Item 1.01 Entry Into a Definitive Material Agreement

On December 28, 2022, APSI entered into a Stock Purchase and Sale Agreement and a Contract Assignment agreement with Joseph Michael Davis ("Mr. Davis"). Due to the Contract Assignment agreement, APSI assumed all of the obligations of Mr. Davis under a multiparty stock purchase agreement, promissory notes, and assignment and pledge of stock agreements that Mr. Davis entered into on December 28, 2022. The Stock Purchase and Sale Agreement, Contract Assignment agreement, agreements assumed by APSI are referred to as the "Acquisition." The information contained in "Item 2.01" below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

(a)-(e). On December 28, 2022, (the "Effective Date"), APSI simultaneously entered into a series of agreements for the purchase of all of the issued and outstanding stock held by the shareholders of Tradition Transportation Group, Inc., an Indiana corporation ("Tradition"). Those agreements are discussed below.





Stock Purchase Agreement

On December 28, 2022, APSI entered into a Stock Purchase and Sale Agreement (the "SPA") with Mr. Davis to purchase 745,196 shares of common stock (the "Shares") of Tradition Transportation Group, Inc., an Indiana corporation, for Twenty-Eight Million Five Hundred Forty-Eight Thousand Four Hundred Fifty-Eight and 76/100 Dollars ($28,548,458.76) in United States Dollars (the "Purchase Price"), which is equal to Thirty-Eight and 31/100 Dollars ($38.31) per share. The Shares represent all of the issued and outstanding shares of Tradition.

Mr. Davis is the Chief Operating Officer and a director of Tradition.

Per the SPA, the Purchase Price was delivered and was agreed to be delivered in the following proportions:





     (i)   A down payment of Two Hundred Twenty-Five Thousand United States Dollars
           ($225,000.00) in immediately available funds was delivered to Mr. Davis
           (the "Down Payment").

     (ii)  An amount equal to Two Million Five Hundred Thousand and No/100 Dollars
           ($2,500,000.00) was offset against the Purchase Price on December 28,
           2022 in full satisfaction of certain obligations of the Tradition
           Sellers (as defined below) to Tradition;

     (iii) An aggregate amount equal to Twenty-Four Million Ninety-Two Thousand
           Thirty-Eight and 31/100 Dollars ($24,092,038.31) pursuant to one or more
           secured promissory note(s) (the "Promissory Notes") providing for
           installments of not less than One Million Five Hundred Five Thousand
           Seven Hundred Fifty-Two and 39/100 Dollars ($1,505,752.39) commencing on
           the ninetieth (90th) day following the date on which the registration by
           APSI of its securities with the U.S. Securities and Exchange Commission
           (the "Commission") has been qualified or declared effective and
           continuing every ninetieth (90th) day thereafter until the Purchase
           Price and all accrued but unpaid interest thereon has been paid in full;
           and

     (iv)  A final payment to be made to Mr. Davis in the amount of One Million
           Seven Hundred Thirty-One Thousand Four Hundred Twenty and 45/100 Dollars
           ($1,731,420.45).

Mr. Carnes provided the funds for the Down Payment, and APSI wrote a promissory note to him with the principal amount of the note being the price of the Down Payment, Two Hundred Twenty-Five Thousand United States Dollars ($225,000.00). This promissory note is discussed in more detail in " ITEM 7 ." of this Item 2.01 under "Related Party Transactions."

Also, per the SPA, APSI and Mr. Davis agreed that within 30 days of the date of the SPA, December 28, 2022, APSI shall file a registration statement (registered offering) with the SEC. Subsequently, the first payment should be anticipated to be made within 90 days after the SEC qualifies the registration statement.









  4

Multiparty Stock Purchase Agreement

On December 28, 2022, Mr. Davis entered into the Multiparty Stock Purchase Agreement (the "MSPA") between Mr. Davis and Timothy E. Evans, James L. Evans, and Bulwark Capital, L.L.C. (each a "Tradition Seller" and altogether the "Tradition Sellers"). Pursuant to the MSPA, Mr. Davis purchased 270,001 shares from Timothy E. Evans, a director, and the President and CEO of Tradition, 224,000 shares from James L. Evans a director, and the Vice President of Tradition, and 206,000 shares from Bulwark Capital, LLC, which is owned by Joseph J. Montel, who is a director, and the Corporate Secretary and General Counsel of Tradition. The total amount of shares purchased was 700,001 (the "T-Shares") for Twenty-Six Million Eight Hundred and Seventeen Thousand Thirty-Eight and 31/100 Dollars ($26,817,038.31) (the "MSPA Purchase Price").

