Shorepower (SPEV) 10-Q 2023 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒       QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2022

☐       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from      to          

Commission File Number 001-15913

UNITED STATES BASKETBALL LEAGUE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	06-1120072
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8270 Woodland Center, Tampa, FL 33614

(Address of Principal Executive Offices)

(813) 769-3500

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	USBL	OTC Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of October 10, 2022, there were 8,845,348 shares of Common Stock, $0.01 par value per share, outstanding.

UNITED STATES BASKETBALL LEAGUE, INC.

Form 10-Q

For the Quarterly Period Ended August 31, 2022

INDEX

PART I	Financial Information
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4.	Controls and Procedures	13
PART II	Other Information	13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
Signatures		15

2

PART I

FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

Balance Sheets as of August 31, 2022 (unaudited) and February 28, 2022	4
Statements of Operations for the Three and Six Months Ended August 31, 2022 and 2021 (unaudited)	5
Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended August 31, 2022 and 2021 (unaudited)	6
Statements of Cash Flows for the Six Months Ended August 31, 2022 and 2021 (unaudited)	8
Notes to the Financial Statements (unaudited)	9

3

UNITED STATES BASKETBALL LEAGUE, INC.

CONDENSED BALANCE SHEETS

	August 31,		February 28,
	2022		2022
	(unaudited)
ASSETS
Current Assets:
Cash	$	147,669	$	180,756
Prepaid stock for services		—		32,208
Other prepaids		4,345		—
Total Assets	$	152,014	$	212,964
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,123	$	13,478
Total Current Liabilities		1,123		13,478
Total Liabilities		1,123		13,478
Stockholders’ Equity (Deficit):
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none and 1,105,679 shares issued and outstanding, respectively		—		—
Common stock, $0.01 par value, 100,000,000 shares authorized; 8,845,348 and 8,845,348 shares issued and outstanding, respectively		88,453		88,453
Additional paid-in capital		7,346,701		7,346,701
Accumulated deficit		(7,241,809)		(7,193,214)
Treasury stock, at cost; 39,975 shares of common stock		(42,454)		(42,454)
Total Stockholders’ Equity		150,891		199,486
Total Liabilities and Stockholders’ Deficit	$	152,014	$	212,964

The accompanying notes are an integral part of these unaudited condensed financial statements.

4

UNITED STATES BASKETBALL LEAGUE, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	August 31,				August 31,
	2022		2021		2022		2021
Operating Expenses:
Professional fees	$	3,340	$	247	$	10,840	$	12,272
General and administrative		6,854		80,096		37,755		105,466
Director compensation		—		—		—		48,000
Total operating expenses		10,194		80,343		48,595		165,738
Loss from Operations		(10,194)		(80,343)		(48,595)		(165,738)
Other Income (Expense):
Gain on forgiveness of debt		—		—		—		66,747
Other income		—		2,000		—		2,000
Loss on conversion of debt – related party		—		(127,480)		—		(127,480)
Total other expense		—		(125,480)		—		(58,733)
Net loss	$	(10,194)	$	(205,823)	$	(48,595)	$	(224,471)
Loss per Common Share:
Basic and Diluted	$	(0.00)	$	(0.04)	$	(0.00)	$	(0.05)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		8,845,348		5,211,993		8,845,348		4,386,782

The accompanying notes are an integral part of these unaudited condensed financial statements.

5

UNITED STATES BASKETBALL LEAGUE, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2021 and 2022

(Unaudited)

																Total
	Common Stock			Preferred Stock			Common Stock		Additional		Accumulated		Treasury Stock			Stockholders’
	Shares	Amount		Shares	Amount		To be Issued		Paid-in Capital		Deficit		Shares	Amount		Equity (Deficit)
Balance, February 28, 2021	3,552,502	$	35,525	1,105,679	$	11,057	$	—	$	2,679,855	$	(5,119,824)	39,975	$	(42,454)	$	(2,435,841)
Common stock issued for services	—		—	—		—		111,250		—		—	—		—		111,250
Common stock issued for director services	—		—	—		—		48,000		—		—	—		—		48,000
Common stock sold for cash	—		—	—		—		240,000		—		—	—		—		240,000
Forgiveness of related party debt	—		—	—		—		—		2,343,370		—	—		—		2,343,370
Net Loss	—		—	—		—		—		—		(18,648)	—		—		(18,648)
Balance, May 31, 2021	3,552,502		35,525	1,105,679		11,057		399,250		5,023,225		(5,138,472)	39,975		(42,454)		288,131
Common stock issued for services	875,000		8,750	—		—		(159,250)		254,500		—	—		—		104,000
Common stock sold for cash	2,400,000		24,000	—		—		(240,000)		216,000		—	—		—		—
Common stock issued for loans payable – related party	318,700		3,187	—		—		—		156,163		—	—		—		159,350
Net Loss	—		—	—		—		—		—		(205,823)	—		—		(205,823)
Balance, August 31, 2021	7,146,202	$	71,462	1,105,679	$	11,057	$	—	$	5,649,888	$	(5,344,295)	39,975	$	(42,454)	$	345,658

