Cover
Cover - $ / shares | 4 Months Ended | |
Jun. 30, 2024 | Jul. 17, 2024 | |
Cover [Abstract] | ||
Document Type | 10-QT | |
Amendment Flag | false | |
Document Quarterly Report | false | |
Document Transition Report | true | |
Document Period Start Date | Feb. 29, 2024 | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-15913 | |
Entity Registrant Name | SHOREPOWER TECHNOLOGIES INC. | |
Entity Central Index Key | 0000764630 | |
Entity Tax Identification Number | 06-1120072 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5289 NE Elam Young Pkwy | |
Entity Address, Address Line Two | Suite 180 | |
Entity Address, City or Town | Hillsboro | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97124 | |
City Area Code | (503) | |
Local Phone Number | 892-7345 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SPEV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,478,678 | |
Entity Listing, Par Value Per Share | $ 0.01 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Feb. 29, 2024 |
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 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 46,579 | 54,994 |
Total Current Liabilities | 606,806 | 524,896 |
Total Liabilities | 1,550,331 | 1,520,021 |
Stockholders’ Deficit: | ||
Preferred stock, value | ||
Common stock, $0.01 par value, 100,000,000 shares authorized; 48,478,678 and 48,478,678 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; 39,975 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 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock, value | 20,000 | 20,000 |
Related Party [Member] | ||
Current Liabilities: | ||
Accrued officer compensation – related party | 206,668 | 140,000 |
Accrued interest – related party | 116,391 | 92,734 |
Note payable | 125,773 | 125,773 |
Notes payable, net of current portion – related party | 943,525 | 995,125 |
Nonrelated Party [Member] | ||
Current Liabilities: | ||
Note payable | $ 111,395 | $ 111,395 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Feb. 29, 2024 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6,894,356 | 6,894,356 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,478,678 | 48,478,678 |
Common stock, shares outstanding | 48,478,678 | 48,478,678 |
Treasury stock, share | 39,975 | 39,975 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,105,644 | 1,105,644 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended |
May 31, 2023 | Jun. 30, 2024 | |
Total revenue | $ 11,822 | $ 34,516 |
Cost of revenue | (10,886) | (22,071) |
Less revenue share | (1,523) | (2,601) |
Gross margin | (587) | 9,844 |
Operating Expenses: | ||
Professional fees | 14,135 | 9,963 |
General and administrative | 45,701 | 30,262 |
Consulting | 8,610 | 28,170 |
Officer compensation | 30,000 | 66,668 |
Total operating expenses | 98,446 | 135,063 |
Loss from Operations | (99,033) | (125,219) |
Other Income (Expense): | ||
Other income | 40 | |
Interest expense | (16,092) | (23,655) |
Total other expense | (16,052) | (23,655) |
Net loss | $ (115,085) | $ (148,874) |
Loss per Common Share: Basic | $ (0.04) | $ 0 |
Loss per Common Share: Diluted | $ (0.04) | $ 0 |
Weighted Average Number of Common Shares: Basic | 47,435,106 | 48,478,678 |
Weighted Average Number of Common Shares: Diluted | 47,435,106 | 48,478,678 |
Service [Member] | ||
Total revenue | $ 9,447 | $ 9,601 |
Product [Member] | ||
Total revenue | $ 2,375 | $ 24,915 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
Balance at Feb. 28, 2023 | $ 474,351 | $ 20,000 | $ 615,284 | $ (1,918,702) | $ (42,454) | $ (851,521) | |
Balance, shares at Feb. 28, 2023 | 47,435,106 | 2,000,000 | 39,975 | ||||
Net Loss | (115,085) | (115,085) | |||||
Balance at May. 31, 2023 | $ 474,351 | $ 20,000 | 615,284 | (2,033,787) | $ (42,454) | (966,606) | |
Balance, shares at May. 31, 2023 | 47,435,106 | 2,000,000 | 39,975 | ||||
Balance at Feb. 29, 2024 | $ 484,787 | $ 20,000 | 802,692 | (2,575,667) | $ (42,454) | (1,310,642) | |
Balance, shares at Feb. 29, 2024 | 48,478,678 | 2,000,000 | 39,975 | ||||
Net Loss | (148,874) | (148,874) | |||||
Balance at Jun. 30, 2024 | $ 484,787 | $ 20,000 | $ 802,692 | $ (2,724,541) | $ (42,454) | $ (1,459,516) | |
Balance, shares at Jun. 30, 2024 | 48,478,678 | 2,000,000 | 39,975 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended |
May 31, 2023 | Jun. 30, 2024 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (115,085) | $ (148,874) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,500) | (14,385) |
Inventory | (7,389) | (10,862) |
