UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~September 30, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission File Number 001-15913

SHOREPOWER TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		06-1120072
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~5291~~5289 NE Elam Young Pkwy, Suite ~~160~~180, Hillsboro, OR 97124

(Address of Principal Executive Offices)

(503) 892-7345

(Registrant’s Telephone Number, Including Area Code)

~~United~~5291 ~~States~~NE ~~Basketball~~Elam ~~League,~~Young ~~Inc.~~Pkwy, ~~8270~~Suite ~~Woodland Center~~160, ~~Tampa~~Hillsboro, FLOR ~~33614~~97124

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SPEV		OTC Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of ~~January~~November 812, 2024, there were 48,478,678 shares of Common Stock, $0.01 par value per share, outstanding.

SHOREPOWER TECHNOLOGIES INC.

Form 10-Q

For the Quarterly Period Ended ~~November~~September 30, ~~2023~~2024

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

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Balance Sheets as of November 30, 2023 (unaudited) and February 28, 2023	4
Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	4
Statements of Operations for the Three and Nine Months Ended November 30, 2023 and 2022 (unaudited)	5
Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	5
Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended November 30, 2023 and 2022 (unaudited)	6
Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	6
Statements of Cash Flows for the Nine Months Ended November 30, 2023 and 2022 (unaudited)	7
Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	7
Notes to the Financial Statements (unaudited)	8

SHOREPOWER TECHNOLOGIES INC.

~~(Formerly~~CONDENSED ~~United~~BALANCE ~~States Basketball League, Inc.)~~SHEETS

~~CONDENSED BALANCE SHEETS~~(Unaudited)

(Unaudited)

	September 30,			December 31,
	2024			2023
ASSETS
Current Assets:
Cash	$	19,381		$	285,623
Accounts receivable		14,799			—
Prepaids		3,297			—
Note receivable		—			15,000
Inventory		34,556			6,876
Total Current Assets		72,033		$	307,499

Non-Current Assets:
Other asset		1,000			1,000
Total non-current assets		1,000			1,000

Total Assets	$	73,033		$	308,499

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	64,682			63,523
Accrued officer compensation – related party		256,668			120,000
Accrued interest – related party		131,543			80,587
Notes payable – related party		125,773			125,773
Note payable		111,395			111,395
Total Current Liabilities		690,061			501,278

Notes payable, net of current portion – related party		919,681			1,032,925

Total Liabilities		1,609,742			1,534,203

Stockholders’ 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; no shares issued and outstanding		—			—
Series B preferred stock, $0.01 par value, 10,000,000 shares designated; 2,000,000 issued and outstanding		20,000			20,000
Preferred stock, value		20,000			20,000
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		(2,801,734	)		(2,490,729	)
Treasury stock, at cost; 39,975 shares of common stock		(42,454	)		(42,454	)
Total Stockholders’ Deficit		(1,536,709	)		(1,225,704	)
Total Liabilities and Stockholders’ Deficit	$	73,033		$	308,499

	November 30,			February 28,
	2023			2023
ASSETS
Current Assets:
Cash	$	278,097		$	114,851
Funds held in escrow		—			553,000
Accounts receivable		2,500			—
Prepaids		—			535
Note receivable		35,000			—
Inventory		6,876			6,880
Total Current Assets		322,473		$	675,266
Non-Current Assets:
Other asset		1,000			1,000
Total non-current assets		1,000			1,000
Total Assets	$	323,473		$	676,266
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	57,169			106,394
Accrued officer compensation – related party		110,000			20,000
Accrued interest – related party		65,450			—
Notes payable – related party		125,773			105,689
Note payable		111,395			111,395
Total Current Liabilities		469,787			343,478
Notes payable, net of current portion – related party		1,037,924			1,184,309
Total Liabilities		1,507,711			1,527,787
Stockholders’ 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; no shares issued and outstanding		—			—
Series B preferred stock, $0.01 par value, 10,000,000 shares designated; 2,000,000 issued and outstanding		20,000			20,000
Preferred stock value
Common stock, $0.01 par value, 100,000,000 shares authorized; 48,478,678 and 47,435,106 shares issued and outstanding, respectively		484,787			474,351
Additional paid-in capital		803,127			615,284
Accumulated deficit		(2,449,698	)		(1,918,702	)
Treasury stock, at cost; 39,975 shares of common stock		(42,454	)		(42,454	)
Total Stockholders’ Deficit		(1,184,238	)		(851,521	)
Total Liabilities and Stockholders’ Deficit	$	323,473		$	676,266

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~4

4SHOREPOWER TECHNOLOGIES INC.

~~SHOREPOWER~~CONDENSED ~~TECHNOLOGIES~~STATEMENTS ~~INC.~~OF OPERATIONS

~~CONDENSED STATEMENTS OF OPERATIONS~~(Unaudited)

(Unaudited)

	2024			2023			2024			2023
	For the Three Months Ended September 30						For the Nine Months Ended September 30
	2024			2023			2024			2023
Service revenue	$	1,037		$	3,676		$	13,459		$	19,820
Product sales		14,405			—			39,320			30
Total revenue		15,442			3,676			52,779			19,850
Cost of revenue		(28,904	)		(17,373	)		(59,246	)		(50,549	)
Less revenue share		(1,422	)		(2,175	)		(4,023	)		(4,939	)
Gross margin		(14,884	)		(15,872	)		(10,490	)		(35,638	)

Operating Expenses:
Professional fees		13,000			13,221			58,099			24,823
General and administrative		12,045			34,286			48,577			285,463
Consulting		20,155			17,185			54,260			47,163
Officer compensation		50,000			30,000			136,668			90,000
Total operating expenses		95,200			94,692			297,604			447,449

Loss from Operations		(110,084	)		(110,564	)		(308,094	)		(483,086	)

Other Income (Expense):
Grant income		50,000			—			50,000			—
Interest expense		(17,111	)		(30,459	)		(52,911	)		(61,498	)
Total other income (expense)		32,889			(30,459	)		(2,911	)		(61,498	)

Net loss	$	(77,195	)	$	(141,023	)	$	(311,005	)	$	(544,584	)

Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Number of Common Shares: Basic and Diluted		48,478,678			47,786,744			48,478,678			40,458,929

	2023			2022			2023			2022
	For the Three Months Ended						For the Nine Months Ended
	November 30,						November 30,
	2023			2022			2023			2022
Service revenue, net	$	2,845		$	8,420		$	10,531		$	15,535
Product sales		—			1,704			7,909			4,139
Total revenue		2,845			10,124			18,440			19,674
Cost of revenue		9,517			11,846			27,897			32,345
Less revenue share		1,771			1,664			5,650			1,665
Gross margin		(8,443	)		(3,386	)		(15,107	)		(14,336	)
Operating Expenses:
Professional fees		14,921			18,240			245,170			30,314
General and administrative		35,566			7,729			99,609			30,518
Consulting		10,658			—			30,668			—
Officer compensation		30,000			31,200			90,000			93,600
Total operating expenses		91,145			57,169			465,447			154,432
Loss from Operations		(99,588	)		(60,555	)		(480,554	)		(168,768	)
Other Income (Expense):
Other income		—			1,026			65			1,026
Interest expense		(3,953	)		—			(50,507	)		—
Impairment of fixed asset		—			—			—			(46,063	)
Total other income (expense)		(3,953	)		1,026			(50,442	)		(45,037	)
Net loss	$	(103,541	)	$	(59,529	)	$	(530,996	)	$	(213,805	)
Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		48,478,678			9,405,788			48,027,610			9,030,803

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~5

5SHOREPOWER TECHNOLOGIES INC.

