Cover
Cover | 9 Months Ended |
Nov. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 5 |
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 | Suite 160 |
Entity Address, Address Line Two | Hillsboro |
Entity Address, Address Line Three | OR |
Entity Address, City or Town | 97124 |
Entity Address, Postal Zip Code | Hillsboro |
City Area Code | (509) |
Local Phone Number | 892-7345 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Suite 160 |
Entity Address, Address Line Two | 5291 NE Elam Young Pkwy. |
Entity Address, City or Town | Hillsboro |
Entity Address, State or Province | OR |
Entity Address, Postal Zip Code | 97124 |
Contact Personnel Name | Jeff Kim |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2022 |
Current Assets: | |||
Cash | $ 278,097 | $ 77,086 | $ 180,756 |
Funds held in escrow | 553,000 | ||
Prepaid stock for services | 32,208 | ||
Other prepaids | 535 | ||
Inventory | 6,876 | ||
Prepaids | |||
Note receivable | 35,000 | ||
Accounts receivable | 2,500 | ||
Total Current Assets | 322,473 | ||
Non-Current Assets: | |||
Other asset | 1,000 | ||
Total non-current assets | 1,000 | ||
Total Assets | 323,473 | 680,621 | 212,964 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 57,169 | 13,440 | 13,478 |
Accrued officer compensation – related party | 110,000 | ||
Accrued interest – related party | 65,450 | ||
Total Current Liabilities | 469,787 | 13,440 | 13,478 |
Total Liabilities | 1,507,711 | 13,440 | 13,478 |
Stockholders’ Deficit: | |||
Preferred stock value | |||
Common stock, $0.01 par value, 100,000,000 shares authorized; 50,478,678 and 47,435,106 shares issued and outstanding, respectively | 484,787 | 474,351 | 71,462 |
Additional paid-in capital | 803,127 | 8,005,803 | 5,653,489 |
Common shares to be issued | 1,699,146 | ||
Accumulated deficit | (2,449,698) | (7,790,519) | (7,193,214) |
Treasury stock, at cost; 39,975 shares of common stock | (42,454) | (42,454) | (42,454) |
Total Stockholders’ Deficit | (1,184,238) | 667,181 | 199,486 |
Total Liabilities and Stockholders’ Deficit | 323,473 | 680,621 | 212,964 |
Revision of Prior Period, Adjustment [Member] | |||
Current Assets: | |||
Cash | 114,851 | ||
Funds held in escrow | 553,000 | ||
Inventory | 6,880 | ||
Prepaids | 535 | ||
Note receivable | |||
Accounts receivable | |||
Total Current Assets | 675,266 | ||
Non-Current Assets: | |||
Other asset | 1,000 | ||
Total non-current assets | 1,000 | ||
Total Assets | 676,266 | ||
Current Liabilities: | |||
Accounts payable and accrued expenses | 106,394 | ||
Accrued officer compensation – related party | 20,000 | ||
Accrued interest – related party | |||
Total Current Liabilities | 343,478 | ||
Total Liabilities | 1,527,787 | ||
Stockholders’ Deficit: | |||
Preferred stock value | |||
Common stock, $0.01 par value, 100,000,000 shares authorized; 50,478,678 and 47,435,106 shares issued and outstanding, respectively | 474,351 | ||
Additional paid-in capital | 615,284 | ||
Accumulated deficit | (1,918,702) | ||
Treasury stock, at cost; 39,975 shares of common stock | (42,454) | ||
Total Stockholders’ Deficit | (851,521) | (1,406,086) | |
Total Liabilities and Stockholders’ Deficit | 676,266 | ||
Series A Preferred Stock [Member] | |||
Stockholders’ Deficit: | |||
Preferred stock value | 11,057 | ||
Series A Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Stockholders’ Deficit: | |||
Preferred stock value | |||
Series B Preferred Stock [Member] | |||
Stockholders’ Deficit: | |||
Preferred stock value | 20,000 | 20,000 | |
Series B Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Stockholders’ Deficit: | |||
Preferred stock value | 20,000 | ||
Related Party [Member] | |||
Current Assets: | |||
Accounts receivable | 50,000 | ||
Current Liabilities: | |||
Note payable | 125,773 | ||
Notes payable, net of current portion – related party | 1,037,924 | ||
Related Party [Member] | Revision of Prior Period, Adjustment [Member] | |||
Current Liabilities: | |||
Note payable | 105,689 | ||
Notes payable, net of current portion – related party | 1,184,309 | ||
Nonrelated Party [Member] | |||
Current Liabilities: | |||
Note payable | $ 111,395 | ||
Nonrelated Party [Member] | Revision of Prior Period, Adjustment [Member] | |||
Current Liabilities: | |||
Note payable | $ 111,395 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6,894,356 | 6,894,356 | 6,894,356 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 50,478,678 | 7,146,202 | |
Common Stock, Shares, Outstanding | 50,478,678 | 50,478,678 | 7,146,202 |
Treasury stock, share | 39,975 | 39,975 | 39,975 |
Revision of Prior Period, Adjustment [Member] | |||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares authorized | 6,894,356 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||
Common Stock, Shares, Outstanding | 47,435,106 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,105,644 | 1,105,644 | 1,105,644 |
Preferred stock, shares issued | 0 | 0 | 1,105,644 |
Preferred stock, shares outstanding | 0 | 0 | 1,105,644 |
Series A Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares authorized | 1,105,644 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 | 0 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | 0 |
Series B Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] | |||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares issued | 2,000,000 | ||
Preferred stock, shares outstanding | 2,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Total revenue | $ 2,845 | $ 10,124 | $ 18,440 | $ 19,674 | $ 5,000 | |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
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 | 131,300 | $ 31,551 |
General and administrative | 35,566 | 7,729 | 99,609 | 30,518 | 263,505 | 229,484 |
Consulting | 10,658 | 30,668 | ||||
Officer compensation | 30,000 | 31,200 | 90,000 | 93,600 | 135,000 | |
Director compensation | 67,500 | 48,000 | ||||
Total operating expenses | 91,145 | 57,169 | 465,447 | 154,432 | 597,305 | 309,035 |
Loss from Operations | (99,588) | (60,555) | (480,554) | (168,768) | (597,305) | (304,035) |
Other Income (Expense): | ||||||
Gain on forgiveness of debt | 55,270 | |||||
Other income | 1,026 | 65 | 1,026 | 2,000 | ||
Interest expense | (3,953) | (50,507) | ||||
Impairment of fixed asset | (46,063) | |||||
Preferred stock expense | (1,699,145) | |||||
Loss on conversion of debt – related party | (127,480) | |||||
Total other income (expense) | (3,953) | 1,026 | (50,442) | (45,037) | (1,769,355) | |
Net loss | $ (103,541) | $ (59,529) | $ (530,996) | $ (213,805) | $ (597,305) | $ (2,073,390) |
Basic loss per common share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.36) |
Diluted loss per common share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.01) | $ (0.36) |
