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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 June 30, 2025

☐ 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.)

5289 NE Elam Young Pkwy, Suite 180, Hillsboro, OR 97124

(Address of Principal Executive Offices)

(503) 892-7345

(Registrant’s Telephone Number, Including Area Code)

5291 NE Elam Young Pkwy, Suite 160, Hillsboro, OR 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		OTCID

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 August 19, 2025, there were 49,190,204 shares of Common Stock, $0.01 par value per share, outstanding.

SHOREPOWER TECHNOLOGIES INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2025

INDEX

PART I	Financial Information
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4.	Controls and Procedures	16

PART II	Other Information
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
Signatures		18

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	4

Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	5

Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	6

Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)	7

Notes to the Financial Statements (unaudited)	8

SHOREPOWER TECHNOLOGIES INC.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2025			2024
		(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	23,261		$	18,332
Accounts receivable		101,717			—
Prepaids		—			1,322
Inventory		19,005			44,763
Total Current Assets		143,983		$	64,417

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

Total Assets	$	144,983		$	65,417

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	118,931			92,353
Accounts payable – related party		42,110			37,110
Accrued officer compensation – related party		406,668			306,668
Accrued interest – related party		182,181			148,460
Notes payable – related party		125,775			125,775
Note payable		111,395			111,395
Total Current Liabilities		987,060			821,761

Notes payable, net of current portion – related party		919,679			919,678

Total Liabilities		1,906,739			1,741,439

Commitment and contingency		—			—

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; 49,190,204 and 48,478,678 shares issued and outstanding, respectively		491,902			484,787
Additional paid-in capital		809,807			802,692
Accumulated deficit		(3,041,011	)		(2,941,047	)
Treasury stock, at cost; 39,975 shares of common stock		(42,454	)		(42,454	)
Total Stockholders’ Deficit		(1,761,756	)		(1,676,022	)
Total Liabilities and Stockholders’ Deficit	$	144,983		$	65,417

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

SHOREPOWER TECHNOLOGIES INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Power usage revenue	$	3,773		$	4,096		$	6,916		$	7,934
Service revenue		3,349			4,350			44,272			4,350
Product sales		—			24,915			120,591			24,915
Total revenue		7,122			33,361			171,779			37,199
Cost of power usage revenue		(11,185	)		1,430			(24,805	)		(9,953	)
Cost of product sales		(445	)		(939	)		(25,208	)		(939	)
Cost of revenue		(445	)		(939	)		(25,208	)		(939	)
Less revenue share		(1,134	)		(1,340	)		(2,056	)		(2,601	)
Gross margin		(5,642	)		32,512			119,710			23,706

Operating Expenses:
Professional fees		9,234			24,093			13,277			48,229
General and administrative		14,833			34,239			40,528			55,842
Consulting		9,001			10,140			31,883			30,975
Officer compensation		50,000			56,668			100,000			86,668
Total operating expenses		83,068			125,140			185,688			221,714

Loss from Operations		(88,710	)		(92,628	)		(65,978	)		(198,008	)

Other Expense:
Interest expense		(17,145	)		(23,655	)		(33,986	)		(35,802	)
Total other expense		(17,145	)		(23,655	)		(33,986	)		(35,802	)

Net loss	$	(105,855	)	$	(116,283	)	$	(99,964	)	$	(233,810	)

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

Weighted Average Number of Common Shares: Basic and Diluted		49,190,204			48,478,678			48,903,235			48,478,678

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

SHOREPOWER TECHNOLOGIES INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)
	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Additional Paid-in		Accumulated			Treasury Stock					Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)
December 31, 2024		48,478,678	$	484,787		—	$	—		2,000,000	$	20,000	$	802,692	$	(2,941,047	)		39,975	$	(42,454	)	$	(1,676,022	)
Common stock issued for services		711,526		7,115		—		—		—		—		7,115		—			—		—			14,230
Net income		—		—		—		—		—		—		—		5,891			—		—			5,891
March 31, 2025		49,190,204		491,902		—		—		2,000,000		20,000		809,807		(2,935,156	)		39,975		(42,454	)		(1,655,901	)
Net income		—		—		—		—		—		—		—		(105,855	)		—		—			(105,855	)
June 30, 2025		49,190,204	$	491,902	$	—	$	—		2,000,000	$	20,000	$	809,807	$	(3,041,011	)		39,975	$	(42,454	)	$	(1,761,756	)

