Aeternum Health, Inc S-1/A, filed Apr 4, 2024

Aeternum Health, Inc. (AETN)

S-1/A 2024-04-04

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Delaware		3790		06-1120072
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

	Page No.
PROSPECTUS SUMMARY	4

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10

RISK FACTORS	10

USE OF PROCEEDS	31

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	32

SELLING STOCKHOLDERS	32

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

BUSINESS	38

MANAGEMENT	45

EXECUTIVE COMPENSATION	48

PRINCIPAL SECURITYHOLDERS	51

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	52

DESCRIPTION OF SECURITIES	52

INDEMNIFICATION OF OFFICERS AND DIRECTORS	55

SHARES ELIGIBLE FOR FUTURE SALE	56

PLAN OF DISTRIBUTION	57

LEGAL MATTERS	58

EXPERTS	58

WHERE YOU CAN FIND MORE INFORMATION	58

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Site Name	City & State	State	Number of EV Connection Points	Target Completion Date
Love’s Travel Stops	Madera	CA	3	Completed
Flying J Travel center	Bakersfield	CA	5	Mar-2023
Flying J Travel center	Lodi	CA	5	Mar-2024
Flying J Travel center	Lebec (Fraisier Park)	CA	4	Apr-2024
Pilot Travel Center	Dunnigan	CA	4	Apr-2024
Love’s Travel Stops	Boron	CA	3	Apr-2024
Pilot Travel Center	Weed	CA	2	May-2024
Big Boys Travel Stop	Kenly	NC	4	Jun-2024
Arrowhead Travel Plaza	Pendleton	OR	4	Jul-2024
Jubitz Travel Center	Portland	OR	4	Aug-2024
Eco Travel Center	Crossville	TN	4	Sep-2024
Tennessean Travel Stop	Cornersville	TN	4	Oct-2024
Shoemaker Travel Center	Lincoln	NE	4	Nov20-24

	●	Reduced disclosure about our executive compensation arrangements;

	●	No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

	●	Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and

	●	Reduced disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected financial information.

Common Stock to be Sold		Up to 25,817,272 shares of our common stock including (i) 14,817,272 shares of our common stock currently outstanding and (ii) 11,000,000 shares of our common stock underlying warrants we have issued to various persons. We will not receive any proceeds from the sale of common stock by the Selling Stockholders but will receive up to $2,750,000 upon exercise of warrants by the Selling Stockholders.

Common Stock Outstanding		50,478,678 as of March 29, 2024, that excludes the 10,000,000 shares reserved for future issuance under our 2023 Stock Incentive Plan (the “Plan”).

Voting Control by Management		Our President and CEO, Jeff Kim, has voting control over all matters submitted to our common stockholders, including amendments to our certificate of incorporation, election of members of our Board of Directors and major corporate transactions, principally through his ownership of shares of our common stock and 2,000,000 shares of our Series B preferred stock.

Use of Proceeds		This is a resale prospectus to register shares of the Selling Stockholders, but we may receive up to approximately $2,750,000 in gross proceeds upon the cash exercise of the warrants by the Selling Stockholders.

		We intend to use the net proceeds from the exercise of warrants by the Selling Stockholders for (i) potential mergers and acquisitions, (ii) technology costs, (iii) general working capital and (iv) debt repayment. The expected uses of the net proceeds from the sale of the offered shares represent our intentions based upon our current plans and business conditions. The precise uses, amounts and timing of the application of proceeds have yet to be determined by our management and may differ, in some or all respects, from those enumerated above. The amounts used for each purpose and the timing of our actual expenditures may also vary significantly depending on numerous factors. See “Use of Proceeds.” We will not receive any of the proceeds from the sale or other disposition of the securities by the Selling Stockholders other than a potential cash exercise of the warrants. See “Use of Proceeds”.

Dividend Policy		We have never declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy”.

OTC PINK Symbol		SPEV

Risk Factors		You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 10 of this prospectus before deciding whether or not to invest in our common stock.

