Aeternum Health, Inc 10-Q for FY2023 Q2
Aeternum Health, Inc. (AETN)
About this 10-Q
Aeternum Health, Inc filed this 10-Q on October 19, 2023, covering the quarter ended August 31, 2023 (FY2023 Q2).
Headline figures
Quarter ended August 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2532
- down 61.1% from $6506 a year earlier
- Net loss
- $312.37K
- compared with a net loss of $52.67K a year earlier
- Diluted EPS
- $0.04
- up 300.0% from $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from______ to _____
Commission
File Number
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of Principal Executive Offices)
(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 | ||
| 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.
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).
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 ☐ | |
| Smaller
reporting company | ||
| Emerging
Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of October 9, 2023, there were shares of Common Stock, $0.01 par value per share, outstanding.
SHOREPOWER TECHNOLOGIES INC.
Form 10-Q
For the Quarterly Period Ended August 31, 2023
INDEX
| PART I | Financial Information | 3 |
| Item 1. | Financial Statements (unaudited) | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| 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 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
| 3 |
SHOREPOWER TECHNOLOGIES INC.
(Formerly United States Basketball League, Inc.)
CONDENSED BALANCE SHEETS
(Unaudited)
| August 31, | February 28, | |||||||
| 2023 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Funds held in escrow | ||||||||
| Accounts receivable | ||||||||
| Prepaids | ||||||||
| Inventory | ||||||||
| Total Current Assets | $ | |||||||
| Non-Current Assets: | ||||||||
| Other asset | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | |||||||
| Accrued officer compensation – related party | ||||||||
| Accrued interest – related party | ||||||||
| Notes payable – related party | ||||||||
| Note payable | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable, net of current portion – related party | ||||||||
| Total Liabilities | ||||||||
| 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 | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock, at cost; shares of common stock | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| For the Three Months Ended August 31, | For the Six Months Ended August 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Service revenue, net | $ | $ | $ | $ | ||||||||||||
| Product sales | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross margin | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Consulting | ||||||||||||||||
| Officer compensation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Impairment of fixed asset | ( | ) | ||||||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per Common Share: Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding: Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
SHOREPOWER TECHNOLOGIES INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2023 and 2022
(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 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||
| Balance, May 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | ||||||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||
| Balance, August 31, 2023 | $ | $ | $ | $ | ( | ) | 39,975 | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-in Capital | Deficit | To be Issued | Shares | Amount | Equity (Deficit) | |||||||||||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional | Accumulated | Common Shares | Treasury Stock | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-in Capital | Deficit | To be Issued | Shares | Amount | Equity (Deficit) | |||||||||||||||||||||||||||||||
| Balance, February 28, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Conversion of preferred stock to common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, May 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Net Loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, August 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
SHOREPOWER TECHNOLOGIES INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| 2023 | 2022 | |||||||
| For the Six Months Ended | ||||||||
| August 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Impairment expense | ||||||||
| Common stock issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaids | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Accrued interest – related party | ||||||||
| Accrued officer compensation | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of related party loan | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Funds held in escrow, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax paid | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
SHOREPOWER TECHNOLOGIES INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
August 31, 2023
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 was sold under the Pre-Merger
Financing that raised $
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).
| 8 |
As
a result of the merger transaction the Company reduced its accumulated deficit and increased its additional paid in capital by approximately
$
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 of Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification
(TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have
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 August 31, 2023 and February 28, 2023, was $
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 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). 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.
| 9 |
Cost of Revenue
Cost of revenues includes actual product cost, labor, if any, utilities and direct overheard, 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 August 31, 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 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 $
NOTE 4 – LOAN PAYABLE
As
of August 31, 2023
and February 28, 2023, the Company has a loan payable to a third party of $
NOTE 5 – RELATED PARTY TRANSACTIONS
On
February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
On
March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
| 10 |
On
December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
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 $
NOTE 6 – COMMON STOCK
On
February 17, 2023, the Company sold shares of common stock through the purchase of units at a price of $ 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 $
On
August 30, 2023, the Company granted shares of common stock for investor relation services. The shares were valued at $,
the closing price on the date of grant, for total non-cash expense of $
NOTE 7 – PREFERRED STOCK
On May 18, 2021, the Company increased its authorized shares of Preferred Stock from to shares.
There
are shares designated as Series A preferred stock (“Series A”). Each share of the Series A has five votes, is entitled
to a
As of August 31, 2023, 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.
As of August 31, 2023, there are shares of Series B issued and outstanding.
NOTE 8 – WARRANTS
On
February 17, 2023, the Company sold shares of common stock through the purchase of units at a price of $ per unit, each
unit consisting of one share of common stock and one warrant to purchase common stock, for total proceeds of $
| 11 |
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.
Year
Ended | ||||
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % | |||
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 $ 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.
