ITEM 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On January 17, 2023, Stephen Carnes, Aqua Power Systems, Inc’s
President, Treasurer, Secretary and Director, submitted his resignation as President and Treasurer of the Company and the Company’s
Board of Directors simultaneously elected Joseph Davis to be appointed as the Company’s new President and Treasurer. The Company
accepted Mr. Carnes’s resignation as President and Treasurer simultaneously with Mr. Davis’s acceptance of the appointment
as President and Treasurer. Mr. Davis was also elected to the Company’s Board of Directors on January 17, 2023. Mr. Carnes shall
remain on the Company’s Board of Directors and remain the Company’s Secretary. On January 17, 2023, the Company also provided
Mr. Davis with an employment agreement, a copy of which is attached as an Exhibit to this filing. As part of the agreement, the Company
issued Mr. Davis 250,000 shares of the Company’s Series B Preferred stock.
Mr. Davis is a Director of Tradition Transportation
Group, Inc., and Chief Operations Officer at Tradition Transportation Company, LLC, a subsidiary of Tradition. Mr. Davis was a founder
of Merica Logistics and served as the CEO of the company from 2015-2019. Mr. Davis got his start in the transportation industry in 1999
by helping the Evans Equipment Company implement a TMS system. Currently, Mr. Davis oversees all asset operations with the goal of optimizing
the process to generate maximum revenue for Tradition Transportation Group, Inc. while maintaining the highest safety standards possible.
Forward-Looking Statements
This Current Report on Form 8-K (“8-K”) contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, about us and our industry that involve substantial risks and uncertainties.
All statements other than statements of historical facts contained in this 8-K, including statements regarding guidance, our future results
of operations or financial condition, business strategy and plans, user growth and engagement, product initiatives, and objectives of
management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they
contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “excited,” “expect,” “going to,” “intend,” “may,”
“opportunity,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” or “would” or the negative of these words or other similar terms or expressions.
We caution you that the foregoing may not include all of the forward-looking statements made in this 8-K.
You should not rely on forward-looking statements as predictions of
future events. We have based the forward-looking statements contained in this 8-K primarily on our current expectations and projections
about future events and trends, including our financial outlook, the macroeconomic environment, geo-political conflicts, and the COVID-19
pandemic, that we believe may continue to affect our business, financial condition, results of operations, and prospects. These forward-looking
statements are subject to risks and uncertainties related to: our financial performance; our lack of historical profitability; our ability
to generate and sustain positive cash flow; our ability to attract and retain users, publishers, and advertisers; competition and new
market entrants; managing our international expansion and our growth and future expenses; compliance with new laws, regulations, and executive
actions; our ability to maintain, protect, and enhance our intellectual property; our ability to succeed in existing and new market segments;
our ability to attract and retain qualified and key personnel; our ability to repay outstanding debt; future acquisitions, divestitures
or investments; and the potential adverse impact of climate change, natural disasters, health epidemics, and war or other armed conflict,
as well as risks, uncertainties, and other factors described in “Risk Factors” and elsewhere in our most recent periodic report
filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website at www.sec.gov. Additional
information is available in APSI.’s periodic reports filed with the SEC. In addition, any forward-looking statements contained in
this 8-K are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date of this 8-K or to reflect new information or the occurrence of unanticipated
events, including future developments related to the macroeconomic environment, geo-political conflicts, and the COVID-19 pandemic, except
as required by law.