Weighted average number of common shares outstanding - basic | 9,405,788 | 48,027,610 | 9,030,803 | 47,133,596 | 5,752,866 | |
Weighted average number of common shares outstanding - diluted | 50,478,678 | 9,405,788 | 48,027,610 | 9,030,803 | 47,133,596 | 5,752,866 |
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) - USD ($) | Common Stock [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Retained Earnings [Member] | Retained Earnings [Member] Revision of Prior Period, Adjustment [Member] | Shares To Be Issued [Member] | Shares To Be Issued [Member] Revision of Prior Period, Adjustment [Member] | Treasury Stock, Common [Member] | Treasury Stock, Common [Member] Revision of Prior Period, Adjustment [Member] | Total | Revision of Prior Period, Adjustment [Member] |
Balance at Feb. 28, 2021 | $ 35,525 | $ 11,057 | $ 2,679,855 | $ (5,119,824) | $ (42,454) | $ (2,435,841) | ||||||||||
Balance, shares at Feb. 28, 2021 | 3,552,502 | 1,105,679 | 39,975 | |||||||||||||
Common stock issued for director services | $ 4,000 | 44,000 | 48,000 | |||||||||||||
Common stock issued for director services, shares | 400,000 | |||||||||||||||
Forgiveness of related party debt | 2,346,971 | 2,346,971 | ||||||||||||||
Common stock issued for services | $ 4,750 | 210,500 | 215,250 | |||||||||||||
Common stock issued for services, shares | 475,000 | |||||||||||||||
Common stock and warrants sold for cash | $ 24,000 | 216,000 | 240,000 | |||||||||||||
Common stock and warrants sold for cash, shares | 2,400,000 | |||||||||||||||
Common stock issued for loans payable – related party | $ 3,187 | 156,163 | 159,350 | |||||||||||||
Common stock issued for loans payable related party, shares | 318,700 | |||||||||||||||
Conversion of preferred stock to common stock | 1,699,146 | $ 1,699,146 | ||||||||||||||
Conversion of preferred stock to common stock, shares | ||||||||||||||||
Net Loss | (2,073,390) | $ (2,073,390) | ||||||||||||||
Balance at Feb. 28, 2022 | $ 71,462 | $ 71,462 | $ 11,057 | $ 11,057 | 5,653,489 | $ (1,539,725) | (7,193,214) | $ (1,605,572) | 1,699,146 | $ 1,699,146 | $ (42,454) | $ (42,454) | 199,486 | $ (1,406,086) | ||
Balance, shares at Feb. 28, 2022 | 7,142,202 | 1,105,679 | 1,105,644 | 39,975 | ||||||||||||
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) | ||||||||||||||
Net Loss | (101,603) | (101,603) | ||||||||||||||
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 | 71,462 | $ 11,057 | $ 11,057 | 5,653,489 | (1,539,725) | (7,193,214) | (1,605,572) | 1,699,146 | 1,699,146 | $ (42,454) | (42,454) | 199,486 | (1,406,086) | ||
Balance, shares at Feb. 28, 2022 | 7,142,202 | 1,105,679 | 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 Feb. 28, 2022 | $ 71,462 | 71,462 | $ 11,057 | $ 11,057 | 5,653,489 | (1,539,725) | (7,193,214) | (1,605,572) | 1,699,146 | 1,699,146 | $ (42,454) | (42,454) | 199,486 | (1,406,086) | ||
Balance, shares at Feb. 28, 2022 | 7,142,202 | 1,105,679 | 1,105,644 | 39,975 | ||||||||||||
Common stock issued for director services | $ 2,500 | 65,000 | 67,500 | |||||||||||||
Common stock issued for director services, shares | 250,000 | |||||||||||||||
Common stock issued for services | $ 2,500 | 65,000 | 67,500 | |||||||||||||
Common stock issued for services, shares | 250,000 | |||||||||||||||
Common stock and warrants sold for cash | $ 110,000 | 550,000 | 660,000 | |||||||||||||
Common stock and warrants sold for cash, shares | 11,000,000 | |||||||||||||||
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 | (1,105,679) | ||||||||||||||
Net Loss | (597,305) | (597,305) | ||||||||||||||
Common stock issued for officer compensation | $ 5,000 | 130,000 | 135,000 | |||||||||||||
Common stock issued for officer compensation, shares | 500,000 | |||||||||||||||
Common stock issued for services – related party | $ 5,000 | 130,000 | 135,000 | |||||||||||||
Common stock issued for services related party, shares | 500,000 | |||||||||||||||
Shares issued for pending acquisition | $ 260,898 | $ 20,000 | (280,898) | |||||||||||||
Shares issued for pending acquisition, shares | 26,089,758 | 2,000,000 | ||||||||||||||
Balance at Feb. 28, 2023 | $ 474,351 | $ 474,351 | $ 20,000 | $ 20,000 | 8,005,803 | 615,284 | (7,790,519) | (1,918,702) | $ (42,454) | (42,454) | 667,181 | (851,521) | ||||
Balance, shares at Feb. 28, 2023 | 50,478,678 | 47,435,106 | 2,000,000 | 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 | ||||||||||||||
Common stock issued for director services | $ 7,500 | 195,000 | 202,500 | |||||||||||||
Common stock issued for director services, shares | 750,000 | |||||||||||||||
Common stock issued for services | $ 7,500 | 195,000 | 202,500 | |||||||||||||
Common stock issued for services, shares | 750,000 | |||||||||||||||
Net Loss | (59,529) | (59,529) | ||||||||||||||
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 | $ 474,351 | $ 20,000 | 20,000 | 8,005,803 | 615,284 | (7,790,519) | (1,918,702) | $ (42,454) | (42,454) | 667,181 | (851,521) | ||||
Balance, shares at Feb. 28, 2023 | 50,478,678 | 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 | $ 474,351 | $ 20,000 | $ 20,000 | 8,005,803 | $ 615,284 | (7,790,519) | $ (1,918,702) | $ (42,454) | $ (42,454) | 667,181 | $ (851,521) | ||||
Balance, shares at Feb. 28, 2023 | 50,478,678 | 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 | 50,478,678 | 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 | |||||||||||||
Common stock issued for services | $ 10,436 | 187,843 | 198,279 | |||||||||||||
Common stock issued for services, shares | 1,043,572 | |||||||||||||||
Net Loss | (312,370) | (312,370) | ||||||||||||||
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 | 50,478,678 | 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 | 50,478,678 | 2,000,000 | 39,975 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (530,996) | $ (213,805) | $ (597,305) | $ (2,073,390) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Impairment expense | 46,063 | |||
Gain on forgiveness of debt | (55,270) | |||
Loss on conversion of debt – related party | 127,480 | |||
Depreciation expense | 5,133 | |||
Preferred stock expense | 1,699,145 | |||
Common stock granted for director fees | 67,500 | 48,000 | ||
Common stock granted for officer compensation | 90,000 | 93,600 | 135,000 | |
Common stock issued for services – related party | 135,000 | |||
Common stock issued for services | 198,279 | 67,500 | 183,043 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,500) | |||
Inventory | 4 | (2,186) | ||
Prepaids | 535 | (38,605) | 31,673 | |
Note receivable | (35,000) | |||
Accounts payable and accrued expenses | (49,225) | (44,473) | (38) | (46,997) |
Accrued interest – related party | 50,505 | |||
Accrued officer compensation | 90,000 | 93,600 | ||
Net cash used in operating activities | (278,398) | (154,273) | (160,670) | (117,989) |
Cash Flows from Investing Activities | ||||