●	We are an early stage company with a history of operating losses, and expect to incur significant expenses and continuing losses at least for the near- and medium-term.

●	Our growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs.

●	We currently face competition from a number of companies and expect to face significant competition in the future as the market for EV charging develops.

●	We rely on a limited number of vendors for our charging equipment and related support services. A loss of any of these partners would negatively affect our business.

●	Our business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as we expand the scope of such services with other parties.

●	If we are unable to attract and retain key employees and hire qualified management, technical, engineering and sales and business development personnel, our ability to compete and successfully grow our business would be harmed.

●	Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.

●	The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification or elimination of such benefits could adversely affect our financial results.

●	Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our solutions.

●	Many of our facilities are located in active earthquake zones or in areas susceptible to hurricanes, wildfires and other severe weather events. An earthquake, a wildfire, a major hurricane or other types of disasters or resource shortages, including public safety power shut offs that have occurred and will continue to occur in California or other states, could disrupt and harm our operations and those of our customers.

●	We are dependent upon the availability of electricity at our current and future charging stations. Cost increases, delays and/or other restrictions on the availability of electricity would adversely affect our business and results of operations.

●	Our revenue growth will depend in significant part on our ability to increase sales of our products and services to fleet operators including medium- and heavy-duty vehicle fleets and rideshare operators.

●	If we fail to offer high-quality support to host sites and drivers or fail to maintain high charger availability and strong user experience, our business and reputation will suffer.

●	Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.

●	The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification or elimination of such benefits could adversely affect our financial results.

●	We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive, and our business could be adversely affected.

●	Our technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage our reputation with current or prospective customers, and/or expose us to product liability and other claims that could materially and adversely affect our business.

●	The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and financial results.

●	Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact our financial results or results of operation.

●	Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

●	Some provisions of our certificate of incorporation and bylaws may deter takeover attempts, which may inhibit a takeover that stockholders consider favorable and limit the opportunity of our stockholders to sell their shares at a favorable price.

●	Our stock price will be volatile, and you may not be able to sell shares at or above the price at which shares of our common stock in this registration statement are purchased.

●	Our indemnification of our officers and directors may cause us to use corporate resources to the detriment of our stockholders.

Statement of Operations Data:	Year Ended February 28, 2023			Year Ended February 28, 2022

Revenues - related party	$	—		$	5,000

Total Operating Expenses		597,305			309,035
Loss from Operations		(597,305	)		(304,035	)
Other expense		—			(1,769,355	)(1)
Net Loss	$	(597,305	)	$	(2,073,390	)

Net Loss Per Share, Basic and Diluted	$	(0.01	)	$	(0.36	)
Weighted Average Number of Shares Outstanding Basic and Diluted		47,133,596			5,752,866

Balance Sheet Data:	February 28, 2023			February 28, 2022

Cash	$	77,086		$	180,756
Funds held in escrow		553,000			—
Prepaid stock for services		—			32,208
Other prepaids		535			—
Receivable – related party		50,000			—
Total Assets	$	680,621		$	212,964

Accounts payable and accrued expenses		13,440			13,478
Preferred stock		20,000			11,057
Common stock		474,351			71,462
Additional paid-in capital		8,005,803			5,653,489
Common shares to be issued		—			1,699,146
Treasury stock		(42,454	)		(42,454	)
Accumulated Deficit		(7,790,519	)		(7,193,214	)
Total Liabilities and Stockholders’ Equity	$	680,621		$	212,964

	●	perceptions about EV features, quality, driver experience, safety, performance and cost;

	●	perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations;

	●	competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs and high fuel-economy internal combustion engine (“ICE”) vehicles;

	●	increases in fuel efficiency in legacy ICE and hybrid vehicles;

	●	volatility in the price of gasoline and diesel at the pump;

	●	EV supply chain disruptions including but not limited to availability of certain components (e.g. semiconductors), ability of EV OEMs to ramp-up EV production, availability of batteries, and battery materials;

	●	concerns regarding the stability of the electrical grid;

	●	the decline of an EV battery’s ability to hold a charge over time;

	●	availability of service for EVs;

	●	consumers’ perception about the convenience, speed, and cost of EV charging;

	●	government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

	●	relaxation of government mandates or quotas regarding the sale of EVs;

	●	the number, price and variety of EV models available for purchase; and

	●	concerns about the future viability of EV manufacturers.

