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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

 For
the fiscal year ended February 29, 2024

 or

Transitional Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

 For
the transition period from _________ to _________

 Commission
File Number 001-15913

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
NE Elam Young Pkwy, Suite 160, Hillsboro, OR 97124

 (Address
of Principal Executive Offices with Zip Code)

 Registrant's
telephone number, including area code

 (503) 892-7345

 Securities
registered pursuant to Section 12(b) of the Act: None.

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

 Common
Stock, $.01 par value

 Title
of Class

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See 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.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter. $ 4,253,895 as of August 31, 2023.

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 48,478,678
shares of common stock as of June 11, 2024.

TECHNOLOGIES, INC.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Property

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item
 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, and Financial Statement Schedules

 Item

 Form 10-K Summary

 Signatures

 Cautionary
Statement Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (this "Report") contains forward-looking statements, including within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the Securities Act of 1934, as amended, and the Private Securities Litigation
Reform Act of 1995, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but
rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as
"anticipate," "expects," "intends," "plans," "believes," "seeks"
and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's
control which could cause actual results to differ materially from the results expressed or implied in the forward-looking statements,
including, but not limited to:

our expectations regarding our revenue, expenses, and other operating results, particularly those revenue expectations base on the continued
growth of EV sales to the general public;

our ability to acquire new customers and successfully retain existing customers in a very competitive marketplace;

our ability to continue to innovate and make new features generally available to customers, including our development and use of artificial
intelligence and machine learning;

our ability to achieve or sustain our profitability;

future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

the costs and success of our sales and marketing efforts, and our ability to establish and promote our brand;

our growth strategies for, and market acceptance of, our charging stations and our ability to execute such strategies;

our ability to successfully integrate and realize the benefits of strategic acquisitions;

our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

our ability to effectively manage our growth, including any international expansion;

our ability to protect our intellectual property rights and any costs associated therewith;

our ability to prevent or mitigate disruptions, outages, defects, and other performance and quality problems with our charging equipment
and the infrastructure on which it relies;

our expectations regarding general market conditions and the effects of those conditions, including on customer and partner activity;

our ability to compete effectively with existing competitors and new market entrants;

the growth rates of the markets in which we compete; and

the impacts of volatility and uncertainty in the global economy on our business and the businesses of our customers and partners.

 These
statements are not guarantees of future performance or results. Forward-looking statements are based on information available at the
time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels
of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking
statements in this Report. These factors include those set forth below under "Item 1A. Risk Factors", below.

 In
addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based on information available to us as of the date of this Annual Report on Form 10-K. While we believe that such information
provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,
and investors are cautioned not to unduly rely on these statements.

 You
should read the matters described in "Item 1A. Risk Factors" and the other cautionary statements made in this Report, and
incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report.
We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors
are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to
update or revise these forward-looking statements, even though our situation may change in the future.

 PART
I

 Item
1. Business.

 We
are a transportation electrification company that builds, deploys and operates plug-in stations that allow electric vehicles, trucks
and refrigerated trailers to conveniently access electric power while parked or staged, resulting in cost savings for fleets and drivers
that will not have to use petroleum fuel thus significantly reducing associated toxic emissions and greenhouse gases by replacing diesel
fuel with electric power. To date we have raised approximately $16 million through grants and contracts from the federal and state Governments
and have received $453,954 in loans through Jeff Kim, our President and CEO.

 We
currently operate the largest heavy-duty focused network of electrified parking spaces (EPS) in North America. This network includes
60 facilities conveniently located at travel centers with approximately 1,800 electrified parking spaces. Most of these facilities are
focused on truck stop electrification (TSE) and electric standby transport refrigeration units (eTRU), but several sites already include
electric vehicle charging stations.

 Shorepower
originally started business as a TSE provider. TSE provides power for hotel loads at commercial parking facilities. Trucks are required
to take a rest period for a minimum of 10 hours per day. Trucks typically run their engines to provide heating and cooling in the cab
and power accessories. Shorepower TSE allows drivers to shut down their main engine and plug into outlets that provide power for household
type devices such as heaters, air-conditioning units, coffee pots, microwaves, TVs, computers and other accessories. On average, this
saves drivers and fleets one gallon of diesel per hour. Idling (running) the engine 10 hours per day, 300 days per year could cost in
excess of $10,000 per year in wasted diesel fuel. By using Shorepower, drivers can save over $7,000 annually.

 Additionally,
we have over 300 electric vehicle charging station connection points (plugs), sold or controlled that could be upgraded to include our
latest cellular-based control module, to make these stations revenue producing stations. Combined with upgrading the TSE stations, we
have the potential to expand to over 2,000 connection points. However, for our first phase of upgrades, we expect to convert up to six
stations per facility to level 2 and add two or more DC fast chargers to select locations.

 We
believe that the key value of the existing travel center facilities is the electric infrastructure and utility service that could easily
be upgraded to include electric vehicle supply equipment (EVSE) for heavy-duty trucks and buses. Most of these sites could also accommodate
light-duty(automobile) electric vehicle charging.

 Several
sites have already been upgraded (or are in the process of being upgraded) to include level 2 charging connectors. We have secured over
$1285,000 in grants to upgrade additional sites with total project values of over $1,000,000 (including cost share and host-site contributions)
and have an additional $2,000,000 in grants pending. Grants awarded as of February 2024 include approximately $71,000 for TSE equipment
in New Hampshire, $114,000 to upgrade two sites in California to include Level 2 and DC fast charging and $100,000 in Washington State
to add Level 2 charging stations at two facilities. The California and New Hampshire projects are already completed, and the Washington
contract is under review. Leveraging these funds and an investment, the existing infrastructure would help facilitate what we believe
could be the fastest roll-out of a national network of charging facilities to enable cross-country electric vehicle transportation.

 Wall-mount
and/or freestanding pedestals with a proprietary, cloud-based payment/control system, and reporting

 Competition

 We
face competition from other EV charging companies, including ChargePoint, ABB, Cyber Switching, Siemens, Tesla, EVBox, BP, Shell, Hyundai,
Electrify America, EVGo, the recently announced joint venture among BMW, General Motors, Honda, Hyundai, Kia, Mercedes-Benz and Stellantis
and others. To be competitive in the EV charging market, we intend to provide the lowest build-out and operating cost, competitive end-user
cost, highest cost savings and best overall feature set from our proprietary back-office control and payment systems so that our customers
achieve a faster ROI than offered by our competitors. In addition, we believe that our success in obtaining government grants for electric
transportation infrastructure will be a competitive advantage that we have in obtaining additional non-dilutive grants to facilitate
our goal of increasing the number of charging stations in the United States and Canada, as well as our long-term relationships with essential
manufacturers of commercial charging equipment. Additionally, we will explore opportunities to expand into other South American, European
and Asian countries as opportunities arise and resources become available to invest in these regions.

 There
are two types of TSE systems: on-board and off-board TSE. In off-board electrification, off-board equipment at the truck stop provides
heating, ventilation, and air conditioning (HVAC). These HVAC systems are contained in a structure above ground (called a gantry) or
on a pedestal beside the truck parking spaces. A hose from the HVAC system is connected to the truck window and, in some cases, to a
computer touch screen that enables payment. These stand-alone systems are generally owned and maintained by private companies that charge
an hourly fee. To accommodate the HVAC hose, an inexpensive window template may be required in the truck. "Off-board" refers
to the location of the HVAC equipment, since it is off-board (not permanently installed on the truck). IdleAir operates an off-board
TSE business.

 On-board
electrification, also known as "shorepower," requires some equipment on-board the truck. Then, trucks can plug into electrical
outlets at the truck stop. To use on-board electrification, trucks must be equipped with electric air conditioning equipment or a portable
heater and an extension cord to plug into the electrical outlet. The trucking company or driver owns and maintains the on-board equipment.
Shorepower operates on-board TSE facilities. Other than the equipment on-board the truck, these systems are generally considered more
cost effective to build, use (hourly fee), maintain and operate. In its simplest form, on-board TSE can be used by simply purchasing
a portable heater and an extension cord for as little as a $40 initial investment. This investment could be recouped during the first
day/night of use.

 The
two types of TSE systems do not generally serve the same customers, but we may compete for the same space at a truck stop. However, at
least two facilities have both IdleAir and Shorepower in the same parking lot. Additionally, IdleAir currently only has fewer than a
dozen operational facilities. Trucks equipped with electric appliances will generally seek Shorepower (on-board) facilities.

 Financing
Strategy

 Under
the Bipartisan Infrastructure Law that became law on November 15, 2021, Congress is funding $7.5 billion specifically for charging stations.
Shorepower has been highly successful in obtaining government contracts and grants to deploy electric transportation infrastructure projects.
We have a goal of securing up to 5% ($375,000,000) of the available funds by the end of the EV charging station program under the Bipartisan
Infrastructure Law. We are using the funds from the Merger to pay employees and consultants. We are also continuing to upgrade the control
system at existing sites to generate interim income until charging station upgrades generate increased revenue and we are awarded additional
government contracts and/or grants. We estimate that 20% to 50% of infrastructure build-out costs will have to be contributed by investors
and revenues, depending on the desired speed of the build out, grant cost share requirements and electric vehicle demand (based on number
of electric vehicles produced). For example, if we are successful in securing $10 million in grants, we may need to contribute $2 million
or more in cost share. We believe that our 20 years of experience in the transportation electrification space provide a competitive advantage
in what we anticipate to be an explosive growth period in the electric vehicle industry.

 Key
Products and Markets

 We
offer a line of transportation electrification stations that allow all types of vehicles to reduce petroleum consumptions whether for
reducing engine idling or charging electric vehicles. Our commercial products are all made with stainless steel enclosures designed to
offer decades of service. We already have some stations that have been operational for over 15 years and several hundred have been in
service for more than 10 years. Depending on the environment and climate the internal electronics are designed to last at least 5-10
years but can last much longer. All components are serviceable, so it is not necessary to replace the entire station even if one component
is damaged.

 Our
Shorepower Truck Stop Electrification (TSE) pedestals provide power and entertainment services to long haul truck drivers during rest
periods at truck stops, fuel depots, rest areas, staging areas, warehouses and anywhere trucks and RVs park for extended periods. The
unit's robust design provides years of operation in harsh environments with relatively low maintenance. These energy vending machines
track, control and allow payment for energy when tied into our back-office system. The Shorepower TSE station is an outdoor-rated unit
constructed with high-grade stainless steel. It is typically mounted to a concrete pad with the supplied base plate. Each Shorepower
TSE stations can service up to four vehicles depending on configuration.

 Shorepower's
electric-standby Transport Refrigeration Unit (eTRU) station provides easy access to higher power refrigerated trailers with electric-standby.
This allows them to run on electricity rather than diesel while stopped, staging or loading/unloading. This provides a clean efficient
energy source for refrigerated loads such as ice cream, meats, vegetables, pharmaceuticals and other frozen goods. This unit typically
mounts below the standard TSE station but is also available as a stand-alone or wall mounted station.