Prepaids | (6,115) | 3,187 |
Note receivable | 15,000 | |
Accounts payable and accrued expenses | (36,956) | (8,415) |
Accrued interest – related party | 16,092 | 23,657 |
Accrued officer compensation | 30,000 | 66,668 |
Net cash used in operating activities | (121,953) | (74,024) |
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities: | ||
Repayment of related party loan | (28,000) | (51,600) |
Net cash used in financing activities | (28,000) | (51,600) |
Net change in cash | (149,953) | (125,624) |
Cash, beginning of period | 114,851 | 177,088 |
Funds held in escrow, beginning of period | 553,000 | |
Cash, end of period | 517,898 | 51,464 |
Supplemental disclosures of cash flow information: | ||
Interest paid | ||
Income tax paid |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 4 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Shorepower Technologies Inc. (“SPEV” “Shorepower” “the Company”) (formerly ) On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 1,105,644 .057 World Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 150,000 The Company’s Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies under which Shorepower was merged with and into SPEV (the “Merger”) was closed on March 22, 2023. Under the terms of the Merger Agreement, Jeff Kim, the prior CEO of Shurepower, LLC and the current CEO of the Company, now owns 26,089,758 11,000,000 660,000 2,000,000 (i) an additional 2.5% of the issued and outstanding SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding SPEV Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding SPEV common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer We accounted for the Merger transaction as a recapitalization resulting from the acquisition by a non-operating public company that is not a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). This accounting treatment as a recapitalization is consistent with Commission guidance promulgated in staff speeches and the SEC Reporting Manual, Topic 12 on Reverse Acquisitions and Recapitalizations. As such, the transaction is outside the scope of FASB ASC 805. Specifically, the Merger transaction was treated as a reverse recapitalization in which the entity that issues securities (the legal acquirer) is determined to be the accounting acquiree, while the entity receiving securities (the legal acquiree) is the accounting acquirer. Under reverse merger accounting (i.e., recapitalization), historical financial statements of Shurepower, LLC ( the legal acquiree, accounting acquirer), are presented with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in the financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). As a result of the merger transaction the Company reduced its accumulated deficit and increased its additional paid in capital by approximately $ 5,872,000 Effective on the date of closing the merger, Saeb Jannoun and Michael D. Pruitt resigned as directors of the Company, and Mr. Jannoun resigned as the CEO. Jeff Kim was appointed as the sole officer and director. Effective June 20, 2023, the Company’s name was changed to Shorepower Technologies Inc and its ticker symbol to SPEV. The Company is a transportation electrification infrastructure manufacturer and service provider of Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification (TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have 60 1,800 31 16 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4 Months Ended |
Jun. 30, 2024 | |
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 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 Statement of Changes in Stockholders’ Deficit, 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 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 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 7,359 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 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 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. 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 | 4 Months Ended |
Jun. 30, 2024 | |
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 unaudited financial statements, the Company has an accumulated deficit of $ 2,724,541 June 30, 2024 |
NOTE RECEIVABLE
NOTE RECEIVABLE | 4 Months Ended |
Jun. 30, 2024 | |
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 |
LOAN PAYABLE