	Common Stock				Series A Preferred Stock				Series B Preferred Stock				Additional Paid-in		Accumulated			Treasury Stock					Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			(Deficit)
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	)
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	)
Balance		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	)
Net income (loss)		—		—		—		—		—		—		—		(116,283	)		—		—			(116,283	)
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	)
Balance		48,478,678	$	484,787		—	$	—		2,000,000	$	20,000	$	802,692	$	(2,724,539	)		39,975	$	(42,454	)	$	(1,459,514	)

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

SHOREPOWER TECHNOLOGIES INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Six Months Ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(99,964	)	$	(233,810	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		14,230			—
Changes in operating assets and liabilities:
Accounts receivable		(101,717	)		(14,385	)
Inventory		25,758			(11,345	)
Prepaids		1,322			(5,745	)
Note receivable		—			15,000
Accounts payable and accrued expenses		26,579			(10,639	)
Accounts payable – related party		—			(6,558	)
Accrued interest – related party		33,721			35,802
Accrued officer compensation		100,000			86,668
Net cash used in operating activities		(71	)		(145,012	)

Cash Flows from Financing Activities:
Loans from (repayment) of related party loan		5,000			(89,400	)
Net cash provided (used) by financing activities		5,000			(89,400	)

Net change in cash		4,929			(234,412	)
Cash, beginning of period		18,332			285,623
Cash, end of period	$	23,261		$	51,211

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

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

SHOREPOWER TECHNOLOGIES INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Shorepower Technologies Inc. (“SPEV” “Shorepower” “the Company”) (formerly United States Basketball League, Inc) was incorporated in Delaware on May 29, 1984, as a wholly owned subsidiary of Meisenheimer Capital, Inc. (“MCI”) for the purpose of developing and managing a professional basketball league, the United States Basketball League (the “League”).

On April 7, 2021, through a series of Stock Purchase Agreements (the “Purchase Agreements”), the majority owners of the Company, Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer, Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the “Sellers”) sold 2,704,007 common shares which it held, to a new investor group. 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 Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued 125,000 shares of common stock for its services, and Verde Capital was issued 150,000 shares for Consulting Services. Effective April 7, 2021, the Board of Directors accepted the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Effective April 7, 2021, Saeb Jannoun was appointed to fill the vacancy following the resignation of Daniel T. Meisenheimer, III as Chairman of the Board of Directors and President of the Company. Mr. Michael Pruitt also joined the Board.

The Company’s Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies under which Shorepower was merged with and into SPEV (the “Merger”) was closed on March 22, 2023.

Under the terms of the Merger Agreement, Jeff Kim, the prior CEO of Shurepower, LLC and the current CEO of the Company, now owns 26,089,758 of the issued and outstanding shares of the Company’s common stock. 11,000,000 shares of common stock were sold under the Pre-Merger Financing that raised $660,000. Mr. Kim has received 2,000,000 shares of a Series B Preferred stock and the right to receive the following additional shares of SPEV common stock upon achieving the following milestones: (i) an additional 2.5% of the issued and outstanding SPEV Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding SPEV Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding SPEV common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of SPEV common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer.

We accounted for the Merger transaction as a recapitalization resulting from the acquisition by a non-operating public company that is not a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). This accounting treatment as a recapitalization is consistent with Commission guidance promulgated in staff speeches and the SEC Reporting Manual, Topic 12 on Reverse Acquisitions and Recapitalizations. As such, the transaction is outside the scope of FASB ASC 805. Specifically, the Merger transaction was treated as a reverse recapitalization in which the entity that issues securities (the legal acquirer) is determined to be the accounting acquiree, while the entity receiving securities (the legal acquiree) is the accounting acquirer.

Under reverse merger accounting (i.e., recapitalization), historical financial statements of Shurepower, LLC (the legal acquiree, accounting acquirer), are presented with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in the financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).

Effective on the date of closing the merger, Saeb Jannoun and Michael D. Pruitt resigned as directors of the Company, and Mr. Jannoun resigned as the CEO. Jeff Kim was appointed as the sole officer and director.

Effective June 20, 2023, the Company’s name was changed to Shorepower Technologies Inc and its ticker symbol to SPEV.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying unaudited condensed 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 December 31, 2024, have been omitted. The condensed unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Effective July 10, 2024, the Company has changed its fiscal year end from February 28 to December 31.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2025 and December 31, 2024, the Company had no cash in excess of the FDIC’s $250,000 coverage limit.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2025 and December 31, 2024.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

Net Income (Loss) Per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock as of June 30, 2025 and 2024.

Accounts Receivable

Revenues that have been recognized but not yet received are recorded as accounts receivable. As of June 30, 2025 and December 31, 2024, there is $101,717 and $0 of accounts receivable, respectively.

