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Aqua Power Systems Inc (OTCMKTS: APSI) Reverse Merger Breaking Out as CEO Tweets Co has Completed Draft of LOI to Acquire Target Company

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1 year ago

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Aqua Power Systems Inc (OTCMKTS: APSI) is making an explosive move northbound almost reaching $0.40 this morning as the stock marches towards $0.45 highs reached in early 2021 after the custodianship was terminated and Stephen Carnes took over as controlling shareholder and was appointed as the new CEO. A break over $0.45 and its blue skies ahead for APSI which is currently under heavy accumulation by some pretty heavy hitters in small caps. Since taking over as CEO Stephen Carnes has worked hard to make ASPI an SEC filer recently filing a 10k and a 10Q as well as initiated an aggressive clean up and revamping of the overall company. In May the final piece was completed when the Circuit Court of the Ninth Judicial Circuit Orange County Florida, Granted Default Final Judgement against Tadashi Ishikawa, the old CEO declaring his 32,942,624 shares of common stock in APSI be cancelled. After the cancelation APSI was left with an OS of 17,204,180 shares giving APSI a market cap of $5 million at $0.32 per share. 

Reverse merger SPACS can be more explosive than biotech’s when the incoming Company has real value but is undiscovered to investors and many RM stocks, we have covered on this website have gone from pennies to dollars. Two recent RM runners that stand out are TSNP/HMBL which went from sub pennies (where we first wrote about it) to several dollars per share. The other is HRBR which went from a few cents (where we first wrote about it) to $3 plus. APSI is an SEC filer and perfect reverse merger candidate recently filing its 10k and 10Q that showed the Company has $93,000 in the treasury and just $69,000 in total liabilities. CEO Stephen Carnes has been busy stating on twitter on July 6: “Saturday lunch meeting update: Discussed target company’s operating divisions & revenues which increased from $49mm in ’20 to $95mm in ’21 (’21 audit not yet complete) as well as plans for expansion & growth. Transaction structure discussed.  More $APSI updates as they occur. On Wednesday September 21 he tweeted: “Progress update. $APSI completing draft of Letter of Intent for acquisition (target mentioned in 7/6/22 tweet) to memorialize verbally agreed upon terms.  Upon LOI signing, Co has reporting obligation to file 8-K within 3 business days.” 

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Aqua Power Systems Inc (OTCMKTS: APSI) has executive offices at 2180 North Park Ave, Suite 200, Winter Park, FL 32789, which is leased to the Company by Obduro, LLC. Obduro, LLC is owned by CEO, Stephen Carnes. APSI is an SEC filer and perfect reverse merger candidate recently filing its 10k and 10Q that showed the Company has $93,000 in the treasury and just $69,000 in total liabilities.

History of the shell and how Stephan Carnes became CEO and holder of the controlling block of stock in APSI: 

Custodianship: On October 19, 2020, Small Cap Compliance, LLC filed its motion to serve as custodian of the Company; it was not a shareholder of the Company on the aforementioned date. 

On December 1, 2020, the Eight Judicial District Court of Nevada entered an order approving the appointment of Small Cap Compliance, LLC as custodian of the Company, authorizing and directing it to, among other things, take any action reasonable, prudent and for the benefit of the Company, including reinstating the Company under Nevada law, appointing officers and convening a meeting of stockholders. (Small Cap Compliance, LLC and the Company entered into a Custodian Services Agreement on December 1, 2020, which set forth the duties of Small Cap Compliance, LLC) 

On December 7, 2020, Small Cap Compliance, LLC filed a Certificate of Reinstatement for the Company, thereby reinstating the Company, appointed Stephen Carnes as the sole officer and director of the Company and amended the Company’s Certificate of Incorporation to authorize the issuance of one million shares of Series B preferred stock. The aforementioned were approved, and Stephen Carnes was elected as the sole director and the sole executive officer, at a meeting of the shareholders on January 4, 2021. 

On January 1, 2021, Small Cap Compliance, LLC filed a Motion to Terminate Custodianship. 

On March 3, 2021, the Eight Judicial District Court of Nevada entered an order approving Small Cap Compliance, LLC’s actions, without prejudice to the claims of interested parties as to dilution of their interest, terminated Small Cap Compliance, LLC’s custodianship of the Company, and discharged Small Cap Compliance as custodian of the Company. 

Receivership: On January 28, 2021, Stephen Carnes filed an application with the Eight District Court of Nevada to be appointed as the Receiver of the Company and requested that the Court Order written proof of claim from all Claimants and Creditors of the Company as a reasonable and necessary step toward rehabilitating our insolvency. 