 Additionally,
we offer on-board equipment to ensure our customers can utilize the TSE facilities we have in place. Accessories we offer include portable
heaters, heavy-duty extension cords and cab wiring kits. Shorepower supplies standard 110v AC and 208v power. Customers can use any off-the-shelf
electric appliance to make life on the road comfortable and convenient: heaters, coffeemakers, microwave ovens, hand-held vacuums, chargers,
computers, cell phone chargers, power tools, etc.

 Locations

 We
have 60 TSE facilities throughout the country along major Interstates. These sites provide a cost effective solution to reducing truck
engine idling. Primary corridors include Interstate 5 (I-5) on the West Coast, I-95 on the East Coast, I-80/I-90 in the North, I-10/I-20
in the South and other major interconnecting Interstates and US highways in between. These same facilities will be the first candidates
for upgrading to electric vehicle charging stations. We have an established network of facilities that can easily and cost-effectively
be upgraded in the short-term.

 Growth
Strategies

 Our
growth strategies to continue to play a leadership role in EV charging are as follows:

 Accelerate
new product offerings.

 We
intend to have a leadership position with continued efficient investment in product development. We currently manufacture and sell TSE,
eTRU and Level 2 charging stations. We are currently investigating contract manufacturers to produce DC fast charger products for us.
We recently submitted a federal proposal to help offset the cost of developing a new DC fast charger with battery energy storage. This
system will store energy from renewable energy sources such as solar and wind. These renewable energy sources are often available when
demand is low. This surplus energy can be used to charge the battery energy storage when rates are low and can later be offloaded into
an electric vehicle, thus maximizing available energy sources at the highest margin. More information on these efforts is provided in
the "research and development" section below.

 Invest
incrementally in marketing and sales.

 We
intend to continue to attract new customers and pursue a business model which attracts new customers to our charging stations and encourages
existing customers to increase their charging footprint over time as EV penetration increases.

 Pursue
Strategic Acquisitions.

 We
intend are exploring potential high-quality acquisition opportunities in this dynamic marketplace both domestically and overseas. Acquisition
candidates include charging station companies, charging station management software, electrical contractors, alternative fuel equipment
suppliers and truck stop electrification (TSE) providers. An electrical contracting business, for example, would allow us to both sell
charging stations and install them without having to use subcontractors.

 Manufacturing

 We
have established strong commercial relationships over the decades in which we have been doing business in the transportation electrification
industry. We have designed many of the products that we use, including our comprehensive payment, monitoring and control system with
web base management. The majority of our hardware products are manufactured in Oregon. Components are sourced from a number of global
suppliers, with concentrations in the United States and Asia. We work proactively with piece part and final assembly supply partners.
We prepare factories for new products, establish and monitor quality control points, plan ongoing production and issues purchase orders.
Most of our major components are manufactured in the U.S. which will give us strategic advantage for qualifying for grants in the United
States.

 Government
Regulation and Incentives

 State,
regional and local regulations for installation of EV charging stations vary from jurisdiction to jurisdiction and may include permitting
requirements, inspection requirements, licensing of contractors and certifications as examples. Compliance with such regulation(s) may
cause installation delays.

 OSHA

 We
are subject to the Occupational Safety and Health Act of 1970, as amended ("OSHA"). OSHA establishes certain employer responsibilities,
including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated
by OSHA and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards,
safety in excavation and demolition work and the handling of asbestos, may apply to our operations. We are in full compliance with OSHA
regulations.

 NEMA

 The
National Electrical Manufacturers Association ("NEMA") is the association of electrical equipment and medical imaging manufacturers.
NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of
industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data. Our products comply
with the NEMA standards that are applicable to such products.

 NRTL
Certification

 Our
stations are certified by a Nationally Recognized Testing Laboratory (NRTL). A Nationally Recognized Testing Laboratory (NRTL) is a private-sector
organization that OSHA has recognized as meeting the legal requirements in 29 CFR 1910.7 to perform testing and certification of products
using consensus-based test standards We use Intertek Testing Laboratories and Underwriters Laboratories (UL) to certify that our products
are safe and use consistent manufacturing processes. Most permitting jurisdictions require NRTL certification on products installed in
their territory.

 CAFE
Standards

 The
regulations mandated by the Corporate Average Fuel Economy ("CAFE") standards set the average new vehicle fuel economy, as
weighted by sales, that a manufacturer's fleet must achieve. Although we are not a car manufacturer and are thus not directly subject
to the CAFE standards, we believe such standards may have a material effect on its business. The Energy Independence and Security Act
of 2007 raised the fuel economy standards of America's cars, light trucks and sport utility vehicles to a combined average of at
least 35 miles per gallon by 2020—a 10 miles per gallon increase over 2007 levels—and required standards to be met at maximum
feasible levels through 2030. Building on the success of the first phase of the National Program, the second phase of fuel economy and
global warming pollution standards for light duty vehicles covers model years 2017–2025. These standards were finalized by the
U.S. Environmental Protection Agency ("EPA") and NHTSA in August 2012. These standards would have required a reduction in
average carbon dioxide emissions of new passenger cars and light trucks to 163 grams per mile (g/mi) in model year 2025. Manufacturers
may choose to comply with these standards by manufacturing more EVs which would mean that more charging stations will be needed.

 However,
in April 2020, EPA and NHTSA finalized the Safer Affordable Fuel-Efficient Vehicles Rule, which reformulated the required reductions,
establishing average carbon dioxide emissions of new passenger cars and light trucks of 240 g/mi in model year 2026. Several states and
groups have announced intentions to sue the U.S. government over this reformulation, so the final CAFE standards cannot currently be
predicted with any certainty. However, to the extent fuel-efficiency standards are decreased, this may result in less demand for EVs
and, in turn, charging stations of the type we manufacture.

 Waste
Handling and Disposal

 We
are subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic
wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous
waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may
have been released or disposed. For instance, CERCLA, also known as the Superfund law, in the United States and comparable state laws
impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to
the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where
the release occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under
CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that
have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes
the EPA and, in some instances, third-parties to act in response to threats to the public health or the environment and to seek to recover
from the responsible classes of persons the costs they incur. We may handle hazardous substances within the meaning of CERCLA, or similar
state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part
of the costs required to clean up sites at which these hazardous substances have been released into the environment.

 We
also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and
Recovery Act ("RCRA") and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict
requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of our products
are excluded from RCRA's hazardous waste regulations, provided certain requirements are met. However, if these components do not
meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat
such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and
regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our
operating expenses.

 Research
and Development

 We
have invested a significant amount of time and expense into research and development of our charging platform technologies. Our ability
to play a leadership position depends in part on our ongoing research and development activities. Our research and development team is
composed of several consultants who are responsible for the design, development, manufacturing and testing of our products. We focus
our efforts on developing charging hardware and developing the technology to support our software subscriptions and support services.

 Our
hardware research and development is principally conducted in Oregon and Michigan. We currently manufacture our own TSE and Level 2 charging
stations. We are in the process of developing our own DC fast chargers but have white label and third-party products that we can sell
today. Our existing and recently hired engineers are working on software, a smartphone app and DC fast charger that will include internal
battery energy storage. This product will have advantages over standard DC fast chargers in that it will require much lower input power
requirements and can charge vehicles even if there is a power outage, since it has its own battery energy source. Standard DC fast chargers
usually require power upgrades and new utility service which are expensive and time consuming. Our self-contained DC fast charger could
be transported to the host-site and immediately be used to charge vehicles. It could even be used at temporary venues such as concerts
and sporting events with the optional solar array. The internal battery storage can be charged at off-peak hours, then later be used
to charge vehicles during high demand periods. The internal battery storage can also be charged with excess wind energy (or other renewables)
which can help stabilized the grid and make more efficient use of unused solar and wind energy. We have submitted two grant applications
valued at over $2,000,000 to help develop this product.

 Intellectual
Property

 We
rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures
and contractual restrictions, to establish, maintain and protect its proprietary rights. Our success depends in part upon its ability
to obtain and maintain proprietary protection for our products, technology and know-how, to operate without infringing the proprietary
rights of others, and to prevent others from infringing our proprietary rights. As of January 15, 2023, we filed for one U.S. patent
that was abandoned. Should we file for any future patents that are issued to us, they may be challenged, invalidated or circumvented
and may not provide sufficiently broad protection and may not prove to be enforceable in actions against alleged infringers.

 We
enter into agreements with our employees, contractors, customers, partners and other parties with which we do business to limit access
to and disclosure of our technology and other proprietary information. We cannot be certain that the steps it has taken will be sufficient
or effective to prevent the unauthorized access, use, copying or the reverse engineering of our technology and other proprietary information,
including by third-parties who may use our technology or other proprietary information to develop products and services that compete
with us. Moreover, others may independently develop technologies that are competitive with us or that infringe on, misappropriate or
otherwise violate our intellectual property and proprietary rights, and policing the unauthorized use of our intellectual property and
proprietary rights can be difficult. The enforcement of our intellectual property and proprietary rights also depends on any legal actions
we may bring against any such parties being successful, but these actions are costly, time-consuming and may not be successful, even
when our rights have been infringed, misappropriated or otherwise violated.

 We
intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies
that we believe provide a meaningful competitive advantage. However, our ability to do so may be limited until such time as it is able
to generate cash flow from operations or otherwise raise sufficient capital to continue to invest in our intellectual property. For example,
maintaining patents in the United States and other countries requires the payment of maintenance fees which, if we are unable to pay,
may result in loss of our patent rights as previously occurred. If we are unable to do so, our ability to protect our intellectual property
or prevent others from infringing our proprietary rights may be impaired.

 Facilities

 Shorepower's
headquarters are located in Hillsboro, Oregon, in the Portland metro area, where we currently utilize shared office and shop space with
a monthly lease term. We believe this space is sufficient to meet our needs for the foreseeable future and that any additional space
we may require in Oregon will be available on commercially reasonable terms. We also occupy a warehouse in Ferndale, Michigan near Detroit
on a month-to-month basis. This building has space to expand as needed for offices, manufacturing and assembly. We are currently in the
process of updating this facility to add office space and a light assembly area.

 Employees

 We
currently have only one full-time employee, Jeff Kim, and currently use consultants to perform, bookkeeping, accounting, engineering
and installation services. The use of consultants and contractors has enabled us to keep overhead costs low by utilizing resources as
needed. However, we expect to employ additional personnel following receipt of sufficient funding to do so as discussed above. We will
strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse work force. Since
the Merger, we hired the following consultants: a business development specialist with grant writing expertise, an engineer for R&D
of new products and updates to current products and a CPA to aid in preparing financial statements.

 Legal
Proceedings

 We
are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident
to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of
defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be
obtained.

 Item
1A. Risk Factors

 Our
business is subject to numerous risks and uncertainties that you should be aware of in evaluating our business. If any such risks and
uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely
affected, and the value of our securities may decline in value or become worthless. The risks described below are not the only risks
that we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial may also materially
adversely affect our business, prospects, financial condition and results of operations. The risk factors described below should be read
together with the other information set forth in this Report, including our financial statements and the related notes, as well as in
other documents that we file with the SEC.