Adoption of CECL

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”), using the modified retrospective method.

The Company maintains an allowance for credit losses (“ACL”) to cover expected lifetime losses on financial assets measured at amortized cost, including account receivables, held-to-maturity debt securities, and loan receivables. The ACL represents management’s best estimate of probable credit losses, determined using historical loss experience, current conditions, and reasonable and supportable forecasts.

Expected credit losses are measured on a collective (pool) basis when similar risk characteristics exist. For assets without similar risk characteristics, the Company evaluates expected losses individually. The Company applies a discounted cash flow approach / loss-rate method / probability-of-default model (customize based on your methodology).

For the six months ended June 30, 2024, the Company determined a provision for credit losses was not needed.

Revenue Recognition

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

Power usage revenue – Revenue is recognized at the point when a particular charging session is completed.

Service revenue – Revenue is recognized at the point of when service is completed.

Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer or installation of the product.

The Company does not have reportable segments, and all sales occurred in the United States.

Customer Concentration

For the six months ended June 30, 2025 and 2024, certain customers individually accounted for more than 10% of total revenue. The following table presents revenue from those customers as a percentage of total sales:

SCHEDULE OF CUSTOMERS CONCENTRATION

Customer	Q2 2025 % of Revenue			Q2 2024 % of Revenue
Customer A		54.6	%		—	%
Customer B		40.8	%		—	%
Customer		40.8	%		—	%

Cost of Revenue

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

Revenue sharing arrangement

Revenue-sharing arrangements are recognized gross when the Company has reasonable latitude in establishing the price billed to the end customer and has the primary responsibility to determine the service specifications. 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.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the CODM evaluates segment expenses and operating results. The new standard will also allow disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The amendments will be effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This ASU was further clarified by ASU 2025-01, Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses, which was issued in December 2024. The new standards require disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standards will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its financial statements.

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying condensed unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, at June 30, 2024 the Company had a cash balance of $23,261, a negative working capital of $843,077 and an accumulated deficit of $3,041,011. For the six months ended June 30, 2025 and 2024, the Company had losses of $99,964 and $233,810, respectively. Due to these conditions, it raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 4 – INVENTORY

Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes an expense for inventory write down. Total inventory at June 30, 2025 and December 31, 2024 was $19,005 and $44,763, respectively.

NOTE 5 – LOAN PAYABLE

As of June 30, 2025 and December 31, 2024, the Company has a loan payable to a third party of $111,395 and $111,395, respectively. The loan is non-interest bearing and due on demand.

NOTE 6 – RELATED PARTY TRANSACTIONS

On February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $200,000 for funds loaned to the Company on February 15, 2022. The note matures in twenty years and accrues interest at 6.58% per annum. The Company began monthly payments of $1,500 on April 1, 2022. As of June 30, 2025 and December 31, 2024, the balance due on this note is $0 and $0, respectively. As of June 30, 2025 and December 31, 2024, there is $18,817 and $18,817, respectively, of accrued interest on this note.

On March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $253,954. The amount of the note is the balance due to Mr. Kim for loans to the Company beginning in 2017. The note matures in ten years and accrues interest at 6.63% per annum beginning April 1, 2023. The Company began monthly payments on April 1, 2023. As of June 30, 2025 and December 31, 2024, the principal balance due on this note is $207,854 and $207,854, respectively. As of June 30, 2025 and December 31, 2024, there is $33,276 and $26,442, respectively, of accrued interest on this note.

On December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $1,237,600. The amount of the note is the balance due to Mr. Kim for accrued compensation. The note matures in ten years and accrues interest at 6.42% per annum beginning April 1, 2023. The Company is to begin monthly payments principal and interest on April 1, 2023, or within one year without penalty. On December 31, 2022, Mr. Kim forgave $400,000 of the principal amount of the note. As of June 30, 2025 and December 31, 2024, the principal balance due on this note is $837,600 and $837,600, respectively. As of June 30, 2025 and December 31, 2024, there is $130,087 and $103,201, respectively, of accrued interest on this note.

For the six months ended June 30, 2025 and 2024, the Company recognized interest expense of $33,986 and $35,802, respectively, associated with the three loans.

For the three months ended June 30, 2025 and 2024, the Company recognized interest expense of $17,145 and $23,655, respectively, associated with the three loans.