~~SHOREPOWER~~CONDENSED ~~TECHNOLOGIES~~STATEMENTS ~~INC.~~OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

~~CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~ (~~DEFICIT~~Unaudited)

FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2023 and 2022

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)
	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Additional Paid-in		Accumulated			Treasury Stock					Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)
Balance, December 31, 2023		48,478,678	$	484,787		—	$	—		2,000,000	$	20,000	$	802,692	$	(2,490,729	)		39,975	$	(42,454	)	$	(1,225,704	)
Net Loss		—		—		—		—		—		—		-		(117,527	)		—		—			(117,527	)
Balance, March 31, 2024		48,478,678		484,787		—		—		2,000,000		20,000		802,692		(2,608,256	)		39,975		(42,454	)		(1,343,231	)
Net Loss		—		—		—		—		—		—		-		(116,283	)		—		—			(116,283	)
Balance, June 30, 2024		48,478,678		484,787		—		—		2,000,000		20,000		802,692		(2,724,539	)		39,975		(42,454	)		(1,459,514	)
Net Loss		—		—		—		—		—		—		-		(77,195	)		—		—			(77,195	)
Balance, September 30, 2024		48,478,678	$	484,787		—	$	—		2,000,000	$	20,000	$	802,692	$	(2,801,734	)		39,975	$	(42,454	)	$	(1,536,709	)

(Unaudited)

	Shares		Amount						Shares		Amount		Capital			Deficit			Shares		Amount			(Deficit)
	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Additional Paid-in			Accumulated			Treasury Stock					Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Shares		Amount			(Deficit)
December 31, 2022		10,345,348	$	103,453		—	$	—		—	$	—	$	346,182		$	(1,857,781	)		39,975	$	(42,454	)	$	(1,450,600	)
Shares issued for pending acquisition		26,089,758		260,898		—		—		2,000,000		20,000		(280,898	)		—			—		—			—
Common stock sold for cash		11,000,000		110,000		—		—		—		—		550,000			—			—		—			660,000
Net loss		—		—		—		—		—		—		—			(101,659	)		—		—			(101,659	)
March 31, 2023		47,435,106		474,351		—		—		2,000,000		20,000		615,284			(1,959,440	)		39,975		(42,454	)		(892,259	)
Net loss		—		—		—		—		—		—		—			(301,902	)		—		—			(301,902	)
June 30, 2023		47,435,106		474,351		—		—		2,000,000		20,000		615,284			(2,261,342	)		39,975		(42,454	)		(1,194,161	)
Balance		47,435,106		474,351		—				2,000,000		20,000		615,284			(2,261,342	)		39,975		(42,454	)		(1,194,161	)
Common stock issued for services		1,043,572		10,436		—		—		—		—		187,408			—			—		—			197,844
Net loss		—		—		—		—		—		—		—			(141,023	)		—		—			(141,023	)
September 30, 2023		48,478,678	$	484,787		—	$	—		2,000,000	$	20,000	$	802,692		$	(2,402,365	)		39,975	$	(42,454	)	$	(1,137,340	)
Balance		48,478,678	$	484,787		—				2,000,000	$	20,000	$	802,692		$	(2,402,365	)		39,975	$	(42,454	)	$	(1,137,340	)

	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit				Shares		Amount			Equity (Deficit)
	Common Stock				Series B Preferred Stock				Additional		Accumulated				Treasury Stock					Total Stockholders’
	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit				Shares		Amount			Equity (Deficit)
Balance, February 28, 2023		47,435,106	$	474,351		2,000,000	$	20,000	$	615,284	$	(1,918,702	)	-		39,975	$	(42,454	)	$	(851,521	)
Net Loss		—		—		—		—		—		(115,085	)	-		—		—			(115,085	)
Balance, May 31, 2023		47,435,106		474,351		2,000,000		20,000		615,284		(2,033,787	)	-		39,975		(42,454	)		(966,606	)
Common stock issued for services		1,043,572		10,436		—		—		187,843		—				—		—			198,279
Net Loss		—		—		—		—		—		(312,370	)	-		—		—			(312,370	)
Balance, August 31, 2023		48,478,678		484,787		2,000,000		20,000		803,127		(2,346,157	)	-		39,975		(42,454	)		(1,080,697	)
Net Loss		—		—		—		—		—		(103,541	)	-		—		—			(103,541	)
Balance, November 30, 2023		48,478,678	$	484,787		2,000,000	$	20,000	$	803,127	$	(2,449,698	)	-		39,975	$	(42,454	)	$	(1,184,238	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

	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		7,142,202	$	71,462		1,105,644		$	11,057		$	(1,539,725	)	$	(1,605,572	)	$	1,699,146			39,975	$	(42,454	)	$	(1,406,086	)
Conversion of preferred stock to common stock		1,699,146		16,991		(1,105,644	)		(11,057	)		1,693,212			—			(1,699,146	)		—		—			—
Net Loss		—		—		—			—			—			(101,603	)		—			—		—			(101,603	)
Balance, May 31, 2022		8,841,348		88,453		—			—			153,487			(1,707,175	)		—			39,975		(42,454	)		(1,507,689	)
Net Loss		—		—		—			—			—			(52,673	)		—			—		—			(52,673	)
Balance, August 31, 2022		8,841,348		88,453		—			—			153,487			(1,759,848	)		—			39,975		(42,454	)		(1,560,362	)
Balance		8,841,348		88,453		—			—			153,487			(1,759,848	)		—			39,975		(42,454	)		(1,560,362	)
Common stock issued for director services		750,000		7,500		—			—			195,000			—			—			—		—			202,500
Common stock issued for services		750,000		7,500		—			—			195,000			—			—			—		—			202,500
Net Loss		—		—		—			—			—			(59,529	)		—			—		—			(59,529	)
Balance, November 30, 2022		10,341,348	$	103,453		—		$	—		$	543,487		$	(1,819,377	)	$	—			39,975	$	(42,454	)	$	(1,214,891	)
Balance		10,341,348	$	103,453		—		$	—		$	543,487		$	(1,819,377	)	$	—			39,975	$	(42,454	)	$	(1,214,891	)

~~The~~SHOREPOWER ~~accompanying~~TECHNOLOGIES ~~notes are an integral part of these unaudited condensed financial statements~~INC.

6CONDENSED STATEMENTS OF CASH FLOWS

~~SHOREPOWER TECHNOLOGIES INC.~~(Unaudited)

STATEMENTS OF CASH FLOWS

	2024			2023
	For the Nine Months Ended September 30
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(311,005	)	$	(544,584	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		—			197,844
Changes in operating assets and liabilities:
Accounts receivable		(14,799	)		(2,500	)
Inventory		(27,680	)		3
Prepaids		(3,297	)		(1,330	)
Note receivable		15,000			(5,000	)
Accounts payable and accrued expenses		1,159			96,526
Accrued interest – related party		50,956			46,553
Accrued officer compensation		136,668			90,000
Net cash used in operating activities		(152,998	)		(122,488	)

Cash Flows from Investing Activities		—			—

Cash Flows from Financing Activities:
Common stock issued for cash					660,000
Repayment of note payable					(111,395	)
Repayment of related party loan		(113,244	)		(61,912	)
Net cash (used) provided by financing activities		(113,244	)		486,693

Net change in cash		(266,242	)		364,205
Cash, beginning of period		285,623			5,513
Cash, end of period	$	19,381		$	369,718

Supplemental disclosures of cash flow information:
Interest paid	$	1,956		$	—
Income tax paid	$	—		$	—

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed financial statements.

	2023			2022
	For the Nine Months Ended
	November 30,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(530,996	)	$	(213,805	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment expense		—			46,063
Common stock issued for services		198,279			—
Depreciation expense		—			5,133
Changes in operating assets and liabilities:
Accounts receivable		(2,500	)		—
Inventory		4			(2,186	)
Prepaids		535			(38,605	)
Note receivable		(35,000	)		—
Accounts payable and accrued expenses		(49,225	)		(44,473	)
Accrued interest – related party		50,505			—
Accrued officer compensation		90,000			93,600
Net cash used in operating activities		(278,398	)		(154,273	)
Cash Flows from Investing Activities		—			—
Cash Flows from Financing Activities:
Repayment of loan payable		—			(7,240	)
Repayment of related party loan		(111,356	)		(12,001	)
Net cash used in financing activities		(111,356	)		(19,241	)
Net change in cash		(389,754	)		(173,514	)
Cash, beginning of period		114,851			319,980
Funds held in escrow, beginning of period		553,000			—
Cash, end of period	$	278,097		$	146,466
Supplemental disclosures of cash flow information:
Interest paid	$	—		$	—
Income tax paid	$	—		$	—

~~The~~SHOREPOWER ~~accompanying~~TECHNOLOGIES ~~notes are an integral part of these unaudited condensed financial statements~~INC.

7NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~SHOREPOWER~~SEPTEMBER ~~TECHNOLOGIES~~30, ~~INC.~~2024

~~NOTES~~NOTE TO1 ~~UNAUDITED~~- ~~CONDENSED~~ORGANIZATION ~~FINANCIAL~~AND ~~STATEMENTS~~DESCRIPTION OF BUSINESS

~~November~~Shorepower 30Technologies Inc. (“SPEV” “Shorepower” “the Company”) (formerly United States Basketball League, ~~2023~~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”).

~~NOTE~~On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 common shares which it held, to a new investor group. The Sellers also sold 1,105,644 -of ~~ORGANIZATION~~SPEV’s preferred ~~AND~~stock at a per share price of $.057 per share to EROP Enterprises, LLC. As a result of the sale of common and preferred stock ~~DESCRIPTION~~by OFthe ~~BUSINESS~~Sellers, the Company experienced a change in control.