Loan receivable – related party | (50,000) | |||
Cash Flows from Investing Activities | (50,000) | |||
Cash Flows from Financing Activities: | ||||
Increase in due to related parties | 58,670 | |||
Loan payable | 3,581 | |||
Repayment of related party loan | (111,356) | (12,001) | ||
Repayment of loan payable | (7,240) | (3,581) | ||
Cash proceeds from sale of common stock | 660,000 | 240,000 | ||
Net cash used in financing activities | (111,356) | (19,241) | 660,000 | 298,670 |
Net change in cash | (389,754) | (173,514) | 449,330 | 180,681 |
Funds held in escrow, beginning of period | 553,000 | (553,000) | ||
Cash, beginning of period | 114,851 | 319,980 | 319,980 | 75 |
Cash, end of period | 278,097 | 146,466 | 114,851 | 319,980 |
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 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 common shares which it held, to a new investor group. The Sellers also sold 1,105,644 of SPEV’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. 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 of the issued and outstanding shares of the Company’s common stock. 11,000,000 shares of common stock were sold under the Pre-Merger Financing that raised $ 660,000 . Mr. Kim has received 2,000,000 shares of a Series B Preferred stock and the right to receive the following additional shares of SPEV common stock upon achieving the following milestones: (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 operational TSE facilities with over 1,800 individual electrified parking spaces in 31 states. Shorepower’s stations are EPA SmartWay-Verified and CARB-Verified. The Company has headquarters in Hillsboro (Portland Area), Oregon and an office in Detroit, Michigan metro area. Shorepower is a certified minority owned business enterprise (MBE). The Company’s management team is comprised of a group of seasoned individuals with knowledge of technology, transportation and heavy-duty vehicles and nearly two decades working together. Combined, the team has managed over $ 16 million in government contracts and grant funds to deploy transportation electrification throughout the nation. | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS United States Basketball League, Inc. (“SPEV (formerly “USBL”) 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 On November 23, 2022, SPEV entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies, Inc. (“Shorepower”) under which Shorepower will be merged with and into SPEV subject to several closing conditions, including satisfactory completion of due diligence reviews by each party to the Merger Agreement, Shorepower providing SPEV with the most recent two years of audited financial statements by a PCAOB auditor, SPEV authorizing a new class of Series B preferred stock with each Series B preferred share having the voting power of 40 480,000 The closing occurred on March 22, 2023. Shorepower is a transportation electrification infrastructure manufacturer 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 The Company changed its name to Shorepower Technology, Inc. effective June 20, 2023. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 and $ 6,880 , respectively. 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. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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. Concentration of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on February 28, 2023 and 2022. Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 28, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported. Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. 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 | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 as of November 30, 2023, with minimal revenue generated. 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 3 – GOING CONCERN The accompanying 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 $ 7,790,519 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 for funds loaned to the Company on February 15, 2022. The note matures in twenty years and accrues interest at 6.58 % per annum. The Company began monthly payments of $ 1,500 on April 1, 2022. As of November 30, 2023 and February 28, 2023, the balance due on this note is $ 88,044 and $ 185,000 , respectively. As of November 30, 2023, there is $ 18,536 of accrued interest on this note. On March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 253,954 . The amount of the note is the balance due to Mr. Kim for loans to the Company beginning in 2017. The note matures in ten years and accrues interest at 6.63 % per annum beginning April 1, 2023. The Company is to begin monthly payments of principal and interest on April 1, 2023, or within one year without penalty. As of November 30, 2023, there is $ 238,054 and $ 10,967 of principal and interest due on this note, respectively. On December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 1,237,600 . The amount of the note is the balance due to Mr. Kim for accrued compensation. The note matures in ten years and accrues interest at 6.42 % per annum beginning April 1, 2023. The Company is to begin monthly payments principal and interest on April 1, 2023, or within one year without penalty. On December 31, 2022, Mr. Kim forgave $ 400,000 of the principal amount of the note. As of November 30, 2023, there is $ 837,600 and $ 35,947 of principal and interest due on this note, respectively. 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 but payment of such salary is subject to the cash flow of the Company as determined by the Board and agreed to by Mr. Kim and any payment cannot exceed $ 10,000 per month for the nine months from the date of the employment agreement. Additionally, a $ 2,000 monthly loan payment will be made as part of the merger agreement. Mr. Kim may elect to defer his salary and receive repayment of his current outstanding loans to the Company, not to exceed $ 10,000 per month, for nine months from the date of his employment agreement. Mr. Kim is still entitled to his $ 10,000 monthly salary. As of November 30, 2023 and February 28, 2023, there is $ 110,000 and $ 20,000 , of accrued compensation due to Mr. Kim. | NOTE 4 – RELATED PARTY TRANSACTIONS During the year ended February 28, 2022, Saeb Jannoun, CEO, advanced the Company $ 3,000 3,000 30,000 0.50 12,000 During the year ended February 28, 2022, EROP Enterprises LLC (“EROP”), a significant shareholder, advanced the Company $ 28,870 28,870 288,700 0.50 115,480 On April 7, 2021, the Company issued 200,000 0.12 48,000 During the year ended February 28, 2022, EROP purchased 1,475,000 147,500 200,000 0.52 104,000 73,667 From February 1, 2022 through February 28, 2022, EROP provided consulting services for total cash compensation of $ 7,000 During the year ended February 28, 2022, the Company was engaged by a relative of a shareholder to provide consulting services. As of February 28, 2022, the Company has recorded $ 5,000 During the year ended February 28, 2023, the Company granted 500,000 0.27 135,000 During the year ended February 28, 2023, the Company granted 500,000 0.27 135,000 During the year ended February 28, 2023, the Company granted 250,000 0.27 67,500 On February 23, 2023, pursuant to the terms of the merger with Shorepower, the Company granted 2,000,000 26,089,758 During Q4 2022, the Company advanced $ 50,000 |