On March 22, 2023, the Company entered into an executive employment agreement with its executive officer, Jeff Kim. Under the terms of his employment agreement, Mr. Kim’s annual base salary is $200,000 but payment of such salary is subject to the cash flow of the Company as determined by the Board and agreed to by Mr. Kim and any payment cannot exceed $10,000 per month for the nine months from the date of the employment agreement. Additionally, a $2,000 monthly loan payment will be made as part of the merger agreement. Mr. Kim may elect to defer his salary and receive repayment of his current outstanding loans to the Company, not to exceed $10,000 per month, for nine months from the date of his employment agreement. As of June 30, 2025 and December 31, 2024, there is $406,668 and $306,668 of accrued compensation due to Mr. Kim. All salary to date has been deferred.

For the six months ended June 30, 2025 and 2024, the Company recognized officer compensation expense of $100,000 and $86,668, respectively.

For the three months ended June 30, 2025 and 2024, the Company recognized officer compensation expense of $50,000 and $56,668, respectively.

Since 2023 Mr. Kim has paid for some operating expenses on behalf of the Company. As of June 30, 2025 and December 31, 2024, the amounts payable to Mr. Kim were $42,110 and $37,110, respectively.

NOTE 7 – COMMITMENT AND CONTINGENCY

Under Merger Agreement closed March 22, 2023 Jeff Kim is entitled to receive additional common stock if the following milestones are reached: (i) an additional 2.5% of the issued and outstanding Company’s Common Stock upon the completion of either (a) the conversion of 75 existing connection points to Level 2 or greater or the (b) installation of 75 new connection points to revenue producing stations in the first 12 months or some combination of the two yielding 75 units, (ii) an additional 2.5% of the of the issued and outstanding USBL Common Stock upon (a) the application for $10M in grants and/or the (b) the award of $1.0 million in grants in the first 18 months; (iii) an additional 2.5% of the issued and outstanding Company’s common stock outstanding upon the completion of acquisitions in the first 24 months generating no less than $3.0 million in gross revenues and (iv) an additional 500,000 shares of Company’s common stock upon acquiring or hiring the following key personnel in the first six months after the effective date of the merger: (a) three or more qualified Board members and (b) at least three of the following four individuals having the following qualifications: one sales/marketing person, one grant writer/Government relations person, one technician/maintenance person and one software programmer/engineer. As of June 30, 2025, most of the milestone have been met; however, no shares have been issued to date.

NOTE 8 – COMMON STOCK

On March 14, 2025, the Company issued 711,526 shares of common stock for services. The shares were valued at $0.02, for total non-cash expense of $14,230.

As of June 30, 2025 and December 31, 2024, there are 49,190,204 and 48,478,678 shares of common stock outstanding, respectively.

NOTE 9 – PREFERRED STOCK

There are 1,105,644 shares designated as Series A preferred stock (“Series A”). Each share of the Series A has five votes, is entitled to a 2% cumulative annual dividend, and is convertible at any time into shares of common stock.

As of June 30, 2025, there were no shares of Series A issued and outstanding.

As 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.

As of June 30, 2025 and December 31, 2024, there are 2,000,000 shares of Series B issued and outstanding.

NOTE 10 – WARRANTS

The Company’s warrants as of June 30, 2025, are as follows.

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value ⁽¹⁾
Outstanding, December 31, 2023		11,000,000		$	0.25		2		-
Issued		—		$	—		—
Expired		—		$	—		—
Exercised		—		$	—		—
Outstanding, December 31, 2024		11,000,000		$	0.25		.15	$	—
Issued		—		$	—		—
Expired		(11,000,000	)	$	—		—
Exercised		—		$	—		—
Outstanding, June 30, 2025		—		$	—		0—	$	—

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to June 30, 2025, and to the date these condensed unaudited financial statements were available to be issued and has determined that there are no material subsequent events to disclose in these condensed unaudited financial statements.

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

Forward-looking Statements

Unless the context indicates otherwise, as used in this Quarterly Report, the terms “SPEV,” “we,” “us,” “our,” “our company” and “our business” refer, to Shorepower Technologies Inc. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

OVERVIEW

Until March 22, 2023, we were an emerging diversified investment vehicle focused on acquiring equity in companies that we believed were or could be leaders in the markets in which they were involved.

On November 23, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies (“Shorepower”), under which Shorepower was merged with and into SPEV (formerly “USBL”) The closing occurred on March 22, 2023.

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

Results of Operations

For the three months ended June 30, 2025 compared to the three months ended June 30, 2024

Revenue and Cost of Revenue

We had total revenue of $7,122 for the three months ended June 30, 2025 compared to $33,361 for the three months ended June 30, 2024, a decrease of $26,239 or 78.7%. We had costs of revenue of $11,630 and a positive $491, respectively, and a deduction for revenue share of $1,134 and $1,340, respectively, for gross margin of ($5,642) and $32,512, respectively. Our cost of service is included with our salary and wage expense.