On March 1, 2021, the Eighth Judicial District Court of Nevada ordered that Stephen Carnes be appointed “Receiver” of the Company, with the authority to rehabilitate the Company by, including but not limited to, collecting the debts and property due and belonging to the Company, to compromise and settle with the debtors and creditors of the Company, to prosecute and defend lawsuits in the name of the Company, to do all other acts as might be done by the Com, to do all other acts as may be reasonable and necessary to continue the business of the Company, and to appoint agents for the exercise of these duties. 

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APSI

On March 1, 2021, the Eighth Judicial District Court of Nevada ordered that all claimants and creditors of the Company had sixty (60) days, from March 1, 2021, to submit written proof of claim to the receiver. 

On May 3, 2021, Claimant Graham Taylor submitted claims on behalf of himself, Heng Hong Investment, and Puriwanto Handoko. 

On June 28, 2021, Receiver filed a motion to shorten time and a motion to bar asserted claims and unasserted claims. 

On August 5, 2021, the Eighth Judicial District Court of Nevada ordered that all claimants and creditors of the Company are barred from participating in the distribution of assets of the Company which arose on or before August 6, 2021 (Notice of entry of the Order). No appeal was filed by the claimants within the timeframe for an appeal. 

In January 2021 APSI announced Stephen Carnes has recently been appointed as President and CEO of the Company. Mr. Carnes has vast experience working with publicly traded companies and within the securities industry. Under his leadership the Company will be pursuing an ambitious growth strategy in order to bring new value to the Company and shareholders. 

At that time Mr. Carnes stated among other things: “In addition to the Company preparing financials for an audit in order to become a fully reporting SEC filer; the Company is also undertaking a course of action to clean up and eliminate outstanding past debt listed on the Company’s financials in its last 10-K which dates back to the 2015 annual report. As many of you may have noticed, the Company did file a form 15-D in December 2020, that was needed at that time. The Company is now ready to forge forward at this time to go thru an independent audit and after the audit is completed file Annual 10-K reports in order to return to fully reporting status” 

CEO, Stephen Carnes has kept his word on all fronts and continually lowered the OS with the final share cancelation coming in an 8k on May 20 which stated:  

On May 19, 2022, in the Circuit Court of the Ninth Judicial Circuit Orange County Florida, an Order Granting Default Final Judgement was filed in a cause heard on Plaintiff Aqua Power Systems Inc (“APSI”) motion for Default Judgement against Tadashi Ishikawa. The Court declared 32,942,624 shares of common stock in APSI issued to Tadashi Ishikawa currently held in book entry at VStock Transfer to be void and are hereby to be cancelled. Upon the transfer agent’s completion of the cancellation process, the total outstanding number of common shares of the company shall be reduced from 50,146,804 shares to 17,204,180 common shares outstanding. 

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Currently trading at a $5 million market valuation APSI has just 17,204,180 shares outstanding and is a virtually debt free SEC filer. The stock is currently under heavy accumulation with some pretty big players in small caps currently on this one. As far as reverse mergers APSI has a lot of promise, according to the CEO the incoming Company revenues increased to $95 million in 2021 and once the 8k comes confirming this APSI could run into a whole new dimension. As we said a break over $0.45 and its blue skies ahead for APSI. We covered TSNP /HMBL at $0.003 and HRBR at $0.03 so we know all about how explosive reverse merger plays can be when the incoming Company has real value as Air Wisconsin did on HRBR or a reverse merger specialist behind it as was the case with HMBL.Microcapdaily will be covering APSI as it happens so make sure you subscribe to Microcapdaily right now so you don’t miss it. 

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Disclosure: we hold no position in APSI either long or short and we have not been compensated for this article.

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Emerging Markets

Lucy Scientific Discovery’s (NASDAQ: LSDI) Game-Changing Move: A Closer Look at the High Times Acquisition

Published

3 weeks ago

on

September 8, 2023

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On August 8th, 2023, Lucy Scientific Discovery Inc. (NASDAQ: LSDI), a leading developer in the psychedelic drug industry, witnessed an impressive surge in its stock value, gaining approximately 25% in combined trading, including after-hours (AH) trading. The British Columbia-based company made headlines by announcing its strategic move to acquire intellectual property (IP) from the renowned cannabis publication, High Times Holding Corp. (HHC).

Additional Background:

Under this agreement, Lucy will exchange 20% of its shares and a series of payments for access to HHC’s valuable IP portfolio, which includes the rights to generate licensing and royalty income from renowned brands like High Times, 420.com, and Cannabis Cup, along with their associated domain names.