 Summary
Risk Factors

 Our
business is subject to numerous risks and uncertainties, including those described below and elsewhere in this Report. These risks include,
but are not limited to, the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks
Related to Our Company and Our Business

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

 We
have a history of operating losses and negative operating cash flows. We incurred a net loss of $(668,952) and $(315,524) for the years
ended February 29, 2024 and February 28, 2023, respectively. We believe we will continue to incur operating and net losses each quarter
at least for the medium term. Even if we achieve profitability, there can be no assurance that we will be able to maintain profitability
in the future. Our potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators,
the widespread adoption of electric trucks and other vehicles, and other electric transportation modalities, continued support from regulatory
programs and in each case, the use of our chargers, any of which may not occur at the levels we currently anticipate or at all. We may
need to raise additional financing through grants, loans, securities offerings or additional investments in order to fund our ongoing
operations. There is no assurance that we will be able to obtain such additional financing or that we will be able to obtain such additional
financing on favorable terms.

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

 Our
growth is highly dependent upon the adoption of EVs both by businesses and consumers. The market for EVs is still rapidly evolving, characterized
by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving
government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to
environmental issues, and governmental initiatives related to climate change and the environment generally. Our revenues will be driven
in large part by EV drivers' driving and charging behavior. Potential shifts in behavior may include but are not limited to changes
in annual vehicle miles traveled, preferences for urban vs suburban vs rural and public vs private charging, demand from rideshare or
urban delivery fleets, and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs has grown in recent
years, there is no guarantee of continuing future demand. Public DC fast charging in particular may not develop as expected and may fail
to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs
decreases, our growth would be reduced and our business, prospects, financial condition and operating results would be harmed. The market
for EVs could be affected by numerous factors, such as:

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

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

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

 increases
 in fuel efficiency in legacy ICE and hybrid vehicles;

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

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

 concerns
 regarding the stability of the electrical grid;

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

 availability
 of service for EVs;

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

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

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

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

 concerns
 about the future viability of EV manufacturers.

 In
addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain
how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered
vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators
often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial
purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and our products and services
in particular.

 While
many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models with increasing fast
charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient
customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating
automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental
regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may
result in reduced demand for EV charging solutions and therefore adversely affect our business, financial condition and operating results.

 We
expect to grow and expect to invest our earnings in growth for the foreseeable future. If we fail to manage growth effectively, our business,
operating results and financial condition would be adversely affected.

 Our
expected growth and expansion of our business may place a significant strain on management, business operations, financial condition
and infrastructure and corporate culture.

 With
our expected growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate
to support our operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain
unauthorized access to business information or misappropriate funds. We may also face risks to the extent such third parties infiltrate
the information technology infrastructure of our contractors.

 To
manage growth in operations and personnel, we will need to continue to improve our operational, financial and management controls and
reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers,
declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing
existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which
could adversely affect our business performance and operating results. Our strategy is based on a combination of growth and maintenance
of strong performance on our existing asset base, and any inability to scale, maintain customer experience or manage operations at our
charging stations may impact our growth trajectory.

 Our
forecasts and projections are based upon assumptions, analyses and internal estimates developed by our management. If these assumptions,
analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from those
forecasted or projected.

 Our
forecasts and projections are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed
by our management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to
be incorrect or inaccurate, our actual operating results may differ materially and adversely from those forecasted or projected. Realization
of the results forecasted will depend on the successful implementation of our proposed business plan, and policies and procedures consistent
with the assumptions. Future results will also be affected by events and circumstances beyond our control, for example, the competitive
environment, our executive team, rapid technological change, economic and other conditions in the markets in which we propose to operate,
governmental regulation and, uncertainties inherent in product development and testing, our future financing needs and our ability to
grow and to manage growth effectively. In particular, our forecasts and projections include forecasts and estimates relating to the expected
size and growth of the markets in which we operate or seek to enter. See " — Our estimates of market opportunity and forecasts
of market growth may prove to be inaccurate." Our forecasts and projections also assume that we are able to perform our obligations
under our commercial contracts. See " — Because we are currently dependent upon a limited number of customer and partner
s, the loss of a significant customer or partners could adversely affect our operating results." For the reasons described
above, it is likely that the actual results of our operations will be different from the results forecasted and those differences may
be material and adverse. The forecasts were prepared by our management and have not been certified or examined by an accountant. We do
not have any duty to update the financial projections included in this prospectus.

 Our
estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

 Estimates
of future EV adoption in the United States, the total addressable market, serviceable addressable market for our products and services
and the EV market in general are included in this prospectus. Market opportunity estimates and growth forecasts, whether obtained from
third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may
prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity,
magnitude and duration of the COVID-19 pandemic. The estimates and forecasts included in this prospectus relating to the size and expected
growth of the target market, market demand, EV adoption across individual market verticals and use cases, capacity of automotive and
battery OEMs and ability of charging infrastructure to address this demand and related pricing may also prove to be inaccurate. In particular,
estimates regarding the current and projected market opportunity for public and commercial fast charging and future fast charging throughput
or Shorepower's market share capture are difficult to predict. The estimated addressable market may not materialize in the timeframe
of the projections included herein, if ever, and even if the markets meet the size estimates and growth estimates presented in this prospectus,
our business could fail to grow at similar rates.

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

 The
EV charging market is relatively new, and we currently face competition from a number of companies, including ChargePoint, Blink, Volta,
EVgo, ABB, Cyber Switching and Siemens. We indirectly compete with site hosts, fleets and utilities that choose to own their own charging
infrastructure and procure their electric vehicle supply equipment ("EVSE") from third-party vendors, such as EVBox and ClipperCreek,
rather than leveraging our public or dedicated charging offerings. The principal competitive factors in the industry include charger
count, locations and accessibility; charger connectivity to EVs and ability to charge all standards; speed of charging relative to expected
vehicle dwell times at the location; direct current fast charger ("DCFC") network reliability, scale and local density; software-enabled
services offering and overall customer experience; and operator brand, track record and reputation; access to equipment vendors, service
providers, and policy incentives and pricing. Large early-stage markets require early engagement across verticals and customers to gain
market share, and ongoing effort to scale channels, installers, teams and processes. In addition, there are competitors, in particular
those with limited funding, experience or commitment to quality assurance, which could cause poor experiences, hampering overall EV adoption
or trust in any particular provider. Further, our current or potential competitors may be acquired by third parties with different commercial
objectives and imperatives and greater available resources.

 In
addition, there are other means for charging EVs, which could affect the level of demand for charging at our DCFCs. For example, Tesla
Inc. ("Tesla") continues to build out its supercharger network across the United States for Tesla vehicles, which could reduce
overall demand for EV charging at our sites. Tesla may also open its supercharger network to support charging of non-Tesla EVs in the
future, which could further reduce demand for charging at our sites. Further, BMW, General Motors, Honda, Hyundai, Kia, Mercedes-Benz
and Stellantis recently announced a proposed joint venture to be formed in 2023 to make "EV charging more convenient, accessible
and reliable." This proposed alliance intends to install at least 30,000 high-powered chargers, accessible to all battery-powered
electric vehicles from any automaker and will have stations that offer connectors for both the so-called Tesla system, known as the North
American Charging Standard (NACS), as well as the rival standard, known as the combined charging system (CCS).

 Also,
other companies sell chargers designed for customers seeking to have on premise EV charging capability as well as for home or workplace
charging, which may reduce the demand for fast charging if EV owners find "slow" charging at a workplace, at home, or other
parking locations to be sufficient. Municipalities may decide to convert street lighting poles and lampposts to public charging points
for EV drivers who rent, have no access to home charging, or park their EVs on the street, potentially reducing our serviceable markets.
Retailers, utilities or other site hosts or commercial, municipal and federal fleet businesses may opt to become owners and operators
of public or private EV fast charging equipment and purchase that equipment and associated management software directly from vendors
in the marketplace.

 Additionally,
future changes in charging preferences; the development of inductive EV charging capabilities; battery chemistries, ultralong-range batteries
or energy storage technologies, industry standards or applications; driver behavior or battery EV efficiency may develop in ways that
limit our future share of gains in certain high promising market verticals or slow the growth of our addressable or serviceable market.
Competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or
customer requirements, and may be better equipped to initiate or withstand substantial price competition. In addition, competitors may
in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability
of their solutions in the marketplace.

 The
EV charging business may become more competitive, pressuring future increases in utilization and margins. Competition is still developing
and is expected to increase as the number of EVs sold increases. Among our largest competitors is Electrify America, a subsidiary of
Volkswagen, Nikola Corporation and IONQ. Electrify America was formed as part of Volkswagen's consent decree with the U.S. Environmental
Protection Agency in connection with its diesel emissions scandal. Volkswagen was forced to commit $2 billion to Electrify America and
the expansion of its EV charger network over a ten-year period which began in January 2017. Electrify America expects to install (or
have under development) approximately 800 public charging stations with approximately 3.500 chargers by December 2022 and is currently
approaching completion of cycle 2 of its 4-cycle spending program. Because Electrify America's expansion of its EV charger network
is mandated by the consent decree and not necessarily done in a manner designed to maximize economic return, Electrify America's
rate of expansion may outpace ours, at least in the short term.

 Barriers
to entry in the EV charging market may erode as a result of government intervention, leading to more competitors. In addition, in some
jurisdictions, we may see competition from local utilities who may be interested in, and receive regulatory approval for, ownership of
public EV charging equipment, from various owners of non-networked Level 2 chargers, and from new entrants into the U.S. fast charging
market.

 New
competitors or alliances may emerge in the future that secure greater market share, have proprietary technologies that drivers prefer,
more effective marketing abilities and/or face different financial hurdles, which could put us at a competitive disadvantage. Further,
our current strategic initiatives, pilots and contracts with OEM partners, business-to-business customers and key hosts may fail to result
in a sustainable competitive advantage for us. Future competitors could also be better positioned to serve certain segments of our current
or future target markets, which could create price pressure or erode our market share. In light of these factors, current or potential
customers may utilize charging services of competitors. If we fail to adapt to changing market conditions or continue to compete successfully
with current charging providers or new competitors, our growth will be inhibited, adversely affecting our business and results of operations.

 We
face risks related to health pandemics, as demonstrated by the COVID-19 pandemic, which could have a material adverse effect on our business
and results of operations.

 The
impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business
and individual activities, created significant volatility in the global and domestic economies and led to reduced economic activity.
The spread of COVID-19 created charging equipment supply chain and shipping constraints. See " Shorepower's Management's
Discussion and Analysis of Results of Operations and Financial Condition of Shorepower — Recent Developments — COVID-19 Outbreak."

 COVID-19
temporarily disrupted the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers and has led to a decrease
in vehicle sales, including EV sales, in markets around the world, and the accompanying demand for our charging services. Any sustained
downturn in demand for EVs would harm our business and negatively impact the growth of our charging station network.

 When
governments and businesses shut down in response to shelter in place orders and other similar actions by state and local governments,
permitting, inspection and other city and municipal services were suspended, and we had reduced access to host sites for construction
and on-site survey and design.

 The
pandemic resulted in government authorities implementing numerous measures to try to contain COVID-19, such as travel bans and restrictions,
quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. A future pandemic resulting in these measures could adversely
impact our employees and operations and the operations of our customers, suppliers, vendors and business partners and negatively impact
demand for EV charging. These measures by government authorities could remain in place for a significant period of time and could adversely
affect manufacturing and building plans, sales and marketing activities, business and results of operations.