~~Shorepower~~World ~~Technologies~~Equity ~~Inc.~~Markets ~~(“SPEV”~~acted ~~“Shorepower”~~in “the ~~Company”)~~capacity ~~(formerly~~of ~~United~~a ~~States~~broker/dealer ~~Basketball~~for ~~League~~the Purchase Agreements and was issued 125,000 shares of common stock for ~~Inc)~~its services, and Verde Capital was ~~incorporated~~issued in150,000 ~~Delaware~~shares onfor ~~May~~Consulting 29Services. Effective April 7, ~~1984~~2021, asthe aBoard ~~wholly~~of ~~owned~~Directors ~~subsidiary~~accepted the resignation of ~~Meisenheimer~~Daniel ~~Capital~~T. Meisenheimer, ~~Inc.~~III ~~(“MCI”)~~as ~~for~~ Chairman of the ~~purpose~~Board of ~~developing~~Directors and ~~managing~~President aof ~~professional~~the ~~basketball~~Company. ~~league~~Effective April 7, 2021, Saeb Jannoun was appointed to fill the ~~United~~vacancy ~~States~~following ~~Basketball~~the ~~League~~resignation (of Daniel T. Meisenheimer, III as Chairman of the ~~“League”)~~Board of Directors and President of the Company. Mr. Michael Pruitt also joined the Board.

OnThe ~~April~~Company’s 7,Agreement ~~2021,~~and ~~through~~Plan ~~a series~~ of ~~Stock~~Merger ~~Purchase Agreements~~ (the “~~Purchase~~Merger ~~Agreements~~Agreement”), ~~the~~with ~~majority~~Shurepower, ~~owners~~LLC ofd/b/a ~~the~~Shorepower ~~Company,~~Technologies ~~Richard~~under C.which ~~Meisenheimer,~~Shorepower ~~Daniel~~was T.merged ~~Meisenheimer,~~with ~~III, James Meisenheimer, Meisenheimer Capital, Inc.~~ and ~~Spectrum~~into ~~Associates,~~SPEV ~~Inc.~~ (the “~~Sellers~~Merger”) ~~sold~~was ~~2,704,007~~closed ~~common~~on ~~shares~~March ~~which it held~~22, ~~to a new investor group~~2023. The Sellers also sold 1,105,644 of SPEV’s preferred stock at a per share price of $.057 per share to EROP Enterprises, LLC. As a result of the sale of common and preferred stock by the Sellers, the Company experienced a change in control.

~~World~~Under ~~Equity~~the ~~Markets~~terms ~~acted~~of inthe Merger Agreement, Jeff Kim, the ~~capacity~~prior CEO of aShurepower, ~~broker/dealer~~LLC ~~for~~and the ~~Purchase~~current ~~Agreements~~CEO ~~and~~of ~~was~~the Company, now owns 26,089,758 of the issued ~~125~~and outstanding shares of the Company’s common stock. 11,000,000 shares of common stock ~~for~~were sold under the Pre-Merger ~~its~~Financing ~~services,~~that ~~and~~raised ~~Verde~~$660,000. ~~Capital~~Mr. ~~was~~Kim ~~issued~~has ~~150~~received 2,000,000 shares ~~for~~of ~~Consulting~~a ~~Services.~~Series ~~Effective~~B ~~April~~Preferred 7,stock ~~2021,~~and the ~~Board~~right ofto ~~Directors~~receive ~~accepted~~ the ~~resignation~~following additional shares of ~~Daniel~~SPEV Tcommon stock upon achieving the following milestones: (i) an additional 2.5% ~~Meisenheimer,~~of ~~III~~the asissued ~~Chairman~~and outstanding SPEV Common Stock upon the completion of either (a) the ~~Board~~conversion of ~~Directors~~75 ~~and~~existing ~~President~~connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the ~~Company.~~first ~~Effective~~12 ~~April~~months 7,or some combination of the two yielding ~~2021~~75 units, ~~Saeb~~(ii) ~~Jannoun~~an ~~was~~additional ~~appointed~~2.5% toof ~~fill~~the of the ~~vacancy~~issued ~~following~~and outstanding SPEV Common Stock upon (a) the ~~resignation~~application offor ~~Daniel~~$10M Tin grants and/or the (b) the award of $1.0 ~~Meisenheimer,~~million ~~III~~in asgrants ~~Chairman~~in the first 18 months; (iii) an additional 2.5% of the ~~Board~~issued and outstanding SPEV common stock outstanding upon the completion of ~~Directors~~acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and ~~President~~(iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the ~~Company.~~following ~~Mr.~~key ~~Michael~~personnel ~~Pruitt~~in ~~also~~the ~~joined~~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.

~~The~~We ~~Company’s~~accounted ~~Agreement~~for ~~and~~the ~~Plan~~Merger oftransaction ~~Merger~~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 ~~“Merger~~Securities ~~Agreement”~~Exchange Act of 1934). This accounting treatment as a recapitalization is consistent with ~~Shurepower~~Commission guidance promulgated in staff speeches and the SEC Reporting Manual, ~~LLC~~Topic ~~d/b/a~~12 ~~Shorepower~~on ~~Technologies~~Reverse Acquisitions and ~~under~~Recapitalizations. ~~which~~As ~~Shorepower~~such, the transaction is outside the scope of FASB ASC 805. Specifically, the Merger transaction was ~~merged~~treated ~~with~~as a ~~and~~reverse ~~into~~recapitalization ~~SPEV~~in which the entity that issues securities (the ~~“Merger”~~legal acquirer) ~~was~~is ~~closed~~determined onto ~~March~~be 22the accounting acquiree, while ~~2023~~the entity receiving securities (the legal acquiree) is the accounting acquirer.

Under ~~the~~reverse ~~terms~~merger ofaccounting ~~the Merger Agreement~~(i.e., ~~Jeff Kim~~recapitalization), ~~the~~historical ~~prior~~financial ~~CEO~~statements of Shurepower, LLC ~~and~~ (the ~~current~~legal ~~CEO of the Company~~acquiree, ~~now~~accounting ~~owns 26~~acquirer),~~089,758 of~~ ~~the~~are ~~issued~~presented ~~and~~with ~~outstanding~~one ~~shares of the Company’s common stock. 11~~adjustment,~~000,000~~ ~~shares~~which ofis ~~common~~to ~~stock~~retroactively adjust ~~were sold under~~ the ~~Pre-Merger Financing~~accounting ~~that~~acquirer’s ~~raised~~legal ~~$660,000.~~capital ~~Mr. Kim has received 2,000,000 shares of a Series B Preferred stock and the right~~ to ~~receive~~reflect the ~~following additional~~legal ~~shares~~capital of ~~SPEV common stock upon achieving~~ the ~~following~~accounting ~~milestones: (i) an additional 2~~acquiree.5% ofThat ~~the~~adjustment ~~issued~~is ~~and outstanding~~required ~~SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points~~ to ~~Level~~reflect ~~2 or greater or~~ the ~~(b) installation~~capital of ~~75 new connection points to revenue producing stations in~~ the ~~first~~legal 12parent ~~months or some combination of the two yielding 75 units,~~ (~~ii) an additional 2.5% of~~ the ofaccounting ~~the issued and outstanding SPEV Common Stock upon (a~~acquiree) ~~the application for $10M in grants and/or the (b) the award of $1~~.0 ~~million~~Comparative ininformation ~~grants~~presented in the ~~first~~financial 18statements ~~months; (iii) an additional 2.5% of the issued and outstanding SPEV~~also ~~common~~is ~~stock~~retroactively ~~outstanding~~adjusted ~~upon~~to ~~the~~reflect ~~completion of acquisitions in~~ the ~~first~~legal 24capital ~~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~~legal ~~key~~parent ~~personnel in the first six months after the effective date of the merger:~~ (a)accounting ~~three or more qualified Board members and (b~~acquiree) 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.8

~~Under~~As ~~reverse~~a ~~merger~~result ~~accounting (i.e., recapitalization), historical financial statements~~ of ~~Shurepower, LLC (~~the ~~legal~~merger ~~acquiree,~~transaction ~~accounting acquirer), are presented with one adjustment, which is to retroactively adjust~~ the ~~accounting~~Company ~~acquirer’s~~reduced ~~legal~~its ~~capital~~accumulated todeficit ~~reflect the~~and ~~legal~~increased ~~capital~~its ofadditional ~~the~~paid ~~accounting~~in ~~acquiree. That adjustment is required to reflect the~~ capital ofby ~~the legal parent (the accounting~~approximately ~~acquiree)~~$5,872,000. ~~Comparative information presented in the consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).~~

8Effective 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.

AsEffective aJune ~~result~~20, of2023, the ~~merger~~Company’s ~~transaction~~name ~~the~~was ~~Company~~changed ~~reduced~~to ~~its~~Shorepower ~~accumulated~~Technologies ~~deficit~~Inc and ~~increased~~ its ~~additional~~ticker ~~paid~~symbol into ~~capital by approximately $5,872,000~~SPEV.