	●	patent applications we submit may not result in the issuance of any patents;

	●	the scope of any issued patents that may result from patent applications may not be broad enough to protect proprietary rights;

	●	the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;

	●	current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;

	●	know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and

	●	proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.

	●	expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

	●	loss of existing or potential customers or partners;

	●	interruptions or delays in sales;

	●	equipment replacements;

	●	delayed or lost revenue;

	●	delay or failure to attain market acceptance;

	●	delay in the development or release of new functionality or improvements;

	●	negative publicity and reputational harm;

	●	sales credits or refunds;

	●	exposure of confidential or proprietary information;

	●	diversion of development and customer service resources;

	●	breach of warranty claims;

	●	legal claims under applicable laws, rules and regulations; and

	●	the expense and risk of litigation.

	●	the timing and volume of new sales;

	●	fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations, changes in utility tariffs affecting costs of electricity, increases in property taxes and expenses related to permits, changes in dynamics with site-host partners that may result in higher site-license fees and unexpected increases in third-party software costs;

	●	the timing of new charger installations and new product rollouts;

	●	weaker than anticipated demand for DC fast charging, whether due to changes in government incentives and policies or due to other conditions;

	●	fluctuations in sales and marketing, business development or research and development expenses;

	●	supply chain interruptions and manufacturing or delivery delays;

	●	the timing and availability of new products relative to customers’ and investors’ expectations;

	●	the length of the installation cycle for a particular location or market;

	●	disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel;

	●	the impact of COVID-19 on our workforce, or those of our customers, suppliers, vendors or business partners;

	●	unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs and charging stations;

	●	the potential adoption of time-of-day or time-of-use rates by local utilities, which may reduce our margins; and

	●	seasonal fluctuations in driving patterns.

	●	actual or anticipated fluctuations in operating results;

	●	failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

	●	issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;

	●	announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

	●	operating and share price performance of other companies in the industry or related markets;

	●	the timing and magnitude of investments in the growth of our business;

	●	actual or anticipated changes in laws and regulations;

	●	additions or departures of key management or other personnel;

	●	increased labor costs;

	●	disputes or other developments related to intellectual property or other proprietary rights, including litigation;

	●	the ability to market new and enhanced solutions on a timely basis;

	●	sales of substantial amounts of our common stock by the Board, executive officers or significant stockholders or the perception that such sales could occur;

	●	changes in capital structure, including future issuances of securities or the incurrence of debt; and

	●	general economic, political and market conditions.

		100%		75%		50%		25%
Gross Offering Proceeds	$	2,750,000	$	2,062,500	$	1,375,000	$	687,500
Offering Costs⁽¹⁾	$	200,000	$	200,000	$	200,000	$	200,000
Use of Net Proceeds:
Acquisitions	$	500,000		375,000		250,000		125,000
Technology Costs⁽²⁾	$	600,000		450,000		300,000		150,000
Working Capital⁽³⁾	$	300,000		225,000		150,000		75,000
Debt Reduction	$	500,000		375,000		250,000		125,000
Charging Station Installation/Upgrades		650,000		487,500		325,000		162,500

(1)	We expect to spend approximately $200,000 in expenses relating to this offering, including legal, accounting, printing and other miscellaneous costs.

(2)	Technology costs include the costs or hiring additional developers to further the development of our suite of products.

(3)	We use working capital to pay for miscellaneous and general operating expenses, as well as legal and accounting fees.

