Cover
Cover - shares | 9 Months Ended | |
Nov. 30, 2023 | Jan. 08, 2024 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Nov. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --02-29 | |
Entity File Number | 001-15913 | |
Entity Registrant Name | SHOREPOWER TECHNOLOGIES INC. | |
Entity Central Index Key | 0000764630 | |
Entity Tax Identification Number | 06-1120072 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5291 NE Elam Young Pkwy | |
Entity Address, Address Line Two | Suite 160 | |
Entity Address, City or Town | Hillsboro | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97124 | |
City Area Code | (503) | |
Local Phone Number | 892-7345 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SPEV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,478,678 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | United States Basketball League, Inc. | |
Entity Address, Address Line Two | 8270 Woodland Center | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33614 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Current Assets: | ||
Cash | $ 278,097 | $ 114,851 |
Funds held in escrow | 553,000 | |
Accounts receivable | 2,500 | |
Prepaids | 535 | |
Note receivable | 35,000 | |
Inventory | 6,876 | 6,880 |
Total Current Assets | 322,473 | 675,266 |
Non-Current Assets: | ||
Other asset | 1,000 | 1,000 |
Total non-current assets | 1,000 | 1,000 |
Total Assets | 323,473 | 676,266 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 57,169 | 106,394 |
Total Current Liabilities | 469,787 | 343,478 |
Total Liabilities | 1,507,711 | 1,527,787 |
Stockholders’ Deficit: | ||
Preferred stock value | ||
Common stock, $0.01 par value, 100,000,000 shares authorized; 48,478,678 and 47,435,106 shares issued and outstanding, respectively | 484,787 | 474,351 |
Additional paid-in capital | 803,127 | 615,284 |
Accumulated deficit | (2,449,698) | (1,918,702) |
Treasury stock, at cost; 39,975 shares of common stock | (42,454) | (42,454) |
Total Stockholders’ Deficit | (1,184,238) | (851,521) |
Total Liabilities and Stockholders’ Deficit | 323,473 | 676,266 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value | 20,000 | 20,000 |
Related Party [Member] | ||
Current Liabilities: | ||
Accrued officer compensation – related party | 110,000 | 20,000 |
Accrued interest – related party | 65,450 | |
Note payable | 125,773 | 105,689 |
Notes payable, net of current portion – related party | 1,037,924 | 1,184,309 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Note payable | $ 111,395 | $ 111,395 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | Feb. 28, 2023 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6,894,356 | 6,894,356 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,478,678 | 47,435,106 |
Common stock, shares outstanding | 48,478,678 | 47,435,106 |
Treasury stock, share | 39,975 | 39,975 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,105,644 | 1,105,644 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | |
Total revenue | $ 2,845 | $ 10,124 | $ 18,440 | $ 19,674 |
Cost of revenue | 9,517 | 11,846 | 27,897 | 32,345 |
Less revenue share | 1,771 | 1,664 | 5,650 | 1,665 |
Gross margin | (8,443) | (3,386) | (15,107) | (14,336) |
Operating Expenses: | ||||
Professional fees | 14,921 | 18,240 | 245,170 | 30,314 |
General and administrative | 35,566 | 7,729 | 99,609 | 30,518 |
Consulting | 10,658 | 30,668 | ||
Officer compensation | 30,000 | 31,200 | 90,000 | 93,600 |
Total operating expenses | 91,145 | 57,169 | 465,447 | 154,432 |
Loss from Operations | (99,588) | (60,555) | (480,554) | (168,768) |
Other Income (Expense): | ||||
Other income | 1,026 | 65 | 1,026 | |
Interest expense | (3,953) | (50,507) | ||
Impairment of fixed asset | (46,063) | |||
Total other income (expense) | (3,953) | 1,026 | (50,442) | (45,037) |
Net loss | $ (103,541) | $ (59,529) | $ (530,996) | $ (213,805) |
Basic loss per common share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Diluted loss per common share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - basic | 48,478,678 | 9,405,788 | 48,027,610 | 9,030,803 |
Weighted average number of common shares outstanding - diluted | 48,478,678 | 9,405,788 | 48,027,610 | 9,030,803 |
Service [Member] | ||||
Total revenue | $ 2,845 | $ 8,420 | $ 10,531 | $ 15,535 |
Product [Member] | ||||