~~Effective~~The onCompany ~~the~~is ~~date~~a transportation electrification infrastructure manufacturer and service provider of ~~closing~~Electric ~~the~~Vehicle ~~merger~~Supply Equipment (EVSE), Truck ~~Saeb~~Stop ~~Jannoun~~Electrification (TSE) and ~~Michael~~electric Dstandby Transport Refrigeration Unit (eTRU) stations. ~~Pruitt~~They ~~resigned~~have as60 ~~directors~~operational ofTSE ~~the~~facilities with over 1,800 individual electrified parking spaces in 31 states. Shorepower’s stations are EPA SmartWay-Verified and CARB-Verified. The Company has headquarters in Hillsboro (Portland Area), Oregon and Mran office in Detroit, Michigan metro area. ~~Jannoun~~Shorepower ~~resigned~~is a certified asminority ~~the~~owned ~~CEO~~business enterprise (MBE). ~~Jeff~~The ~~Kim~~Company’s ~~was~~management ~~appointed~~team asis comprised of a group of seasoned individuals with knowledge of technology, transportation and heavy-duty vehicles and nearly two decades working together. Combined, the ~~sole~~team ~~officer~~has managed over $16 million in government contracts and ~~director~~grant funds to deploy transportation electrification throughout the nation.

~~Effective~~NOTE ~~June~~2 ~~20,~~- ~~2023,~~SUMMARY ~~the~~OF ~~Company’s~~SIGNIFICANT ~~name~~ACCOUNTING ~~was changed to Shorepower Technologies Inc and its ticker symbol to SPEV.~~POLICIES

~~The~~Unaudited ~~Company~~Interim isFinancial aInformation transportation electrification infrastructure manufacturer and service provider of Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification (TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have 60 operational TSE facilities with over 1,800 individual electrified parking spaces in 31 states. Shorepower’s stations are EPA SmartWay-Verified and CARB-Verified. The Company has headquarters in Hillsboro (Portland Area), Oregon and an office in Detroit, Michigan metro area. Shorepower is a certified minority owned business enterprise (MBE). The Company’s management team is comprised of a group of seasoned individuals with knowledge of technology, transportation and heavy-duty vehicles and nearly two decades working together. Combined, the team has managed over $16 million in government contracts and grant funds to deploy transportation electrification throughout the nation.

~~NOTE~~The accompanying 2unaudited 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 ~~SUMMARY~~filed OFwith the ~~SIGNIFICANT~~SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation ~~ACCOUNTING~~of ~~POLICIES~~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 (our prior fiscal year end), 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”).

~~Unaudited~~The ~~Interim~~Company ~~Financial~~has ~~Information~~changed its fiscal year end from February 28 to December 31.

~~The~~Use ~~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”).Estimates

~~Use~~The preparation of ~~Estimates~~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.

~~The~~Concentration ~~preparation~~ of ~~financial~~Credit 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.Risk

~~Inventory~~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.

~~Inventories~~Cash are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventory at November 30, 2023 and February 28, 2023, was $6,876 and $6,880, respectively.Equivalents

~~Revenue~~The ~~Recognition~~Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the period ended September 30, 2024 or the year ended December 31, 2021.

The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract (or PO) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company generated revenues from selling power vending stations (charging stations) or services. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds.9

9Net Income (Loss) Per Common Share

~~Cost~~Net income (loss) per common share is computed pursuant to section 260-10-45 of ~~Revenue~~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 September 30, 2024 and 2023, 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.

~~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.~~Inventory

~~Accounts~~Inventories ~~Receivable~~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 September 30, 2024 and December 31, 2023 was $34,556 and $6,876, respectively.

~~Revenues~~Accounts that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. As of November 30, 2023, management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible.Receivable

~~Recently~~Revenues ~~Issued~~that ~~Accounting~~have ~~Pronouncements~~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 September 30, 2024, management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible.

~~The~~Revenue 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.Recognition

~~NOTE~~The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract (or PO) with a customer; (2) identify the performance obligations in the contract; (3) –determine ~~GOING~~the ~~CONCERN~~transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company generated revenues from selling power vending stations (charging stations) or services. The Company considers its performance obligations satisfied upon shipment and/or delivery of the purchased products to the customer. The Company evaluates returns from customers purchasing product on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds.

~~The~~Cost ~~accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity~~ of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $2,449,698 as of November 30, 2023, with minimal revenue generated. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.Revenue

~~NOTE~~Cost 4of –revenues ~~NOTE~~includes ~~RECEIVABLE~~actual product cost, labor, if any, and direct overheard, including utility (electricity) bills, which is applied on a per unit basis.

~~On November 25, 2023, the Company entered~~Revenue ~~into~~sharing ~~a Promissory Note Agreement with Convoy Solutions, LLC (“Convoy”), for $40,000. The Note matures on December 18, 2023. As of November 30, 2023, the balance due is $35,000.~~arrangement

~~NOTE~~Revenue-sharing 5arrangements –are ~~LOAN~~recognized ~~PAYABLE~~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. The Company receives gross revenues from its customers, then pays the host-sites their revenue share on a quarterly basis. The revenue share varies depending on the site.

AsRecently ofIssued ~~November~~Accounting ~~30, 2023 and February 28, 2023, the Company has a loan payable to a third party of $111,395 and $111,395, respectively. The loan is non-interest bearing and due on demand.~~Pronouncements

~~NOTE~~The 6Company –has ~~RELATED~~implemented ~~PARTY~~all ~~TRANSACTIONS~~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.

On February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $200,000 for funds loaned to the Company on February 15, 2022. The note matures in twenty years and accrues interest at 6.58% per annum. The Company began monthly payments of $1,500 on April 1, 2022. As of November 30, 2023 and February 28, 2023, the balance due on this note is $88,044 and $185,000, respectively. As of November 30, 2023, there is $18,536 of accrued interest on this note.10

OnNOTE ~~March~~3 1,– ~~2022,~~GOING the Company issued a Promissory Note to Jeff Kim, in the amount of $253,954. The amount of the note is the balance due to Mr. Kim for loans to the Company beginning in 2017. The note matures in ten years and accrues interest at 6.63% per annum beginning April 1, 2023. The Company is to begin monthly payments of principal and interest on April 1, 2023, or within one year without penalty. As of November 30, 2023, there is $238,054 and $10,967 of principal and interest due on this note, respectively.CONCERN

OnThe ~~December~~accompanying ~~31,~~unaudited ~~2022,~~financial statements have been prepared assuming that the Company ~~issued~~will acontinue ~~Promissory~~as ~~Note~~a togoing ~~Jeff Kim~~concern, inwhich ~~the~~contemplates continuity ~~amount~~ of $1operations,~~237,600.~~ ~~The~~realization ~~amount~~ of ~~the~~assets, ~~note~~and isliquidation ~~the~~of ~~balance due~~liabilities toin ~~Mr.~~the ~~Kim~~normal ~~for~~course ~~accrued~~of ~~compensation~~business. ~~The~~As ~~note~~shown ~~matures~~ in ~~ten~~the ~~years~~accompanying unaudited ~~and~~financial ~~accrues~~statements, ~~interest~~the atCompany ~~6.42%~~has ~~per~~an ~~annum~~accumulated ~~beginning~~deficit ~~April~~of 1$2,801,734 ~~2023. The~~as ~~Company~~of isSeptember to30, 2024, ~~begin~~with ~~monthly~~minimal ~~payments~~revenue ~~principal~~generated. ~~and~~Due ~~interest~~to onthese ~~April 1~~conditions, ~~2023,~~it orraises ~~within~~substantial ~~one~~doubt ~~year~~about ~~without~~the ~~penalty.~~Company’s Onability ~~December 31,~~to ~~2022,~~continue Mras a going concern. ~~Kim~~The ~~forgave~~financial ~~$400,000~~statements ofdo ~~the~~not ~~principal~~include ~~amount~~any ofadjustments relating to the ~~note.~~recoverability Asand classification of ~~November~~asset ~~30,~~carrying ~~2023,~~amounts ~~there~~or isthe ~~$837,600~~amount and ~~$35,947~~classification of ~~principal and~~liabilities ~~interest~~that ~~due~~may onresult ~~this~~should ~~note,~~the ~~respectively~~Company be unable to continue as a going concern.

