10-Q: Shorepower Technologies Faces Going Concern Doubt Amid Q3 Loss
Quarterly Report
Shorepower Technologies reports significant nine-month revenue growth but faces substantial doubt about its ability to continue as a going concern due to negative working capital and ineffective disclosure controls.
Summary
- For the nine months ended September 30, 2025, total revenue increased by 241.3% to $180,124, up from $52,779 in the prior year, primarily due to new government contracts.
- Gross margin for the nine-month period turned positive at $111,093, a significant improvement from a negative gross margin of $10,490 in the same period last year.
- Net loss for the nine months ended September 30, 2025, decreased to $237,824, compared to a net loss of $311,005 in the prior year.
- However, for the three months ended September 30, 2025, total revenue decreased by 46% to $8,345 from $15,442 in the prior year.
- Net loss for the three months ended September 30, 2025, increased to $137,860 from $77,195 in the prior year.
- The company reported a cash balance of $53,881 as of September 30, 2025, an increase from $18,332 at December 31, 2024.
- Negative working capital stood at $980,937 as of September 30, 2025, and the accumulated deficit increased to $3,178,871.
- Management concluded that disclosure controls and procedures were not effective as of September 30, 2025.
- Significant related party transactions exist with CEO Jeff Kim, including promissory notes totaling over $1 million in principal and accrued interest, and $456,668 in deferred officer compensation.
Sentiment
Score: 3
Explanation: While the company achieved significant nine-month revenue growth and reduced its net loss for the longer period, the explicit 'going concern' warning, substantial negative working capital, large accumulated deficit, and ineffective disclosure controls present a highly precarious financial situation. The heavy reliance on related-party financing and deferred CEO compensation further underscores its vulnerability. The Q3 decline in revenue and increased net loss also point to recent operational challenges.
Positives
- Total revenue for the nine months ended September 30, 2025, increased substantially by 241.3% to $180,124, driven by new government contracts.
- Gross margin for the nine months ended September 30, 2025, improved significantly to a positive $111,093, compared to a negative $10,490 in the prior year.
- Net loss for the nine months ended September 30, 2025, decreased to $237,824 from $311,005 in the prior year.
- Cash provided by operating activities for the nine months ended September 30, 2025, was $35,549, a notable improvement from $152,998 used in the prior year.
- The company's cash balance increased to $53,881 as of September 30, 2025, from $18,332 at December 31, 2024.
- Shorepower Technologies is a certified minority-owned business enterprise (MBE), which may offer advantages in securing government contracts.
- The management team has a strong track record, having managed over $16 million in government contracts and grant funds for transportation electrification.
Negatives
- The company faces substantial doubt about its ability to continue as a going concern due to a cash balance of $53,881, negative working capital of $980,937, and an accumulated deficit of $3,178,871 as of September 30, 2025.
- Disclosure controls and procedures were deemed 'not effective' as of September 30, 2025, raising concerns about financial reporting reliability.
- Total revenue for the three months ended September 30, 2025, decreased by 46% to $8,345 compared to $15,442 in the same period last year.
- Net loss for the three months ended September 30, 2025, increased to $137,860 from $77,195 in the same period last year.
- Total current liabilities increased significantly to $1,053,991 as of September 30, 2025, from $821,761 at December 31, 2024.
- Accrued officer compensation due to CEO Jeff Kim amounted to $456,668 as of September 30, 2025, with all salary deferred, indicating ongoing cash flow constraints.
- Warrants for 11,000,000 shares at an exercise price of $0.25, outstanding at December 31, 2024, expired without being exercised, representing a missed opportunity for capital infusion.
Risks
- The company's financial condition raises substantial doubt about its ability to continue as a going concern, which could lead to insolvency or inability to meet obligations.
- Ineffective disclosure controls and procedures as of September 30, 2025, pose a risk of material misstatements or omissions in financial reporting.
- Heavy reliance on related party financing from CEO Jeff Kim creates a concentration risk and potential conflicts of interest.