Total revenue | $ 1,704 | $ 7,909 | $ 4,139 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Shares to be Issued [Member] | Treasury Stock, Common [Member] | Total |
Balance at Feb. 28, 2022 | $ 71,462 | $ 11,057 | $ (1,539,725) | $ (1,605,572) | $ 1,699,146 | $ (42,454) | $ (1,406,086) | |
Balance, shares at Feb. 28, 2022 | 7,142,202 | 1,105,644 | 39,975 | |||||
Net Loss | (101,603) | (101,603) | ||||||
Conversion of preferred stock to common stock | $ 16,991 | $ (11,057) | 1,693,212 | (1,699,146) | ||||
Conversion of preferred stock to common stock, shares | 1,699,146 | (1,105,644) | ||||||
Balance at May. 31, 2022 | $ 88,453 | 153,487 | (1,707,175) | $ (42,454) | (1,507,689) | |||
Balance, shares at May. 31, 2022 | 8,841,348 | 39,975 | ||||||
Balance at Feb. 28, 2022 | $ 71,462 | $ 11,057 | (1,539,725) | (1,605,572) | 1,699,146 | $ (42,454) | (1,406,086) | |
Balance, shares at Feb. 28, 2022 | 7,142,202 | 1,105,644 | 39,975 | |||||
Net Loss | (213,805) | |||||||
Balance at Nov. 30, 2022 | $ 103,453 | 543,487 | (1,819,377) | $ (42,454) | (1,214,891) | |||
Balance, shares at Nov. 30, 2022 | 10,341,348 | 39,975 | ||||||
Balance at May. 31, 2022 | $ 88,453 | 153,487 | (1,707,175) | $ (42,454) | (1,507,689) | |||
Balance, shares at May. 31, 2022 | 8,841,348 | 39,975 | ||||||
Net Loss | (52,673) | (52,673) | ||||||
Balance at Aug. 31, 2022 | $ 88,453 | 153,487 | (1,759,848) | $ (42,454) | (1,560,362) | |||
Balance, shares at Aug. 31, 2022 | 8,841,348 | 39,975 | ||||||
Net Loss | (59,529) | (59,529) | ||||||
Common stock issued for services | $ 7,500 | 195,000 | 202,500 | |||||
Common stock issued for services, shares | 750,000 | |||||||
Common stock issued for director services | $ 7,500 | 195,000 | 202,500 | |||||
Common stock issued for director services, shares | 750,000 | |||||||
Balance at Nov. 30, 2022 | $ 103,453 | 543,487 | (1,819,377) | $ (42,454) | (1,214,891) | |||
Balance, shares at Nov. 30, 2022 | 10,341,348 | 39,975 | ||||||
Balance at Feb. 28, 2023 | $ 474,351 | $ 20,000 | 615,284 | (1,918,702) | $ (42,454) | (851,521) | ||
Balance, shares at Feb. 28, 2023 | 47,435,106 | 2,000,000 | 39,975 | |||||
Net Loss | (115,085) | (115,085) | ||||||
Balance at May. 31, 2023 | $ 474,351 | $ 20,000 | 615,284 | (2,033,787) | $ (42,454) | (966,606) | ||
Balance, shares at May. 31, 2023 | 47,435,106 | 2,000,000 | 39,975 | |||||
Balance at Feb. 28, 2023 | $ 474,351 | $ 20,000 | 615,284 | (1,918,702) | $ (42,454) | (851,521) | ||
Balance, shares at Feb. 28, 2023 | 47,435,106 | 2,000,000 | 39,975 | |||||
Net Loss | (530,996) | |||||||
Balance at Nov. 30, 2023 | $ 484,787 | $ 20,000 | 803,127 | (2,449,698) | $ (42,454) | (1,184,238) | ||
Balance, shares at Nov. 30, 2023 | 48,478,678 | 2,000,000 | 39,975 | |||||
Balance at May. 31, 2023 | $ 474,351 | $ 20,000 | 615,284 | (2,033,787) | $ (42,454) | (966,606) | ||
Balance, shares at May. 31, 2023 | 47,435,106 | 2,000,000 | 39,975 | |||||
Net Loss | (312,370) | (312,370) | ||||||
Common stock issued for services | $ 10,436 | 187,843 | 198,279 | |||||
Common stock issued for services, shares | 1,043,572 | |||||||
Balance at Aug. 31, 2023 | $ 484,787 | $ 20,000 | 803,127 | (2,346,157) | $ (42,454) | (1,080,697) | ||
Balance, shares at Aug. 31, 2023 | 48,478,678 | 2,000,000 | 39,975 | |||||
Net Loss | (103,541) | (103,541) | ||||||
Balance at Nov. 30, 2023 | $ 484,787 | $ 20,000 | $ 803,127 | $ (2,449,698) | $ (42,454) | $ (1,184,238) | ||
Balance, shares at Nov. 30, 2023 | 48,478,678 | 2,000,000 | 39,975 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2023 | Nov. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (530,996) | $ (213,805) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment expense | 46,063 | |
Common stock issued for services | 198,279 | |
Depreciation expense | 5,133 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,500) | |
Inventory | 4 | (2,186) |
Prepaids | 535 | (38,605) |
Note receivable | (35,000) | |
Accounts payable and accrued expenses | (49,225) | (44,473) |
Accrued interest – related party | 50,505 | |
Accrued officer compensation | 90,000 | 93,600 |
Net cash used in operating activities | (278,398) | (154,273) |
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities: | ||
Repayment of loan payable | (7,240) | |
Repayment of related party loan | (111,356) | (12,001) |
Net cash used in financing activities | (111,356) | (19,241) |