	Common Stock			Additional		Accumulated		Treasury Stock			Total Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Shares	Amount		Equity (Deficit)
Balance, February 28, 2022	8,845,348	$	88,453	$	7,346,701	$	(7,193,214)	39,975	$	(42,454)	$	199,486
Net Loss	—		—		—		(38,401)	—		—		(38,401)
Balance, May 31, 2022	8,845,348		88,453		7,346,701		(7,231,615)	39,975		(42,454)		161,085
Net Loss	—		—		—		(10,194)	—		—		(10,194)
Balance, August 31, 2022	8,845,348	$	88,453	$	7,346,701	$	(7,241,809)	39,975	$	(42,454)	$	150,891

The accompanying notes are an integral part of these unaudited condensed financial statements.

6

UNITED STATES BASKETBALL LEAGUE, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	August 31,
	2022		2021
Cash Flows from Operating Activities:
Net loss	$	(48,595)	$	(224,471)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		—		(66,747)
Loss on conversion of debt – related party		—		127,480
Common stock granted for director fees		—		48,000
Common stock issued for services		—		77,978
Changes in operating assets and liabilities:
Prepaids		27,863		6,044
Accounts payable and accrued expenses		(12,355)		(50,349)
Net cash used in operating activities		(33,087)		(82,065)
Cash Flows from Investing Activities		—		—
Cash Flows from Financing Activities:
Increase in due to related parties		—		58,520
Loan payable		—		3,581
Repayment of loan payable		—		(3,581)
Cash proceeds from sale of common stock		—		240,000
Net cash provided by financing activities		—		298,520
Net change in cash		(33,087)		216,455
Cash, beginning of period		180,756		75
Cash, end of period	$	147,669	$	216,530
Supplemental disclosures of cash flow information:
Interest paid	$	—	$	—
Income tax paid	$	—	$	—
Supplemental disclosure of non-cash financing activity:
Related party loans converted to common stock	$	—	$	31,870

The accompanying notes are an integral part of these unaudited condensed financial statements.

8

UNITED STATES BASKETBALL LEAGUE, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2022

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

United States Basketball League, Inc. (“USBL”) is a holding company currently evaluating and assessing new business opportunities. The Company was incorporated in Delaware on May 29, 1984 as a wholly owned subsidiary of Meisenheimer Capital, Inc. (“MCI”) for the purpose of developing and managing a professional basketball league, the United States Basketball League (the “League”). Since the inception of the League, USBL has primarily engaged in selling franchises and managing the League. From 1985 and up to the present time, USBL has sold a total of approximately forty active franchises (teams), a vast majority of which were terminated for non-payment of their respective franchise obligations. Seasons from 2008 through 2018, inclusive, have been cancelled.

On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 common shares which it held, to a new investor group. The Sellers also sold 1,105,644 of USBL’s preferred stock at a per share price of $.057 per share to EROP Enterprises, LLC. As a result of the sale of common and preferred stock by the Sellers, the Company experienced a change in control.

World Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 shares of common stock for its services, and Verde Capital was issued 150,000 shares for Consulting Services. Effective April 7, 2021, the Board of Directors accepted the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Effective April 7, 2021, Saeb Jannoun was appointed to fill the vacancy following the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Mr. Michael Pruitt also joined the Board.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended February 28, 2022, have been omitted.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill,

Recently Issued Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

9

NOTE 3 – GOING CONCERN

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $7,241,809, and few sources of revenue. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the year ended February 28, 2022, the Company granted 200,000 shares of common stock to EROP for services per the terms of a consulting agreement. The shares were valued at $0.52, the closing stock price on the date of grant, for total non-cash expense of $104,000. The expense is being amortized over the one-year term of the service agreement with EROP. As of February 28, 2022, the Company recognized $73,667 of the expense. During the six months ended August 31, 2022, the remaining $30,333 was recognized to expense. During the six months ended August 31, 2022, the total prepaid expensed was $32,208.