LOAN PAYABLE | 4 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 5 LOAN PAYABLE As of June 30, 2024 and February 29, 2024 111,395 111,395 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 4 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS On February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 200,000 twenty years 6.58 1,500 February 29, 2024 18,044 58,044 Februar 2024 20,628 19,831 On March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 253,954 6.63 February 29, 2024 213,654 225,254 February 29, 2024 19,447 14,563 On December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $ 1,237,600 6.42 400,000 February 29, 2024 837,600 837,600 February 29, 2024 76,315 58,341 On March 22, 2023, the Company entered into an executive employment agreement with its executive officer, Jeff Kim. Under the terms of his employment agreement, Mr. Kim’s annual base salary is $ 200,000 10,000 2,000 10,000 10,000 February 29, 2024 206,668 140,000 |
COMMON STOCK
COMMON STOCK | 4 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 7 – COMMON STOCK As of June 30, 2024 and February 29, 2024, 48,478,678 48,478,678 |
PREFERRED STOCK
PREFERRED STOCK | 4 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 8 – PREFERRED STOCK There are 1,105,644 2 As of June 30, 2024, there were no As part of the merger, the Company designated 2,000,000 10,000,000 Each Series B preferred share has voting power of 40 shares of the Company’s common stock. The Series B preferred will have no conversion feature. As of June 30, 2024 and February 29, 2024 2,000,000 |
WARRANTS
WARRANTS | 4 Months Ended |
Jun. 30, 2024 | |
Warrants | |
WARRANTS | 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 2 Issued — $ — — Cancelled — $ — — Exercised — $ — — Outstanding, June 30, 2024 11,000,000 $ 0.25 1.22 $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 4 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 4 Months Ended |
Jun. 30, 2024 | |
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 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 Statement of Changes in Stockholders’ Deficit, |
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. |
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. |
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 |
Reclassifications | 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 | 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. 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 | 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 7,359 |
Accounts Receivable | 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 |
Credit Losses on Financial Instruments | 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 | Revenue Recognition The Company follows ASC 606, Revenue from Contracts with Customers |
Cost of Revenue | Cost of Revenue Cost of revenues includes actual product cost, labor, if any, and direct overheard, including utility (electricity) bills, which is applied on a per unit basis. 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
WARRANTS (Tables)
WARRANTS (Tables) | 4 Months Ended |
Jun. 30, 2024 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | 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 2 Issued — $ — — Cancelled — $ — — Exercised — $ — — Outstanding, June 30, 2024 11,000,000 $ 0.25 1.22 $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 4 Months Ended | |
Apr. 07, 2021 $ / shares shares | Jun. 30, 2024 USD ($) Facility Item State shares | |
Increase in additional paid in capital | $ | $ 5,872,000 | |
Government grants | $ | $ 16,000,000 | |
Shorepower [Member] | ||
Number of operational TSE facilities | Facility | 60 | |
Number of individual electrified parking spaces | Item | 1,800 | |
Number of states in which operational TSE facilities located | State | 31 | |
Chief Executive Officer [Member] | ||
Milestones description | (i) an additional 2.5% of the issued and outstanding SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding SPEV Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding SPEV common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer | |
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | ||
Stock issued during period shares acquisitions, shares | 2,000,000 | |
Stock Purchase Agreements [Member] | World Equity Markets [Member] | ||
Common stock issued for services, shares | 125,000 | |
Stock Purchase Agreements [Member] | Verde Capital [Member] | ||
Common stock issued for services, shares | 150,000 | |
Stock Purchase Agreements [Member] | Erop Enterprises Llc [Member] | Series A Preferred Stock [Member] | ||
Number of shares issued | 1,105,644 | |