Lucy’s commitment involves making semi-annual payments to HHC over a five-year period, structured around earnings before income, taxes, depreciation, and amortization (EBITDA) generated through the acquired IP. The flexibility exists for Lucy to fulfill these payments either in cash or through stock issuance and the announcement is generating considerable interest.

Furthermore, post-acquisition, Lucy will grant High Times the opportunity to operate retail outlets and distribute THC products bearing these prestigious brands within the United States. This privilege comes in exchange for an annual license fee of $1 million, set to double to $2 million annually once federal legalization of cannabis occurs in the country.

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Leveraging the brand rights secured from HHC, Lucy aims to bolster its revenue streams by expanding and enhancing its existing 18 licensing agreements, both domestically and internationally. These arrangements encompass a wide array of consumer products and merchandise, promising to further establish Lucy’s presence in the global market. The acquisition is expected to be finalized within the coming two weeks, marking a significant strategic move for Lucy Scientific Discovery Inc.

As a result of the acquisition, High Times is now a publicly-traded entity. Lucy anticipates that this agreement will contribute over $10 million in revenue to its financial results in the upcoming year, along with $5 million in EBITDA.

Adam Levin, the Executive Chairman of HHC, expressed optimism about the deal, noting, “This transaction will create exciting new growth opportunities for the High Times brand, under the leadership of Richard Nanula, a seasoned executive with extensive experience in major consumer brands and global corporations.”

Levin also emphasized High Times’ enthusiasm in becoming a significant shareholder of Lucy Scientific Discovery. Notably, Lucy completed its initial public offering and Nasdaq listing in February, offering 1,875,000 shares at $4.00 each.

Richard Nanula, CEO of the British Columbia-based company, shared his outlook on the acquisition, stating, “Lucy expects this acquisition to rapidly generate high-margin revenue within the global cannabis sector.”

In recent developments, Lucy introduced the sleep aid product “Twilight,” which includes amanita muscaria and reishi mushrooms. Additionally, the company joined forces with Wesana Health Holdings Inc. (OTCQB: WSNAF) in March to collaborate on the development of the CBD and psilocybin-based drug SANA-013, targeting conditions such as migraines, cluster headaches, and major depressive disorder.

High Times, founded in 1974, has a rich history, featuring works by renowned writers like Truman Capote and Hunter S. Thompson. Since 1988, its Cannabis Cup has stood as the most prestigious cannabis competition globally, with notable judges including Snoop Dogg, Joe Rogan, Tommy Chong, and other prominent figures in the cannabis industry.

While Lucy’s shares showed a nearly 16% increase to reach $0.68 on the Nasdaq exchange on Friday, it is worth noting that they have experienced a decline of over 77% over the past year.

Macro Trend:

In recent times, our articles have prominently featured cannabis-related topics, reflecting the growing popularity of stocks in this sector. LSDI’s acquisition aligns perfectly with the current climate, as the cannabis industry experiences a significant surge, coinciding with the Health and Human Services (HHS) exploring the possibility of reclassifying cannabis from Schedule I to Schedule III of the Controlled Substances Act.

While many countries around the world have already moved towards decriminalization and legalization, the United States has been relatively cautious in its approach. However, the consideration of such a reclassification represents a potential historic turning point. If such a change were to materialize, it would mark a substantial shift in the regulatory landscape, potentially revitalizing cannabis as an attractive investment opportunity. The industry is already showing signs of reestablishing its market presence and could once again become a noteworthy investment option.

We will update you on LSDI when more details emerge, subscribe to Microcapdaily to follow along!

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Disclosure: We have not been compensated for this article/video. MicroCap Daily is not an investment advisor; this article/video does not provide investment advice. Always do your research, make your own investment decisions, or consult with your nearest financial advisor. This article/video is not a solicitation or recommendation to buy, sell, or hold securities. This article/video is our opinion, is meant for informational and educational purposes only, and does not provide investment advice. Past performance is not indicative of future performance.

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Emerging Markets

WM Technology’s (NASDAQ: MAPS) Stock Surges 91% in Mysterious Rally: What’s Behind the Boom?

Published

4 weeks ago

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September 5, 2023

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WM Technology’s (NASDAQ: MAPS) stock has exhibited remarkable growth, surging by an impressive 91% since August 16th, 2023. Intriguingly, this surge occurred in the absence of any substantial news or filings from the company, with their most recent release dating back to August 23rd, 2023. This limited information raises the question: What is driving this impressive rally? We will delve into the details below to shed light on the matter.

Cannabis Industry:

If you’ve been following our newsletter, you may have noticed our recent article spotlighting Flora Growth Corp. (NASDAQ: FLGC), along with larger players like Cronos Group Inc. (NASDAQ: CRON), and Canopy Growth Corporation (NASDAQ: CGC).