NOTE 5 – PREFERRED STOCK

On May 18, 2021, the Company increased its authorized shares of Preferred Stock from 2,000,000 to 10,000,000 shares.

Each share of preferred stock has five votes, is entitled to a 2% cumulative annual dividend, and is convertible at any time into one share of common stock. As of August 31, 2022, there were no shares of preferred stock issued and outstanding.

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Forward-looking Statements

There are “forward-looking statements” contained in this quarterly report. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:

● Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

● Our failure to earn revenues or profits;

● Inadequate capital to continue business;

● Volatility or decline of our stock price;

● Potential fluctuation in quarterly results;

● Rapid and significant changes in markets;

● Litigation with or legal claims and allegations by outside parties; and

● Insufficient revenues to cover operating costs.

The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.

OVERVIEW

United States Basketball League, Inc. (OTC: USBL) is an emerging diversified investment vehicle focused on participating in and acquiring interests that are leading edge in their respective market niches, and that have expectations of enhancing shareholder values. Based in Tampa, Florida, the Management, Advisors, and the Board of the Company are currently engaged in evaluating and assessing new business opportunities.

Results of Operations

The three months ended August 31,2022 compared to the three months ended August 31, 2021

Professional Fees

For the three months ended August 31, 2022, the company incurred $3,340 of professional fees compared to $247 for the three months ended August 31, 2021, an increase of $3,093. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense.

General and Administrative Expense

For the three months ended August 31, 2022, the company incurred $6,854 of general and administrative expense (“G&A”) compared to $80,096 for the three months ended August 31, 2021, a decrease of $73,242 or 91.4% In the prior period we incurred $66,400 more of consulting expense for stock issued for services.

11

Other Income/Expense

We had no other income or expense for three months ended August 31, 2022. During the three months ended August 31, 2021, the Company recognized a related party loss on conversion of debt of $127,480 and $2,000 of other income.

Net Loss

For the three months ended August 31, 2022, we had a net loss of $10,194 compared to $205,823 for the three months ended August 31, 2021. We had a decrease of our net loss due to the reasons discussed above.

The six months ended August 31, 2022 compared to the six months ended August 31, 2021

Professional Fees

For the six months ended August 31, 2022, the company incurred $10,840 of professional fees compared to $12,272 for the six months ended August 31, 2021, a decrease of $1,432 or 11.7%. Professional fees generally consist of audit, legal, accounting and transfer agent fees expense. The decrease in the current period is mainly due to a decrease of transfer agent fees.

General and Administrative Expense

For the six months ended August 31, 2022, the company incurred $37,755 of G&A expense compared to $105,466 for the six months ended August 31, 2021, a decrease of $67,711 or 64.2% In the prior period we incurred $66,400 more of consulting expense for stock issued for services.

Director Compensation

For the six months ended August 31, 2022, the company incurred $0 of director compensation expense compared to $48,000 for the six months ended August 31, 2021. During the prior period we issued common stock to two of our directors for total non-cash stock compensation of $48,000.

Other Income/Expense

We had no other income or expense for six months ended August 31, 2022. During the six months ended August 31, 2021, the Company recognized a related party loss on conversion of debt of $127,480, $2,000 of other income and a gain on forgiveness of debt of $66,147.

Net Loss

For the six months ended August 31, 2022, we had a net loss of $48,585 compared to $224,471 for the six months ended August 31, 2021. We had a decrease of our net loss due to the reasons discussed above.

Liquidity and Capital Resources

Operating Activities

For the six months ended August 31, 2022, the company used $33,087 in operating activities compared to $82,065 for the six months ended August 31, 2021.

Financing Activities

During the six months ended August 31, 2022, we neither received nor used any funds for financing activities. During the six months ended August 31, 2021, we received $240,000 from the sale of common stock. We received a cash advance from our CEO of $3,000, $28,870 from another related party and $39,994 from members of the prior management. We also received $3,581 from another party to assist with general operating expenses.

12

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

Recent Accounting Pronouncements

We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncements to have an impact on our results of operations or financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of August 31, 2022.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

13

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNITED STATES BASKETBALL LEAGUE, INC.

/s/ Saeb Jannoun

Saeb Jannoun

Chairman and President

October 14, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

15