DUE TO PRIOR RELATED PARTIES
DUE TO PRIOR RELATED PARTIES | 12 Months Ended |
Feb. 28, 2023 | |
Due To Prior Related Parties | |
DUE TO PRIOR RELATED PARTIES | NOTE 5 – DUE TO PRIOR RELATED PARTIES On April 7, 2021, as part of the purchase and sale agreement, the principals of MCI consisting of Daniel Meisenheimer III, Richard Meisenheimer and their affiliated entities agreed to cancel previously issued and outstanding loans made to the Company. Spectrum Associates agreed to cancel indebtedness in the amount of $ 1,318,789 815,590 As a result of the debt cancellation the Company recognized a gain on the forgiveness of debt of $ 55,270 2,346,971 |
COMMON STOCK
COMMON STOCK | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Equity [Abstract] | ||
COMMON STOCK | NOTE 7 – COMMON STOCK On February 17, 2023, the Company sold 11,000,000 shares of common stock through the purchase of units at a price of $ 0.06 per unit, each unit consisting of one share of its common stock and one warrant to purchase shares of its common stock, for total proceeds of $ 660,000 . Funds held at escrow after deducting legal and investor relation expenses was $ 553,000 as of February 28, 2023. The funds held in escrow were transferred to the Company in March 2023. On August 30, 2023, the Company granted 1,043,572 shares of common stock for investor relation services. The shares were valued at $ 0.19 , the closing price on the date of grant, for total non-cash expense of $ 198,279 . As of November 30, 2023, there are 48,478,678 | NOTE 6 – COMMON STOCK On April 29, 2021, the Company issued 125,000 0.71 88,750 six 88,750 On April 6, 2021, the Company issued 150,000 0.15 22,500 one 19,688 During the year ended February 28, 2022, the Company sold 2,400,000 240,000 On May 18, 2021, the Company increased its authorized shares of common stock to 100,000,000 During the year ended February 28, 2023, the Company granted 250,000 0.27 135,000 On February 17, 2023, the Company sold 11,000,000 shares of common stock through the purchase of units at a price of $ 0.06 per unit, each unit consisting of one share of its common stock and one warrant to purchase shares of its common stock, for total proceeds of $ 660,000 . Funds held at escrow after deducting legal and investor relation expenses was $ 553,000 On March 4, 2023, 1,105,679 1,699,146 Refer to Note 4 for shares issued to a related party. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 to 10,000,000 shares. There are 1,105,644 shares designated as Series A preferred stock (“Series A”). Each share of the Series A has five votes, is entitled to a 2 % cumulative annual dividend, and is convertible at any time into shares of common stock . On February 28, 2022, EROP converted its 1,105,644 shares of Series A Preferred stock into 1,699,146 shares of common stock. As a result of the conversion, the Company recognized interest expense of $ 1,699,146 . The conversion was not processed by the transfer agent until March 4, 2022, therefore, although the expense was recognized as of February 28, 2022, the conversion was not reflected in the shares outstanding. As of November 30, 2023, there were no shares of Series A issued and outstanding. As part of the merger, the Company designated 2,000,000 of its 10,000,000 shares of authorized preferred stock as Series B preferred. 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 shares of Series B issued and outstanding. | NOTE 7 – 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 shares designated as Series A preferred stock (“Series A”). Each share of the Series A has five votes, is entitled to a 2 % cumulative annual dividend, and is convertible at any time into shares of common stock. On February 28, 2022, EROP converted its 1,105,679 shares of Series A Preferred stock into 1,699,146 shares of common stock. As a result of the conversion, the Company recognized interest expense of $ 1,699,146 . The conversion was not processed by the transfer agent until March 4, 2022, therefore, although the expense has been recognized as of February 28, 2022, the conversion was not reflected in the shares outstanding. As of February 28, 2023, there were no As part of the contemplated merger, the Company designated 2,000,000 10,000,000 Each Series B preferred share will have voting power of 40 shares of the Company’s common stock Refer to Note 4 for shares issued to a related party. |
WARRANTS
WARRANTS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 2023 | |
Warrants | ||
WARRANTS | NOTE 9 – WARRANTS On February 17, 2023, the Company sold 11,000,000 shares of common stock through the purchase of units at a price of $ 0.06 per unit, each unit consisting of one share of common stock and one warrant to purchase common stock, for total proceeds of $ 660,000 . The Warrants are exercisable for shares of the Company’s common stock at a price of $ 0.25 per share and expire two years from the date of issuance. 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 . Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount of $ 524,737 , which has been accounted for in additional paid in capital. 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 per share. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the warrant at the grant-date. 