10NOTE 4 – NOTE RECEIVABLE

On ~~March~~November 2225, 2023, the Company entered into ana ~~executive~~Promissory ~~employment~~Note ~~agreement~~Agreement with ~~its~~Convoy ~~executive officer~~Solutions, ~~Jeff~~LLC ~~Kim. Under the terms of his employment agreement~~(“Convoy”), Mr. Kim’s annual base salary is $200,000 but payment of such salary is subject to the cash flow of the Company as determined by the Board and agreed to by Mr. Kim and any payment cannot exceed $10,000 per month for ~~the nine months from the date of the employment agreement. Additionally, a~~ $240,000 ~~monthly loan payment will be made as part of the merger agreement~~. ~~Mr. Kim may elect~~ toThe ~~defer~~note ~~his~~is ~~salary~~non-interest ~~and~~bearing ~~receive~~but ~~repayment~~does ofincur ~~his~~a ~~current~~1% ~~outstanding~~weekly ~~loans~~fee toon the ~~Company,~~amount ~~not to exceed $10,000 per month, for nine months from the date of his employment agreement~~outstanding. ~~Mr.~~The ~~Kim~~Note ismatured ~~still~~on ~~entitled~~December ~~to his $10~~18,~~000~~ ~~monthly salary~~2023. ~~As of November 30, 2023 and~~The ~~February~~note ~~28,~~was ~~2023,~~repaid ~~there~~in isfull ~~$110,000~~on ~~and~~May ~~$20~~23,~~000,~~ ~~of accrued compensation due to Mr~~2024. ~~Kim.~~

NOTE 75 – ~~COMMON~~LOAN ~~STOCK~~PAYABLE

OnAs ~~February~~of ~~17,~~September ~~2023~~30, ~~the~~2024 ~~Company~~and ~~sold 11~~2023,~~000,000~~ ~~shares of common stock through~~ the ~~purchase~~Company ofhas ~~units at~~ a ~~price~~loan ofpayable ~~$0.06 per unit, each unit consisting of one share of its common stock and one warrant~~ to ~~purchase~~a ~~shares~~third ofparty ~~its common stock, for total proceeds~~ of $~~660~~111,~~000.~~395 ~~Funds held at escrow after deducting legal~~ and ~~investor relation expenses was~~ $~~553~~111,~~000 as of February 28~~395, ~~2023~~respectively. The ~~funds~~loan ~~held~~is innon-interest ~~escrow were~~bearing ~~transferred~~and todue ~~the~~on ~~Company in March 2023~~demand.

OnNOTE ~~August~~6 ~~30,~~– ~~2023,~~RELATED ~~the~~PARTY ~~Company granted 1,043,572 shares of common stock for investor relation services. The shares were valued at $0.19, the closing price on the date of grant, for total non-cash expense of $198,279.~~TRANSACTIONS

On February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $200,000 for funds loaned to the Company on February 15, 2022. The note matures in twenty years and accrues interest at 6.58% per annum. The Company began monthly payments of $1,500 on April 1, 2022. As of ~~November~~September 30, 2024 and December 31, 2023, the balance due on this note is $0 and $88,044, respectively. As of September 30, 2024 and December 31, 2023, there ~~are~~is 48$18,~~478~~817 and $19,~~678~~155, ~~shares~~respectively, of ~~common~~accrued ~~stock~~interest ~~outstanding~~on this note.

~~NOTE~~On 8March –1, ~~PREFERRED~~2022, ~~STOCK~~the Company issued a Promissory Note to Jeff Kim, in the amount of $253,954. The amount of the note is the balance due to Mr. Kim for loans to the Company beginning in 2017. The note matures in ten years and accrues interest at 6.63% per annum beginning April 1, 2023. The Company began monthly payments on April 1, 2023. As of September 30, 2024 and December 31, 2023, the balance due on this note is $207,854 and $233,054, respectively. As of September 30, 2024 and December 31, 2023, there is $22,969 and $12,397, respectively, of accrued interest on this note.

On ~~May~~December 1831, ~~2021~~2022, the Company ~~increased~~issued ~~its~~a ~~authorized~~Promissory ~~shares~~Note ofto ~~Preferred~~Jeff ~~Stock~~Kim, ~~from~~in 2the amount of $1,~~000~~237,~~000~~600. The amount of the note is the balance due to 10Mr. Kim for accrued compensation. The note matures in ten years and accrues interest at 6.42% per annum beginning April 1,~~000~~ 2023. The Company is to begin monthly payments principal and interest on April 1, 2023, or within one year without penalty. On December 31, 2022, Mr. Kim forgave $400,000 ~~shares~~of the principal amount of the note. As of September 30, 2024 and December 31, 2023, the balance due on this note is $837,600 and $837,600, respectively. As of September 30, 2024 and December 31, 2023, there is $89,758 and $49,500, respectively, of accrued interest on this note.

~~There~~On ~~are~~March 122,~~105~~ 2023,~~644~~ ~~shares~~the ~~designated~~Company asentered ~~Series~~into Aan ~~preferred~~executive ~~stock~~employment ~~(“Series~~agreement ~~A”)~~with its executive officer, Jeff Kim. ~~Each~~Under ~~share~~the terms of ~~the~~his employment ~~Series~~agreement, AMr. ~~has~~Kim’s ~~five~~annual ~~votes~~base salary is $200,000 but payment of such salary is ~~entitled~~ subject to athe 2%cash ~~cumulative~~flow ~~annual~~of ~~dividend,~~the Company as determined by the Board and isagreed ~~convertible~~to atby Mr. Kim and any ~~time~~payment ~~into~~cannot ~~shares~~exceed of$10,000 ~~common~~per ~~stock.~~month Onfor ~~February~~the ~~28,~~nine ~~2022,~~months ~~EROP~~from ~~converted~~the date ~~its~~of 1the employment agreement. Additionally,~~105,644~~ ~~shares~~a of$2,000 ~~Series~~monthly Aloan ~~Preferred~~payment ~~stock~~will ~~into~~be ~~1,699,146~~made ~~shares~~as part of ~~common~~the ~~stock~~merger agreement. AsMr. aKim ~~result~~may elect to defer his salary and receive repayment of ~~the~~his ~~conversion,~~current outstanding loans to the Company, ~~recognized interest~~not ~~expense~~to ofexceed $110,~~699~~000 per month,~~146.~~ ~~The~~for ~~conversion~~nine months ~~was~~from ~~not~~the ~~processed~~date byof ~~the~~his ~~transfer~~employment ~~agent~~agreement. ~~until~~Mr. ~~March~~Kim 4,is ~~2022,~~still ~~therefore,~~entitled ~~although~~to ~~the~~his ~~expense was~~$10,000 ~~recognized~~monthly assalary. As of ~~February~~September 2830, ~~2022~~2024 and December 31, ~~the~~2023, ~~conversion~~there ~~was~~is ~~not~~$256,668 ~~reflected~~and in$120,000 ~~the~~of ~~shares~~accrued ~~outstanding~~compensation due to Mr. Kim.

AsNOTE of7 ~~November~~– ~~30,~~COMMON ~~2023, there were no shares of Series A issued and outstanding.~~STOCK

As ~~part~~ of ~~the~~September ~~merger~~30, ~~the~~2024 ~~Company~~and ~~designated~~December 231,~~000~~ 2023,~~000~~ ofthere ~~its~~are 1048,~~000~~478,~~000~~678 ~~shares~~and of48,478,678 ~~authorized preferred stock as Series B preferred. Each~~shares ~~Series B preferred share has voting power~~ of ~~40 shares of the Company’s~~ common stock. ~~The~~outstanding, ~~Series B preferred will have no conversion feature~~respectively.

~~As of November 30, 2023, there are 2,000,000 shares of Series B issued and outstanding.~~11

NOTE 98 – ~~WARRANTS~~PREFERRED STOCK

OnThere ~~February~~are 171, ~~2023~~105,644 ~~the~~shares ~~Company~~designated ~~sold~~as ~~11,000,000~~Series ~~shares~~A ofpreferred ~~common~~ stock ~~through~~(“Series ~~the purchase of units at a price of $0~~A”).06 ~~per~~Each ~~unit, each unit consisting of one~~ share of ~~common~~the ~~stock~~Series ~~and~~A ~~one~~has ~~warrant~~five ~~to purchase common stock~~votes, ~~for~~is ~~total proceeds of $660,000. The Warrants are~~entitled ~~exercisable~~to ~~for shares of the Company’s common stock at~~ a ~~price~~2% ofcumulative ~~$0.25~~annual ~~per~~dividend, ~~share~~ and ~~expire~~is ~~two~~convertible ~~years from the date of issuance. The warrants are callable by the Company if its common stock trades~~ at ~~$0.75~~any ~~for~~time atinto ~~least 20 trading days and at a volume of not less than 30,000~~ shares ~~per day. Using the fair value calculation, the relative fair value for the warrants was calculated to determine the warrants recorded equity amount~~ of ~~$524,737,~~common ~~which has been accounted for in additional paid in capital~~stock.

