call it) has already been “completed” and done “officially”.

It’s not like it’s “pending” or anything.
It’s done.

Yet, no communication or disclosure to shareholders. Crazy.

Yup... it sounds like the whole 'deal' was dissolved as part of whatever arrangement they made to drop all of the lawsuits. Don't know for sure, but it sure looks and smells like that.

Yep. And now we are learning through sources other than the company itself that it sounds like they are liquidating off assets.

I don't think there is anything to appeal... it was a joint petition for dismissal of the lawsuit and counterclaims, which the court approved (with predujice which means the plaintiffs cannot refile the same claim again in that court) and canceled the jury trial that was scheduled for next year.

As mentioned - we don't know what was found in the forensic accounting investigation of Tradition records since it is sealed, and we don't know what the agreement/settlement of the cases involved since nothing was made public about that and likely is not going to be announced other than the matter is settled.

Ok, thanks ….

Does anyone have the permanent links then?

Those aren't permanent links. They are generated in response to searching for the case number, and expire after a few hours, from my experience.

And the plot thickens ….

Maybe the case isn’t exactly 100% settled after all? Someone stepped in at the last second and said, “let’s appeal something?”, lol.

Evans family would be my guess if so. They seem to be pretty ignorant, especially if Carnes took their company from them right under their noses, and now they’re late to the game in discovering more about what is taken from them? Who knows.

Weird... the link worked for me earlier this morning but now I also get the same expired/invalid message.

Theres thousands of empty shells. No reason that somebody would bother touching this one. If there is nothing there, I can see Carnes and Co using it for some other illicit activity to sucker others in to buying on a big pump so they can cash out, followed by it going dark and into the gray market.

This link doesn’t work ….

It says this case is either expired or invalid …

If APSI becomes an empty shell again ….

There is no reason to sell now at a $300,000 market cap.

The average empty shell historically in the OTC usually has around a $3 million market cap, which is about 10x current market cap here.

Carnes did clean up this shell entirely before the Tradition super 8k.

If Tradition is indeed gone from shareholders, then APSI goes back to an empty shell, which is what it was directly before the super 8k.

Another company can then reverse merge in to this ticker at a later date. Especially a clean shell like this one, if all things Tradition are indeed sold off.

Thanks. Read through some of the case filings... quite interesting. Too bad information the forensic accounting audit was redacted as to what if anything was discovered.

So at this point, the case is dismissed as petitioned by both parties and we as shareholders have no idea what the agreement was since that isn't filed as public record.

Don't know who is in charge of what, if there is any company left here, or what happens other than most likely we get screwed and the whole thing was a big bunch of lies by Carnes and Co. Only other info is the tidbit from Roofus about them selling off assets and merging, which means there won't be anything left to APSI.

https://public.courts.in.gov/mycase/#/vw/CaseSummary/eyJ2Ijp7IkNhc2VUb2tlbiI6IjBRaXdYUk9taWRPTDNUQjV4QUFVZVBSU2g3dWxXSU5Kdm9RamRaVXhPa0kxIn19

Would you happen to have a link for the trial/case info that you found?

Shareholders with standard stock would be last on the list to get anything. Not going to happen.

Apparently this is dead and the Tradition sale never actually happened or was dissolved since Carnes and Co tried to scam them and never paid up... so Tradition is selling off so the they can cash out.

Yeah, good luck with that. Any portion of the sales would go to the Evans' if I had to guess since they are still owed $26m or whatever per the sale of the company to APSI. Then Carnes preferred shares overrule pretty much any retail shareholders.

Shareholders still owned some equity in the company ….

If Tradition is really selling divisions of their company to other companies (trucking business to Central Marketing Transport, and their warehousing business to another separate company, as I was told yesterday), then shareholders should and would still get their % portion of that.

It may end up being net losses for shareholders still (who really knows at this point how much so), but shareholders should still get something out of it.

Looks like they came to an agreement in the case and the trial is no more. This is still a dead ticker as it looks like Tradition is being liquidated. Hate to say it, but I have been stating this for over a year now and got nothing but flak.

JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
Plaintiffs and Defendants, Counterclaim Plaintiffs and Counterclaim Defendants, and
Third-Party Plaintiffs and Third-Party Defendant, by their respective counsel, pursuant to Indiana
Trial Rule 41(A)(1)(b), hereby stipulate and agree that all claims, counterclaims, and third-party
claims in this action are hereby DISMISSED with prejudice, with each party to bear its own costs.

guss an order to comply is just a suggestion.

Yeah none of this makes sense. I don't get how they can be allowed to do anything while there is a pending trial and an order to not do anything with selling/liquidating etc the assets.

They can't sign a deal then redo deal then bail... What is this duggans bakery?

Sounds like Carnes and his buddies are up to their same old securities fraud. Guess they are thinking they can get away with it or get a lot of money out and run before authorities catch on.