Net change in cash | (389,754) | (173,514) |
Cash, beginning of period | 114,851 | 319,980 |
Funds held in escrow, beginning of period | 553,000 | |
Cash, end of period | 278,097 | 146,466 |
Supplemental disclosures of cash flow information: | ||
Interest paid | ||
Income tax paid |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Shorepower Technologies Inc. (“SPEV” “Shorepower” “the Company”) (formerly United States Basketball League, Inc) 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”). 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 1,105,644 .057 World Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 150,000 The Company’s Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies under which Shorepower was merged with and into SPEV (the “Merger”) was closed on March 22, 2023. Under the terms of the Merger Agreement, Jeff Kim, the prior CEO of Shurepower, LLC and the current CEO of the Company, now owns 26,089,758 11,000,000 660,000 2,000,000 (i) an additional 2.5% of the issued and outstanding SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding SPEV Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding SPEV common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer. We accounted for the Merger transaction as a recapitalization resulting from the acquisition by a non-operating public company that is not a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). This accounting treatment as a recapitalization is consistent with Commission guidance promulgated in staff speeches and the SEC Reporting Manual, Topic 12 on Reverse Acquisitions and Recapitalizations. As such, the transaction is outside the scope of FASB ASC 805. Specifically, the Merger transaction was treated as a reverse recapitalization in which the entity that issues securities (the legal acquirer) is determined to be the accounting acquiree, while the entity receiving securities (the legal acquiree) is the accounting acquirer. Under reverse merger accounting (i.e., recapitalization), historical financial statements of Shurepower, LLC (the legal acquiree, accounting acquirer), are presented with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). As a result of the merger transaction the Company reduced its accumulated deficit and increased its additional paid in capital by approximately $ 5,872,000 Effective on the date of closing the merger, Saeb Jannoun and Michael D. Pruitt resigned as directors of the Company, and Mr. Jannoun resigned as the CEO. Jeff Kim was appointed as the sole officer and director. Effective June 20, 2023, the Company’s name was changed to Shorepower Technologies Inc and its ticker symbol to SPEV. The Company is a transportation electrification infrastructure manufacturer and service provider of Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification (TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have 60 1,800 31 16 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information 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, 2023, have been omitted. The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). 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. Inventory Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventory at November 30, 2023 and February 28, 2023, was $ 6,876 6,880 Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers Cost of Revenue Cost of revenues includes actual product cost, labor, if any, and direct overheard, including utility (electricity) bills, which is applied on a per unit basis. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of November 30, 2023, management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible. 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Nov. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 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 $ 2,449,698 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Nov. 30, 2023 | |
Note Receivable | |
NOTE RECEIVABLE | NOTE 4 – NOTE RECEIVABLE On November 25, 2023, the Company entered into a Promissory Note Agreement with Convoy Solutions, LLC (“Convoy”), for $ 40,000 December 18, 2023 35,000 |
LOAN PAYABLE
LOAN PAYABLE | 9 Months Ended |