Share price | $ / shares | $ 0.057 | |
Common Stock [Member] | Chief Executive Officer [Member] | ||
Common stock issued for services, shares | 26,089,758 | |
Sale of stock number of shares issued in transaction | 11,000,000 | |
Proceeds from issuance of common stock | $ | $ 660,000 | |
Common Stock [Member] | Stock Purchase Agreements [Member] | ||
Number of shares issued | 2,704,007 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2024 | Feb. 29, 2024 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Inventory | $ 18,221 | $ 7,359 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2024 | Feb. 29, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 2,724,541 | $ 2,575,667 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - USD ($) | Nov. 25, 2023 | Jun. 30, 2024 | Feb. 29, 2024 |
Note receivable | $ 15,000 | ||
Covoy Solutionss Llc [Member] | Promissory Note Agreement [Member] | |||
Note receivable | $ 40,000 | ||
Maturity date | Dec. 18, 2023 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2024 | Feb. 29, 2024 |
Third Party [Member] | ||
Loan payable | $ 111,395 | $ 111,395 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | ||||||
Mar. 22, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | Feb. 15, 2022 | May 31, 2023 | Jun. 30, 2024 | Feb. 29, 2024 | Mar. 01, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Repayment for related party | $ 28,000 | $ 51,600 | ||||||
Jeff Kim [Member] | Executive Employment Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Monthly loan payment | $ 2,000 | |||||||
Due to related party | 200,000 | |||||||
Repayment for related party | 10,000 | |||||||
Related party payment threshold | 10,000 | |||||||
Monthly salary | $ 10,000 | |||||||
Accrued compensation | 206,668 | $ 140,000 | ||||||
Promissory Note One [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 200,000 | |||||||
Promissory note term | 20 years | |||||||
Interest rate | 6.58% | |||||||
Monthly loan payment | $ 1,500 | |||||||
Promissory note balance | 18,044 | 58,044 | ||||||
Promissory note accrued interest | 20,628 | 19,831 | ||||||
Promissory Note Two [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 253,954 | |||||||
Interest rate | 6.63% | |||||||
Promissory note balance | 213,654 | 225,254 | ||||||
Promissory note interest | 19,447 | 14,563 | ||||||
Promissory Note Three [Member] | Jeff Kim [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Promissory note issued | $ 1,237,600 | |||||||
Interest rate | 6.42% | |||||||
Promissory note balance | 837,600 | 837,600 | ||||||
Promissory note interest | $ 76,315 | $ 58,341 | ||||||
Promissory note forgiveness | $ 400,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - shares | Jun. 30, 2024 | Feb. 29, 2024 |
Equity [Abstract] | ||
Common stock, shares outstanding | 48,478,678 | 48,478,678 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - shares | 4 Months Ended | ||
Mar. 04, 2023 | Jun. 30, 2024 | Feb. 29, 2024 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,894,356 | 6,894,356 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,105,644 | 1,105,644 | 1,105,644 |
Preferred stock, dividend rate, percentage | 2% | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 2,000,000 | 2,000,000 | |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 | |
Preferred stock, voting rights | Each Series B preferred share has voting power of 40 shares of the Company’s common stock. | ||
Preferred stock, conversion basis, description | The Series B preferred will have no conversion feature. | ||
Series B Preferred Stock [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,000,000 | ||
Series B Preferred Stock [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Feb. 29, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants, outstanding, beginning balance | 11,000,000 | |
Weighted average exercise price per share, outstanding, beginning balance | $ 0.25 | |
Weighted average non remaining contractual life, warrants outstanding | 1 year 2 months 19 days | 2 years |
Warrants issued, shares | ||
Warrants issued, weighted average exercise price | ||
Warrants cancelled, shares | ||
Warrants cancelled, weighted average exercise price | ||
Warrants exercised, shares | ||
Warrants exercised, weighted average exercise price | ||
Number of warrants, outstanding, ending balance | 11,000,000 | 11,000,000 |
Weighted average exercise price per share, outstanding, ending balance | $ 0.25 | $ 0.25 |
Warrants outstanding, intrinsic value ending balance |