Professional Fees

For the three months ended June 30, 2025, the company incurred $9,234 of professional fees compared to $24,093 for the three months ended June 30, 2024, a decrease of $14,859 or 61.7%. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the current period we had a $18,000 decrease in audit fees and a $2,020 decrease in legal fees. These decreases were offset by an increase of $5,900 in accounting fees.

General and Administrative Expense

For the three months ended June 30, 2025, the company incurred $14,833 of general and administrative expense (“G&A”) compared to $34,239 for the three months ended June 30, 2024, a decrease of $19,406 or 56.7%. In the current period we had a decrease for travel expenses of approximately $5,000, fees associated with being a public company of approximately $5,400, and tax related expenses of approximately $3,200.

Consulting Expense

For the three months ended June 30, 2025, we recognized $9,001 of consulting expense, compared to $10,140 in the prior period, a decrease of $1,139 or 11.2%.

Officer Compensation

For the three months ended June 30, 2025, we had officer compensation expense of $50,000, compared to $56,668 for the three months ended June 30, 2024. Beginning in April 2024 officer compensation for our CEO increased to $16,667 a month.

Other Income/Expense

For the three months ended June 30, 2025, we had interest expense of $17,145 compared to interest expense of $23,655 for the three months ended June 30, 2024, a decrease of $6,510 or 27.5%. We incur interest expense on our related party loans. One of those loans was repaid in August 2024.

Net Loss

For the three months ended June 30, 2025, we had a net loss of $105,855 compared to a net loss of $116,283 for the three months ended June 30, 2024. We had a decrease of our net loss mainly due to our reduction of G&A expenses.

For the six months ended June 30, 2025 compared to the six months ended June 30, 2024

Revenue and Cost of Revenue

We had total revenue of $171,779 for the six months ended June 30, 2025 compared to $37,199 for the six months ended June 30, 2024, an increase of $134,580 or 361.8%. We had costs of revenue of $50,013 and $10,892, respectively, and a deduction for revenue share of $2,056 and $2,601 respectively, for gross margin of $119,710 and $23,706, respectively. Our cost of service is included with our salary and wage expense. The increase in revenue is due to new government contracts fulfilled in the current period.

Professional Fees

For the six months ended June 30, 2025, the company incurred $13,277 of professional fees compared to $48,229 for the six months ended June 30, 2024, a decrease of $34,952 or 72.5%. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the current period we had a $25,000 decrease in audit fees and a $5,900 decrease in accounting fees.

General and Administrative Expense

For the six months ended June 30, 2025, the company incurred $40,528 of G&A expense compared to $55,842 for the six months ended June 30, 2024, a decrease of $15,314 or 27.4%. In the current period we had a decrease for travel expenses of approximately $6,700, insurance expense of approximately $2,400, and tax related expenses of approximately $2,400.

Consulting Expense

For the six months ended June 30, 2025, we recognized $31,883 of consulting expense, compared to $30,975 in the prior period, an increase of only $908 or 2.9%. Our consulting expense is primarily for grant writing, engineering services and other consultants to take advantage of available government contracts and grant application opportunities, and update product offerings.

Officer Compensation

For the six months ended June 30, 2025, we had officer compensation expense of $100,000, compared to $86,668 for the six months ended June 30, 2024. Beginning in April 2024 officer compensation for our CEO increased to $16,667 a month.

Other Income/Expense

For the six months ended June 30, 2025, we had interest expense of $33,986 compared to interest expense of $35,802 for the six months ended June 30, 2024, a decrease of $1,813 or 5.1%. We incur interest expense on our related party loans. One of those loans was repaid in August 2024.

Net Loss

For the six months ended June 30, 2025, we had a net loss of $99,964 compared to a net loss of $233,810 for the six months ended June 30, 2024. We had a decrease of our net loss mainly due to our reduction of G&A expenses and increase in gross margin.

Liquidity and Capital Resources

Operating Activities

For the six months ended June 30, 2025, the company used $71 of cash in operating activities compared to $145,012 for the six months ended June 30, 2024. Our decrease in the amount of cash used in the current period is due to the collection of accounts receivable.

Financing Activities

During the six months ended June 30, 2025, we received $5,000 from our CEO for financing activity. During the six months ended June 30, 2024, we repaid $89,400 to our CEO for loans payable.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 2025.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

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: August 19, 2025

	/s/ Jeff Kim
	Jeff Kim
	President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

SHOREPOWER TECHNOLOGIES INC. 10-Q