While APSI did not directly enter into the MSPA, Mr. Davis legally assigned his rights in the MSPA to APSI, as later described in the Contract Assignment agreement.

The MSPA includes the following terms:

(i) The MSPA Purchase Price to be delivered in the following proportions:

a. A down payment of Two Hundred Twenty-Five Thousand United States Dollars

($225,000.00) in immediately available funds delivered to the Tradition

Sellers.

b. An amount equal to Two Million Five Hundred Thousand and No/100 Dollars


    ($2,500,000.00) shall be offset against the Purchase Price on December 28,
    2022, in full satisfaction of certain obligations of the Tradition Sellers to
    Tradition; and

i. This payment was offset against the purchase price for Tradition's

redemption of 103,000 shares of Tradition, immediately before the Closing.

ii. The agreement for the aforementioned redemption of shares is attached as

Exhibit 10.2 and further discussed in "ITEM 2. FINANCIAL INFORMATION."

iii. The aforementioned shares made up half of the 206,000 shares that Bulwark

Capital, L.L.C. sold in the MSPA.

c. An aggregate amount equal to Twenty-Four Million Ninety-Two Thousand

Thirty-Eight and 31/100 Dollars ($24,092,038.31) pursuant to the Promissory

Notes providing for installments of not less than One Million Five Hundred

Five Thousand Seven Hundred Fifty-Two and 39/100 Dollars ($1,505,752.39) . . .

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 15.



































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                           END OF FORM 10 DISCLOSURE

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an O?-Balance Sheet Arrangement of a Registrant.

As described in " Item 2.01, (a)-(e), " on December 28, 2022, Mr. Davis issued a promissory note to each Tradition Seller. These promissory notes were of the same form and substance. The only differences were the names of each Tradition Seller, and the amounts of the principal sum and shares secured by assignment and pledge of stock agreements described in " Item 2.01 (a)-(e) ." Due to the Contract Assignment agreement, further discussed in Item 2.01 (a)-(e), APSI took over the obligations of these promissory notes. Terms of the Promissory Notes are listed below:





     (i)   Mr. Davis agreed to pay Timothy E. Evans Ten Million Two Hundred
           Sixty-Eight Thousand Seven Hundred Thirty-Eight and 31/100 U.S. Dollars
           ($10,268,738.31) together with interest thereon, for 270,001 shares of
           Tradition;

     (ii)  Mr. Davis agreed to pay James L. Evans Eight Million Five Hundred Six
           Thousand Four Hundred Forty and No/100 U.S. Dollars ($8,506,440.00)
           together with interest thereon, for 224,000 shares of Tradition;

     (iii) Mr. Davis agreed to pay James L. Evans Eight Million Five Million Three
           Hundred Sixteen Thousand Eight Hundred Sixty and No/100 U.S. Dollars
           ($5,316,860.00) together with interest thereon, for 206,000 shares of
           Tradition;

     (iv)  The Tradition Sellers' consent to Mr. Davis' sale of the T-Shares to
           APSI, with the condition that APSI assume all of Mr. Davis' obligations
           under the promissory notes;

     (v)   The principal and interest shall be payable in sixteen (16) consecutive
           installments commencing on the ninetieth (90th) day following the date
           on which the registration by APSI of its securities with the SEC has
           been qualified or declared effective and continuing every ninetieth
           90thday thereafter;

     (vi)  Mr. Davis shall be responsible for interest, which shall accrue daily on
           the outstanding principal amount of the promissory notes (and on any
           past-due interest payment) at a rate of three percent (3.0%) per annum
           commencing on the date that the SEC declares the registration of APSI's
           securities effective;

     (vii) In addition to exercising any rights each Tradition Seller has been
           granted by Mr. Davis under their respective assignment and pledge of
           stock agreements, and Mr. Davis authorizes the Tradition Sellers to seek
           any other legal means of collection if Mr. Davis is in default of their
           respective promissory notes.

Item 5.06. Change in Shell Company Status

As a result of the Acquisition as described in Item 1.01 and Item 2.01, which description is incorporated by reference in this Item 5.06 of this Current Report on Form 8-K, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.









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Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The audited financial statements of Tradition for the fiscal years ended December 31, 2021 and 2020 are attached to this Current Report on Form 8-K as Exhibit 99.6 and is incorporated by reference herein.