- The company's ability to pay officer compensation is subject to cash flow, leading to significant deferred compensation and indicating ongoing liquidity challenges.
- Future issuance of additional common stock to the CEO upon achieving certain milestones could dilute existing shareholders.
- Changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, and competition could materially adversely affect operations and future prospects.
Future Outlook
The filing includes standard forward-looking statements boilerplate language, indicating that future results could differ materially due to factors such as changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, and competition. No specific financial guidance or projections for future periods are provided.
Management Comments
- Our decrease in the amount of cash used in the current period (nine months ended September 30, 2025) is due to the collection of accounts receivable.
- The increase in revenue (for the nine months ended September 30, 2025) is due to new government contracts fulfilled in the current period.
- Beginning in April 2024, officer compensation for our CEO increased to $16,667 a month.
Industry Context
Shorepower Technologies operates in the transportation electrification infrastructure sector, providing Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification (TSE), and electric standby Transport Refrigeration Unit (eTRU) stations. This industry is experiencing growth driven by increasing demand for electric vehicle charging solutions, environmental regulations (EPA SmartWay-Verified and CARB-Verified stations), and government incentives and grants. The company's success in securing new government contracts aligns with broader industry trends favoring sustainable transportation solutions and infrastructure development. Its status as a certified minority-owned business enterprise (MBE) may provide a competitive advantage in accessing certain government funding and contracts.
Comparison to Industry Standards
- The filing does not provide specific comparable company data or industry benchmarks to assess Shorepower Technologies' performance against global or national industry standards. Therefore, a direct comparison is not feasible based on the provided information.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chairman of the Board of Directors and President | Daniel T. Meisenheimer, III | Saeb Jannoun | 2021-04-07 | Resignation of previous person, appointment of new person. |
| Director | Michael Pruitt | 2021-04-07 | Appointment to the Board. | |
| Director | Saeb Jannoun | 2023-03-22 | Resignation. | |
| Director | Michael D. Pruitt | 2023-03-22 | Resignation. | |
| CEO | Saeb Jannoun | Jeff Kim | 2023-03-22 | Resignation of previous person, appointment of new person as sole officer and director following merger. |
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director | Jeff Kim | 2023-03-22 | Appointment as sole officer and director following merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Controls and Procedures | Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2025. | 2025-09-30 | This indicates a significant weakness in the company's ability to ensure that material information is recorded, processed, summarized, and reported accurately and timely, posing a risk to investors and regulatory compliance. |
| Internal Control over Financial Reporting | Management concluded there has been no change in internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. | 2025-09-30 | While no material change was noted, the overall effectiveness of internal controls is implicitly questioned by the ineffective disclosure controls. |
| Fiscal Year End | The company changed its fiscal year end from February 28 to December 31. | 2024-07-10 | This change aligns the company's reporting with a more common fiscal calendar, potentially simplifying comparisons with other companies. |
Related Party Transactions
- Promissory Note issued to Jeff Kim on February 15, 2022, for $200,000 at 6.58% interest. Principal balance is $0 as of September 30, 2025, but $18,817 in accrued interest remains.
- Promissory Note issued to Jeff Kim on March 1, 2022, for $253,954 at 6.63% interest. Principal balance is $207,854 as of September 30, 2025, with $36,750 in accrued interest.
- Promissory Note issued to Jeff Kim on December 31, 2022, for $1,237,600 (for accrued compensation), with $400,000 subsequently forgiven. Principal balance is $837,600 as of September 30, 2025, with $143,530 in accrued interest.
- Accrued officer compensation due to Jeff Kim is $456,668 as of September 30, 2025; all salary to date has been deferred.
- Amounts payable to Jeff Kim for operating expenses paid on behalf of the company totaled $37,110 as of September 30, 2025.
- During the nine months ended September 30, 2025, the company received and repaid $5,000 from its CEO for financing activity.
- During the nine months ended September 30, 2024, the company repaid $113,244 to its CEO for loans payable.