InAs ~~accordance~~of toSeptember ~~ASC~~30, ~~815-40~~2024, anthere ~~equity-linked~~were ~~financial~~no ~~instrument~~shares ~~can~~of beSeries ~~classified~~A inissued ~~equity only if it (1) is indexed to the reporting entity’s own stock~~ and ~~(2) meets all other conditions for equity classification~~outstanding. ~~The warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity.~~

11As part of the merger, the Company designated 2,000,000 of its 10,000,000 shares of authorized preferred stock as Series B preferred. Each Series B preferred share has voting power of 40 shares of the Company’s common stock. The Series B preferred will have no conversion feature.

~~The~~As ~~fair value~~ of ~~the~~September ~~warrants~~30, ~~was~~2024 ~~determined~~and ~~using~~December ~~the~~31, ~~Black-Scholes option pricing model which requires the input of subjective assumptions~~2023, ~~the~~ ~~expected~~there ~~life~~are ~~of the warrants~~2,000,000 ~~and~~shares ~~the expected stock price volatility. The assumptions used in calculating the fair value~~ of ~~stock-based awards~~Series ~~represent~~B ~~management’s best estimates and involve inherent uncertainties and the application of management’s judgment.~~issued ~~As a result, if factors change~~ and ~~management uses different assumptions, stock-based compensation expense could be materially different for future awards~~outstanding.

~~The~~NOTE ~~assumptions~~9 ~~used~~– ~~to determine the fair value of the Warrants as follows:~~WARRANTS

SCHEDULE OF ~~WARRANTS FAIR~~WARRANT ~~VALUE ASSUMPTIONS~~ACTIVITY

	Year Ended February 28, 2023
	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Expected life (years)		2
Outstanding, February 29, 2024		11,000,000		$	0.25		2
Risk-free interest rate		4.78	%
Issued		—		$	—		—
Expected volatility		224.92	%
Cancelled		—		$	—		—
Dividend yield		0	%
Exercised		—		$	—		—
Outstanding, September 30, 2024		11,000,000		$	0.25		1.22	$	—

~~The~~NOTE ~~expected~~10 ~~life~~– ofSUBSEQUENT 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.EVENTS

~~For~~In ~~stock~~accordance ~~price~~with ~~volatility,~~ASC 855-10 the Company ~~calculated~~has analyzed its ~~expected~~operations ~~volatility~~subsequent ~~based~~to onSeptember ~~the~~30, ~~historical~~2024, ~~closing~~and ~~price~~to ofthe ~~its~~date ~~common~~these ~~stock, par~~financial ~~value~~statements ~~$0.01~~were ~~per~~issued ~~share.~~and ~~The~~has ~~risk-free~~determined ~~interest~~that ~~rate~~it isdoes ~~based~~not onhave ~~U.S.~~any ~~Treasury~~subsequent ~~notes~~events ~~with~~to adisclose ~~term~~in ~~approximating~~these ~~the~~financial ~~expected life of the warrant at the grant-date~~statements.

~~SCHEDULE OF WARRANT ACTIVITY~~12

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, February 28, 2023		11,000,000	$	0.25		2
Issued		—	$	—		—
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding, November 30, 2023		11,000,000	$	0.25		1.47	$	660,000

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

~~NOTE~~Forward-looking ~~10 – SUBSEQUENT EVENTS~~Statements

InUnless ~~accordance~~the ~~with~~context ~~ASC~~indicates ~~855-10~~otherwise, as used in this Quarterly Report, the ~~Company~~terms ~~has~~“SPEV,” ~~analyzed~~“we,” ~~its~~“us,” “our,” ~~operations~~“our ~~subsequent~~company” and “our business” refer, to ~~November~~Shorepower 30Technologies Inc. Certain statements, other ~~2023~~than purely historical information, ~~and~~including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the ~~date~~assumptions ~~these~~upon ~~unaudited~~which ~~financial~~those statements are based, are “forward-looking statements.” These forward-looking statements ~~were~~generally ~~issued~~are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and ~~has~~similar expressions. ~~determined~~Forward-looking statements are based on current expectations and assumptions that itare ~~does~~subject ~~not~~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 ~~any~~a ~~subsequent~~material ~~events~~adverse effect on our operations and future prospects include, but are not limited to: ~~disclose~~changes in ~~these~~economic ~~unaudited~~conditions, ~~financial~~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.

12OVERVIEW

~~ITEM~~Until 2.March ~~MANAGEMENT’S~~22, ~~DISCUSSION~~2023, ~~AND~~we ~~ANALYSIS~~were OFan ~~FINANCIAL~~emerging ~~CONDITION~~diversified ~~AND~~investment ~~RESULTS~~vehicle OFfocused ~~OPERATION~~on acquiring equity in companies that we believed were or could be leaders in the markets in which they were involved.

~~Forward-looking~~On ~~Statements~~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.

~~Unless~~Shorepower ~~the~~is ~~context~~a ~~indicates~~transportation ~~otherwise,~~electrification asinfrastructure ~~used~~manufacturer inand ~~this~~service ~~Quarterly~~provider ~~Report,~~of ~~the~~Electric ~~terms~~Vehicle ~~“SPEV,”~~Supply ~~“we,”~~Equipment ~~“us~~(EVSE),” Truck ~~“our,”~~Stop ~~“our~~Electrification ~~company”~~(TSE) and ~~“our~~electric ~~business”~~standby ~~refer,~~Transport toRefrigeration ~~Shorepower~~Unit ~~Technologies~~(eTRU) ~~Inc~~stations. ~~Certain~~They ~~statements, other~~have ~~than~~60 ~~purely~~operational ~~historical~~TSE ~~information, including estimates, projections, statements relating to our business plans, objectives, and~~facilities ~~expected~~with ~~operating~~over ~~results~~1,800 ~~and~~individual ~~the~~electrified ~~assumptions~~parking ~~upon~~spaces ~~which~~in ~~those~~31 ~~statements~~states. ~~are~~Shorepower’s ~~based,~~stations are ~~“forward~~EPA SmartWay-~~looking~~Verified ~~statements~~and CARB-Verified.” ~~These~~Shorepower ~~forward-looking~~has ~~statements~~its ~~generally~~headquarters ~~are~~in ~~identified by the words “believes~~Hillsboro,” ~~“project~~Oregon,” ~~“expects,” “anticipates,”~~near ~~“estimates~~Portland,” ~~“intends~~Oregon,” ~~“strategy,”~~and ~~“plan,”~~an ~~“may,” “will,”~~office ~~“would,”~~in ~~“will~~the beDetroit,” ~~“will~~Michigan ~~continue,”~~metro ~~“will likely result,” and similar expressions~~area. ~~Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties~~Shorepower ~~which~~is ~~may~~a ~~cause~~certified ~~actual~~minority ~~results~~owned tobusiness ~~differ~~enterprise ~~materially from the forward-looking statements~~(MBE). ~~Our~~The ~~ability~~Shorepower tomanagement ~~predict~~team ~~results~~is orcomprised ~~the actual effect~~ of ~~future plans or strategies is inherently uncertain. Factors which could have~~ a ~~material~~group ~~adverse~~of ~~effect~~seasoned ~~on our operations and~~individuals ~~future~~with ~~prospects~~knowledge ~~include,~~of ~~but are not limited to: changes in economic conditions~~technology, ~~legislative/regulatory~~transportation ~~changes~~electrification, ~~availability~~charging ofstations ~~capital, interest rates, competition,~~ and ~~generally~~heavy-duty ~~accepted~~vehicle ~~accounting principles~~technologies. ~~These~~Combined, ~~risks~~the ~~and~~team has ~~uncertainties~~managed ~~should~~over ~~also~~$16 bemillion ~~considered~~ in ~~evaluating~~ ~~forward-looking~~government ~~statements~~contracts and ~~undue~~grant ~~reliance~~funds ~~should~~to ~~not~~deploy betransportation ~~placed~~electrification onthroughout ~~such~~the ~~statements~~nation.

