UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QT
(Mark One)
| ☐ | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| ☒ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from February 29, 2024 to June 30, 2024
Commission File Number 001-15913
SHOREPOWER TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 06-1120072 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
5289 NE Elam Young Pkwy, Suite 180, Hillsboro, OR 97124
(Address of Principal Executive Offices)
(503) 892-7345
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | SPEV | OTC Pink |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of July 17, 2024, there were shares of Common Stock, $ par value per share, outstanding.
SHOREPOWER TECHNOLOGIES INC.
Form 10-Q
For the Period Ended June 30, 2024
INDEX
| PART I | Financial Information | 4 |
| Item 1. | Financial Statements (unaudited) | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 15 |
| Item 4. | Controls and Procedures | 15 |
| PART II | Other Information | 16 |
| Item 1. | Legal Proceedings | 16 |
| Item 1A. | Risk Factors | 16 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 |
| Item 3. | Defaults Upon Senior Securities | 16 |
| Item 4. | Mine Safety Disclosures | 16 |
| Item 5. | Other Information | 16 |
| Item 6. | Exhibits | 16 |
| Signatures | 17 |
| 2 |
EXPLANATORY NOTE
This Form 10-Q is being filed by the registrant (“Shorepower Technologies, Inc.”) to report on the transition period for a change in the Company’s fiscal year end from February 29 to December 31.
| 3 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
| 4 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED BALANCE SHEETS
| June 30, | February 29, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 51,464 | $ | 177,088 | ||||
| Accounts receivable | 14,385 | — | ||||||
| Prepaids | 5,745 | 8,932 | ||||||
| Note receivable | — | 15,000 | ||||||
| Inventory | 18,221 | 7,359 | ||||||
| Total Current Assets | 89,815 | $ | 208,379 | |||||
| Non-Current Assets: | ||||||||
| Other asset | 1,000 | 1,000 | ||||||
| Total non-current assets | 1,000 | 1,000 | ||||||
| Total Assets | $ | 90,815 | $ | 209,379 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 46,579 | 54,994 | |||||
| Accrued officer compensation – related party | 206,668 | 140,000 | ||||||
| Accrued interest – related party | 116,391 | 92,734 | ||||||
| Notes payable – related party | 125,773 | 125,773 | ||||||
| Note payable | 111,395 | 111,395 | ||||||
| Total Current Liabilities | 606,806 | 524,896 | ||||||
| Notes payable, net of current portion – related party | 943,525 | 995,125 | ||||||
| Total Liabilities | 1,550,331 | 1,520,021 | ||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value, shares authorized; shares issued and outstanding | — | — | ||||||
| Series A preferred stock, $ par value, shares designated; shares issued and outstanding | — | — | ||||||
| Series B preferred stock, $ par value, shares designated; issued and outstanding | 20,000 | 20,000 | ||||||
| Preferred stock, value | 20,000 | 20,000 | ||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | 484,787 | 484,787 | ||||||
| Additional paid-in capital | 802,692 | 802,692 | ||||||
| Accumulated deficit | (2,724,541 | ) | (2,575,667 | ) | ||||
| Treasury stock, at cost; shares of common stock | (42,454 | ) | (42,454 | ) | ||||
| Total Stockholders’ Deficit | (1,459,516 | ) | (1,310,642 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 90,815 | $ | 209,379 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Four Months Ended June 30, 2024 | For the Three Months Ended May 31, 2023 | |||||||
| Service revenue | $ | 9,601 | $ | 9,447 | ||||
| Product sales | 24,915 | 2,375 | ||||||
| Total revenue | 34,516 | 11,822 | ||||||
| Cost of revenue | (22,071 | ) | (10,886 | ) | ||||
| Less revenue share | (2,601 | ) | (1,523 | ) | ||||
| Gross margin | 9,844 | (587 | ) | |||||
| Operating Expenses: | ||||||||
| Professional fees | 9,963 | 14,135 | ||||||
| General and administrative | 30,262 | 45,701 | ||||||
| Consulting | 28,170 | 8,610 | ||||||
| Officer compensation | 66,668 | 30,000 | ||||||
| Total operating expenses | 135,063 | 98,446 | ||||||
| Loss from Operations | (125,219 | ) | (99,033 | ) | ||||
| Other Income (Expense): | ||||||||
| Other income | — | 40 | ||||||
| Interest expense | (23,655 | ) | (16,092 | ) | ||||
| Total other expense | (23,655 | ) | (16,052 | ) | ||||
| Net loss | $ | (148,874 | ) | $ | (115,085 | ) | ||