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 | NOTE 8 – 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 WARRANT OF FAIR VALUE ASSUMPTIONS Years Ended February 28, 2023 2022 Expected life (years) 2 N/A Risk-free interest rate 4.78 % N/A Expected volatility 224.92 % N/A Dividend yield 0 % N/A 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 Term Intrinsic Value Outstanding, February 28, 2022 — — — - Issued 11,000,000 $ 0.25 2 - Cancelled — $ — — - Exercised — $ — — - Outstanding, February 28, 2023 11,000,000 $ 0.25 1.97 $ 2,519,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21 Net deferred tax assets consist of the following components as of February: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax assets: NOL Carryover $ (345,100 ) $ (295,000 ) Related Party Accruals – – Less: valuation allowance 345,100 295,000 Net deferred tax asset $ – $ – The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended February 28, due to the following: SCHEDULE OF INCOME TAX PROVISION 2023 2022 Deferred Tax Assets: Book Loss $ (125,400 ) $ (435,400 ) Related Party Accruals – (453,500 ) Other nondeductible expenses 85,100 341,700 Less valuation allowance 40,300 547,200 Net deferred tax provision $ – $ – At February 28, 2023, the Company had net operating loss carry forwards of approximately $ 1,327,000 Under the CARES Act, the Company carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016. |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Feb. 28, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 10 – RESTATEMENT The balance sheet as of February 28, 2022, was being restated to correctly present 1,105,679 1,699,146 SCHEDULE OF RESTATED BALANCE SHEET As of February 28, 2022 As Reported Adjusted As Restated Current Assets: Cash $ 180,756 $ — $ 180,756 Prepaid stock for services 32,208 — 32,208 Total Assets $ 212,964 $ — $ 212,964 Current Liabilities: Accounts payable $ 13,478 $ — $ 13,478 Total Current Liabilities 13,478 — 13,478 Stockholders’ Equity (Deficit): Series A preferred stock, $ 0.01 1,105,644 — 11,057 11,057 Common stock, $ 0.01 100,000,000 7,146,202 88,453 (16,991 ) 71,462 Additional paid-in capital 7,346,701 (1,693,212 ) 5,653,489 Common shares to be issued — 1,699,146 1,699,146 Accumulated deficit (7,193,214 ) — (7,193,214 ) Treasury stock, at cost; 39,975 (42,454 ) — (42,454 ) Total Stockholders’ Equity 199,486 — 199,486 Total Liabilities and Stockholders’ Deficit $ 212,964 $ — $ 212,964 In addition, a disclosure was added to Note 4, for $ 7,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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. | NOTE 11 – SUBSEQUENT EVENTS The Company’s Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies (“Shorepower”) under which Shorepower was merged with and into SPEV (the “Merger”) was closed on March 22, 2023. Under the terms of the Merger Agreement, Shorepower now owns 55 % of the issued and outstanding shares of SPEV common stock that includes the sale of 11,000,000 shares of SPEV common stock sold under the SPEV Pre-Merger Financing that raised $ 660,000 (Note 5). Shorepower has received 2,000,000 shares of a Series B Preferred stock (Note 5) and the right to receive the following additional shares of SPEV common stock upon achieving the following milestones: (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. Following the closing of the merger between SPEV and Shorepower, Shorepower has transferred its current debt obligations of $ 1,400,000 2,000 10,000 10,000 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. |
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 and $ 111,395 , respectively. The loan is non-interest bearing and due on demand. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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”). | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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. | 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. |
Concentration of Credit Risk | Concentration of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. | |
Stock-based Compensation | Stock-based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements on February 28, 2023 and 2022. | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. | |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of February 28, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported. | |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers | Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. |
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. | 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. |
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 and $ 6,880 , respectively. | |
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. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Feb. 28, 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 % | The assumptions used to determine the fair value of the Warrants as follows: SCHEDULE OF WARRANT OF FAIR VALUE ASSUMPTIONS Years Ended February 28, 2023 2022 Expected life (years) 2 N/A Risk-free interest rate 4.78 % N/A Expected volatility 224.92 % N/A Dividend yield 0 % N/A |
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 | SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Intrinsic Value Outstanding, February 28, 2022 — — — - Issued 11,000,000 $ 0.25 2 - Cancelled — $ — — - Exercised — $ — — - Outstanding, February 28, 2023 11,000,000 $ 0.25 1.97 $ 2,519,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Net deferred tax assets consist of the following components as of February: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax assets: NOL Carryover $ (345,100 ) $ (295,000 ) Related Party Accruals – – Less: valuation allowance 345,100 295,000 Net deferred tax asset $ – $ – |
SCHEDULE OF INCOME TAX PROVISION | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended February 28, due to the following: SCHEDULE OF INCOME TAX PROVISION 2023 2022 Deferred Tax Assets: Book Loss $ (125,400 ) $ (435,400 ) Related Party Accruals – (453,500 ) Other nondeductible expenses 85,100 341,700 Less valuation allowance 40,300 547,200 Net deferred tax provision $ – $ – |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Feb. 28, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF RESTATED BALANCE SHEET | SCHEDULE OF RESTATED BALANCE SHEET As of February 28, 2022 As Reported Adjusted As Restated Current Assets: Cash $ 180,756 $ — $ 180,756 Prepaid stock for services 32,208 — 32,208 Total Assets $ 212,964 $ — $ 212,964 Current Liabilities: Accounts payable $ 13,478 $ — $ 13,478 Total Current Liabilities 13,478 — 13,478 Stockholders’ Equity (Deficit): Series A preferred stock, $ 0.01 1,105,644 — 11,057 11,057 Common stock, $ 0.01 100,000,000 7,146,202 88,453 (16,991 ) 71,462 Additional paid-in capital 7,346,701 (1,693,212 ) 5,653,489 Common shares to be issued — 1,699,146 1,699,146 Accumulated deficit (7,193,214 ) — (7,193,214 ) Treasury stock, at cost; 39,975 (42,454 ) — (42,454 ) Total Stockholders’ Equity 199,486 — 199,486 Total Liabilities and Stockholders’ Deficit $ 212,964 $ — $ 212,964 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 30, 2023 $ / shares shares | Feb. 23, 2023 shares | Feb. 17, 2023 USD ($) shares | Nov. 23, 2022 USD ($) Item State Facility shares | Apr. 07, 2021 $ / shares shares | Aug. 31, 2023 shares | Nov. 30, 2022 shares | Nov. 30, 2023 USD ($) Item State Facility shares | Feb. 28, 2023 USD ($) shares | Feb. 28, 2022 USD ($) shares | Apr. 29, 2021 $ / shares | |
Share price | $ / shares | $ 0.19 | $ 0.71 | |||||||||
Number of shares issued for services | 1,043,572 | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 11,000,000 | 2,400,000 | |||||||||
Proceeds from Issuance of Common Stock | $ | $ 660,000 | $ 660,000 | $ 240,000 | ||||||||