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In case you haven’t had a chance to read it, you can find the article here, featuring a dedicated section on the broader trends shaping the cannabis industry.

For those seeking a quick summary, a significant development has emerged in the cannabis landscape. A high-ranking official at the Department of Health and Human Services (HHS) has proposed moving cannabis from Schedule I to Schedule III of the Controlled Substances Act. This shift marks a historic moment and comes after a comprehensive yearlong investigation requested by President Biden.

It’s worth noting the potential implications of this change for U.S.-based, plant-touching marijuana companies. Currently, these companies are restricted from trading on major exchanges like the NYSE or NASDAQ and are relegated to smaller markets such as the OTC, or smaller Canadian markets like the TSX, CSE, or NEO.

The CEO of Trulieve Cannabis Corp. (OTC: TCNNF), Kim Rivers delves into these implications in a podcast conversation with a Twitter user known as @stock_mj. She also recommends keeping a close eye on the AdvisorShares Pure US Cannabis ETF (MSOS) as the cannabis sector garners increasing attention from investors.

Weedmap’s Earnings:

To evaluate the potential of MAPS, it’s essential to examine their recent earnings and assess the fundamentals. Here’s a brief overview of the news release.

Revenue: Amounted to $50.9 million, representing a decline compared to the same period in the prior year when it reached $58.3 million.

Net Income: Recorded at $2.0 million for the second quarter of 2023, marking a significant decrease from the previous year’s figure of $19.8 million.

Adjusted EBITDA: Showed substantial improvement, totaling $10.2 million in the second quarter of 2023, as opposed to a negative figure of $(0.6) million in the same period of the prior year.

Cash: As of June 30, 2023, the company held $24.6 million in cash, noteworthy for being entirely debt-free.

WM Technology’s Executive Chair, Doug Francis, underscored the company’s dedication to reinforcing its financial position and delivering sustained growth.

Guidance for the third quarter of 2023:

Revenue: An estimated $47 million.

Non-GAAP Adjusted EBITDA: Approximately $4 million.

It’s important to note that these projections are subject to potential variations based on various factors and developments.

Furthermore, WM Technology announced the transition to Moss Adams LLP as its new independent registered public accounting firm, effective upon the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, following the resignation of Baker Tilly US, LLP due to staffing constraints.

Although the company maintains a debt-free status, it’s crucial to recognize that there has been a substantial decline in both revenue and net income. Consequently, it is advisable to exercise caution when considering investment, as the current trajectory of their top-line figures does not exhibit a positive trend.

https://twitter.com/5teelersfan/status/1699102436672299134?s=20

Weedmap’s Strategic Partnership:

Furthermore, the company made another recent announcement regarding its strategic partnership with the producer of “The Freak Brothers,” a celebrated stoner comic series that has captivated audiences for over five decades.

The series follows the adventures of three stoner characters and their cat, who awaken from a 50-year slumber induced by a magical strain of weed in 1969, now navigating life in contemporary San Francisco.

Key highlights of this partnership include in-episode Weedmaps integrations in the upcoming second half of “Freak Brothers” season two, commencing on September 24th. Additionally, exclusive “Smoke & Screen” events will be held across the U.S., bringing together influential figures from both the cannabis and entertainment industries.

“The Freak Brothers” series, based on Gilbert Shelton’s cult classic comic, celebrates its 55th anniversary with a star-studded voice cast for Season 2, featuring Woody Harrelson, John Goodman, Pete Davidson, Tiffany Haddish, Adam Devine, Blake Anderson, Andrea Savage, La La Anthony, ScHoolboy Q, and a special guest appearance by Joe Sikora.

To watch Season 2 of “The Freak Brothers,” visit Tubitv.com, and for cannabis-related information, explore Weedmaps.com. For more on “The Freak Brothers,” visit the official website at www.thefreakbrothers.com.

We will update you on MAPS when more details emerge, subscribe to Microcapdaily to follow along!

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Disclosure: We have not been compensated for this article/video. MicroCap Daily is not an investment advisor; this article/video does not provide investment advice. Always do your research, make your own investment decisions, or consult with your nearest financial advisor. This article/video is not a solicitation or recommendation to buy, sell, or hold securities. This article/video is our opinion, is meant for informational and educational purposes only, and does not provide investment advice. Past performance is not indicative of future performance.