| Loss per Common Share: Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Number of Common Shares: Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE FOUR MONTHS ENDED JUNE 30, 2024
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Series B Preferred Stock | Additional Paid-in | Accumulated | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||||||||
| Balance, February 29, 2024 | 48,478,678 | $ | 484,787 | — | $ | — | 2,000,000 | $ | 20,000 | $ | 802,692 | $ | (2,575,667 | ) | 39,975 | $ | (42,454 | ) | $ | (1,310,642 | ) | |||||||||||||||||||||||
| Net Loss | — | — | — | — | — | — | - | (148,874 | ) | — | — | (148,874 | ) | |||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | 48,478,678 | $ | 484,787 | — | $ | — | 2,000,000 | $ | 20,000 | $ | 802,692 | $ | (2,724,541 | ) | 39,975 | $ | (42,454 | ) | $ | (1,459,516 | ) | |||||||||||||||||||||||
FOR THE THREE MONTHS ENDED MAY 31, 2023
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||
| Common Stock | Series B Preferred Stock | Additional Paid-in | Accumulated | Treasury Stock | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||
| Balance, February 28, 2023 | 47,435,106 | $ | 474,351 | 2,000,000 | $ | 20,000 | $ | 615,284 | $ | (1,918,702 | ) | 39,975 | $ | (42,454 | ) | $ | (851,521 | ) | ||||||||||||||||||
| Balance | 47,435,106 | $ | 474,351 | 2,000,000 | $ | 20,000 | $ | 615,284 | $ | (1,918,702 | ) | 39,975 | $ | (42,454 | ) | $ | (851,521 | ) | ||||||||||||||||||
| Net Loss | — | — | — | — | — | (115,085 | ) | — | — | (115,085 | ) | |||||||||||||||||||||||||
| Balance, May 31, 2023 | 47,435,106 | $ | 474,351 | 2,000,000 | $ | 20,000 | $ | 615,284 | $ | (2,033,787 | ) | 39,975 | $ | (42,454 | ) | $ | (966,606 | ) | ||||||||||||||||||
| Balance | 47,435,106 | $ | 474,351 | 2,000,000 | $ | 20,000 | $ | 615,284 | $ | (2,033,787 | ) | 39,975 | $ | (42,454 | ) | $ | (966,606 | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Four Months Ended June 30, 2024 | For the Three Months Ended May 31, 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (148,874 | ) | $ | (115,085 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (14,385 | ) | (2,500 | ) | ||||
| Inventory | (10,862 | ) | (7,389 | ) | ||||
| Prepaids | 3,187 | (6,115 | ) | |||||
| Note receivable | 15,000 | — | ||||||
| Accounts payable and accrued expenses | (8,415 | ) | (36,956 | )) | ||||
| Accrued interest – related party | 23,657 | 16,092 | ||||||
| Accrued officer compensation | 66,668 | 30,000 | ||||||
| Net cash used in operating activities | (74,024 | ) | (121,953 | ) | ||||
| Cash Flows from Investing Activities | — | — | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of related party loan | (51,600 | ) | (28,000 | ) | ||||
| Net cash used in financing activities | (51,600 | ) | (28,000 | ) | ||||
| Net change in cash | (125,624 | ) | (149,953 | ) | ||||
| Cash, beginning of period | 177,088 | 114,851 | ||||||
| Funds held in escrow, beginning of period | — | 553,000 | ||||||
| Cash, end of period | $ | 51,464 | $ | 517,898 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income tax paid | $ | — | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 8 |
SHOREPOWER TECHNOLOGIES INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MAY 31, 2024
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 common shares which it held, to a new investor group. The Sellers also sold of SPEV’s preferred stock at a per share price of $ 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 shares of common stock for its services, and Verde Capital was issued 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 of the issued and outstanding shares of the Company’s common stock. shares of common stock were sold under the Pre-Merger Financing that raised $660,000. Mr. Kim has received 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 financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).
| 9 |
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 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 29, 2024, have been omitted. The condensed unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
The Company has changed its fiscal year end from February 28 to December 31. Accordingly, the financial statements presented are as follows: June 30 balance sheet compared to the February 29, 2024 year end audited balance sheet. For the Statement of Operations, Statement of Cash Flows and Statement of Changes in Stockholders’ Deficit, the current period presented is for the four months ended June 30, 2024 compared to the three months ended May 31, 2023.