~~OVERVIEW~~Results of Operations

~~Until~~For ~~March~~the ~~22,~~three ~~2023,~~months weended ~~were~~September an30, ~~emerging~~2024 ~~diversified~~compared ~~investment~~to ~~vehicle focused on acquiring equity in companies that we believed were or could be leaders in~~ the ~~markets~~three inmonths ~~which~~ended ~~they~~September ~~were~~30, ~~involved.~~2023

OnRevenue ~~November 23, 2022, we entered into an Agreement~~ and ~~Plan~~Cost 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.Revenue

~~Shorepower~~We ishad atotal ~~transportation~~revenue ~~electrification infrastructure manufacturer and service provider~~ of ~~Electric Vehicle Supply Equipment (EVSE)~~$15,442 ~~Truck Stop~~for ~~Electrification~~the ~~(TSE)~~three ~~and~~months ~~electric~~ended ~~standby~~September ~~Transport~~30, ~~Refrigeration~~2024 ~~Unit~~compared ~~(eTRU)~~to ~~stations.~~$3,676 ~~They~~for ~~have~~the 60three ~~operational~~months ~~TSE~~ended ~~facilities with~~September ~~over 1~~30,~~800~~ 2023, ~~individual~~an ~~electrified~~increase ~~parking~~of ~~spaces~~$11,766. inWe 31had ~~states.~~costs ~~Shorepower’s~~of ~~stations~~revenue ~~are~~of ~~EPA~~$28,904 ~~SmartWay-Verified~~ and ~~CARB-Verified. Shorepower has its headquarters in Hillsboro~~$17, ~~Oregon~~373, ~~near Portland~~respectively, ~~Oregon,~~ and ~~an office in the Detroit, Michigan metro area. Shorepower is~~ a ~~certified~~deduction ~~minority~~for ~~owned~~revenue ~~business~~share ~~enterprise (MBE). The Shorepower management team is comprised~~ of ~~a group of seasoned individuals~~$1,422 ~~with~~and ~~knowledge of technology~~$2, ~~transportation electrification~~175, ~~charging stations and heavy-duty vehicle technologies. Combined~~respectively, ~~the~~for ~~team has~~gross ~~managed~~margin ~~over~~of ($1614,884) ~~million in government contracts~~ and ~~grant~~($15,872), ~~funds to deploy transportation electrification throughout the nation~~respectively.

~~Results~~Professional ~~of Operations~~Fees

For the three months ended ~~November~~September 30, ~~2023~~2024, the company incurred $13,000 of professional fees compared to $13,221 for the three months ended ~~November~~September 30, ~~2022~~2023, a decrease of $221 or 1.7%. Professional fees generally consist of audit, legal, accounting and investor relation fees.

~~Revenue~~General and ~~Cost~~Administrative ~~of Revenue~~Expense

WeFor ~~had total revenue of $2,845 and $10,124 for~~ the three months ended ~~November~~September 30, ~~2023 and 2022~~2024, ~~respectively,~~the acompany ~~decrease~~incurred of $712,~~279~~045 orof ~~71.9%. We~~general ~~had~~and ~~cost~~administrative ofexpense ~~revenue~~(“G&A”) compared ofto $934,~~517~~286 ~~and $11,846, respectively, and a deduction~~ for ~~revenue~~the ~~share~~three ofmonths ~~$1,771~~ended ~~and~~September $130,~~664,~~ ~~respectively~~2023, ~~for~~a ~~gross margin~~decrease of ($822,~~443)~~241 ~~and~~or ~~($3,386), respectively~~64.9%. WeIn ~~are currently in~~ the ~~process~~current ofperiod ~~upgrading~~we ~~sites~~had to a ~~new payment and control system.~~decrease ~~Revenue~~of ~~will~~approximately ~~remain~~$17,000 ~~low~~for ~~until~~maintenance ~~the upgrades to the sites are completed~~expenses.

~~Professional~~Consulting ~~Fees~~Expense

For the three months ended ~~November~~September 30, ~~2023~~2024, ~~the~~we ~~company~~recognized ~~incurred~~ $1420,~~921~~155 of ~~professional~~consulting ~~fees~~expense, compared to $1817,~~240~~185 ~~for~~in the ~~three~~prior ~~months ended~~comparable ~~November 30~~period, an ~~2022,~~increase ~~a decrease~~ of $32,~~319~~970 or 1817.23%. ~~Professional~~This ~~fees~~increase ~~generally~~is ~~consist~~primarily offor ~~audit,~~grant ~~legal~~writing, ~~accounting~~engineering services and ~~investor~~other consultants to take advantage ~~relations~~of ~~fees~~available government contracts and grant application opportunities, and update product offerings.

~~General and Administrative Expense~~13

~~For~~Officer the three months ended November 30, 2023, the company incurred $35,566 of general and administrative expense (“G&A”) compared to $7,729 for the three months ended November 30, 2022, an increase of $27,837 or 360.2%. In the current period we incurred $17,051 of construction and maintenance expense of which we had $0 in the prior period.Compensation

13For the three months ended September 30, 2024, we had officer compensation expense of $50,000, compared to $30,000 for the three months ended September 30, 2023. Beginning in March officer compensation for our CEO increased to $16,667 a month.

~~Consulting~~Other Income/Expense

For the three months ended ~~November~~September 30, ~~2023 and 2022~~2024, we ~~recognized~~had ~~$10,658~~total ~~and~~other income of $032,889. ~~respectively,~~We ofhad ~~consulting~~interest expense. ~~This~~of ~~increase~~$17,110 ~~was~~and received $50,000 ~~primarily~~as ~~for~~a grant ~~writing,~~award ~~engineering~~to ~~services~~develop ~~and~~a ~~other~~battery ~~consultants~~energy ~~that~~storage ~~were~~DC ~~brought~~fast onCharger. ~~after~~For the ~~merger~~three tomonths ~~take~~ended ~~advantage~~September of30, ~~available government~~2023, ~~contracts~~we ~~and~~had ~~grant application opportunities~~$30,462 ~~and~~of interest ~~update product offerings~~expense.

~~Officer~~Net ~~Compensation~~Loss

For the three months ended ~~November~~September 30, ~~2023 and 2022~~2024, we had ~~officer~~a ~~compensation~~net ~~expense~~loss of $77,194 compared to $141,026 for the three months ended September 30,~~000~~ 2023, ~~and~~decrease to our net loss of $3163,~~200~~832, ~~respectively~~for the reasons discussed above.

~~Other~~For ~~Income/Expense~~the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

~~For~~Revenue ~~the three months ended November 30, 2023~~ and ~~2022,~~Cost ~~we had interest expense~~ of ~~$33,953 and $1,026 of other income, respectively.~~Revenue

~~Net~~We ~~Loss~~had total revenue of $52,779 for the nine months ended September 30, 2024 compared to $19,850 for the nine months ended September 30, 2023, an increase of $32,929. We had costs of revenue of $59,246 and $50,549, respectively, and a deduction for revenue share of $4,023 and $4,939, respectively, for gross margin of ($10,490) and ($35,638), respectively. Revenues increased due to $50,000 received as part of a grant program.

~~For~~Professional the three months ended November 30, 2023, we had a net loss of $103,541 compared to $59,529 for the three months ended November 30, 2022, an increase of $44,012. We had an increase in our net loss primarily due to the increase in G&A and consulting expense as discussed above.Fees

For the nine months ended ~~November~~September 30, ~~2023~~2024, the company incurred $58,099 of professional fees compared to $24,823 for the nine months ended September ~~November~~ 30, ~~2022~~2023, an increase of $33,276 or 134.1%. Professional fees generally consist of audit, legal, accounting and investor relation fees.

~~Revenue~~General and ~~Cost~~Administrative ~~of Revenue~~Expense

WeFor ~~had~~the ~~total~~nine ~~revenue~~months ofended September 30, 2024, the company incurred $1848,~~440~~577 ~~and~~of G&A compared to $19285,~~674~~463 for the nine months ended ~~November~~ September 30, 2023 ~~and 2022~~, ~~respectively,~~an aincrease ~~decrease~~ of $1236,~~234~~886 or ~~6.3~~ 83%. WeIn ~~had~~the ~~cost~~prior ofperiod ~~revenue~~we ofissued ~~$27,897~~shares ~~and $32,345, respectively, and a deduction for revenue share~~ of ~~$5,650~~common ~~and~~stock ~~$1,665, respectively,~~ for ~~gross~~total ~~margins~~non-cash expense of ($15197,~~107) and ($14,336), respectively~~844.

~~Professional~~Consulting ~~Fees~~Expense

For the nine months ended ~~November~~September 30, ~~2023~~2024, ~~the~~we ~~company~~recognized ~~incurred~~ $~~245~~54,~~170~~260 of ~~professional~~consulting ~~fees~~expense, compared to $3047,~~314~~163 ~~for~~in the ~~nine~~prior ~~months~~comparable ~~ended November 30~~period, ~~2022,~~ an increase of $~~214~~7,~~856.~~097 ~~Professional~~or ~~fees generally consist of audit, legal, accounting and investor relation fees~~15%. In ~~the~~This ~~current period we had an~~ increase inis ~~all~~primarily ~~fees~~for asgrant awriting, ~~result~~engineering ofservices ~~the merger~~ and ~~the~~other ~~required~~consultants ~~fees~~to oftake ~~being a public company. In addition,~~advantage ~~we issued shares~~ of ~~common~~available ~~stock~~government ~~for~~contracts ~~total~~and ~~non-cash~~grant ~~expense~~application ~~of $198~~opportunities,~~279.~~ ~~Excluding~~and ~~this~~update ~~one-time~~product ~~non-cash expense, $46,891 was incurred for professional fees~~offerings.