Unfortunately with a small OTC stock/merger etc its likely they'll get away with it. This needs a shareholder lawsuit.

Yeah, and why haven’t we heard about it yet?

Something strange going on with this. Shareholders will get to the bottom of it, and if there is any foul play, the instigators and orchestrators of this will surely pay.

Karma always comes back around.

This is crazy. But it's not just Carnes. The entire management team, really.

If this impacts shareholders ….

Then shareholders will band together and file a class action lawsuit against Carnes.

Where is the disclosure for this?
He also posted a pump article a year ago that got a promo badge on OTC Markets.

The future may not look good for Carnes in terms of his freedom and/or financial situation, if lots of lawsuits come his way.

This the lawsuit? Management selling assets to line their pockets not shareholders

Very interesting. That does not sound good for shareholders

Tradition’s VP of Sales ….

Is now listed as employed with TF Trucking and Central Marketing Transport starting this month in April, on LinkedIn.

And his previous employment was listed with Tradition Transportation through April 2024 on LinkedIn. This corroborates with what I was told over the phone (“Central Marketing” transport) ….

https://www.linkedin.com/in/joshua-farrior-43b78620

Just talked to someone at Tradition ….

Tradition trucking is merging with Central Marketing Transport. She called it a merger. They are still hiring drivers, but sounds like they are merging in to Central Marketing Transport, and not the other way around.

She said the warehousing part of their company is being acquired by some other separate company (the name of the company was an acronym, as she stated).

If this is true, why is there is no news or disclosure yet on this?

That was alot to digest! But the bottom was 0070, we are .03 now. So not quite bottom.

until this is answered we stay on the bottom.

IL file photo
A northern Indiana transportation company has obtained a temporary restraining order against its former general counsel, a state lawmaker and several other defendants in a dispute over the sale of more than $28 million of the company’s stock that forced the original owners out.

Marion County Commercial Court Judge Heather Welch issued the TRO on Oct. 26 in Timothy Evans and James Evans v. Joseph M. Davis, Joseph J. Montel, Robert Morris, Stephen W. Carnes, Aqua Power Systems, Inc., and Tradition Transportation Group, Inc., 49D01-2310-PL-041340.

Her order enjoins the defendants from executing a binding agreement to enter into any significant transaction involving the sale of all or substantially all of Tradition Transportation Group Inc.’s assets and an agreement to sell any asset below satisfaction of the debt or loan value of the asset or to lease any asset below its cost, among other provisions.

The complaint, filed Oct. 23, alleges “a scheme involving multiple deceptive and fraudulent maneuvers” that led to the defendants acquiring the plaintiffs’ ownership of TTG, “having tens of millions of dollars in value, in exchange for phantom promises for payment and inflated warrants in (Aqua Power Systems Inc.), and then shut Plaintiffs out of their business after Plaintiffs stumbled upon Defendants’ scheme to sell TTG’s valuable assets for their own benefit.”

The plaintiffs are Timothy and James Evans, founding shareholders of TTG.

Among the defendants is Joseph Montel, a Carmel lawyer described in the complaint as the Evanses’ “regular, go-to lawyer” since the early 1990s.

“At his urging, Tim included Montel as an initial shareholder of TTG, and Montel acted at all times as TTG’s general counsel,” according to the complaint. “Until October of 2023, Montel was a trusted attorney, advisor and fiduciary for Tim and Jim.”

Other defendants include TTG; Aqua Power Systems Inc., or APSI, a Nevada corporation; Joseph Davis, a billing clerk and customer service representative for TTG; Robert Morris, a state representative, director of APSI and eventual director of TTG; and Stephen Carnes, an investor, director and executive of APSI.

According to the complaint, approaching the end of 2022, The Evanses maintained ownership and control of approximately 77% of TTG stock.

In 2022, the Evanses and Montel were approached by their minority partner/shareholder, Davis, about the potential to take TTG public and divest their ownership over time as they approached potential retirement in the next 10 years.

On Dec. 28, 2022, Davis entered into an agreement with the Evanses and Montel to purchase their direct or indirect ownership of TTG’s stock.

“…(I)n December 2022 and January 2023, Carnes, Davis and Morris through APSI and the influence of Montel, acquired all of the stock of TTG, valued by APSI at over $28,000,000 in exchange for an initial payment of only $225,000 and all future payments secured by illusory promissory notes and guarantees, as well as promises by Defendants of Plaintiffs’ continued employment and control of TTG’s operations until Plaintiffs were paid in full,” the complaint alleges.

It goes on to say that after the defendants secured the Evanses’ stock in TTG, they intentionally delayed APSI’s payout schedule on the plaintiff’s promissory notes so that no payments would be made to the plaintiffs.