Selling Stockholder⁽¹⁵⁾	Number of Shares of Common Stock Beneficially Owned Prior to Offering⁽¹⁾		Maximum Number of Shares of Common Stock to be Sold Pursuant to This Prospectus		Number of Shares of Common Stock Beneficially Owned After Offering⁽²⁾		Percentage of Common Stock Owned After the Offering⁽²⁾
EROP Enterprises LLC⁽³⁾		5,399,146		3,200,000		3,799,146		6.38	%
Avenal Financial, LLC⁽⁴⁾		450,000		450,000		0		0	%
Clearview Consulting, LLC⁽⁵⁾		2,323,700		2,323,700		0		0	%
Sky Direct LLC⁽⁶⁾		4,000,000		4,000,000		0		0	%
Sidney J. & Gloria D. Lorio		4,000,000		4,000,000		0		0	%
Greenberg Equity Investments, LLC⁽⁷⁾		2,400,000		2,400,000		0		0	%
Inflection Partners, LLC⁽⁸⁾		1,043,572		1,043,572		0		0	%
Korr Value⁽⁹⁾		2,000,000		2,000,000		0		0	%
Gordon Holmes⁽¹⁰⁾		1,600,000		1,600,000		0		0	%
Proactive Capital Partners⁽¹¹⁾		1,600,000		1,600,000		0		0	%
Axiom Financial Inc.⁽¹²⁾		800,000		800,000		0		0	%
Orion 4, LLC⁽¹³⁾		800,000		800,000		0		0	%
Patrick Lee⁽¹⁴⁾		400,000		400,000		0		0	%
Kenneth Jillson⁽¹⁵⁾		400,000		400,000		0		0	%
Charles & Michelle Day⁽¹⁶⁾		400,000		400,000		0		0	%
Ricardo Singson⁽¹⁷⁾		400,000		400,000		0		0	%

(1)	Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. Each listed selling stockholder has the sole investment and voting power with respect to all shares of common stock shown as beneficially owned by such selling stockholder, except as otherwise indicated in these footnotes.

(2)	Represents the amount and percentage of shares in the event all of the registered securities are sold during the offering.

(3)	EROP Enterprises LLC is managed by Vince Sbarra who has sole voting and dispositive power over the shares held EROP Enterprises LLC. EROP was issued 1,600,000 two year warrants exercisable at $ .25 that are being registered in this offering. The business address of this stockholder is 3000 Millcreek Avenue, Suite 375, Alpharetta, Georgia 30022.

(4)	Avenal Financial Group is managed by Michael Pruitt who has sole voting and dispositive power over the shares. The address of Avenal Financial is 7529 Red Oak Lane, Charlotte, NC 28226.

(5)	Clearview Consulting, LLC is managed by Lisa Mannion who has sole voting and investment power over the shares. The address of Clearview Consulting, LLC is 4047 St Georges Ct, Duluth GA 30096.

(6)	Sky Direct, LLC is managed by Steve Apolant who has sole voting and dispositive power over the shares. Sky Direct was issued 2,000,000 two year warrants exercisable at $ .25 that are being registered in this offering. The address of Sky Direct is 98 Cutter Mill Road, Suite 4415, Great Neck, JY 11021.

(7)	Greenberg Equity Investments, LLC is managed by Tricia Robertson, who has sole voting and dispositive power over the shares. Greenberg Equity was issued 1,200,000 two year warrants exercisable at $ .25 that are being registered in this offering. The address of Greenberg Equity Investments is 3590 South 42nd Street, Grand Fork, ND 58201.

(8)	Inflection Partners LLC is managed by Eric Dusansky who has sole voting and dispositive power over the shares. The address of Inflection Partners LLC is 1741 Coliseum Street, New Orleans LA 70130.

(9)	Korr Value is managed by Kenneth Orr who has sole voting and dispositive power over the shares. Korr value was issued 1,000,000 two year warrants exercisable at $ .25 that are being registered in this offering. The address of Korr Value is 1400 Old Country Road, Suite 306, Westbury, NY 11590.