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.
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 cash equivalents for the period ended June 30, 2024 or the year ended February 29, 2024.
| 10 |
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the period ended June 30, 2024.
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. As of June 30, 2024 and February 29, 2024, the Company’s diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
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 June 30, 2024 and February 29, 2024 was $18,221 and $7,359, respectively.
Accounts Receivable
Revenues that have been recognized but not yet received are recorded as accounts receivable. The Company records account receivable at net realizable value consisting of the carrying amount less an allowance for credit losses. An estimate for the allowance for credit losses is discussed below in “Credit Losses on Financial Instruments”. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2024, management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible.
Credit Losses on Financial Instruments
The Company early adopted ASU 2016-13, Financial Instruments – Credit Losses effective January 1, 2021. The Company uses the Current Expected Credit Losses (CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures. When similar risk characteristics exist, the Company assesses collectability and measure expected credit losses on a collective basis for a pool of assets, whereas if similar risk characteristics do not exist, the Company assesses collectability and measures expected credit losses on an individual asset basis.
Under the CECL model, the estimation of credit losses involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, the age of the accounts receivable, current economic conditions, and reasonable and supportable forecasts that may affect the customer’s ability to pay. Changes in these factors could have a material impact on the estimated credit losses.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, and has since issued various amendments including ASU No. 2018-19, ASU No. 2019-04, and ASU No. 2019-05. The guidance and related amendments modify the accounting for credit losses for most financial assets and require the use of an expected loss model, replacing the currently used incurred loss method. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. The Company early adopted ASU-2016-13 effective January 1, 2021. The adoption of ASU 2016-13 had no material impact on our consolidated financial statements.
Revenue Recognition
The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract (or PO) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company generated revenues from selling power vending stations (charging stations) or services. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds.
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.
Revenue sharing arrangement
Revenue-sharing arrangements are recognized gross when the Company has reasonable latitude in establishing the price billed to the end customer and has the primary responsibility to determine the service specifications.
| 11 |
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 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 unaudited financial statements, the Company has an accumulated deficit of $2,724,541 as of June 30, 2024, 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 4 – NOTE RECEIVABLE
On November 25, 2023, the Company entered into a Promissory Note Agreement with Convoy Solutions, LLC (“Convoy”), for $40,000. The note is non-interest bearing but does incur a 1% weekly fee on the amount outstanding. The Note matured on December 18, 2023. The note was repaid in full on May 23, 2024.
NOTE 5 – LOAN PAYABLE
As of June 30, 2024 and February 29, 2024, 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.
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 June 30, 2024 and February 29, 2024, the balance due on this note is $18,044 and $58,044, respectively. As of June 30, 2024 and February 29, 2024, there is $20,628 and $19,831, respectively, 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 began monthly payments on April 1, 2023. As of June 30, 2024 and February 29, 2024, the balance due on this note is $213,654 and $225,254, respectively. As of June 30, 2024 and February 29, 2024, there is $19,447 and $14,563, respectively, of accrued interest on this note.
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 June 30, 2024 and February 29, 2024, the balance due on this note is $837,600 and $837,600, respectively. As of June 30, 2024 and February 29, 2024, there is $76,315 and $58,341, respectively, of accrued interest on this note.
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 June 30, 2024 and February 29, 2024, there is $206,668 and $140,000 of accrued compensation due to Mr. Kim.
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NOTE 7 – COMMON STOCK
As of June 30, 2024 and February 29, 2024, there are and shares of common stock outstanding, respectively.
NOTE 8 – PREFERRED STOCK
There are 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.
As of June 30, 2024, there were shares of Series A issued and outstanding.
As part of the merger, the Company designated of its 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 June 30, 2024 and February 29, 2024, there are shares of Series B issued and outstanding.