“Third, Defendants manufactured and exacerbated financial stresses at TTG in July and early August of 2023, including manipulating lender relationship with loans personally guaranteed by Plaintiffs, to exert undue pressure on Plaintiffs and induce them to exchange their promissory notes for warrants to acquire stock in APSI, at values known by Defendants to be worthless, for reasons hidden from Plaintiffs,” the complaint continues. “Defendants simultaneously made false and misleading statements and promises to Plaintiffs to induce them to resign their positions as the leading directors and officers of TTG.”

Finally, “after fraudulently removing Plaintiffs from their decision-making control over TTG, in October of 2023 Defendants caused TTG to breach Plaintiffs’ employment agreements, fabricating ‘for-cause’ terminations of Plaintiffs’ employment, without basis or rational explanation. Defendants thus locked Plaintiffs out of their business in order to gain control over TTG’s assets, operations and information and to conceal Defendants’ plans to sell or trade away TTG without compensation to Plaintiffs.

“This orchestrated conduct and scheming by Defendants deprived Plaintiffs of their valuable investments, including eight years of sweat-equity that transformed TTG into an over $25 million company, and damaged Plaintiffs’ hard-earned, excellent business reputations in the transportation industry,” the Evanses allege.

The plaintiffs claim the defendants are liable under the Indiana Uniform Securities Act, Indiana common law and the Indiana Crime Victims Relief Act.

The complaint alleges 10 counts:

Two counts of securities fraud against Carnes, Davis and Morris.
Breach of fiduciary duty against Montel and Davis.
Two counts of breach of contract, one against TTG and the other against Davis and APSI.
Fraudulent inducement/recission of second amendment to multiparty stock purchase agreement against TTG and APSI.
Constructive fraud against APSI, Carnes, Davis and Morris.
Actual fraud against all defendants.
Statutory fraud against all defendants.
A claim for injunctive relief against all defendants.
Finally, the complaint is seeking damages, interest and costs.

Welch’s TRO order also prohibits “any transaction causing a default of any TTG indebtedness” and “any transaction … that puts Plaintiffs in a different position under Plaintiffs’ personal loan guarantees than the position of Defendants Davis and Montel under their personal loan guarantees … .” Also, the defendants must respond to the plaintiffs’ written discovery on an expedited basis, on or before Wednesday, and make themselves available for deposition on or before Nov. 10.

Indiana Lawyer has reached out to defense counsel for comment

Sounds like Tradition is screwing drivers over and in the process of going belly up based on google reviews and Facebook.

Carnes scammed this into the ground and should be barred from running public companies.

From todays Attorney letter:
Share and Other Information. The Company has (a) 200,000,000 (Two Hundred Million) authorized shares
of common stock, of which 17,204,180 shares of common stock are issued as of the date of this Opinion of Counsel; and
(b) 10,000,000 (Ten Million) authorized shares of preferred stock, of which (1) 5,000,000 (Five Million) shares are
designated as Series A Preferred Stock, none of which is issued as of the date of this Opinion of Counsel; and (2)
1,000,000 (One Million) shares are designated as Series B Preferred Stock, 750,000 shares of which are issued as of the
date of this Opinion of Counsel.

Attorney letter out today https://www.otcmarkets.com/otcapi/company/financial-report/397052/content

Geez, according to the annual report, fully diluted shares equal 922,054,180!

04/03/2024
Hearing Scheduling Activity
Jury Trial scheduled for 05/13/2025 at 8:00 AM.

I think you have it basically right, and that it may be even better than you think. I'm pretty sure the size of the 24.7million debt taken care of here corresponds to the purchase price of the company; if you read the lawsuit, they had reworked / replaced the original deal to pay cash quarterly over several years sometime last summer with a deal for shares / warrants. Then things went sideways in a number of ways, and the lawsuit happened. They are basically saying they still consider the debt to have been replaced by shares / warrants. So once the lawsuit is settled, and the share exchange takes place at the correct fair value (somewhere north of book value, probably, meaning most likely in the dollar range), then hopefully it will in one fell swoop take care of the debt, eliminate any need for future payments, remove the uncertainty about share structure, and put us on the path to the big boards. (Because, seriously, if you look at the financials, they qualify for Nasdaq based on several metrics save only the share price. It may take a while to get there still, but I do think that's the trajectory this company is on.)

Lol, yeah thats not how it works.

Yet, the $24.7 million in debt is “forgiven” and wiped away ….

That is an important item.
This is just as good as getting $24.7 million in free grant money. News like that would have exploded the stock price.

In fact, it’s even better.
Wiping off $24.7 million of debt is basically as good as getting $30 million in free funding. As it would take $30 million of payments to pay off $24.7 million in debt, including paying interest on that kind of debt in the payments.

The +$19.5 million in Net Income is the bottom line now, as the bottom line earnings for 2023.

$19.5 million * 39 (average PE ratio in this industry per stervc) = $760 million market cap.

$760 million / 17.2 million OS = $44.18 per share.

Let’s get this lawsuit settled out of court, and all sides can benefit with the right settlement.

Damn that's a good point. I wonder if that's what it is. That's a massive amount of debt to wipe out.