- Jeff Kim is entitled to receive additional common stock (up to 7.5% of outstanding common stock plus 500,000 shares) upon achieving specific milestones related to connection points, grants, acquisitions, and key personnel hires, most of which have been met but shares not yet issued.
Stakeholder Impact
- **Shareholders**: Face significant risk of value erosion due to the 'going concern' doubt, substantial accumulated deficit, and potential future dilution from stock issuance to the CEO. The ineffective disclosure controls also introduce uncertainty regarding the reliability of reported financial information.
- **Employees**: While not explicitly stated for all employees, the deferral of the CEO's compensation suggests potential cash flow challenges that could impact other employee compensation or benefits.
- **Creditors**: Non-related party creditors face elevated risk due to the company's negative working capital and the 'going concern' warning. Related party creditors (primarily CEO Jeff Kim) have substantial exposure through loans and deferred compensation.
- **Customers**: While no immediate impact is mentioned, the company's financial instability could potentially affect its ability to maintain service quality, invest in new technologies, or fulfill long-term contracts.
Next Steps
- Address the substantial doubt about the company's ability to continue as a going concern.
- Implement and improve disclosure controls and procedures to ensure effectiveness.
- Potentially issue additional common stock to CEO Jeff Kim upon the completion of remaining performance milestones outlined in the merger agreement.
Key Dates
| Date | Description |
|---|---|
| 1984-05-29 | Company (formerly United States Basketball League, Inc) incorporated in Delaware. |
| 2021-04-07 | Majority owners sold common and preferred shares to a new investor group, resulting in a change of control. Saeb Jannoun appointed Chairman and President. |
| 2022-02-15 | Company issued a Promissory Note to Jeff Kim for $200,000. |
| 2022-03-01 | Company issued a Promissory Note to Jeff Kim for $253,954. |
| 2022-12-31 | Company issued a Promissory Note to Jeff Kim for $1,237,600 (later $400,000 forgiven). |
| 2023-01-01 | Company adopted Accounting Standards Update (ASU) 2016-13, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (CECL). |
| 2023-03-22 | Merger Agreement with Shurepower, LLC d/b/a Shorepower Technologies closed. Jeff Kim became CEO and sole officer/director. Executive employment agreement with Jeff Kim became effective. |
| 2023-12-15 | Effective date for public companies for ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. |
| 2024-06-30 | Warrants outstanding at this date. |
| 2024-07-10 | Company changed its fiscal year end from February 28 to December 31. |
| 2024-08-01 | One related party loan was repaid during August 2024. |
| 2024-11-01 | FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). |
| 2024-12-15 | Effective date for interim periods for ASU 2023-07. |
| 2024-12-31 | Warrants outstanding at this date expired. |
| 2025-09-30 | End of the quarterly period covered by the report. |
| 2025-11-10 | Date as of which 49,190,204 shares of Common Stock were outstanding. |
| 2025-11-13 | Date of certification by Jeff Kim and filing date of the 10-Q report. |
| 2026-12-15 | Effective date for public companies for ASU 2024-03. |
| 2027-12-15 | Effective date for interim periods for ASU 2024-03. |
Recommendation
strong sellThe company's explicit 'going concern' warning, coupled with a substantial negative working capital and a growing accumulated deficit, indicates a high probability of severe financial distress or failure. The determination that disclosure controls and procedures are 'not effective' raises serious concerns about the reliability of financial reporting and corporate governance. Despite some positive trends in nine-month revenue and gross margin, these fundamental issues, along with heavy reliance on related-party financing and a Q3 decline in revenue and increased net loss, present an exceptionally high-risk profile. For a seasoned investor, the significant downside potential and lack of clear path to sustainable profitability make this stock an unsuitable investment.
Keywords
Shorepower Technologies, SPEV, 10-Q, Quarterly Report, Transportation Electrification, EVSE, Truck Stop Electrification, TSE, eTRU, Electric Vehicle Charging, Government Contracts, Financial Results, Net Loss, Revenue, Gross Margin, Going Concern, Disclosure Controls, Related Party Transactions, Jeff Kim
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