(b) Pro Forma financial information

The unaudited pro forma condensed combined financial statements as of and for the year ended March 31, 2022, the Quarter ended June 30, 2022, and the Mid-Year Ended September 30, 2022 are attached to this Current Report on Form 8-K as Exhibit 99.7 and incorporated by reference herein.





 (c) Exhibits.

Exhibit Number Exhibit Description


     2.1           Conformed copy of Stock Purchase and Sale Agreement dated as of
                 December 28, 2022 by and between APSI and Joseph M. Davis.
     2.2           Conformed copy of Multiparty Stock Purchase Agreement dated as of
                 December 28, 2022 by and between Joseph M. Davis and Timothy E.
                 Evans, James L. Evans, and Bulwark Capital, L.L.C.
     2.3           Conformed copy of Contract Assignment agreement dated as of
                 December 28, 2022 by and between APSI and Joseph M. Davis.
     3.1           Articles of Incorporation filed December 9, 2010   (incorporated
                 by reference from Exhibit 3.1 to the Registrant's Registration
                 Statement on Form 10 filed with the SEC on October 28, 2021).
    3.1.1          Certificate of Amendment to the Articles of Incorporation filed
                 August 5, 2014   (incorporated by reference from Exhibit 3.1.1 to
                 the Registrant's Registration Statement on Form 10 filed with the
                 SEC on October 28, 2021).
    3.1.2          Certificate of Amendment by Custodian dated December 7, 2020
                 (incorporated by reference from Exhibit 3.1.2 to the Registrant's
                 Registration Statement on Form 10 filed with the SEC on October 28,
                 2021).
     3.2           Certificate of Designation filed September 9, 2015
                 (incorporated by reference from Exhibit 3.2 to the Registrant's
                 Registration Statement on Form 10 filed with the SEC on October 28,
                 2021).
    3.2.1          Certificate of Amendment to Designation filed December 7, 2020
                 (incorporated by reference from Exhibit 3.2.1 to the Registrant's
                 Registration Statement on Form 10 filed with the SEC on October 28,
                 2021).
     3.3           Bylaws of the Registrant dated December 9, 2010   (incorporated
                 by reference from Exhibit 3.3 to the Registrant's Registration
                 Statement on Form 10 filed with the SEC on October 28, 2021).
     10.1          Custodian Services Agreement dated December 1, 2020
                 (incorporated by reference from Exhibit 10.1 to the Registrant's
                 Registration Statement on Form 10 filed with the SEC on October 28,
                 2021).
     10.2          Redemption and Repurchase Agreement (executed August 25, 2022)
                 (and Associated Promissory Note) between Tradition Transportation
                 Group, Inc., its shareholders, and Bulwark Capital, L.L.C., and
                 Robin C. Montel.
     10.3          Asset Purchase and Sale Agreement between EDSCO Holding Company,
                 LLC and Anthem Anchor Bolts and Fasteners, LLC entered into on
                 January 31, 2022.
     10.4          Asset Purchase Agreement between Tradition Transportation
                 Company, LLC and Tradition Leasing Systems, LLC, and Karr
                 Transportation Inc., Beers Investment Group, LLC, and its
                 shareholders, Kelly Beers and Albert Beers.pdf
     10.5          Purchase Agreement of 959 Growth Parkway between Tradition
                 Transportation Group, Inc. (Buyer) and MP Perry Properties, LLC
                 (seller) accepted February 02, 2022
     10.6          Lease Agreement (1175 Collins Road Greenwood Indiana) between
                 Tradition Logistics, LLC and Tradition Transportation Group, Inc.,
                 and Scannell Properties #529, LLC June 02, 2022