Nov. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 5 LOAN PAYABLE As of November 30, 2023 and February 28, 2023, the Company has a loan payable to a third party of $ 111,395 111,395 , respectively. The loan is non-interest bearing and due on demand. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Nov. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS On February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 200,000 twenty years 6.58 1,500 88,044 185,000 18,536 On March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 253,954 6.63 238,054 10,967 On December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 1,237,600 6.42 400,000 837,600 35,947 On March 22, 2023, the Company entered into an executive employment agreement with its executive officer, Jeff Kim. Under the terms of his employment agreement, Mr. Kim’s annual base salary is $ 200,000 10,000 2,000 10,000 10,000 110,000 20,000 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Nov. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 – COMMON STOCK On February 17, 2023, the Company sold 11,000,000 0.06 660,000 553,000 On August 30, 2023, the Company granted 1,043,572 0.19 198,279 As of November 30, 2023, there are 48,478,678 |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Nov. 30, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK On May 18, 2021, the Company increased its authorized shares of Preferred Stock from 2,000,000 10,000,000 There are 1,105,644 2 convertible at any time into shares of common stock 1,105,644 1,699,146 1,699,146 As of November 30, 2023, there were no As part of the merger, the Company designated 2,000,000 10,000,000 Each Series B preferred share has voting power of 40 shares of the Company’s common stock The Series B preferred will have no conversion feature As of November 30, 2023, there are 2,000,000 |
WARRANTS
WARRANTS | 9 Months Ended |
Nov. 30, 2023 | |
Warrants | |
WARRANTS | NOTE 9 – WARRANTS On February 17, 2023, the Company sold 11,000,000 0.06 660,000 0.25 The warrants are callable by the Company if its common stock trades at $0.75 for at least 20 trading days and at a volume of not less than 30,000 shares per day 524,737 In accordance to ASC 815-40, an equity-linked financial instrument can be classified in equity only if it (1) is indexed to the reporting entity’s own stock and (2) meets all other conditions for equity classification. The warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity. The fair value of the warrants was determined using the Black-Scholes option pricing model which requires the input of subjective assumptions, the expected life of the warrants, and the expected stock price volatility. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The assumptions used to determine the fair value of the Warrants as follows: SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS Year Ended February 28, 2023 Expected life (years) 2 Risk-free interest rate 4.78 % Expected volatility 224.92 % Dividend yield 0 % The expected life of the warrants was estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns for its warrant grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company calculated its expected volatility based on the historical closing price of its common stock, par value $ 0.01 SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Intrinsic Value Outstanding, February 28, 2023 11,000,000 $ 0.25 2 Issued — $ — — Cancelled — $ — — Exercised — $ — — Outstanding, November 30, 2023 11,000,000 $ 0.25 1.47 $ 660,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Nov. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In accordance with ASC 855-10 the Company has analyzed its operations subsequent to November 30, 2023, and to the date these unaudited financial statements were issued and has determined that it does not have any subsequent events to disclose in these unaudited financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Nov. 30, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information 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, 2023, have been omitted. The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of Estimates | 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. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventory at November 30, 2023 and February 28, 2023, was $ 6,876 6,880 |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers |
Cost of Revenue | Cost of Revenue Cost of revenues includes actual product cost, labor, if any, and direct overheard, including utility (electricity) bills, which is applied on a per unit basis. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of November 30, 2023, management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible. |
Recently Issued Accounting Pronouncements | 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. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Nov. 30, 2023 | |
Warrants | |
SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS | The assumptions used to determine the fair value of the Warrants as follows: SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS Year Ended February 28, 2023 Expected life (years) 2 Risk-free interest rate 4.78 % Expected volatility 224.92 % Dividend yield 0 % |
SCHEDULE OF WARRANT ACTIVITY | SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Intrinsic Value Outstanding, February 28, 2023 11,000,000 $ 0.25 2 Issued — $ — — Cancelled — $ — — Exercised — $ — — Outstanding, November 30, 2023 11,000,000 $ 0.25 1.47 $ 660,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||
Aug. 30, 2023 $ / shares shares | Feb. 17, 2023 USD ($) shares | Apr. 07, 2021 $ / shares shares | Aug. 31, 2023 shares | Nov. 30, 2022 shares | Nov. 30, 2023 USD ($) Facility Item State shares | |
Share price | $ / shares | $ 0.19 | |||||
Common stock issued for services, shares | 1,043,572 | |||||
Sale of stock number of shares issued in transaction | 11,000,000 | |||||
Proceeds from issuance of common stock | $ | $ 660,000 | |||||
Increase in additional paid in capital | $ | $ 5,872,000 | |||||
Government Grants | $ | $ 16,000,000 | |||||
Shorepower [Member] | ||||||
Number of operational TSE facilities | Facility | 60 | |||||
Number of individual electrified parking spaces | Item | 1,800 | |||||
Number of states in which operational TSE facilities located | State | 31 | |||||
Chief Executive Officer [Member] | ||||||
Milestones description | (i) an additional 2.5% of the issued and outstanding SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding SPEV Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding SPEV common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer. | |||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Stock issued during period shares acquisitions, shares | 2,000,000 | |||||
Stock Purchase Agreements [Member] | World Equity Markets [Member] | ||||||
Common stock issued for services, shares | 125,000 | |||||
Stock Purchase Agreements [Member] | Verde Capital [Member] | ||||||
Common stock issued for services, shares | 150,000 | |||||
Stock Purchase Agreements [Member] | Erop Enterprises Llc [Member] | Series A Preferred Stock [Member] | ||||||
Number of shares issued | 1,105,644 | |||||
Share price | $ / shares | $ 0.057 | |||||
Common Stock [Member] | ||||||
Common stock issued for services, shares | 1,043,572 | 750,000 | ||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||
Common stock issued for services, shares | 26,089,758 | |||||
Sale of stock number of shares issued in transaction | 11,000,000 | |||||
Proceeds from issuance of common stock | $ | $ 660,000 | |||||
Common Stock [Member] | Stock Purchase Agreements [Member] | ||||||
Number of shares issued | 2,704,007 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Accounting Policies [Abstract] | ||
Inventory | $ 6,876 | $ 6,880 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 2,449,698 | $ 1,918,702 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | Nov. 25, 2023 | Nov. 30, 2023 | Feb. 28, 2023 |
Note receivable | $ 35,000 | ||
Covoy Solutionss Llc [Member] | Promissory Note Agreement [Member] | |||
Note receivable | $ 40,000 | ||
Maturity date | Dec. 18, 2023 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 |
Third Party [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Loan payable | $ 111,395 | $ 111,395 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Mar. 22, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | Feb. 15, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Mar. 01, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Repayment for related party | $ 111,356 | $ 12,001 | ||||||
Jeff Kim [Member] | Executive Employment Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly loan payment | $ 2,000 | |||||||
Due to related party | 200,000 | |||||||
Repayment for related party | 10,000 | |||||||
Related party payment threshold | 10,000 | |||||||