 The
extent to which another pandemic would impact our business, prospects and results of operations will depend on future developments, which
are highly uncertain and cannot be predicted, including, but not limited to, the duration, spread and severity of the pandemic, the actions
to contain or treat its impact, and when and to what extent normal economic and operating activities could resume. A future pandemic
could limit the ability of customers, suppliers, vendors, permitting agencies, utilities and business partners to perform, including
third party suppliers' ability to provide components and materials used in charging stations or in providing installation or maintenance
services. Even after a pandemic has subsided, we may continue to experience an adverse impact to our business as a result of the pandemic's
global economic impact, including any recession that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions,
such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer
confidence as a result of a future pandemic, as well as reduced spending by businesses, could each have a material adverse effect on
the demand for our products and services.

 Supply
chain issues and inflationary pressure could increase the cost of materials and components. This could create an increase in the cost
of our products and service which could affect demand and negatively impact overall revenues. We use microchips in our products. Another
chip shortage could make it difficult or impossible to acquire the necessary materials to assemble our circuit boards, thus decreasing
sales. During the recent pandemic, we delayed production of some specific circuit boards until chips were available and/or came down
in price. If this type of supply chain issue reoccurs, we could redesign some circuit boards to use components that are more readily
available. We could also increase the cost of our products to decrease demand.

 We
are highly reliant on its networked charging solution and information technology systems and data, and those of its service providers
and component suppliers, any of which systems and data may be subject to cyber-attacks, service disruptions or other security incidents,
which could result in data breaches, loss or interruption of services, intellectual property theft, claims, litigation, regulatory investigations,
significant liability, reputational damage and other adverse consequences.

 We
continue to expand our information technology systems in the form of our networked charging solution, and as our operations grow, our
internal information technology systems, such as product data management, procurement, inventory management, production planning and
execution, sales, service and logistics, financial, tax and regulatory compliance systems, must increase commensurately. This includes
the implementation of new internally developed systems and the deployment of such systems in the United States and, in the future, abroad.
The implementation, maintenance, segregation and improvement of these systems require significant management time, support and cost,
and there are inherent risks associated with developing, improving and expanding our core systems as well as implementing new systems
and updating current systems, including disruptions to the related areas of business operations. These risks may affect our ability to
manage our data and inventory, procure parts or supplies or manufacture, sell, deliver and service products, adequately protect our intellectual
property or achieve and maintain compliance with, or realize available benefits under, tax laws and other applicable regulations.

 While
we maintain information technology measures designed to protect against intellectual property theft, data breaches, sabotage and other
external or internal cyber-attacks or misappropriation, our systems and those of our service providers are potentially vulnerable to
malware, ransomware, viruses, denial-of-service attacks, phishing attacks, social engineering, computer hacking, unauthorized access,
exploitation of bugs, defects and vulnerabilities, breakdowns, damage, interruptions, system malfunctions, power outages, terrorism,
acts of vandalism, security breaches, security incidents, inadvertent or intentional actions by employees or other third parties, and
other cyber-attacks. To the extent any security incident results in unauthorized access or damage to or acquisition, use, corruption,
loss, destruction, alteration or dissemination of our data, including intellectual property and personal information, or our products,
or for it to be believed or reported that any of these occurred, it could disrupt our business, harm our reputation, compel us to comply
with applicable data breach notification laws, subject us to time consuming, distracting and expensive litigation, regulatory investigation
and oversight, mandatory corrective action, require us to verify the correctness of database contents, or otherwise subject us to liability
under laws, regulations and contractual obligations, including those that protect the privacy and security of personal information. This
could result in increased costs to us and result in significant legal and financial exposure and/or reputational harm.

 Because
we also rely on third-party service providers, we cannot guarantee that our service providers' and component suppliers' systems
have not been breached or that they do not contain exploitable defects, bugs, or vulnerabilities that could result in a security incident,
or other disruption to us or our service providers' or component suppliers' systems. Our ability to monitor our service providers'
and component suppliers' security measures is limited, and, in any event, malicious third parties may be able to circumvent those
security measures.

 If
we do not successfully implement, maintain or expand our information technology systems as planned, our operations may be disrupted,
our ability to accurately and/or timely report our financial results could be impaired and deficiencies may arise in our internal control
over financial reporting, which may impact our ability to certify our financial results (see also "Risks Related to our Securities—If
we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately
or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely
impact the trading price of our common stock," for more detail). Moreover, our proprietary information, including intellectual
property and personal information, could be compromised or misappropriated, our reputation may be adversely affected if these systems
or their functionality do not operate as expected and we may be required to expend significant resources to make corrections or find
alternative sources for performing these functions.

malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption
in service, which could harm our business.

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and
operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks
have become more prevalent and may occur on our systems in the future. Cybersecurity organizations in many countries have published warnings
of increased cybersecurity threats to U.S. businesses, and external events, such as the conflict between Russia and Ukraine or between
Israel and Hamas, may increase the likelihood of cybersecurity attacks, particularly directed at energy, fueling or infrastructure service
providers. Any attempts by cyber attackers to disrupt our services or systems, if successful, could harm its business, introduce liability
to data subjects, result in the misappropriation of funds, be expensive to remedy, subject us to substantial fines, penalties, damages
and other liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets
and damage its reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks.
Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation
or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may
directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability
of systems and technical infrastructure may, in addition to other losses, harm to our reputation, brand and ability to attract customers.

 We
have processes and procedures in place designed to enable us to quickly recover from a disaster or catastrophe and continue business
operations and have tested this capability under controlled circumstances. We use Amazon AWS (and other server carriers) with 99% uptime.
Additionally, all data flowing across AWS Regions over the AWS global network is automatically encrypted at the physical layer before
it leaves AWS secured facilities. We do not save any sensitive data such as credit card information or social security numbers. We never
ask for social security numbers. Our vendor payments are handled through Stripe, Square, Authorize.net and PayPal. These payment processing
services are globally recognized for their state-of-the-art security measures and PCI compliance, including the use end-to-end encryption
to store data, adherence to the Payment Card Industry's strict technical and operational standards around securing credit card
data and employing robust controls over how they handle customers' payments.

 We
anticipate that the vast majority of payments will be processed through the end-user's smart-phone app from their personal cell
phones. Therefore, the users will strictly control the security of their payment information and may use existing payment options such
as Google Pay or Apple Pay to process payments. Even if the end-user manually enters their credit card information, access is restricted
to their own phone which is much more secure than a public card swipe. The payment information is then directly transferred to the payment
processor; therefore, we never collect nor can we ever see this information.

 Although
we never collect social security numbers or credit card information, we may ask users to create a user account or ask for personal information.
Some of this information may be saved to our database, but providing this information is absolutely optional. This information may include
names, addresses, phone numbers, email addresses and vehicle information. However, all this information is optional, and users may use
aliases or opt to not provide it.

 Despite
these efforts to minimize the impact of cybersecurity breaches, there are several factors ranging from human error to data corruption
that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially
or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal
business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional
reputational damages, or loss of revenue, any of which could adversely affect our business and financial results.

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

 We
rely on a limited number of vendors for design, testing and manufacturing of charging equipment which at this stage of the industry is
unique to each supplier and thus singularly sourced with respect to components as well as aftermarket maintenance and warranty services.
This reliance on a limited number of vendors increases our risks, since we do not currently have proven reliable alternative or replacement
vendors beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to availability
of certain key components such as semiconductors, we may not be able to take advantage of increased production from other sources or
develop alternate or secondary vendors without incurring material additional costs and substantial delays. Thus, our business would be
adversely affected if one or more of our vendors is impacted by any interruption at a particular location.

 As
the demand for public fast charging increases, the charging equipment vendors may not be able to dedicate sufficient supply chain, production,
or sales channel capacity to keep up with the required pace of charging infrastructure expansion. In addition, as the EV market grows,
the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment
and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If we or our suppliers
experience a significant increase in demand, or if we need to replace an existing supplier, we may not be able to supplement service
or replace them on acceptable terms, which may undermine our ability to install chargers in a timely manner. For example, it may take
a significant amount of time to identify a vendor that has the capability and resources to supply and/or service charging equipment in
sufficient volume. Identifying and approving suitable vendors could be an extensive process that requires us to become satisfied with
their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and
other ethical practices. Accordingly, a loss of any significant vendor would have an adverse effect on our business, financial condition
and operating results.

should the Biden Administration and Congress require that charging equipment be manufactured in the United States to access federal financial
support or secure contracts with the federal government, we will have to source parts from alternative vendors to participate in the
covered federal programs.

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

 We
do not typically install charging stations at our sites. These installations are typically performed by electrical contractors managed
by us. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with
state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires
local utility cooperation in design and interconnection request approval and commissioning, as well as various local and other governmental
approvals and permits that vary by jurisdiction. In addition, building codes, accessibility requirements, utility interconnect specifications,
review, approval or study lead time or regulations may hinder EV charger installation because they end up costing the developer or installer
more in order to meet the code requirements. In addition, increased demand for the components necessary to install charging stations
could lead to higher installed costs. Meaningful delays or cost overruns caused by our vendor supply chains, contractors, or inability
of local utilities and approving agencies to cope with the level of activity may impact our recognition of revenue in certain cases and/or
impact our relationships, either of which could impact our business and profitability, pace of growth and prospects.

 Working
with contractors may require us to obtain licenses or require us or our customers to comply with additional rules, working conditions
and other union requirements, which can add costs and complexity to an installation project. If these contractors are unable to provide
timely, thorough and quality installation-related services, we could fall behind our construction schedules or cause customers to become
dissatisfied with the solutions we offer. As the demand for public fast charging increases and qualification requirements for contractors
become more stringent, we may encounter shortages in the number of qualified contractors available to complete all of our desired installations.
If we fail to timely pay our contractors, they may file liens against our site hosts' properties, which we are required to remove.

 Our
business model is predicated on the presence of qualified and capable electrical and civil contractors and subcontractors in the new
markets we intend to enter. There is no guarantee that there will be an adequate supply of such partners. A shortage in the number of
qualified contractors may impact the viability of the business plan, increase risks around the quality of works performed and increase
costs if outside contractors are brought into a new market.

 In
addition, our network expansion plan relies on our site development efforts, and our business is exposed to risks associated with receiving
site control and access necessary for the construction of the charging station and operation of the charging equipment, electrical interconnection
and power supply at identified locations sufficient to host chargers and on a timely basis. We generally do not own the land at the charging
sites and rely on the site licenses with hosts that convey the right to build, own, and operate the charging equipment on the site. We
may not be able to renew the site licenses or retain site control. The process of establishing or extending site control and access could
take longer or become more competitive. As the EV market grows, competition for premium sites may intensify, the power distribution grid
may require upgrading, electrical interconnection with local utilities may become competitive, all of which may lead to delays in construction
and/or commissioning. As a result, we may be exposed to increased interconnection costs and utility fees, as well as delays, which may
slow the growth of our network expansion.