(10)	Gordon Holmes was issued 800,000 two year warrants exercisable at $.25 being registered in this offering.

(11)	Proactive Capital Partners is managed by Jeff Ranson who has solve voting and dispositive power over the shares. Proactive Capital was issued 800,000 two year warrants exercisable at $.25 that are being registered in this offering. The address of Proactive Capital Partners is 150 East 58^th Street, 16^th Floor, New York, NY 10155.

(12)	Axiom Financial Inc. is managed by Darren Bankston who has sole voting and dispositive power over the shares. Axiom was issued 400,000 two year warrants exercisable at $.25 being registered in this offering. The address of Axiom Financial Inc. is 327 Dahlonega Street, Suite 1701B, Cumming, GA 30040.

(13)	Orion 4, LLC is managed by Michael Khorassani who has sole voting and dispositive power over the shares. Orion 4 was issued 400,000 two year warrants exercisable at $.25 being registered in this offering. The address of Orion 4, LLC is 6 Marwood Road North, Port Washington, NY 11050.

(14)	Patrick Lee was issued 200,000 two year warrants exercisable at $.25 being registered in this offering.

(15)	Kenneth Jillson was issued 200,000 two year warrants exercisable at $.25 being registered in this offering.

(16)	Charles and Michelle Day were issued 200,000 two year warrants exercisable at $.25 being registered in this offering.

(17)	Ricardo Singson was issued 200,000 two year warrants exercisable at $.25 being registered in this offering.

Name		Age		Position
Jeff Kim		51		President; Chief Executive Officer; Chief Financial Officer; Chairman of the Board and Secretary

Name and Position	Years		Salary			Bonus		Stock Awards			Option Awards		Non-equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Jeff Kim,		2024	$	120,000	¹		-					-		-		-		-	$	120,000
Chairman, President and Chief Executive Officer and Chief Financial and Accounting Officer		2023	$				-		48,001	²		-		-		-		-	$	48,001
Saeb Jannoun,		2024																	$	0
		2023																		0

	●	each person or entity who, to our knowledge, owns more than 5% of our common stock;

	●	our executive officers named in the Summary Compensation Table above;

	●	each director; and

	●	all of our executive officers and directors as a group.

Name and Address of Beneficial Owner	Class of Securities	# of Shares Prior to Offering		# of Shares After Offering		% of Class			% of Voting Shares⁽²⁾

Jeff Kim⁽¹⁾	Common		26,089,758		26,089,758		53	%		20	%

	Series B Preferred		2,000,000		2,000,000		100	%		61.92	%

EROP Enterprises LLC⁽¹⁾	Common		3,799,146		3,799,146		7.7	%		2.9	%

Equity Markets Advisory⁽²⁾	Common		2,550,000				5.18	%		2.0	%

Sky Direct LLC⁽³⁾	Common		4,000,000		0		8.25	%		3.09	%

Sidney J. & Gloria D. Lorio	Common		4,000,000		0		8.25	%		3.09	%

All Officers and Directors as a Group (1 person)	Common		26,089,758				53	%		20	%

	Series B Preferred		2,000,000				100	%		62	%

(1)	Officer and/or director of our Company.
(2)	Voting control is based on a total of 129,190,204 voting rights attributable to shares of our common stock with one vote per share and shares of our Series B preferred stock with 40 votes per share.
(3)	The number of shares beneficially owned by Sky Direct, LLC includes 2,000,000 warrants issued in 2022 that are exercisable for two years.

	●	50,478,678 shares of common stock;

	●	2,000,000 shares of Series B preferred stock; and

	●	Warrants to purchase 11,000,000 shares of common stock at $0.25 per share.

