10-K: Shorepower Technologies Pivots to Healthcare Amid Financial Strain

Sentiment:

Annual Report


Shorepower Technologies reported significant revenue growth and reduced net losses in 2025, but faces a going concern warning and plans a major pivot to the healthcare sector via a merger with Aeternum Health LLC.

Capital raiseThe company sold 500,000 shares of common stock to Jeff Kim for $7,500 cash on February 17, 2026.The company sold 500,000 shares of common stock to EROP Enterprises, LLC for $7,500 cash on February 17, 2026.The company sold 100,000 shares of common stock to Jeff Kim for $5,000 cash on March 16, 2026.The company sold 400,000 shares of common stock to EROP Enterprises, LLC for $20,000 cash on March 16, 2026.The company sold 400,000 shares of common stock to a third party for $20,000 cash on March 16, 2026.The merger agreement with Aeternum Health LLC includes a contribution of at least $1.5 million in cash by Aeternum Health.
Worse than expectedThe company's financial statements raise substantial doubt about its ability to continue as a going concern, indicating severe liquidity issues.Despite revenue growth, the company still reported a net loss and has a significant accumulated deficit.Disclosure controls and internal control over financial reporting were deemed ineffective, highlighting fundamental weaknesses in financial oversight and reporting processes.The complete pivot away from its core business, while potentially a long-term strategy, suggests that the current business model was not sustainable or sufficiently profitable.

Summary

  • Shorepower Technologies, a transportation electrification company, reported total revenue of $203,655 for the year ended December 31, 2025, a 212.7% increase from $65,121 in 2024.
  • The company achieved a positive gross margin of $120,054 in 2025, a significant improvement from a negative gross margin of ($12,705) in 2024.
  • Net loss decreased by 25.1% to $337,094 in 2025, compared to $450,318 in 2024.
  • Cash used in operating activities significantly improved, decreasing to $2,958 in 2025 from $154,046 in 2024.
  • As of December 31, 2025, the company had a cash balance of $15,374, negative working capital of $1,080,208, and an accumulated deficit of $3,278,141, raising substantial doubt about its ability to continue as a going concern.
  • The company has been awarded approximately $1,000,000 in grants for site upgrades, with total project values exceeding $1,500,000, and has over $1,000,000 in grant applications pending.
  • A significant strategic shift is planned through a merger agreement with Aeternum Health LLC, effective February 17, 2026, which will see Shorepower divest its electrification business and focus on healthcare, specifically longevity and anti-aging solutions.
  • Post-merger, Jeff Kim will resign as CEO and director, and Paul Mann will be appointed President, CEO, and sole director. The company's name will change to Aeternum Health, and authorized shares will increase from 100 million to 250 million.
  • Disclosure controls and procedures were deemed not effective as of December 31, 2025, with material weaknesses identified in internal control over financial reporting, including a lack of appropriate accounting personnel and an independent audit committee.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a negative sentiment due to the severe going concern warning, ineffective internal controls, and the complete strategic pivot away from its established business. While some financial metrics improved, the underlying issues necessitate a drastic change, indicating significant challenges in the previous business model.

Positives

  • Total revenue increased by 212.7% to $203,655 in 2025 from $65,121 in 2024.
  • Gross margin turned positive at $120,054 in 2025, a substantial improvement from a negative gross margin of ($12,705) in 2024.
  • Net loss decreased by 25.1% to $337,094 in 2025, down from $450,318 in 2024.
  • Cash used in operating activities significantly reduced to $2,958 in 2025 from $154,046 in 2024.
  • Secured approximately $1,000,000 in grants for site upgrades, with an additional $1,000,000 in grant applications pending.
  • Completed Level 2 charging station installations at two Washington State facilities, with invoicing expected next quarter.

Negatives

  • Substantial doubt exists about the company's ability to continue as a going concern due to a cash balance of $15,374, negative working capital of $1,080,208, and an accumulated deficit of $3,278,141 as of December 31, 2025.
  • Disclosure controls and procedures were not effective as of December 31, 2025.
  • Material weaknesses in internal control over financial reporting were identified, including insufficient accounting personnel, lack of an independent audit committee, and inadequate documentation of control effectiveness.
  • Officer compensation of $200,000 for 2025 and $186,668 for 2024 was not paid and has been deferred, leading to accrued officer compensation due to Jeff Kim of $506,668 as of December 31, 2025.
  • The company relies heavily on related party loans from Jeff Kim, with total principal due of $1,045,454 and accrued interest of $216,014 as of December 31, 2025.
  • All 11,000,000 outstanding warrants expired as of December 31, 2025, without being exercised.