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Emerging Markets

Cannabis Industry Surges: Flora Growth Corp. (NASDAQ: FLGC) Leads the Way with 77% Intraday Jump

Published

1 month ago

on

August 31, 2023

By

Flora Growth Corp. (NASDAQ: FLGC) experienced a remarkable intraday surge of over 77%. While the company has made significant announcements recently, today’s surge occurred without any specific filings or press releases to explain it. There seems to be something substantial driving this trading frenzy, a broader force impacting the entire asset class.

It’s worth noting that established industry leaders like Canopy Growth Corporation (NASDAQ: CGC) and Cronos Group Inc. (NASDAQ: CRON) have faced significant downtrends in past years. However, today’s market activity also lifted their stocks along with others. To understand this trend, let’s take a closer look at the larger market dynamics at play.

 

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What Happened:

A top official at the Department of Health and Human Services (HHS) has recommended moving cannabis from Schedule I to Schedule III of the Controlled Substances Act, marking a historic shift. This move follows a comprehensive yearlong investigation requested by President Biden.

https://twitter.com/NotFinancialRep/status/1697189406665245149?s=20

In the short term, this won’t significantly impact the cannabis industry, as the Drug Enforcement Agency (DEA) needs to conduct its own review and the federal prohibition on marijuana remains. However, the HHS recommendation, if followed by the DEA, could happen within a year, possibly before the 2024 presidential election.

Long-term implications for the cannabis industry are uncertain, but a key immediate effect would be the elimination of Section 280e of the IRS tax code for cannabis businesses. This provision currently prevents them from claiming standard business deductions, a major financial burden.

While rescheduling won’t directly open up access to institutional banking, it may attract new capital sources due to reduced risk perception among investors. Smaller banks and lenders might become more willing to engage.

Eliminating 280e could also stimulate lending in an industry with high borrowing costs, as companies would have improved cash flow. This might lead to lower interest rates and greater access to operating and expansion capital.

Rescheduling could benefit publicly traded cannabis companies, potentially enticing more exchanges, like the Toronto Stock Exchange, to accept U.S.-based cannabis businesses. It could also encourage Congress to take further action, such as passing the SAFE Banking Act and broader reforms.

Overall, while the exact implications of rescheduling are uncertain, the HHS announcement signals progress toward a post-prohibition reality for the cannabis industry, which is a significant development.

https://twitter.com/S_Andreoni/status/1697289527180562880?s=20

Having set the stage with the broader cannabis industry context, let’s delve into Flora Growth’s recent developments and their implications for the company’s future. Is Flora Growth strategically positioned to leverage the potential easing of restrictions in the cannabis sector?

European Expansion:

Flora Growth just formed a partnership with TruHC Pharma GmbH, a leading medical cannabis expert based in Hamburg, Germany. TruHC holds key certifications for importing, distributing, and manufacturing medical cannabis and is awaiting an EU-GMP license for its cutting-edge cannabis laboratory.

Hendrik Knopp, a respected legal professional and entrepreneur, and his team from TruHC are joining Flora, bringing their extensive expertise in pioneering medical cannabis in Germany. This partnership is seen as very valuable, especially as Germany and the European Union move towards making medical cannabis more accessible to patients.

Clifford Starke, CEO of Flora, expressed excitement about the collaboration, recognizing the potential to contribute to the growth of the medical cannabis industry as regulations evolve. The partnership aims to capture a significant market share in Germany.

Hulk Hogan Partnership:

Flora Growth also just recently entered an exclusive worldwide partnership with WWE legend Hulk Hogan to launch a range of consumer products through Just Brands. These products will include CBD-infused items like pre-rolls, topicals, edibles, and more, which Flora will produce and sell globally. The partnership aims to capitalize on Hulk Hogan’s iconic status and Flora’s global distribution network. The initial agreement is for three years, with potential renewals, targeting $20 million in sales over the first 24 months. Flora will pay royalties and license fees for Hulk Hogan-branded products.

Conclusion:

In summary, the cannabis industry appears ready for a resurgence, buoyed by renewed investor optimism and shifting market dynamics. Our focus today was Flora Growth Corp. (NASDAQ: FLGC) but larger names like Canopy Growth Corporation (NASDAQ: CGC) and Cronos Group Inc. (NASDAQ: CRON) are among the many companies benefitting from this positive trend.

We will update you on FLGC when more details emerge, subscribe to Microcapdaily to follow along!

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Disclosure: We have not been compensated for this article/video. MicroCap Daily is not an investment advisor; this article/video does not provide investment advice. Always do your research, make your own investment decisions, or consult with your nearest financial advisor. This article/video is not a solicitation or recommendation to buy, sell, or hold securities. This article/video is our opinion, is meant for informational and educational purposes only, and does not provide investment advice. Past performance is not indicative of future performance.

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