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

 Our
success depends, in part, on our continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel.
The inability to do so effectively would adversely affect our business. Competition for employees can be intense and the ability to attract,
hire and retain them depends on our ability to provide meaningful work at competitive compensation. We may not be able to attract, assimilate,
develop or retain qualified personnel in the future, and failure to do so would adversely affect our business, including the execution
of our global business strategy.

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

 Our
ability to grow our customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend,
to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We rely on our business
development, sales and marketing teams to obtain new OEM and fleet customers and grow our retail business, and on the technology, site
development, and project management personnel to build out and serve new sites. We plan to continue to expand in these functional areas,
but we may not be able to recruit and hire a sufficient number of competent personnel with requisite skills, technical expertise and
experience, which may adversely affect our ability to expand our sales capabilities. The hiring process can be costly and time-consuming,
and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may
not become as productive as quickly as anticipated, and we may be unable to hire or retain sufficient numbers of qualified individuals.
Our ability to achieve significant revenue growth in the future will depend, in large part, on our success in recruiting, training, incentivizing
and retaining a sufficient number of qualified personnel attaining desired productivity levels within a reasonable time. Our business
will be harmed if investment in personnel related to business development and related company activities does not generate a significant
increase in revenue.

 We
may need to raise additional funds and these funds may not be available when needed or may be available only on unfavorable terms.

 We
may need to raise additional capital in the future to further scale our business and expand to additional markets. We may raise additional
funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions
or through grant funding. We cannot be certain that additional funds or incentives will be available on favorable terms when required,
or at all, or that we will be able to capture expected grant funding under various existing and new state and local programs in the future.
If we cannot raise additional funds when needed, our financial condition, results of operations, business and prospects could be materially
and adversely affected. If we raise funds through the issuance of debt securities or through loan arrangements, the terms of which could
require significant interest payments, contain covenants that restrict our business, or other unfavorable terms. In addition, to the
extent we raise funds through the sale of additional equity securities, our stockholders would experience additional dilution.

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

 Many
of our facilities are located in California, an active earthquake zone, and Florida and Texas, areas susceptible to hurricanes. The occurrence
of a natural disaster such as an earthquake, hurricane, drought, flood, fire (such as the recent extensive wildfires in California, Oregon
and Colorado), localized extended outages of critical utilities (such as California's public safety power shut-offs) or transportation
systems, or any critical resource shortages could cause a significant interruption in our business, damage or destroy our facilities
or inventory, and cause us to incur significant costs, any of which could harm our business, financial condition, and results of operations.
The insurance we maintain against fires, earthquakes, hurricanes and other disasters and damage may not be adequate to cover losses in
any particular case.

 In
addition, rolling public safety power shut offs in California or other states can affect throughput and/or user acceptance of EVs, as
charging may be unavailable at the desired times, or at all during these events. These shut offs could also affect the ability of fleet
operators to charge their EVs, which, for example, could adversely affect transportation schedules or any service level agreements to
which either we or the fleet operator may be a party. If these events persist, the demand for EVs could decline, which would result in
reduced demand for charging.

severe natural disasters could affect our data centers in a temporal or longer-term fashion which would adversely affect our ability
to operate our network.

 Our
charging stations are often located in areas that are publicly accessible and may be exposed to vandalism or misuse by customers or other
individuals, which would increase our replacement and maintenance costs.

 Our
public chargers may also be exposed to vandalism or misuse by customers and other individuals, increasing wear and tear of the charging
equipment. Such increased wear and tear could shorten the usable lifespan of the chargers and require us to increase our spending on
replacement and maintenance costs.

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

 The
operation and development of our charging stations is dependent upon the availability of electricity, which is beyond our control. Our
charging stations are affected by problems accessing electricity sources, such as planned or unplanned power outages. In recent years,
shortages of electricity have resulted in increased costs to users and interruptions in service. In particular, California has experienced
rolling blackouts due to excessive demands on the electrical grid or as precautionary measures against the risk of wildfire. In the event
of a power outage, we will be dependent on the utility company, and in some cases the site host, to restore power. Any prolonged power
outage could adversely affect customer experience and our business and results of operations.

 Changes
in utility electricity pricing or new and restrictive constructs from regulations applicable to pricing may adversely impact future operating
results. For example, some jurisdictions may force us to adopt different pricing constructs such as switching from pricing on a per-minute
basis to a per kWh basis, which may intensify competitive pressures. Further, utility rates may change in a way that adversely affects
fast charging or in a way that may limit our ability to access certain beneficial rate schedules. In addition, utilities or other regulated
entities with monopoly power may receive authority to provide charging services that result in an anti-competitive advantage relative
to us and other operators.

 Our
success depends on our ability to develop and maintain relationships with fleet partners.

 There
can be no certainty that we will be able to identify and contract with suitable partners. To the extent we do identify such partners,
we will need to negotiate the terms of a commercial agreement with such partners. There can be no assurance that we will be able to negotiate
commercially attractive terms with additional fleet partners, if at all.

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

 Our
revenue growth will depend in significant part on our ability to increase sales of our products and services to fleet operators including
medium- and heavy-duty vehicle fleets and rideshare operators. The electrification of fleets is an emerging market, and fleet operators
may not adopt EVs on a widespread basis, operate on the timelines we anticipate or rely on public and/or private fast charging and our
network. In addition to the factors affecting the growth of the EV market generally, transitioning to an EV fleet can be costly and capital
intensive, which could result in slower than anticipated adoption. The sales cycle could also be longer for sales to fleet operators
with formal procurement processes. Fleet operators may also require significant additional services and support, and if we are unable
to provide such services and support, it may adversely affect our ability to attract additional fleet operators as customers. Any failure
to attract and retain fleet operators as customers in the future would adversely affect our business and results of operations.

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

 Once
Shorepower charging stations are installed, host sites and drivers will rely on us to provide maintenance services to resolve any issues
that might arise in the future. Rapid and high-quality customer and equipment support is important so drivers can receive reliable charging
for their EVs. The importance of high-quality customer and equipment support will increase as we seek to expand our business and pursue
new customers and geographies. If we do not quickly resolve issues and provide effective support, our ability to retain customers or
sell additional products and services to existing customers could suffer and our brand and reputation could be harmed.

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

malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and
operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial of service,
against online networks have become more prevalent and may occur on our systems. Any attempts by cyber attackers to disrupt our services
or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be
expensive to remedy and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related
to cyber-attacks. Even with the security measures implemented by us, such as managed security services that are designed to detect and
protect against cyber-attacks, and any additional measures we may implement or adopt in the future, our facilities and systems, and those
of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming
errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyber attackers from entering computer
systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect
to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption
or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in
addition to other losses, harm our reputation, brand and ability to attract customers.

 We
have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety
of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. We rely
on carrier networks to support reliable operation, management and maintenance of our charger network, charging session management, and
driver authentication, and payment processing depend on reliable connections with wireless communications networks. As a result, our
operations depend on a handful of public carriers and are exposed to disruptions related to network outages and other communications
issues on the carrier networks. See " — Risks Related to Our Technology, Intellectual Property and Infrastructure —
Interruptions, delays in service, communications outages or inability to increase capacity at third-party data center facilities could
impair the use or functionality of our subscription services, harm our business and subject us to liability." If our services
are unavailable when users attempt to access them, they may seek other services, which could reduce demand for our solutions from customers.

 There
are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures
designed to enable us to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable
to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations
due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could
cause additional reputational damages, or loss of revenues, any of which would adversely affect our business and financial results.

 Growing
our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards
that we do not control.

 We
will be dependent on the interoperability of our mobile applications with popular mobile operating systems that we do not control, such
as Google's Android and Apple's iOS, and any changes in such systems that degrade our products' functionality or give
preferential treatment to competitive products could adversely affect the usage of our applications on mobile devices. Additionally,
in order to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, systems,
networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile
industry or in developing products that operate effectively with these technologies, systems, networks or standards.

 While
we to date have not made material acquisitions, should we pursue acquisitions in the future, we would be subject to risks associated
with acquisitions.

 We
may acquire additional assets, products, technologies or businesses that are complementary to our existing business. The process of identifying
and consummating acquisitions and the subsequent integration of new assets and businesses into our own business would require attention
from management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on
our operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the
use of cash, potentially dilutive issuances of equity securities or securities convertible into equity securities, the occurrence of
goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired
business. Moreover, the costs of identifying and consummating acquisitions may be significant. To date, we have no experience with material
acquisitions and the integration of acquired assets, businesses and personnel. Failure to successfully identify, complete, manage and
integrate acquisitions could materially and adversely affect our business, financial condition and results of operations.

 Risks
Related to the EV Market

 Changes
to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for our products
and services.

 As
regulatory initiatives have required an increase in the mileage capabilities of cars and consumption of renewable transportation fuels,
such as ethanol and biodiesel, consumer acceptance of EVs and other alternative vehicles has been increasing. However, the EV fueling
model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, consumers, regulatory
bodies, local utilities, and other stakeholders. Further developments in, and improvements in affordability of, alternative technologies,
such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving
such alternative fuels, or improvements in the fuel economy of the ICE vehicles, whether as the result of regulation or otherwise, may
materially and adversely affect demand for EVs and EV charging stations in some market verticals. Regulatory bodies may also adopt rules
that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. Local jurisdictions
may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micromobility trends and slow EV
adoption growth. Finally, the currently paused litigation between the state of California and the National Highway Transit Safety Administration
("NHTSA") could impact California's ability to set fuel economy standards that encourage the adoption of EVs, which
are followed by many other states, should the Biden Administration not substantially modify NHTSA and EPA's current rules on preemption
in its pending reconsideration of these rules. If any of the above cause or contribute to automakers reducing the availability of EV
models or cause or contribute to consumers or businesses to no longer purchase EVs or purchase fewer of them, it would materially and
adversely affect our business, operating results, financial condition and prospects.

 The
rideshare and commercial fleets may not electrify as quickly as expected and may not rely on public fast charging or on our network as
much as expected. Future demand for EVs from the medium and heavy-duty vehicle segment may not develop as anticipated or take longer
to develop than expected.

 The
EV market is in the early stages of development and the medium- and heavy-duty vehicle segments, often particularly exposed to economic
cycles, may not electrify as expected. The medium- and heavy-duty vehicle fleets that lend themselves well to electrification via EV
powertrains are often linked to municipal and commercial budgets and may take longer to electrify as a result of budget or business constraints
and administrative approvals. The mix of zero and low emission powertrains in certain vehicle classes and use cases in the medium- and
heavy-duty sector may evolve less favorably for EV solutions due to future development of technologies and policy incentives that may
favor existing diesel fuel, hybrid, natural gas or hydrogen fuel cell drivetrains. Medium- and heavy-duty vehicle OEMs may choose not
to manufacture EVs in sufficient quantities or at all.