[custom:AdjustmentToAdditionalPaidInCapitalMergerTransaction] | $ | $ 5,872,000 | ||||||||||
Grants Receivable | $ | $ 16,000,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
[custom:MilestonesDescription] | (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. | ||||||||||
Shorepower [Member] | |||||||||||
Number of operational TSE facilities | Facility | 60 | 60 | |||||||||
Number of individual electrified parking spaces | Item | 1,800 | 1,800 | |||||||||
Number of states in which operational TSE facilities located | State | 31 | 31 | |||||||||
Minimum value of government contracts | $ | $ 16,000,000 | ||||||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Number of shares issued for services | 2,000,000 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 2,000,000 | ||||||||||
Stock Purchase Agreements [Member] | World Equity Markets [Member] | |||||||||||
Number of shares issued for services | 125,000 | ||||||||||
Stock Purchase Agreements [Member] | Verde Capital [Member] | |||||||||||
Number of shares issued for services | 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 | ||||||||||
Merger Agreement With Shorepower [Member] | |||||||||||
Minimum requirement of cash for stock and warrant financing | $ | $ 480,000 | ||||||||||
Merger Agreement With Shorepower [Member] | Series B Preferred Stock [Member] | |||||||||||
Number of Voting Power Shares of Common Stock per Preferred Share | 40 | ||||||||||
Common Stock [Member] | |||||||||||
Number of shares issued | 11,000,000 | 2,400,000 | |||||||||
Number of shares issued for services | 1,043,572 | 750,000 | 250,000 | 475,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 26,089,758 | ||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Number of shares issued for services | 26,089,758 | 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 | Feb. 28, 2022 |
Cash equivalents | $ 0 | $ 0 | |
Inventory, Net | $ 6,876 | ||
Revision of Prior Period, Adjustment [Member] | |||
Inventory, Net | $ 6,880 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 2,449,698 | $ 7,790,519 | $ 7,193,214 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 30, 2023 | Mar. 22, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | Feb. 15, 2022 | Jul. 26, 2021 | Apr. 07, 2021 | Feb. 28, 2022 | Nov. 30, 2023 | Aug. 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Mar. 01, 2022 | Apr. 29, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
General and administrative expense | $ 35,566 | $ 7,729 | $ 99,609 | $ 30,518 | $ 263,505 | $ 229,484 | |||||||||||||
share price | $ 0.19 | $ 0.71 | |||||||||||||||||
Number of shares purchase, value | |||||||||||||||||||
Number of shares issued for services | 1,043,572 | ||||||||||||||||||
Other expenses | 67,500 | 48,000 | |||||||||||||||||
Total cash compensation | $ 7,000 | 660,000 | 240,000 | ||||||||||||||||
Operating expenses | 91,145 | $ 57,169 | 465,447 | 154,432 | 597,305 | $ 309,035 | |||||||||||||
Repayments of Related Party Debt | 111,356 | $ 12,001 | |||||||||||||||||
Promissory Note One [Member] | Jeff Kim [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | ||||||||||||||||||
Debt Instrument, Term | 20 years | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.58% | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,500 | ||||||||||||||||||
Notes Payable | 88,044 | $ 185,000 | 88,044 | $ 185,000 | |||||||||||||||
Interest Receivable | 18,536 | 18,536 | |||||||||||||||||
Promissory Note Two [Member] | Jeff Kim [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 253,954 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.63% | ||||||||||||||||||
Notes Payable | 238,054 | 238,054 | |||||||||||||||||
Interest Payable | 10,967 | 10,967 | |||||||||||||||||
Promissory Note Three [Member] | Jeff Kim [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 1,237,600 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.42% | ||||||||||||||||||
Notes Payable | 837,600 | 837,600 | |||||||||||||||||
Interest Payable | 35,947 | 35,947 | |||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 400,000 | ||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Operating expenses | $ 50,000 | ||||||||||||||||||
EROP [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares issued for services | 500,000 | ||||||||||||||||||
Other expenses | $ 135,000 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 0.27 | $ 0.27 | |||||||||||||||||
Thirty 05 Llc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares issued for services | 500,000 | ||||||||||||||||||
Other expenses | $ 135,000 | ||||||||||||||||||
Shares Issued, Price Per Share | 0.27 | $ 0.27 | |||||||||||||||||
Michael Pruitt [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares issued for services | 250,000 | ||||||||||||||||||
Other expenses | $ 67,500 | ||||||||||||||||||
Shares Issued, Price Per Share | $ 0.27 | $ 0.27 | |||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares purchase | 26,089,758 | ||||||||||||||||||
Number of shares purchase, value | $ 260,898 | ||||||||||||||||||
Number of shares issued for services | 1,043,572 | 750,000 | 250,000 | 475,000 | |||||||||||||||
Total cash compensation | $ 110,000 | $ 24,000 | |||||||||||||||||
MrJannoun [Member] | Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion of Stock, Amount Converted | $ 3,000 | ||||||||||||||||||
Conversion of stock shares converted shares | 30,000 | ||||||||||||||||||
share price | $ 0.50 | ||||||||||||||||||
Debt conversion total amount | $ 12,000 | ||||||||||||||||||
Erop Enterprises Llc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
General and administrative expense | $ 28,870 | ||||||||||||||||||
Erop Enterprises Llc [Member] | Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Conversion of Stock, Amount Converted | $ 28,870 | ||||||||||||||||||
Conversion of stock shares converted shares | 288,700 | ||||||||||||||||||
share price | $ 0.50 | ||||||||||||||||||
Debt conversion total amount | $ 115,480 | ||||||||||||||||||
EROP [Member] | Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
share price | $ 0.52 | $ 0.52 | |||||||||||||||||
Number of shares purchase | 1,475,000 | ||||||||||||||||||
Number of shares purchase, value | $ 147,500 | ||||||||||||||||||
Number of shares issued for services | 200,000 | ||||||||||||||||||
Non-cash expense | $ 104,000 | ||||||||||||||||||
Other expenses | 73,667 | ||||||||||||||||||
EROP [Member] | Common Stock [Member] | Service [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue | 5,000 | ||||||||||||||||||
Executive Employment Agreement [Member] | Jeff Kim [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 2,000 | ||||||||||||||||||
Other Liabilities, Current | 200,000 | ||||||||||||||||||
Repayments of Related Party Debt | 10,000 | ||||||||||||||||||