	●	One percent of the number of shares of common stock then outstanding, which will equal approximately 694,351 shares immediately after this offering; or

	●	The average weekly trading volume of the common stock on a national securities exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

	●	In addition to these volume limitations, sales of unregistered shares of our common stock in reliance on Rule 144 may only be made by affiliates if such sales:

	●	are preceded by a notice filing on Form 144;

	●	are limited to broker’s transactions, as such term is defined under Section 4(a)(4) of the Securities Act; and

	●	only occur at a time when current public information about us is available, which generally would require that we are not delinquent with any of our reports required pursuant to Sections 13 or 15(d) of the Exchange Act. Rule 144 also provides that our affiliates who sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, with the exception of the holding period requirement.

Report of Independent Registered Public Accounting Firm for Shorepower Technologies, Inc.	F-2
Balance Sheets as of February 28, 2023 and 2022	F-3
Statements of Operations for the Years Ended February 28, 2023 and 2022	F-4
Statements of Stockholders’ Equity for the Years Ended February 28, 2023 and 2022	F-5
Statements of Cash Flows for the Years Ended February 28, 2023 and 2022	F-6
Notes to Financial Statements	F-7 - F-13

Balance Sheets as of November 30, 2023 (unaudited) and February 28, 2023	F-14
Statements of Operations for the Nine Months Ended November 30, 2023 and 2022 (unaudited)	F-15
Statements of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended November 30, 2023 and 2022 (unaudited)	F-16
Statements of Cash Flows for the Nine Months Ended November 30, 2023 and 2022 (unaudited)	F-17
Notes to Financial Statements	F-18 - F-25


	February 28,			February 28,
	2023			2022
				(Restated)
ASSETS
Current Assets:
Cash	$	77,086		$	180,756
Funds held in escrow		553,000
Prepaid stock for services		—			32,208
Other prepaids		535			—
Inventory
Prepaids
Note receivable
Receivable - related party		50,000			-
Total Current Assets
Non-Current Assets:
Other asset
Total non-current assets
Total Assets	$	680,621		$	212,964

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	13,440		$	13,478
Accrued officer compensation – related party
Accrued interest – related party
Notes payable – related party		-			-
Note payable		-			-
Total Current Liabilities		13,440			13,478
Notes payable, net of current portion – related party

Total Liabilities		13,440			13,478

Stockholders’ Equity (Deficit):
Preferred stock, $0.01 par value, 6,894,356 shares authorized; no shares issued and outstanding		—			—
Series A preferred stock, $0.01 par value, 1,105,644 shares designated; none and 1,105,644 shares issued and outstanding, respectively		—			11,057
Series B preferred stock, $0.01 par value, 2,000,000 shares designated; 2,000,000 and 0 shares issued and outstanding, respectively		20,000			—
Common stock, $0.01 par value, 100,000,000 shares authorized; 50,478,678 and 7,146,202 shares issued and outstanding, respectively		474,351			71,462
Additional paid-in capital		8,005,803			5,653,489
Common shares to be issued		—			1,699,146
Accumulated deficit		(7,790,519	)		(7,193,214	)
Treasury stock, at cost; 39,975 shares of common stock		(42,454	)		(42,454	)
Total Stockholders’ Equity		667,181			199,486
Total Liabilities and Stockholders’ Deficit	$	680,621		$	212,964


	For the Years Ended
	February 28,
	2023			2022
Revenue – related party	$	—		$	5,000
Cost of revenue
Less revenue share
Gross margin		-

Operating Expenses:
Professional fees		131,300			31,551
General and administrative		263,505			229,484
Consulting
Officer compensation		135,000			—
Director compensation		67,500			48,000
Total operating expenses		597,305			309,035

Loss from Operations		(597,305	)		(304,035	)

Other Income (Expense):
Gain on forgiveness of debt		—			55,270
Other income		—			2,000
Interest expense
Impairment of fixed asset
Preferred stock expense		—			(1,699,145	)
Loss on conversion of debt – related party		—			(127,480	)
Total other expense		—			(1,769,355	)