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

 The
U.S. federal government and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations
in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on
these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging
stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated
as a matter of regulatory or legislative policy. In particular, we have benefitted from the availability of federal tax credits under
Section 30C of the Code, which effectively subsidize the cost of placing in service our charging stations. There can be no assurance
that the credits under Section 30C of the Code will be extended, or if extended, will not be otherwise reduced. Any reduction in rebates,
tax credits or other financial incentives, including the credit under Section 30C of the Code, could negatively affect the EV market
and adversely impact our business operations and expansion potential. In addition, there is no assurance we will have the necessary tax
attributes to utilize any such credits and may not be able to monetize them given the nascent state of the market for such credits or
be able to monetize such credits on favorable terms. New tariffs and policies that could incentivize overbuilding of infrastructure may
also have a negative impact on the economics of our stations. Furthermore, new tariffs and policy incentives could be put in place by
the Biden Administration that favor equipment manufactured by or assembled at American factories, which may put some of our equipment
or component vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of charging equipment
and components, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying
us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by
federal government agencies.

 If
we are not eligible for grants or other incentives under such programs, while our competitors are, it may adversely affect our competitiveness
or results of operation.

 Risks
Related to Our Technology, Intellectual Property and Infrastructure

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

 From
time to time, the holders of intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits
alleging infringement or misappropriation of such rights. There can be no assurance that we will be able to mitigate the risk of potential
suits or other legal demands by competitors or other third parties. Accordingly, we may consider entering into licensing agreements with
respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation
will not occur, and such licenses and associated litigation could significantly increase our operating expenses. In addition, if we are
determined to have or believe there is a high likelihood that we have infringed upon or misappropriated a third party's intellectual
property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the
products and services we offer, to pay substantial damages and/or royalties, to redesign our products and services, and/or to establish
and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation
or claim regarding the infringement or misappropriation of intellectual property rights related to our products and services, we may
be required to indemnify such customers and business partners. The scope of these indemnity obligations varies, but may, in some instances,
include indemnification for damages and expenses, including attorneys' fees. Even if we are not a party to any litigation between
a customer or business partner and a third party relating to infringement by our products, an adverse outcome in any such litigation
could make it more difficult for us to defend our products against intellectual property infringement claims in any subsequent litigation
in which we are a named party. If we were required to take one or more such actions, our business, prospects, brand, operating results
and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could
result in substantial costs, negative publicity, reputational harm and diversion of resources and management attention.

 Our
business may be adversely affected if we are unable to protect our technology and intellectual property from unauthorized use by third
parties.

 Our
success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely
on, and plan to continue relying on, a combination of trade secrets (including know-how), employee and third-party nondisclosure agreements,
copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, our technology.
Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially
resulting in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects,
financial condition and operating results.

 The
measures we take to protect our technology intellectual property from unauthorized use by others may not be effective for various reasons,
including the following:

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

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

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

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

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

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

 Intellectual
property and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights
to the same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign
jurisdictions may be costly, difficult or even impossible. Therefore, our intellectual property rights may not be as strong or as easily
enforced outside of the United States.

 Any
issued patent which may result from the pending patent application may come to be considered "standards essential." If this
is the case, we may be required to license certain technology on "fair, reasonable and non-discriminatory" terms, decreasing
revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of our
technology and intellectual property, and those derivative works may become directly competitive with our offerings. Finally, we may
not be able to leverage, or obtain ownership of, all technology and intellectual property developed by our vendors in connection with
design and manufacture of our products, thereby jeopardizing our ability to obtain a competitive advantage over our competitors.

 The
current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs.

 The
EV industry is new and evolving as are the standards governing EV charging which have not had the benefit of time-tested use cases. These
immature industry standards could result in future incompatibilities and issues that could require significant resources and or time
to remedy. Utilities and other large market participants also mandate their own adoption of specifications that have not become widely
adopted in the industry, may hinder innovation or slow new product or new feature introduction.

 In
addition, automobile manufacturers, such as Tesla, may choose to develop and promulgate their own proprietary charging standards and
systems, which could lock out competition for EV charging stations, or to use their size and market position to influence the market,
which could limit our market and reach to customers, negatively impacting our business.

should regulatory bodies later impose a standard that is not compatible with our infrastructure or products, we may incur significant
costs to adapt our business model to the new regulatory standard, which may require significant time and expense and, as a result, may
have a material adverse effect on our revenues or results of operations.

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

 We
may be subject to claims that charging stations have malfunctioned and persons were injured or purported to be injured due to latent
defects. Any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such
malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions.
Any of these events could adversely affect our brand, reputation, operating results or financial condition.

 Our
software platform is complex and includes a number of licensed third-party commercial and open-source software libraries. Our software
may contain latent defects or errors that may be difficult to detect and remediate. We are continuing to evolve the features and functionality
of our platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected
until after deployment to customers. In addition, if our products and services, including any updates or patches, are not implemented
or used correctly or as intended, inadequate performance and disruptions in service may result.

 Any
defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could
result in any of the following, each of which could adversely affect our business and results of operations:

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

 loss
 of existing or potential customers or partners;

 interruptions
 or delays in sales;

 equipment
 replacements;

 delayed
 or lost revenue;

 delay
 or failure to attain market acceptance;

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

 negative
 publicity and reputational harm;

 sales
 credits or refunds;

 exposure
 of confidential or proprietary information;

 diversion
 of development and customer service resources;

 breach
 of warranty claims;

 legal
 claims under applicable laws, rules and regulations; and

 the
 expense and risk of litigation.

 We
also face the risk that any contractual protections we seek to include in our agreements with customers are rejected, not implemented
uniformly or may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. In addition,
any insurance coverage or indemnification obligations of suppliers for our benefit may not adequately cover all such claims or cover
only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on our business,
operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of
funds in litigation, divert management's time and other resources and cause reputational harm.

 Interruptions,
delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use
or functionality of our subscription services, harm our business and subject us to liability.

 We
currently serve customers from third-party data center facilities operated by Amazon Web Services and Google as well as others. All our
services are housed in third-party data centers operated in the United States. Any outage or failure of such data centers could negatively
affect our product connectivity and performance. Our primary environments are operated by Google and Amazon, and any interruptions of
these primary and backup data centers could negatively affect our product connectivity and performance. Furthermore, we depend on connectivity
from our charging stations to our data centers through cellular service and virtual private networking providers, such as AT&T and
Verizon. Any incident affecting a data center facility's or cellular and/or virtual private networking services provider's
infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security
protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military
actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of our services.

 Any
damage to, or failure of, our systems, or those of our third-party providers, could interrupt or hinder the use or functionality of our
services. Impairment of or interruptions in our services may reduce revenue, subject us to claims and litigation, cause customers to
terminate their subscriptions, and adversely affect renewal rates and our ability to attract new customers. Our business will also be
harmed if customers and potential customers believe our products and services are unreliable.

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

 Continuing
technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, continuing
and increasing reliance on EV charging infrastructure and/or the use of our products and services. Our future success will depend in
part upon our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well
as introduce a variety of new product offerings to address the changing needs of the EV charging market.

 As
EV technologies change, we may need to upgrade or adapt our charging station technology and introduce new products and services in order
to serve vehicles that have the latest technology, in particular battery technology, which could involve substantial costs. Even if we
are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase,
our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.

 We
cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering
new products that meet customer requirements could damage our relationships with customers and lead them to seek alternative products
or services. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices
may cause existing and potential customers to use our competitors' products or services.

 If
we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet
customer requirements on a timely basis or that remain competitive with technological alternatives, our products and services could lose
market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected.

 We
expect to incur research and development costs and devote significant resources to developing new products, which could significantly
reduce our profitability and may never result in revenue to us.

 Our
future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing
new products that achieve market acceptance. We plan to incur significant research and development costs in the future as part of our
efforts to design, develop, manufacture and introduce new products and enhance existing products. Further, our research and development
program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue or become
profitable.

 We
may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

 We
rely on data collected through charging stations or our mobile technologies. We use this data in connection with the research, development
and analysis of our technologies, creating and delivering value-add customer services, and in assessing future charger locations as well
as charging station capacities. Our inability to obtain necessary rights to use this data or freely transfer this data could result in
delays or otherwise negatively impact our research and development and expansion efforts and limit our ability to derive revenues from
value-add customer services. For instance, consumer privacy regulations may limit our ability to make intelligent, data driven business
decisions, marketing strategy or provide microtargeting based offerings to EV drivers.

 Financial,
Tax and Accounting-Related Risks

 Our
financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause our results
for a particular period to fall below expectations, resulting in a decline in the price of our common stock.

 Our
financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety
of factors, many of which are beyond our control.

 In
addition to the other risks described herein, the following factors could also cause our financial condition and results of operations
to fluctuate on a quarterly basis:

 the
 timing and volume of new sales;

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

 the
 timing of new charger installations and new product rollouts;

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

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

 supply
 chain interruptions and manufacturing or delivery delays;

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

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

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

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

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

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

 seasonal
 fluctuations in driving patterns.

 Fluctuations
in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue, and other
operating results may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price
of the common stock.

 If
we fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our
consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

 As
a public company, we are required to provide management's attestation on internal control over financial reporting. Management
may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance
and reporting requirements that will be applicable after the Merger. If we are not able to implement the additional requirements of Section
404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may not be able to assess whether our internal control
over financial reporting is effective, which may subject us to adverse regulatory consequences and could harm investor confidence.

 In
order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that
we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

 Our
significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial
condition and results of operations.

 We
will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private
company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented
by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be
promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other
obligations on public companies. Compliance with public company requirements will increase our costs and make certain activities more
time-consuming. A number of those requirements require it to carry out activities we have not done previously. In addition, expenses
associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified
(for example, if the auditors identify a significant deficiency or additional material weaknesses in the internal control over financial
reporting), we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect its reputation
or investor perceptions. In addition, we will purchase director and officer liability insurance, which has substantial additional premiums.
The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and
the costs of related legal, accounting and administrative activities. Advocacy efforts by stockholders and third parties may also prompt
additional changes in governance and reporting requirements, which could further increase costs.

 Risks
Related to Legal Matters and Regulations

 Privacy
concerns and laws, or other regulations, may adversely affect our business.

 State
and local governments and agencies in the jurisdictions in which we operate, and in which customers operate, have adopted, are considering
adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding
consumers and other individuals, which could impact our ability to offer services in certain jurisdictions. Laws and regulations relating
to the collection, use, disclosure, security, and other processing of individuals' information can vary significantly from jurisdiction
to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating
to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises,
often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to
comply with these laws, regulations, standards, and other obligations may limit the use and adoption of our products and services, reduce
overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged
noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if we or any of
our employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers' data, it may
damage our reputation and brand.

 Additionally,
existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future and may be
inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing
laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties
for non-compliance, and limitations on data collection, use, disclosure, and transfer for us and our customers. Further, California adopted
the California Consumer Privacy Protection Act ("CCPA") and the California State Attorney General has begun enforcement actions.
Further, on November 3, 2020, California voters approved the California Privacy Rights Act ("CPRA"). Although we initiated
a compliance program designed to comply with CCPA after consulting with outside privacy counsel, we remain exposed to ongoing legal risks
related to the CCPA and the expansion of the CCPA under the CPRA, which becomes effective January 1, 2023. The costs of compliance with,
and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable
to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types
of information, such as demographic and other personal information.