[custom:RelatedPartyTransactionPaymentThreshold-0] | 10,000 | ||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 10,000 | ||||||||||||||||||
Employee-related Liabilities | $ 110,000 | $ 20,000 | $ 110,000 | $ 20,000 | |||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
General and administrative expense | $ 3,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares purchase | 2,000,000 | ||||||||||||||||||
Number of shares issued for services | 2,000,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of shares issued for services | 26,089,758 | 26,089,758 | |||||||||||||||||
Director [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
share price | $ 0.12 | ||||||||||||||||||
Restricted shares gross | 200,000 | ||||||||||||||||||
Restricted shares gross value | $ 48,000 |
DUE TO PRIOR RELATED PARTIES (D
DUE TO PRIOR RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 07, 2021 | Feb. 28, 2023 | Feb. 28, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gain on the forgiveness of debt | $ 55,270 | ||
Purchase And Sale Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument indebtedness | $ 1,318,789 | ||
Gain on the forgiveness of debt | 55,270 | ||
Additional paid in capital | 2,346,971 | ||
Purchase And Sale Agreement [Member] | DMeisenheimer IIIa NDR. Meisenheimer [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument indebtedness | $ 815,590 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Aug. 30, 2023 | Mar. 04, 2023 | Feb. 28, 2023 | Feb. 28, 2023 | Feb. 17, 2023 | Feb. 28, 2022 | Apr. 29, 2021 | Apr. 06, 2021 | Aug. 31, 2023 | Nov. 30, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2023 | May 18, 2021 | |
Class of Stock [Line Items] | ||||||||||||||
Share price | $ 0.19 | $ 0.71 | ||||||||||||
Stock based non cash expenses | $ 88,750 | $ 88,750 | ||||||||||||
Number of shares issued services | 1,043,572 | |||||||||||||
Shares issued | 11,000,000 | 2,400,000 | ||||||||||||
Proceeds | $ 660,000 | $ 660,000 | $ 240,000 | |||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Sale of Stock, Price Per Share | $ 0.06 | |||||||||||||
Legal and investor expenses | $ 553,000 | |||||||||||||
Legal Fees | $ 553,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 198,279 | $ 198,279 | $ 202,500 | $ 67,500 | $ 215,250 | |||||||||
Shares, Issued | 48,478,678 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common shares issued | 11,000,000 | 2,400,000 | ||||||||||||
Number of shares issued services | 1,043,572 | 750,000 | 250,000 | 475,000 | ||||||||||
Coversion of stock, shares | 1,699,146 | 1,699,146 | 1,699,146 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 10,436 | $ 7,500 | $ 2,500 | $ 4,750 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares conversion | 1,105,679 | 1,105,644 | 1,105,679 | |||||||||||
Coversion of stock, shares | 1,699,146 | |||||||||||||
Verde Capital LLC [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share price | $ 0.15 | |||||||||||||
Stock based non cash expenses | $ 22,500 | $ 19,688 | ||||||||||||
Share based compensation over amortized term | 1 year | |||||||||||||
Number of shares issued services | 150,000 | |||||||||||||
Millennial Investment [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share price | $ 0.27 | $ 0.27 | $ 0.27 | |||||||||||
Number of shares issued services | 250,000 | |||||||||||||
Non cash expenses | $ 135,000 | |||||||||||||
Purchase Agreements [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of common shares issued | 125,000 | |||||||||||||
Services Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share based compensation over amortized term | 6 months |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Mar. 04, 2023 | Feb. 28, 2022 | May 18, 2021 | Nov. 30, 2023 | Feb. 28, 2022 | Feb. 28, 2023 | May 17, 2021 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 6,894,356 | 10,000,000 | 6,894,356 | 6,894,356 | 6,894,356 | 2,000,000 | |
Interest Expense | $ 1,699,146 | $ 1,699,146 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||
Preferred stock, voting rights | Each Series B preferred share will have voting power of 40 shares of the Company’s common stock | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of Stock, Shares Issued | 1,699,146 | 1,699,146 | 1,699,146 | ||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,105,644 | 1,105,644 | 1,105,644 | 1,105,644 | 1,105,644 | ||
Preferred Stock, Dividend Rate, Percentage | 2% | 2% | |||||
Stock Issued During Period, Shares, Conversion of Units | 1,105,679 | 1,105,644 | 1,105,679 | ||||
Conversion of Stock, Shares Issued | 1,699,146 | ||||||
Preferred stock, shares issued | 1,105,644 | 0 | 1,105,644 | 0 | |||
Preferred stock, shares outstanding | 1,105,644 | 0 | 1,105,644 | 0 | |||
Preferred Stock, Conversion Basis | convertible at any time into shares of common stock | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | 10,000,000 | 2,000,000 | 2,000,000 | |||
Preferred stock, shares issued | 0 | 2,000,000 | 0 | 2,000,000 | |||
Preferred stock, shares outstanding | 0 | 2,000,000 | 0 | 2,000,000 | |||
Preferred stock, voting rights | Each Series B preferred share has voting power of 40 shares of the Company’s common stock | ||||||
Preferred Stock, Conversion Basis | The Series B preferred will have no conversion feature | ||||||
Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | ||||||
Minimum [Member] | Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||
Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Maximum [Member] | Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
SCHEDULE OF WARRANT OF FAIR VAL
SCHEDULE OF WARRANT OF 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] - $ / shares | 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 | |
Warrants issued, shares | 11,000,000 | |
Warrants issued, weighted average exercise price | $ 0.25 | |
Outstanding and exercisable warrants, issued weighted average remaining contractual life,Issued | 2 years | |
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 |
Weighted average non remaining contractual life, warrants outstanding | 1 year 11 months 19 days | |
Warrants outstanding, intrinsic value ending balance | $ 660,000 | $ 2,519,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 5 months 19 days | 2 years |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 17, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | Nov. 30, 2023 | |
Warrants | ||||
Sale of stock number of shares issued in transaction | 11,000,000 | 2,400,000 | ||
Sale of stock, price per share | $ 0.06 | |||
Cash proceeds from sale of common stock | $ 660,000 | $ 660,000 | $ 240,000 | |
Warrant exercise price | $ 0.25 | |||
Class of Warrant or Right, Expense or Revenue Recognized | 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 | $ 0.01 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Feb. 28, 2023 | Feb. 28, 2022 |