Risks

  • The company's ability to continue as a going concern is in substantial doubt due to its financial condition.
  • Intense competition from established EV charging companies like ChargePoint, ABB, Tesla, and others.
  • Uncertainty regarding future funding from the Bipartisan Infrastructure Law and potential changes in government regulations and incentives.
  • Changes in Corporate Average Fuel Economy (CAFE) standards could reduce demand for EVs and, consequently, charging stations.
  • Potential liability under environmental laws (CERCLA, RCRA) for handling and disposal of hazardous substances and solid wastes.
  • Challenges in obtaining and maintaining proprietary protection for intellectual property, with a previously filed U.S. patent having been abandoned.
  • Cybersecurity threats, including malware, viruses, ransomware, hacking, and phishing attacks, could result in security breaches and service interruptions.
  • The company's common stock is subject to 'penny stock' rules, which may restrict trading and affect shareholders' ability to sell shares.
  • Reliance on a small number of employees and consultants, which could impact operational continuity and growth.

Future Outlook

The company plans a complete strategic pivot, divesting its transportation electrification business to merge with Aeternum Health LLC and focus on healthcare, specifically longevity and anti-aging solutions. In its current business, it aims to upgrade existing facilities to include Level 2 and DC fast chargers, accelerate new product offerings like a higher-speed DC fast charger with internal battery energy storage, and pursue strategic acquisitions. Future funding is expected from business revenues, additional investments, and the distribution of awarded grants starting in 2026.

Management Comments

  • Management believes their 20 years of experience in transportation electrification provides a competitive advantage in the anticipated explosive growth period of the EV industry.
  • Jeff Kim's annual base salary of $200,000 is subject to the company's cash flow, and he may elect to defer his salary and receive repayment of outstanding loans first.

Industry Context

StockSavvy.ai notes that Shorepower Technologies' planned divestiture of its transportation electrification business and pivot to healthcare is a significant departure from its established market. While the EV charging sector is experiencing rapid growth, as indicated by the company's own statements about an 'explosive growth period,' this strategic shift suggests that Shorepower found it challenging to compete effectively or achieve sustainable profitability within that industry, despite its network and grant successes. The move into longevity and anti-aging solutions places the company in a nascent but potentially high-growth segment of the healthcare industry, a stark contrast to its previous infrastructure focus.

Comparison to Industry Standards

  • The filing lists competitors in the EV charging market, including ChargePoint, ABB, Siemens, Tesla, EVBox, BP, Shell, Electrify America, EVGo, Chargie, and Blink. However, it does not provide specific financial or operational benchmarks to compare Shorepower's performance against these companies.
  • The company aims to provide the lowest build-out and operating cost, competitive end-user cost, highest cost savings, and best overall feature set from its proprietary back-office control and payment systems to achieve a faster ROI than competitors, but no comparative data is presented to validate this claim.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
CEO, President, DirectorJeff KimPaul Mann2026-02-17Merger with Aeternum Health LLC and strategic pivot to healthcare.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessesDisclosure controls and procedures were not effective. Material weaknesses identified include lack of appropriate accounting personnel, no independent audit committee, and insufficient documentation of internal control effectiveness.2025-12-31Significantly impairs the reliability of financial reporting and the ability to prevent or detect material misstatements.
Audit Committee StructureThe Board of Directors currently functions as the audit committee due to the company's size and limited resources, rather than having an independent audit committee.OngoingRaises concerns about independent oversight of financial reporting and audit processes.

Legal Proceedings

  • The company is not party to any material legal proceedings.