Monthly salary | $ 10,000 | |||||||
Accrued compensation | 110,000 | $ 20,000 | ||||||
Promissory Note One [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 200,000 | |||||||
Promissory note term | 20 years | |||||||
Interest rate | 6.58% | |||||||
Monthly loan payment | $ 1,500 | |||||||
Promissory note balance | 88,044 | $ 185,000 | ||||||
Promissory note accrued interest | 18,536 | |||||||
Promissory Note Two [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 253,954 | |||||||
Interest rate | 6.63% | |||||||
Promissory note balance | 238,054 | |||||||
Promissory note interest | 10,967 | |||||||
Promissory Note Three [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 1,237,600 | |||||||
Interest rate | 6.42% | |||||||
Promissory note balance | 837,600 | |||||||
Promissory note interest | $ 35,947 | |||||||
Promissory note forgiveness | $ 400,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | |||||
Aug. 30, 2023 | Feb. 28, 2023 | Feb. 17, 2023 | Aug. 31, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | |
Equity [Abstract] | ||||||
Sale of stock number of shares issued in transaction | 11,000,000 | |||||
Sale of stock, price per share | $ 0.06 | |||||
Proceeds from issuance of common stock | $ 660,000 | |||||
Legal and investor expenses | $ 553,000 | |||||
Stock issued for investor related services, shares | 1,043,572 | |||||
Share price | $ 0.19 | |||||
Stock issued for investor related services | $ 198,279 | $ 198,279 | $ 202,500 | |||
Shares, issued | 48,478,678 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 9 Months Ended | ||||
Feb. 28, 2022 | Nov. 30, 2023 | Feb. 28, 2023 | May 18, 2021 | May 17, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 6,894,356 | 6,894,356 | 10,000,000 | 2,000,000 | |
Interest expense | $ 1,699,146 | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Converted shares of common stock | 1,699,146 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,105,644 | 1,105,644 | |||
Preferred stock dividend rate | 2% | ||||
Preferred stock, conversion basis, description | convertible at any time into shares of common stock | ||||
Converted shares | 1,105,644 | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, conversion basis, description | The Series B preferred will have no conversion feature | ||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | |||
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | |||
Preferred stock, voting rights | Each Series B preferred share has voting power of 40 shares of the Company’s common stock | ||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,000,000 | ||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 10,000,000 |
SCHEDULE OF WARRANTS FAIR VALUE
SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS (Details) - Warrant [Member] | 12 Months Ended |
Feb. 28, 2023 | |
Expected life (years) | 2 years |
Risk-free interest rate | 4.78% |
Expected volatility | 224.92% |
Dividend yield | 0% |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants, outstanding, beginning balance | 11,000,000 | |
Weighted average exercise price per share, outstanding, beginning balance | $ 0.25 | |
Weighted average non remaining contractual life, warrants outstanding | 1 year 5 months 19 days | 2 years |
Warrants issued, shares | ||
Warrants issued, weighted average exercise price | ||
Warrants cancelled, shares | ||
Warrants cancelled, weighted average exercise price | ||
Warrants exercised, shares | ||
Warrants exercised, weighted average exercise price | ||
Number of warrants, outstanding, ending balance | 11,000,000 | 11,000,000 |
Weighted average exercise price per share, outstanding, ending balance | $ 0.25 | $ 0.25 |
Warrants outstanding, intrinsic value ending balance | $ 660,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Feb. 17, 2023 | Nov. 30, 2023 | Feb. 28, 2023 |
Warrants | |||
Sale of stock number of shares issued in transaction | 11,000,000 | ||
Sale of stock, price per share | $ 0.06 | ||
Proceeds from issuance of common stock | $ 660,000 | ||
Warrant exercise price | $ 0.25 | ||
Warrant revenue recognized description | The warrants are callable by the Company if its common stock trades at $0.75 for at least 20 trading days and at a volume of not less than 30,000 shares per day | ||
Fair value adjustment of warrants | $ 524,737 | ||
Common stock par value | $ 0.01 | $ 0.01 |