 In
addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish
various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Customers may
expect that we will meet voluntary certifications or adhere to other standards established by them or third parties. If we are unable
to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business.

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

 We
and our operations, as well as those of our contractors, suppliers and customers, are subject to certain environmental laws and regulations,
including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes as well as electronic
wastes and hardware, whether hazardous or not. These laws may require us or others in our value chain to obtain permits and comply with
procedures that impose various restrictions and obligations that may have material effects on our operations. If key permits and approvals
cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations
or on a timeline that meets our commercial obligations, it may adversely impact our business.

 Environmental
and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the
supranational, national, sub-national, and/or local level or new or modified regulations that may be implemented under existing law.
The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects
on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including
those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays
in connection with our operations as well as other future projects, the extent of which cannot be predicted. For instance, California
may adopt more stringent regulation for DC fast charging by 2024. Additionally, we could be regulated as a retail electric service provider
in the future.

we currently rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous
and non-hazardous wastes. Any failure to properly handle or dispose of wastes, regardless of whether such failure is ours or our contractors,
may result in liability under environmental laws, including, but not limited to, the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA") and state analogs, under which liability may be imposed without regard to fault or degree of
contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources.
We may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource
Conservation and Recovery Act ("RCRA"), and comparable state statutes. While RCRA regulates both solid and hazardous wastes,
it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components
of our charging stations may be excluded from RCRA's hazardous waste regulations, provided certain requirements are met. However,
if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change,
we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any
such changes in the laws and regulations, or our ability to qualify the materials we use for exclusions under such laws and regulations,
could adversely affect our operating expenses. Additionally, we may not be able to secure contracts with third parties to continue their
key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and
regulations.

 Risks
Related to our Securities

 The
warrants are being accounted for as a warrant liability and are being recorded at fair value upon issuance with changes in fair value
each period reported in earnings, which may have an adverse effect on the market price of our common stock.

 As
described in our financial statements included in this prospectus, we are accounting for our issued and outstanding warrants as a warrant
liability and are recording that liability at fair value upon issuance and are recording any subsequent changes in fair value as of the
end of each period for which earnings are reported. The impact of changes in fair value on earnings may have an adverse effect on our
balance sheet and statement of operations or the market price of the Common stock.

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

 We
currently have only one executive officer and director, Jeff Kim, who after this offering will have approximately 83.25% of the voting
power of the issued and outstanding shares of our capital stock. As a result, Mr. Kim is able to exercise a significant level of control
over all matters requiring stockholder approval, including the election of directors, any amendment of the certificate of incorporation
and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control
or changes in management and will make the approval of certain transactions difficult or impossible without

 Mr.
Kim's support. In addition, under the terms of Mr, Kim's employment agreement with the Company as the sole member of the
Board of Directors of the Company Mr. Kim has sole control and decision-making power regarding his salary.

 The
Company has never paid cash dividends on its capital stock and does not anticipate paying dividends in the foreseeable future.

 We
have never paid cash dividends on our capital stock and currently intend to retain any future earnings to fund the growth of our business.
Any determination to pay dividends in the future will be at the discretion of the board of directors and will depend on financial condition,
operating results, capital requirements, general business conditions and other factors that the board may deem relevant. As a result,
capital appreciation, if any, of common stock will be the sole source of gain for the foreseeable future.

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

 The
trading price of our common stock and warrants will be volatile and could be subject to wide fluctuations in response to various factors,
some of which are beyond our control. These factors include:

 actual
 or anticipated fluctuations in operating results;

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

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

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

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

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

 actual
 or anticipated changes in laws and regulations;

 additions
 or departures of key management or other personnel;

 increased
 labor costs;

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

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

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

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

 general
 economic, political and market conditions.

 In
addition, the stock market in general, and the stock prices of technology companies in particular, have experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market
and industry factors may seriously affect the market price of our common stock, regardless of actual operating performance. In addition,
in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities
class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial
costs and a diversion of management's attention and resources.

 If
we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately
or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely
impact the trading price of our common stock.

 Effective
internal controls are necessary for us to provide reliable financial reports and prevent fraud. There exist material weaknesses in our
internal controls as of May 31, 2023, identified below. If we cannot provide reliable financial reports or prevent fraud, we may not
be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation
with investors may be harmed. With each prospective acquisition we may make we will conduct whatever due diligence is necessary or prudent
to assure us that the acquisition target can comply with the internal control requirements of the Sarbanes-Oxley Act. Notwithstanding
our diligence, certain internal control deficiencies may not be detected at acquired entities. As a result, any internal control deficiencies
may adversely affect our financial condition, results of operations, and access to capital.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal financial controls such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely
basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate
steps to remediate our material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that
these initiatives will ultimately have the intended effects.

 Any
failure to maintain effective internal controls could adversely impact our ability to report our financial position and results from
operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding
of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations
by the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective
internal controls could also cause investors to lose confidence in our reported financial information which could have a negative effect
on the trading price of our stock.

 The
material weaknesses we identified in our internal controls were:

 (i)
we did not maintain financial close process and procedures that were adequately designed, documented and executed to support the accurate
and timely reporting of our financial results. As a result, we made a number of manual post-close adjustments necessary in order to prepare
the financial statements included in this registration statement; and

 (ii)
we did not maintain effective controls to provide reasonable assurance that accounts were complete and accurate and agreed to detailed
support, and that account reconciliations were properly performed, reviewed and approved. While these activities should be performed
in the ordinary course of our preparing our financial statements, we instead needed to undertake significant efforts to complete reconciliations
and investigate items identified in those reconciliations during the course of our financial statement audit.

 We
have begun taking steps and plan to take additional measures to remediate the underlying causes of the material weakness, primarily through
the development and implementation of formal policies, improved processes and documented procedures, as well as engaging an outside CPA
to assist with this process and, when our finances allow that we expect to occur in the near future, the hiring of additional finance
personnel.

 We
can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses or that any
additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain
adequate internal control over financial reporting or circumvention of these controls.

 The
market price of our common stock could be adversely affected by sales of substantial amounts of our common stock in the public or private
markets or the perception in the public markets that these sales may occur.

 As
of May 22, 2024, we have 48,478,678 shares of our common stock issued and outstanding. In addition, we have agreed to register under
the terms of this registration statement the shares of common stock and warrants to purchase shares of our common stock and warrants.
We cannot predict the size of future issuances of common stock or securities convertible into common stock or the effect, if any, that
future issuances or sales of shares of common stock will have on the market price of common stock. Sales of substantial amounts of common
stock, or the perception that such sales could occur, may adversely affect prevailing market prices of common stock.

 Because
we have no current plans to pay cash dividends on common stock for the foreseeable future, you may not receive any return on investment
unless you sell common stock for a price greater than that which you paid for it.

 We
may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends
for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion
of the Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions
and other factors that the Board may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing
and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in common
stock unless you sell common stock for a price greater than that which you paid for it.

 If
securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they
change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

 The
trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If
no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If
any of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable
relative recommendations about our competitors, the price of our shares of common stock would likely decline. If any analyst who may
cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets,
which in turn could cause our share price or trading volume to decline.

 Item
1B. Unresolved Staff Comments

 None

 ITEM
1C. CYBERSECURITY

 We
use, store and process data for and about our customers, employees, partners and suppliers. We have implemented a cybersecurity risk
management program that is designed to identify, assess, and mitigate risks from cybersecurity threats to this data, our systems and
business operations.

 Cyber
Risk Management and Strategy

 Under
the oversight of the Board of Directors since we do not currently have an Audit Committee, we have implemented and maintain a risk management
program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our
cybersecurity oversight and operational processes are integrated into our overall risk management processes, and cybersecurity is one
of our designated risk categories. We implement a risk-based approach to the management of cyber threats, supported by cybersecurity
technologies, including automated tools, designed to monitor, identify, and address cybersecurity risks. In support of this approach,
our IT security team implements processes to assess, identify, and manage security risks to the company, including in the pillar areas
of security and compliance, application security, infrastructure security, and data privacy. This process includes regular compliance
and critical system access reviews. In addition, we conduct application security assessments, vulnerability management, penetration testing,
security audits, and ongoing risk assessments as part of our risk management process. We also maintain an incident response plan to guide
our processes in the event of an incident.

 We
utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises
and to conduct security testing. We utilize well-known cloud-based technologies and service providers such as Amazon AWS, Microsoft Office,
and Google enterprise to provide protection against cybersecurity threats. We have a special email encryption from Google that protect
against cyberthreats.

we have processes in place to evaluate potential risks from cybersecurity threats associated with our use of third-party service providers
that will have access to our data, including a review process for such providers' cybersecurity practices, risk assessments, contractual
requirement, and system monitoring.

 We
continue to evaluate and enhance our systems, controls, and processes where possible, including in response to actual or perceived threats
specific to us or experienced by other companies.

 Risks
from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition.
For more information, please see Item 1A. Risk Factors, the section titled "Risk Factors— Risks Related to Our Company and
Our Business— Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security
and privacy breaches and interruption in service, which could harm our business.

 Item
2. Properties

 Not
applicable.

 Item
3. Legal Proceedings.

 There
are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company's knowledge,
threatened by or against the Company or respecting its operations or assets, or by or against any of the Company's officers, directors,
or affiliates.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II.

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is quoted on the OTC QB Market under the symbol "SPEV".

 Our
shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the "penny stock"
rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.
These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of
shareholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors
must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals
with assets in excess of $1,000,000 (not including their personal residence) or annual income exceeding $200,000 or $300,000 together
with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser's written
consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the
penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and
the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing
recent price information for the penny stocks.

 Holders

 As
of June 13, 2024 there were approximately 734 registered holders of record of our common stock, in addition to other persons who are beneficial
owners of our common stock held in street name. The transfer agent and registrar for our common stock is Olde Monmouth Stock Transfer,
200 Memorial Pkwy, Atlantic Highlands, NJ 07716. Their telephone number is (732) 872-2727.

 Dividends

 We
have not paid cash or stock dividends and have no present plan to pay any dividends, intending instead to reinvest our earnings, if any.
For the foreseeable future, we expect to retain any earnings to finance the operation and expansion of our business and the payment of
any cash dividends on our common stock is unlikely.

 Recent
Sales of Unregistered Securities

 None

 Issuer
Purchase of Securities

 We
did not repurchase any of our securities during our fiscal year ended February 29, 2024.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operation

 Results
of Operations

 Year
Ended February 29, 2024, Compared to the Year Ended February 28, 2023

and Cost of Revenue

 We
had total revenue of $19,610 and $25,286 for the years ended February 29, 2024 and February 28, 2023, respectively, a decrease of $5,676
or 22.4%. We had costs of revenue of $49,380 and $43,648, respectively, and a deduction for revenue share of $5,906 and $1,887, respectively,
for gross margins of ($35,676) and ($20,239), respectively.

 Professional
Fees

 For
the year ended February 29, 2024, the company incurred $270,067 of professional fees compared to $27,249 for the year ended February
28, 2023, an increase of $242,818. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the
current period we had an increase in all fees as a result of the merger and the required fees of being a public company. In addition,
we issued shares of common stock for total non-cash expense of $198,279. Excluding this one-time non-cash expense, $71,788 was incurred
for professional fees.