Related Party Transactions

  • Jeff Kim is owed $506,668 in accrued officer compensation as of December 31, 2025, which has been deferred.
  • Jeff Kim is owed $1,045,454 in principal on promissory notes and $216,014 in accrued interest as of December 31, 2025.
  • Amounts payable to Jeff Kim for operating expenses paid on behalf of the company were $48,864 as of December 31, 2025.
  • On February 17, 2026, 500,000 shares of common stock were sold to Jeff Kim for $7,500 cash.
  • On February 17, 2026, 500,000 shares of common stock were sold to EROP Enterprises, LLC for $7,500 cash.
  • On March 16, 2026, 100,000 shares of common stock were sold to Jeff Kim for $5,000 cash.
  • On March 16, 2026, 400,000 shares of common stock were sold to EROP Enterprises, LLC for $20,000 cash.

Stakeholder Impact

  • Shareholders face significant uncertainty and a complete change in investment thesis due to the divestiture of the core business and pivot to healthcare, along with potential dilution from future stock issuances.
  • Employees (currently two, plus consultants) will experience a change in management and business focus, with potential for new hiring in the healthcare sector.
  • Creditors, particularly related party Jeff Kim, have substantial outstanding loans and deferred compensation, with the company's going concern status posing a risk to repayment.
  • Customers of the transportation electrification business will be impacted by the divestiture, though the filing does not detail the transition plan for existing services.

Next Steps

  • Complete the merger with Aeternum Health LLC, divesting the transportation electrification business.
  • Jeff Kim will resign as CEO and director, and Paul Mann will be appointed President, CEO, and sole director.
  • The company will change its name to Aeternum Health and seek a new trading symbol.
  • Authorized shares will be increased from 100 million to 250 million.
  • Aeternum Health will contribute assets including intellectual property, data, and at least $1.5 million in cash.
  • Invoicing for completed Washington State charging station projects will be processed next quarter.
  • Continue to upgrade control systems at existing sites to generate interim income.
  • Develop a higher-speed DC fast charger with internal battery energy storage, with grant applications pending for this product.

Key Dates

DateDescription
1984-05-29Company incorporated in Delaware as United States Basketball League, Inc.
2021-04-07Majority owners sold common and preferred shares to a new investor group, resulting in a change of control. Saeb Jannoun appointed Chairman and President.
2022-02-15Promissory Note issued to Jeff Kim for $200,000.
2022-03-01Promissory Note issued to Jeff Kim for $253,954.
2022-12-31Promissory Note issued to Jeff Kim for $1,237,600 (accrued compensation), with $400,000 forgiven.
2023-01-01Company adopted Accounting Standards Update (ASU) 2016-13 (CECL).
2023-03-22Merger with Shurepower, LLC closed; Jeff Kim appointed sole officer and director. Executive employment agreement with Jeff Kim entered.
2023-06-20Company name changed to Shorepower Technologies Inc and ticker symbol to SPEV.
2024-04-01Officer compensation for CEO Jeff Kim increased to $16,667 per month.
2024-07-10Company changed its fiscal year end from February 28 to December 31.
2024-12-31Fiscal year ended.
2025-03-14Issued 711,526 shares of common stock for services.
2025-06-30Aggregate market value of non-affiliate common equity was $531,310.
2025-12-31Fiscal year ended.
2026-02-17Merger agreement with Aeternum Health LLC entered. Issued 1,000,000 common shares to OpConnect Inc. Sold 500,000 common shares to Jeff Kim. Sold 500,000 common shares to EROP Enterprises, LLC. Granted 100,000 common shares for services.
2026-03-16Sold 100,000 common shares to Jeff Kim. Sold 400,000 common shares to EROP Enterprises, LLC. Sold 400,000 common shares to a third party.
2026-03-31Latest practicable date for shares outstanding (52,190,204 shares). Filing date of the 10-K report.

Recommendation

strong sell

The company faces a 'going concern' warning, indicating severe financial distress and an inability to meet obligations in the normal course of business. The planned complete pivot from transportation electrification to healthcare, involving a change in management and business model, introduces extreme uncertainty and effectively liquidates the current investment thesis. Furthermore, significant weaknesses in internal controls and heavy reliance on related-party financing underscore fundamental operational and governance issues. Given these factors, the stock represents a high-risk, speculative investment with a strong likelihood of further value erosion for current shareholders.

Keywords

Shorepower Technologies, SPEV, Aeternum Health, healthcare merger, transportation electrification, EV charging, truck stop electrification, eTRU, longevity solutions, SEC filing, 10-K, financial results, going concern, corporate governance, grants

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