8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):  January 26, 2023

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AQUA POWER SYSTEMS INC.

(Exact name of registrant as specified in its charter)

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2180Park Ave North**, Unit 200**

Winter

Park, FL 32789

(Address of Principal Executive Offices) (Zip Code)

(407)

674-9444

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:: None

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 Other Events

On January 26, 2023, Aqua Power Systems, Inc. issued a press release entitled “Aqua Power Systems Takes Aggressive Action to Combat Suspected Illegal “Naked” Short Selling”. A copy of the press release is attached as an exhibit.

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.

Item 9.01 Financial Statements and Exhibits.

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, hereunto duly authorized.

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Exhibit 99.1

Aqua Power Systems Takes Aggressive Action to Combat Suspected Illegal “Naked” Short Selling

Winter Park, FL – The Board of Directors of Aqua Power Systems, Inc. (OTC: APSI) (“the Company” or “Aqua Power”), a leader in reliable logistics and transportation solutions, held a Special Meeting of the Board on Wednesday, January 25, 2023. At the meeting a plan of action was approved by the Board to address suspected illegal “naked” short selling of the Company’s common stock.

Over the course of the last two weeks, Company management and representatives have had multiple meetings with Securities Regulators as well as the Attorney General’s office regarding what the Company believes has been targeted and illegal “naked” short selling of the Company’s common stock. The most recent meeting being a round table conference call with officials and Company management on Wednesday of this week. The Company has provided and continues to gather additional information it believes will assist regulators.

The Company strongly believes that there has been a very large volume of illegal “naked” short selling in the Company’s common stock since announcing the completion of the Company’s recent acquisition at the end of December 2022.

Robert Morris, Chief Executive Officer of Aqua Power, stated, “My first and foremost concern is for the well-being of our investors and to protect shareholders against any form of improper trading by market participants at any level. We believe that trading patterns and activity since the beginning of the year strongly suggest the work of aggressive and sustained shorting. The Company began taking decisive steps working directly with regulators. We have full intentions of taking any and all necessary steps to come to the bottom of everything and hold any wrong-doing parties accountable.”

Mr. Morris continued, “I am aware of other companies hiring law firms and other specialized reporting agencies in an effort to identify and combat illegal short selling in their own company’s stock, however we believe the stronger and more effective approach is to bring any such activity immediately and directly to those with proper power and authority to protect investors. At this point, this isn’t about the Company per se, this is about protecting individual investors and the integrity of the markets. The best disinfectant is sunlight and exposure, and we are bringing everything into clear view. We truly value our shareholders.”

Safe Harbor: This Press Release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to several uncertainties and risks that could significantly affect the Company’s current plans and expectations, as well as future results of operations and financial condition. A more extensive listing of risks and factors that may affect the Company’s business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the Company with the Securities and Exchange Commission and OTC Markets, Inc. OTC Disclosure and News Service. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Stephen Carnes

407-674-9444