Deferred tax assets: | ||
NOL Carryover | $ (345,100) | $ (295,000) |
Related Party Accruals | ||
Less: valuation allowance | 345,100 | 295,000 |
Net deferred tax asset |
SCHEDULE OF INCOME TAX PROVISIO
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2023 | Feb. 28, 2022 | |
Deferred Tax Assets: | ||
Book Loss | $ (125,400) | $ (435,400) |
Related Party Accruals | (453,500) | |
Other nondeductible expenses | 85,100 | 341,700 |
Less valuation allowance | 40,300 | 547,200 |
Net deferred tax provision |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Feb. 28, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective income tax rate reconciliation at federal statutory income tax rate | 21% |
Operating loss carry forwards | $ 1,327,000 |
SCHEDULE OF RESTATED BALANCE SH
SCHEDULE OF RESTATED BALANCE SHEET (Details) - USD ($) | Nov. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Feb. 28, 2022 | May 18, 2021 | Feb. 28, 2021 |
Current Assets: | ||||||||||
Cash | $ 278,097 | $ 77,086 | $ 180,756 | |||||||
Prepaid stock for services | 32,208 | |||||||||
Total Assets | 323,473 | 680,621 | 212,964 | |||||||
Current Liabilities: | ||||||||||
Accounts payable | 13,478 | |||||||||
Total Current Liabilities | 469,787 | 13,440 | 13,478 | |||||||
Stockholders’ Equity (Deficit): | ||||||||||
Series A preferred stock, $0.01 par value, 1,105,644 shares issued and outstanding | ||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 7,146,202 | $ 484,787 | $ 474,351 | $ 71,462 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock, shares outstanding | 50,478,678 | 50,478,678 | 7,146,202 | |||||||
Additional paid-in capital | $ 803,127 | $ 8,005,803 | $ 5,653,489 | |||||||
Common shares to be issued | 1,699,146 | |||||||||
Accumulated deficit | (2,449,698) | (7,790,519) | (7,193,214) | |||||||
Treasury stock, at cost; 39,975 shares of common stock | $ (42,454) | $ (42,454) | $ (42,454) | |||||||
Treasury stock, share | 39,975 | 39,975 | 39,975 | |||||||
Total Stockholders’ Deficit | $ (1,184,238) | $ (1,080,697) | $ (966,606) | $ 667,181 | $ (1,214,891) | $ (1,560,362) | $ (1,507,689) | $ 199,486 | $ (2,435,841) | |
Total Liabilities and Stockholders’ Deficit | 323,473 | 680,621 | 212,964 | |||||||
Series A Preferred Stock [Member] | ||||||||||
Stockholders’ Equity (Deficit): | ||||||||||
Series A preferred stock, $0.01 par value, 1,105,644 shares issued and outstanding | $ 11,057 | |||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares issued | 0 | 0 | 1,105,644 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 1,105,644 | |||||||
Previously Reported [Member] | ||||||||||
Current Assets: | ||||||||||
Cash | $ 180,756 | |||||||||
Prepaid stock for services | 32,208 | |||||||||
Total Assets | 212,964 | |||||||||
Current Liabilities: | ||||||||||
Accounts payable | 13,478 | |||||||||
Total Current Liabilities | 13,478 | |||||||||
Stockholders’ Equity (Deficit): | ||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 7,146,202 | 88,453 | |||||||||
Additional paid-in capital | 7,346,701 | |||||||||
Common shares to be issued | ||||||||||
Accumulated deficit | (7,193,214) | |||||||||
Treasury stock, at cost; 39,975 shares of common stock | (42,454) | |||||||||
Total Stockholders’ Deficit | 199,486 | |||||||||
Total Liabilities and Stockholders’ Deficit | 212,964 | |||||||||
Previously Reported [Member] | Series A Preferred Stock [Member] | ||||||||||
Stockholders’ Equity (Deficit): | ||||||||||
Series A preferred stock, $0.01 par value, 1,105,644 shares issued and outstanding | ||||||||||
Restatement Adjustments [Member] | ||||||||||
Current Assets: | ||||||||||
Cash | ||||||||||
Prepaid stock for services | ||||||||||
Total Assets | ||||||||||
Current Liabilities: | ||||||||||
Accounts payable | ||||||||||
Total Current Liabilities | ||||||||||
Stockholders’ Equity (Deficit): | ||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; 7,146,202 | (16,991) | |||||||||
Additional paid-in capital | (1,693,212) | |||||||||
Common shares to be issued | 1,699,146 | |||||||||
Accumulated deficit | ||||||||||
Treasury stock, at cost; 39,975 shares of common stock | ||||||||||
Total Stockholders’ Deficit | ||||||||||
Total Liabilities and Stockholders’ Deficit | ||||||||||
Restatement Adjustments [Member] | Series A Preferred Stock [Member] | ||||||||||
Stockholders’ Equity (Deficit): | ||||||||||
Series A preferred stock, $0.01 par value, 1,105,644 shares issued and outstanding | $ 11,057 |
RESTATEMENT (Details Narrative)
RESTATEMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 04, 2023 | Feb. 28, 2022 | Feb. 28, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Consulting services paid | $ 7,000 | $ 660,000 | $ 240,000 | ||
Series A Preferred Stock [Member] | |||||
Number of shares conversion | 1,105,679 | 1,105,644 | 1,105,679 | ||
Coversion of stock, shares | 1,699,146 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 22, 2023 | Feb. 17, 2023 | Nov. 30, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | |
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 11,000,000 | 2,400,000 | |||
Stock Issued During Period, Value, Acquisitions | |||||
Chief Executive Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
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. | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Value, Acquisitions | $ 660,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 2,000,000 | ||||
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. | ||||
Debt, Current | $ 1,400,000 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of loan | 10,000 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of loan | 2,000 | ||||
Subsequent Event [Member] | Maximum [Member] | Chief Executive Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayment of loan | $ 10,000 | ||||
Subsequent Event [Member] | Merger [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 11,000,000 | ||||
Subsequent Event [Member] | Merger Agreement With Shorepower [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of voting interests acquired | 55% |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | Nov. 25, 2023 | Nov. 30, 2023 |
Accounts and Other Receivables, Net, Current | $ 35,000 | |
Covoy Solutionss Llc [Member] | Promissory Note Agreement [Member] | ||
Accounts and Other Receivables, Net, Current | $ 40,000 | |
Debt Instrument, Maturity Date | Dec. 18, 2023 |
SCHEDULE OF WARRANTS FAIR VALUE
SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS (Details) - Warrant [Member] | 12 Months Ended |
Feb. 28, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years |
Risk-free interest rate | 4.78% |
Expected volatility | 224.92% |
Dividend yield | 0% |
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] | ||
Loans Payable | $ 111,395 | $ 111,395 |