  67





    10.7         Lease Agreement (210 S. Progress Drive, Kendallville Indiana)
               between Miller's Development, Inc. and Anthem Anchor Bolts and
               Fasteners, LLC dated September 30, 2022
    10.8         Original Lease Agreement (300 Growth Parkway, Angola Indiana)
               between Hanning & Bean Enterprises Inc. and Tradition Logistics,
               LLC dated January 6, 2022
    10.9         Lease Renewal Agreement (300 Growth Parkway, Angola Indiana)
               between Hanning & Bean Enterprises Inc. and Tradition Logistics,
               LLC dated January 6, 2022
   10.10         Lease Agreement (3000 Tremont Rd. Savannah, GA 31405) between
               Hager Pacific 1 LP, RJN Properties, LLC, MH Capital, LLC and 98
               Street Investment, LLC, and Tradition Transportation Group, Inc. &
               Tradition Logistics, LLC dated April 6, 2022
   10.11         Lease Agreement (333 S. Franklin Rd. Indianapolis, Indiana)
               between Franklin IN LP, and Tradition Logistics LLC executed
               November 3, 2022
   10.12         Lease Agreement (6644 Old River Road N, Statesboro, GA) between
               sustainable Logistics, LLC and Tradition Logistics, LLC dated April
               1, 2022
   10.13         Lease Agreement (Suite 1502, 110 E. "Wayne St. Fort Wayne
               Indiana) between One Sumit II, LLC and Freedom Freight Solutions,
               LLC dated October 18, 2021
   10.14         Lease Renewal (Suite 1502, 110 E. "Wayne St. Fort Wayne Indiana)
               between One Sumit II, LLC and Freedom Freight Solutions, LLC dated
               April 13, 2022
   10.15         Lease agreement (Suite 1503, 110 E. Wayne St. Fort Wayne Indiana)
               between One Sumit II, LLC and Freedom Freight Solutions, LLC dated
               May 5, 2022
   10.16         Sublease Agreement (6887 W 350 N, Greenfield, Indiana) between
               Adidas Sales Inc and Tradition Logistics LLC dated June 10, 2021
   10.17         Tradition Transportation Group, Inc. and Subsidiaries - Loan
               #19011000012 - First Financial Bank N.A. - Date 03012021 and
               Maturity 05152022
   10.18         Tradition Transportation Group, Inc. and Subsidiaries - Loan
               #19011000040 - First Financial Bank N.A. - Date 07282021 and
               Maturity 07222026
   10.19         Tradition Leasing Systems, L.L.C. - Loan - Elements Financial
               Credit Union - Date 09152021 and Maturity 10012026
   10.20         Tradition Transportation Group, Inc. and Subsidiaries - Agreement
               for Letter of Credit #19014000103 - First Financial Bank N.A. -
               Date 10012021 and Maturity 10012022
   10.21         Tradition Leasing Systems, L.L.C. - Loan #25892894 - Republic
               Bank - Note Date 10272021 and Maturity 10272024
   10.22         Tradition Leasing Systems, L.L.C. - Loan #25829823 - Republic
               Bank - Note Date 03082022 and Maturity 09082027
   10.23         Tradition Leasing Systems, L.L.C. - Loan #25892940 - Republic
               Bank - Note Date 10272021 and Maturity 10272024
   10.24         Tradition Transportation Group, Inc. - Loan #19011000079 - First
               Financial Bank N.A. - Date 03162022 and Maturity 09162027
   10.25         Anthem Anchor Bolts & Fasteners, L.L.C. - Loan #19011000082 -
               First Financial Bank N.A. - Date 04012022 and Maturity 04012027
   10.26         Tradition Transportation Group, Inc. and Subsidiaries - Loan
               #190100085 - First Financial Bank NA - Date 04222022 and Maturity
               04222032
   10.27         Tradition Transportation Group, Inc. and Subsidiaries - Loan
               #19011000109 - First Financial Bank N.A. - Date 07272022 and
               Maturity 01272027
   10.28         Tradition Leasing Systems, L.L.C. - Loan #25830864 - Republic
               Bank & Trust Company - Note Date 08162022 and Maturity 08162028
   10.29         Tradition Leasing Systems, L.L.C. - Loan #25830910 - Republic
               Bank & Trust Company - Note Date 08252022 and Maturity 08252028
   10.30         Tradition Leasing Systems, L.L.C. - Loan #25830929 - Republic
               Bank & Trust Company - Note Date 08262022 and Maturity 08262028
   10.31         Tradition Leasing Systems, L.L.C. - Loan #25831062 - Republic
               Bank & Trust Company - Note Date 09222022 and Maturity 09222029
   10.32         Conformed copy of Promissory Note dated December 22, 2022 issued
               by APSI to Stephen W. Carnes
   10.33         Conformed copy of Promissory Note dated December 28, 2022 issued
               by Joseph M. Davis to Timothy E. Evans
   10.34         Conformed copy of Promissory Note dated December 28, 2022 issued
               by James M. Davis to James L. Evans
   10.35         Conformed copy of Promissory Note dated December 28, 2022 issued
               by Joseph M. Davis to Bulwark Capital, L.L.C.
   10.36         Conformed copy of Assignment and Pledge of Stock Agreement dated
               December 28, 2022 by and between Joseph M. Davis to Timothy E.
               Evans
   10.37         Conformed copy of Assignment and Pledge of Stock Agreement dated
               December 28, 2022 by and between Joseph M. Davis to James L.
               Evans
. . .

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