NOTE 9 – WARRANTS
SCHEDULE OF WARRANT ACTIVITY
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, February 29, 2024 | 11,000,000 | $ | 0.25 | |||||||||||||
| Issued | — | $ | — | — | ||||||||||||
| Cancelled | — | $ | — | — | ||||||||||||
| Exercised | — | $ | — | — | ||||||||||||
| Outstanding, June 30, 2024 | 11,000,000 | $ | 0.25 | $ | — | |||||||||||
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to June 30, 2024, and to the date these financial statements were issued and has determined that it does not have any subsequent events to disclose in these financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-looking Statements
Unless the context indicates otherwise, as used in this Quarterly Report, the terms “SPEV,” “we,” “us,” “our,” “our company” and “our business” refer, to Shorepower Technologies Inc. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
OVERVIEW
Until March 22, 2023, we were an emerging diversified investment vehicle focused on acquiring equity in companies that we believed were or could be leaders in the markets in which they were involved.
On November 23, 2022, we entered into an 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 (formerly “USBL”) The closing occurred on March 22, 2023.
Shorepower 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. Shorepower has its headquarters in Hillsboro, Oregon, near Portland, Oregon, and an office in the Detroit, Michigan metro area. Shorepower is a certified minority owned business enterprise (MBE). The Shorepower management team is comprised of a group of seasoned individuals with knowledge of technology, transportation electrification, charging stations and heavy-duty vehicle technologies. Combined, the team has managed over $16 million in government contracts and grant funds to deploy transportation electrification throughout the nation.
Results of Operations
The Company has changed its fiscal year end from February 28 to December 31. Accordingly, the financial statements presented are as follows: June 30 balance sheet compared to the February 29, 2024 year end audited balance sheet. For the Statement of Operations, Statement of Cash Flows and Statement of Changes in Stockholders’ Deficit, the current period presented is for the four months ended June 30, 2024, compared to the three months ended May 31, 2023.
For the four months ended June 30, 2024 compared to the three months ended May 31, 2023
Revenue and Cost of Revenue
We had total revenue of $34,516 for the four months ended June 30, 2024 compared to $11,822 for the three months ended May 31, 2023, an increase of $22,694 or 192%. We had cost of revenue of $22,071 and $10,886, respectively, and a deduction for revenue share of $2,601 and $1,523, respectively, for gross margin of $9,844 and ($587), respectively. Revenues increased mainly due to the purchase of hardware. Similar purchases and other projects are expected to increase revenues in next quarter.
Professional Fees
For the four months ended June 30, 2024, the company incurred $9,963 of professional fees compared to $14,135 for the three months ended May 31, 2023, a decrease of $4,172 or 29.5%. Professional fees generally consist of audit, legal, accounting and investor relation fees.
General and Administrative Expense
For the four months ended June 30, 2024, the company incurred $30,262 of general and administrative expense (“G&A”) compared to $45,701 for the three months ended May 31, 2023, a decrease of $15,439 or 33.8%. In the current period we had a decrease of approximately $4,600 in insurance expense, $7,400 in transfer agent fees and $2,300 in supply costs.
Consulting Expense
For the four months ended June 30, 2024, we recognized $28,170 of consulting expense, compared to $8,610 in the prior comparable period. This increase is primarily for grant writing, engineering services and other consultants to take advantage of available government contracts and grant application opportunities, and update product offerings.
Officer Compensation
For the four months ended June 30, 2024, we had officer compensation expense of $66,668, compared to $30,000 for the three months ended May 31, 2023. Beginning in March officer compensation for our CEO increased to $16,667 a month.
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Other Income/Expense
For the four months ended June 30, 2024, we had interest expense of $23,655. For the three months ended May 31, 2023, we had $40 of other income and $16,052 of interest expense.
Net Loss
For the four months ended June 30, 2024, we had a net loss of $148,874 compared to $115,085 for the three months ended May 31, 2023, an increase of $33,789.
Liquidity and Capital Resources
Operating Activities
For the four months ended June 30, 2024, the company used $74,024 of cash in operating activities compared to $121,953 for the three months ended May 31, 2023.
Financing Activities
During the four months ended June 30, 2024, we repaid $51,600 of related party loans, compared to repaying $28,000 of related party loans during the three months ended May 31, 2023.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 2024.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
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Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SHOREPOWER TECHNOLOGIES INC. | |
| Dated: July 18, 2024 | |
| /s/ Jeff Kim | |
| Jeff Kim | |
| President and Chief Executive Officer | |
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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