Number
of | Weighted Average Exercise Price | Weighted Remaining | Intrinsic Value | |||||||||||||
| Outstanding, February 28, 2023 | $ | |||||||||||||||
| Issued | $ | — | ||||||||||||||
| Cancelled | $ | — | ||||||||||||||
| Exercised | $ | — | ||||||||||||||
| Outstanding, August 31, 2023 | $ | $ | ||||||||||||||
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to August 31, 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.
| 12 |
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 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
For the three months ended August 31, 2023 compared to the three months ended August 31, 2022
Revenue and Cost of Revenue
We had total revenue of $2,532 (net of $1,242 revenue share) and $6,506 for the three months ended August 31, 2023 and 2022, respectively, a decrease of $3,974 or 61%. We had cost of revenue of $7,494 and $9,804, respectively, for gross margin of ($6,077) and ($3,298), respectively. We are currently in the process of upgrading sites to a new payment and control system. Revenue will remain low until the upgrades to the sites are completed.
Professional Fees
For the three months ended August 31, 2023, the company incurred $216,114 of professional fees compared to $7,418 for the three months ended August 31, 2022, an increase of $208,696. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the current period we had an increase in all fees as a result of the merger and the required fees of being a public company. In addition, we issued shares of common stock for total non-cash expense of $198,279. Excluding this one-time non-cash expense, $17,835 was incurred for professional fees.
| 13 |
General and Administrative Expense
For the three months ended August 31, 2023, the company incurred $9,732 of general and administrative expense (“G&A”) compared to $10,757 for the three months ended August 31, 2022, a decrease of $1,025 or 9.5%.
Consulting Expense
For the three months ended August 31, 2023 and 2022, we recognized $20,010 and $0, respectively, of consulting expense. This increase was primarily for grant writing, engineering services and other consultants that were brought on after the merger.
Officer Compensation
For the three months ended August 31, 2023 and 2022, we had officer compensation expense of $30,000 and $31,200, respectively.
Other Income/Expense
For the three months ended August 31, 2023 and 2022, we had total other expense of $30,437 and $0, respectively. In the current period we recognized $30,462 of interest expense, offset with $25 of other income.
Net Loss
For the three months ended August 31, 2023, we had a net loss of $312,370 compared to $52,673 for the three months ended August 31, 2022, an increase of $259,697. We had an increase in our net loss primarily due to the stock issued for services. Excluding the one-time stock issuance, we had a net loss of $114,091 for the three months ended August 31, 2023.
For the six months ended August 31, 2023 compared to the six months ended August 31, 2022
Revenue and Cost of Revenue
We had total revenue of $11,716 (net of $2,764 revenue share) and $9,549 for the six months ended August 31, 2023 and 2022, respectively, an increase of $2,167 or 22.7%. We had cost of revenue of $18,380 and $20,499, respectively, for gross margins of ($6,664) and ($10,950), respectively. Power usage revenue increased in 2023, primarily due to getting more stations online with the new control system hardware and a sale of charging station equipment.
Professional Fees
For the six months ended August 31, 2023, the company incurred $230,249 of professional fees compared to $12,074 for the six months ended August 31, 2022, an increase of $218,175. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the current period we had an increase in all fees as a result of the merger and the required fees of being a public company. In addition, we issued shares of common stock for total non-cash expense of $198,279. Excluding this one-time non-cash expense, $31,970 was incurred for professional fees.
General and Administrative Expense
For the six months ended August 31, 2023, the company incurred $64,043 of G&A expenses compared to $22,789 for the six months ended August 31, 2022, an increase of $41,254 or 181%. In the current period we had an increase of insurance expense of ~$13,300, transfer agent fees of ~$9,000, licenses & fees of ~$6,000 and other expenses associated with being an SEC company ~$11,000.
Consulting Expense
For the six months ended August 31, 2023 and 2022, we recognized $20,010 and $0, respectively, of consulting expense. This increase was primarily for grant writing, engineering services and other consultants that were brought on after the merger.
Officer Compensation
For the six months ended August 31, 2023 and 2022, we had officer compensation expense of $60,000 and $62,400, respectively.
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Other Income/Expense
For the six months ended August 31, 2023 and 2022, we had total other expense of $46,489 and $46,063, respectively. In the current period we recognized $46,554 of interest expense, offset with $65 of other income. In the prior period we recognized a loss on impairment of $46,063.
Net Loss
For the six months ended August 31, 2023, we had a net loss of $427,455 compared to $154,276 for the six months ended August 31, 2022, an increase of $273,179. We had an increase in our net loss primarily due to the stock issued for services. Excluding this one-time non-cash expense, net loss was $229,176 for this period.
Liquidity and Capital Resources
Operating Activities
For the six months ended August 31, 2023, the company used $192,376 of cash in operating activities compared to $123,677 for the six months ended August 31, 2022.
Financing Activities
During the six months ended August 31, 2023 and 2022, we repaid $61,400 and $7,500 of related party loans, respectively.
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 August 31, 2023.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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). |
| 16 |
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: October 19, 2023 | |
| /s/ Jeff Kim | |
| Jeff Kim | |
| President and Chief Executive Officer | |
| (Principal Executive Officer, Principal Financial Officer and | |
| Principal Accounting Officer) |
| 17 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff Kim, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Shorepower Technologies Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 19, 2023 | |
| /s/ Jeff Kim | |
| Jeff Kim | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff Kim, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of Shorepower Technologies Inc. for the quarter ended August 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Shorepower Technologies Inc. |
Dated: October 19, 2023
| /s/ Jeff Kim | |
| Jeff Kim | |
| President, Chief Executive Officer, Chief Financial | |
| Officer, and Director | |
| (Principal Executive Officer, Principal Financial | |
| Officer and Principal Accounting Officer) |