Net loss	$	(597,305	)	$	(2,073,390	)

Loss per Common Share: Basic and Diluted	$	(0.01	)	$	(0.36	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		47,133,596			5,752,866


	Common Stock				Series A Preferred Stock						Series B Preferred Stock				Additional Paid-in			Accumulated			Shares to		Treasury Stock					Total Stockholders’ Equity
	Shares		Amount		Shares			Amount			Shares		be Issued		Capital			Deficit			Be Issued		Shares		Amount			(Deficit)
Balance, February 28, 2021		3,552,502	$	35,525		1,105,679		$	11,057			—	$	—	$	2,679,855		$	(5,119,824	)	—			39,975	$	(42,454	)	$	(2,435,841	)
Common stock issued for director services		400,000		4,000		—			—			—		—		44,000			—		—			—		—			48,000
Forgiveness of related party debt		—		—		—			—			—		—		2,346,971			—		—			—		—			2,346,971
Common stock issued for services		475,000		4,750		—			—			—		—		210,500			—		—			—		—			215,250
Common stock sold for cash		2,400,000		24,000		—			—			—		—		216,000			—		—			—		—			240,000
Common stock issued for loans payable – related party		318,700		3,187		—			—			—		—		156,163			—		—			—		—			159,350
Conversion of preferred stock to common stock		—		—		—			—			—		—		—			—		1,699,146			—		—			1,699,146
Net Loss		—		—		—			—			—		—		—			(2,073,390	)	—			—		—			(2,073,390	)
Balance, February 28, 2022 (restated)		7,142,202		71,462		1,105,679			11,057			—		—		5,653,489			(7,193,214	)	1,699,146			39,975		(42,454	)		199,486
Balance		7,142,202		71,462		1,105,679			11,057			—		—		5,653,489			(7,193,214	)	1,699,146			39,975		(42,454	)		199,486
Common stock issued for director services		250,000		2,500		—			—			—		—		65,000			—		—			—		—			67,500
Common stock issued for officer compensation		500,000		5,000		—			—			—		—		130,000			—		—			—		—			135,000
Common stock issued for services – related party		500,000		5,000		—			—			—		—		130,000			—		—			—		—			135,000
Common stock issued for services		250,000		2,500		—			—			—		—		65,000			—		—			—		—			67,500
Shares issued for pending acquisition		26,089,758		260,898		—			—			2,000,000		20,000		(280,898	)		—		—			—		—			—
Common stock and warrants sold for cash		11,000,000		110,000		—			—			—		—		550,000			—		—			—		—			660,000
Conversion of preferred stock to common stock		1,699,146		16,991		(1,105,679	)		(11,057	)		—		—		1,693,212			—		(1,699,146	)		—		—
Net Loss		—		—		—			—			—		—		—			(597,305	)	—			—		—			(597,305	)
Balance, February 28, 2023		50,478,678	$	474,351		—		$	—			2,000,000	$	20,000	$	8,005,803		$	(7,790,519	)	—			39,975	$	(42,454	)	$	667,181
Balance		50,478,678	$	474,351		—		$	—			2,000,000	$	20,000	$	8,005,803		$	(7,790,519	)				39,975	$	(42,454	)	$	667,181

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.


	Years Ended February 28,
	2023			2022
Expected life (years)		2			N/A
Risk-free interest rate		4.78	%		N/A
Expected volatility		224.92	%		N/A
Dividend yield		0	%		N/A

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, February 28, 2022		—		—		—		-
Issued		11,000,000	$	0.25		2		-
Cancelled		—	$	—		—		-
Exercised		—	$	—		—		-
Outstanding, February 28, 2023		11,000,000	$	0.25		1.97	$	2,519,000

	2023			2022
Deferred tax assets:
NOL Carryover	$	(345,100	)	$	(295,000	)
Related Party Accruals		–			–
Less: valuation allowance		345,100			295,000
Net deferred tax asset	$	–		$	–