~~General~~Officer ~~and Administrative Expense~~Compensation

For the nine months ended ~~November~~September 30, ~~2023~~2024, ~~the~~we ~~company~~had ~~incurred~~officer ~~$99,609~~compensation expense of ~~G&A~~$136,668, ~~expenses~~ compared to $3090,~~518~~000 for the nine months ended ~~November~~September 30, ~~2022, an increase of $69,091 or 226~~2023.~~4%.~~ InBeginning ~~the~~in ~~current~~March ~~period~~officer wecompensation ~~had~~for anour ~~increase~~CEO ofincreased ~~insurance~~to ~~expense of ~~~$616,~~800,~~667 ~~transfer agent~~a ~~fees of ~$10,000, licenses & fees of ~$6,000 and other expenses associated with being an SEC company ~$13,700~~month.

~~Consulting~~Other Income/Expense

For the nine months ended ~~November~~September 30, ~~2023 and 2022~~2024, we ~~recognized~~had ~~$30,668~~total ~~and~~other expense of $02,911. ~~respectively,~~We ofhad ~~consulting~~had interest expense. ~~This~~of ~~increase~~$52,912 ~~was primarily~~and ~~for~~received ~~grant writing~~$50,000 ~~engineering~~as ~~services~~a ~~and~~grant ~~other~~award ~~consultants~~to develop a ~~that~~battery ~~were~~energy ~~brought~~storage onDC ~~after~~fast ~~the~~Charger. ~~merger~~For tothe nine ~~bolster~~months ~~access~~ended toSeptember ~~government contracts~~30, ~~and~~2023, ~~grant~~we ~~opportunities~~had ~~and~~$61,498 ~~expand~~of ~~product~~interest ~~offerings~~expense.

~~Officer~~Net ~~Compensation~~Loss

For the nine months ended ~~November~~September 30, ~~2023 and 2022~~2024, we had ~~officer~~a ~~compensation~~net ~~expense~~loss of $90311,~~000~~005 ~~and~~compared to $93544,~~600,~~584 ~~respectively,~~for athe ~~decrease~~nine months ended September 30, 2023, decrease to our net loss of $3233,~~600~~579, orfor 3the reasons discussed above.~~8%.~~

14Liquidity and Capital Resources

~~Other~~Operating ~~Income/Expense~~Activities

For the nine months ended ~~November~~September 30, ~~2023 and 2022~~2024, wethe ~~had~~company ~~total~~used ~~other expense of~~ $50152,~~442~~998 ~~and~~of ~~$45,037,~~cash ~~respectively.~~in Inoperating ~~the~~activities ~~current~~compared ~~period we~~to ~~recognized~~ $50122,~~507~~488 offor ~~interest expense, offset with $65 of other income. In~~ the ~~prior period we recognized a loss on impairment of~~nine ~~$46,063,~~months ~~offset~~ended ~~with~~September $130,~~026~~ ~~of other income~~2023.

~~Net~~Financing ~~Loss~~Activities

~~For~~During the nine months ended ~~November~~September 30, ~~2023~~2024, we ~~had~~repaid a$113,244 ~~net~~of ~~loss~~related ofparty ~~$530~~loans,~~996~~ compared to repaying $~~213~~61,~~805~~912 ~~for~~of related party loans during the nine months ended ~~November~~September 30, ~~2022, an~~2023. ~~increase~~In ofthe ~~$317,191.~~prior Weperiod ~~had~~we analso ~~increase~~paid in$111,395 ~~our~~of ~~net~~a ~~loss~~note ~~primarily~~payable ~~due~~and toreceived $660,000 from the ~~stock~~sale ~~issued~~of ~~for~~common ~~services discussed above~~stock.

~~Liquidity and Capital Resources~~14

~~Operating~~Off ~~Activities~~Balance Sheet Arrangements

~~For~~We ~~the~~have ~~nine~~no ~~months~~off-balance ~~ended~~sheet ~~November~~arrangements ~~30,~~that ~~2023,~~have ~~the~~or ~~company~~are ~~used~~reasonably ~~$278,398~~likely ofto ~~cash~~have ina ~~operating~~current ~~activities~~or ~~compared~~future toeffect ~~$154,273~~on ~~for~~our ~~the~~financial ~~nine~~condition, ~~months~~changes ~~ended~~in ~~November~~financial 30condition, ~~2022~~revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~Financing~~Critical ~~Activities~~Accounting Policies

~~During~~The preparation of financial statements in conformity with accounting principles generally accepted in the ~~nine~~United ~~months~~States ~~ended~~of ~~November~~America ~~30,~~requires management ~~2023~~to make estimates and ~~2022,~~assumptions wethat ~~repaid~~affect ~~$111,356~~the reported amounts of assets and ~~$12,001~~liabilities and the disclosure of ~~related~~contingent assets ~~party~~and ~~loans,~~liabilities ~~respectively.~~of Inthe date of the ~~prior~~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 weStatements. ~~also~~Estimates ~~repaid~~are $7used for,~~240~~ onbut anot ~~loan~~limited ~~payable~~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.

~~Off~~ITEM ~~Balance~~3. ~~Sheet~~QUANTITATIVE ~~Arrangements~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We ~~have no off-balance sheet arrangements that have or~~ are ~~reasonably likely to have~~ a ~~current~~smaller orreporting ~~future~~company ~~effect~~as ondefined ~~our~~by ~~financial~~Rule ~~condition, changes~~12b-2 inof ~~financial~~the ~~condition,~~Exchange ~~revenues~~Act ~~or expenses~~and, ~~results~~as ~~of operations~~such, ~~liquidity,~~are ~~capital~~not ~~expenditures~~required orto ~~capital~~provide ~~resources~~the ~~that~~information ~~are~~under ~~material~~this ~~to investors~~Item.

~~Critical~~ITEM ~~Accounting~~4. ~~Policies~~CONTROLS AND PROCEDURES

~~The~~Disclosure ~~preparation~~Controls ~~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.Procedures

~~ITEM~~Each 3of 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. ~~QUANTITATIVE~~Based ~~AND~~on ~~QUALITATIVE~~their ~~DISCLOSURES~~evaluation, ~~ABOUT~~each ~~MARKET~~such ~~RISK~~person concluded that our disclosure controls and procedures were not effective as of September 30, 2024.

WeIn ~~are~~designing aand ~~smaller~~evaluating ~~reporting~~disclosure ~~company~~controls asand ~~defined~~procedures, bymanagement ~~Rule~~recognizes ~~12b-2~~that ofany ~~the~~controls ~~Exchange~~and ~~Act~~procedures, no matter how well designed and operated, ascan ~~such,~~provide ~~are~~only reasonable, not ~~required~~absolute toassurance ~~provide~~of achieving the ~~information~~desired objectives. Also, the design of a ~~under~~control ~~this~~system ~~Item~~must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

~~ITEM~~Changes 4.in ~~CONTROLS~~Internal ~~AND~~Control ~~PROCEDURES~~over Financial Reporting.

~~Disclosure~~Our ~~Controls~~management ~~and~~has ~~Procedures~~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.

~~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 November 30, 2023.

InPART ~~designing~~II ~~and~~- ~~evaluating~~OTHER 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.INFORMATION

~~Changes~~ITEM in1. ~~Internal~~LEGAL ~~Control over Financial Reporting.~~PROCEEDINGS

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.None

15ITEM 1A. RISK FACTORS

~~PART~~We IIare a smaller reporting company as defined by Rule 12b-2 ~~OTHER~~of ~~INFORMATION~~the Exchange Act and, as such, are not required to provide the information under this Item.

ITEM 12. ~~LEGAL~~UNREGISTERED ~~PROCEEDINGS~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 1A3. ~~RISK~~DEFAULTS ~~FACTORS~~UPON SENIOR SECURITIES

~~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.~~None

ITEM 24. ~~UNREGISTERED~~MINE ~~SALES~~SAFETY ~~OF EQUITY SECURITIES AND USE OF PROCEEDS~~DISCLOSURES

~~None.~~Not applicable

ITEM 35. ~~DEFAULTS~~OTHER ~~UPON SENIOR SECURITIES~~INFORMATION

None

ITEM 46. ~~MINE SAFETY DISCLOSURES~~EXHIBITS

Not applicable

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).

~~ITEM 5. OTHER INFORMATION~~16

~~None~~SIGNATURES

~~ITEM~~In 6.accordance ~~EXHIBITS~~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.

Exhibit No.		Description
SHOREPOWER TECHNOLOGIES INC.
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Dated: November 14 2024
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	/s/ Jeff Kim
101.INS		Inline XBRL Instance Document
	Jeff Kim
101.SCH		Inline XBRL Taxonomy Extension Schema Document
	President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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).

1617

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: January 16, 2024 /s/ Jeff Kim Jeff Kim President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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