 General
and Administrative Expense

 For
the year ended February 29, 2024, the company incurred $114,581 of G&A expenses compared to $47,487 for the year ended February 28,
2023, an increase of $67,094 or 141.3%. In the current period we had an increase of insurance expense of ~$16,8000, transfer agent fees
of ~$10,000, licenses & fees of ~$6,000 and other expenses associated with being an SEC company ~$13,700.

 Consulting
Expense

 For
the year ended February 29, 2024 and year ended February 28, 2023, we recognized $50,903 and $15,750, respectively, of consulting expense.
This increase was primarily for grant writing, engineering services and other consultants that were brought on after the merger to bolster
access to government contracts and grant opportunities and expand product offerings.

 Officer

 For
the year ended February 29, 2024 and year ended February 28, 2023, we had officer compensation expense of $120,000 and $144,800, respectively,
a decrease of $24,800 or 17.1%.

 Other
Income/Expense

 For
the year ended February 29, 2024 and year ended February 28, 2023, we had total other expense of $77,725 and $60,005, respectively. In
the current period we recognized $77,790 of interest expense, offset with $65 of other income. In the prior period we recognized a loss
on impairment of $46,063, $14,968 of interest expense offset with $1,026 of other income.

 Net
Loss

 For
the year ended February 29, 2024 and, we had a net loss of $668,952 compared to $315,524 for the year ended February 28, 2023, an increase
of $353,428. We had an increase in our net loss primarily due to the stock issued for services discussed above.

 Liquidity
and Capital Resources

 Operating
Activities

 For
the year ended February 29, 2024, the company used $346,594 of cash in operating activities compared to $303,332 for the year ended February
28, 2023.

 Financing
Activities

 During
the year ended February 29, 2024, we repaid $154,156 of related party loans. During the year ended February 28, 2023, we received $660,000
from the sale of common stock. We repaid $1,557 of related party loans and $7,240 on a loan payable.

 Critical
Accounting Policies

 Refer
to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently
adopted and issued accounting standards.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 Item
8. Financial Statements and Supplementary Data

TECHNOLOGIES, INC.

 TABLE
OF CONTENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID 6631)

 Balance Sheets as of February 29, 2024 and February 28, 2023

 Statements of Operations for the Years Ended February 29, 2024 and February 28, 2023

 Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended February 29, 2024 and February 28, 2023

 Statements of Cash Flows for the Years Ended February 29, 2024 and February 28, 2023

 Notes to the Financial Statements

 F- 1

 Report of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders

 of
Shorepower Technologies Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Shorepower Technologies Inc. (the "Company") as of February 29, 2024 and
February 28, 2023 and the related statements of operations, stockholders' deficiency, and cash flows for the years then ended,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of Shorepower Technologies Inc. as of February 29, 2024 and February
28, 2023, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally
accepted in the United States.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Going
Concern Uncertainty

 The
accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company's present financial situation raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to this matter are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition– Refer to Note 2

 Critical
Audit Matter Description

recognition was identified as the critical audit matter due to its significance and risks to the financial statements as a whole. The
sale is from services and products

 How
the Critical Audit Matter was Addressed in the Audit:

 Our
principal audit procedures related to the Company's sales included:

 1.

 Reviewed
 the Company's revenue recognition process and ascertained the Company has adopted ASC 606.

 2.

 Performed
 detail testing on sales to ascertain sales are valid and accurate

 3.

 Performed
 sales cutoff procedures to verify sales are recorded in the proper period.

 4.

 Considered
 the adequacy of the disclosure in the financial statements in relation to sales.

 Qi CPA LLC

 Valley
Stream, New York

 June
13, 2024

 We
have served as the Company's auditor since 2020.

 PCAOB
ID: 6631

 F- 2

 BALANCE
SHEETS

 February 29,

 February 28,

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $
 177,088

 $
 114,851

 Funds held in escrow

 —

 553,000

 Prepaids

 8,932

 Note receivable

 15,000

 —

 Inventory

 7,359

 6,880

 Total Current Assets

 208,379

 $
 675,266

 Non-Current Assets:

 Other asset

 1,000

 1,000

 Total non-current assets

 1,000

 1,000

 Total Assets

 $
 209,379

 $
 676,266

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 54,994

 106,394

 Accrued officer compensation – related party

 140,000

 Accrued interest – related party

 92,734

 14,944

 Notes payable – related party

 125,773

 105,689

 Note payable

 111,395

 111,395

 Total Current Liabilities

 524,896

 358,422

 Notes payable, net of current portion – related party

 995,125

 1,164,365

 Total Liabilities

 1,520,021

 1,522,787

 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

 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

 802,692

 615,284

 Accumulated deficit

 ( 2,575,667
)

 ( 1,913,702
)

 Treasury stock, at cost; 39,975 shares of common stock

)

)

 Total Stockholders' Deficit

 ( 1,310,642
)

 ( 846,521
)

 Total Liabilities and Stockholders' Deficit

 $
 209,379

 $
 676,266

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

 F- 3

 STATEMENTS
OF OPERATIONS

 For the Years Ended

 Service revenue

 $
 14,201

 $
 19,906

 Product sales

 5,409

 2,375

 Total revenue

 19,610

 22,281

 Cost of revenue

 ( 49,380
)

 ( 43,648
)

 Less revenue share

 ( 5,906
)

 ( 1,877
)

 Gross margin

 ( 35,676
)

 ( 23,244
)

 Operating Expenses:

 Professional fees

 273,067

 27,249

 General and administrative

 104,594

 47,481

 Consulting

 50,903

 15,750

 Officer compensation

 120,000

 144,800

 Total operating expenses

 548,564

 235,280

 Loss from Operations

 ( 584,240
)

 ( 258,524
)

 Other Income (Expense):

 Other income

 4,031

 Interest expense

 ( 77,790
)

 ( 14,968
)

 Impairment of fixed asset

 —

 ( 46,063
)

 Total other expense

 ( 77,725
)

 ( 57,000
)

 Net loss

 $
 ( 661,965
)

 $
 ( 315,524
)

 Loss per Common Share: Basic and Diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted Average Number of Common Shares: Basic and Diluted

 48,138,445

 47,133,596

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

 F- 4

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
THE YEARS ENDED FEBRUARY 29, 2024 and FEBRUARY 28, 2023

 Capital

 Deficit

 Issued

 (Deficit)

 Common Stock

 Series A
Preferred Stock

 Series B
Preferred Stock

 Additional
Paid-in

 Accumulated

 Common Shares
To be

 Treasury Stock

 Total Stockholders'
Equity

 Capital

 Deficit

 Issued

 (Deficit)

 Balance, February 28, 2022

 7,146,202

 $
 71,462

 1,105,644

 $
 11,057

 —

 $
 —

 $
 ( 1,737,030
)

 $
 ( 1,598,178
)

 $
 1,699,146

 $
)

 $
 ( 1,595,997
)

 Common stock issued for director services

 250,000

 2,500

 —

 —

 —

 —

 65,000

 —

 —

 —

 —

 Common stock issued for officer compensation

 500,000

 5,000

 —

 —

 —

 —

 130,000

 —

 —

 —

 —

 135,000

 Common stock issued for services – related party

 500,000

 5,000

 —

 —

 —

 —

 130,000

 —

 —

 —

 —

 135,000

 Common stock issued for services

 250,000

 2,500

 —

 —

 —

 —

 65,000

 —

 —

 —

 —

 Shares issued for pending acquisition

 26,089,758

 260,898

 —

 —

 ( 280,898
)

 —

 —

 —

 —

 —

 Common stock sold for cash

 11,000,000

 110,000

 —

 —

 —

 —

 550,000

 —

 —

 —

 —

 660,000

 Conversion of preferred stock to common stock

 1,699,146

 16,991

 ( 1,105,644
)

 ( 11,057
)

 —

 —

 1,693,212

 —

 ( 1,699,146
)

 —

 —

 —

 Net Loss

 —

 —

 —

 —

 —

 —

 —

 ( 315,524
)

 —

 —

 —

 ( 315,524
)

 Balance, February 28, 2023

 47,435,106

 474,351

 —

 —

 615,284

 ( 1,913,702
)

 —

)

 ( 846,521
)

 Balance

 47,435,106

 474,351

 —

 —

 615,284

 ( 1,913,702
)

 —

)

 ( 846,521
)

 Common stock issued for services

 1,043,572

 10,436

 —

 —

 —

 —

 187,408

 —

 —

 —

 —

 198,844

 Net Loss

 —

 —

 —

 —

 —

 —

 ( 661,965
)

 —

 —

 —

 ( 661,965
)

 Balance, February 29, 2024

 48,478,678

 $
 484,787

 —

 $
 —

 $

 $
 802,692

 $
 ( 2,575,667
)

 $
 —

 $
)

 $
 ( 1,310,642
)

 Balance

 48,478,678

 $
 484,787

 —

 $
 —

 $

 $
 802,692

 $
 ( 2,575,667
)

 $
 —

 $
)

 $
 ( 1,310,642
)

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 For Years Ended

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 661,965
)

 $
 ( 315,524
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Impairment expense

 —

 46,063

 Common stock issued for services

 197,844

 —

 Adjustment for reverse merger

 —

 ( 189,911
)

 Depreciation expense

 —

 5,133

 Changes in operating assets and liabilities:

 Inventory

 ( 479
)

 ( 2,611
)

 Prepaids

 ( 8,397
)

 31,673

 Note receivable

 ( 15,000
)

 —

 Accounts payable and accrued expenses

 ( 51,400
)

 ( 22,955
)

 Accrued interest – related party

 77,790

 —

 Accrued officer compensation

 120,000

 144,800

 Net cash used in operating activities

 ( 341,607
)

 ( 303,332
)

 Cash Flows from Investing Activities

 —

 —

 Cash Flows from Financing Activities:

 Proceeds from the sale of common stock

 -

 660,000

 Repayment of loan payable

 —

 ( 7,240
)

 Repayment of related party loan

 ( 149,156
)

 ( 1,557
)

 Net cash used in financing activities

 ( 149,156
)

 651,203

 Net change in cash

 ( 490,763
)

 347,871

 Cash, beginning of period

 114,851

 319,980

 Funds held in escrow, beginning of period

 553,000

 —

 Cash, end of period

 $
 177,088

 $
 667,851

 Supplemental disclosures of cash flow information:

 Interest paid

 $
 —

 $
 —

 Income tax paid

 $
 —

 $
 —

 Supplemental disclosure of non-cash activity:

 Common stock issued for services prior to reverse merger

 $
 —

 $
 337,500

 Common stock issued for services prior to reverse merger – related party

 $
 —

 $

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

 F- 6

 NOTES
TO FINANCIAL STATEMENTS

 FEBRUARY
29, 2024

 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 consolidated financial
statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).

 F- 7

 As
a result of the merger transaction the Company reduced its accumulated deficit and increased its additional paid in capital by approximately
$ 5,872,000.

 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

 Basis
of Presentation

 The
Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP").

 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, useful lives of long-lived assets and recoverability
of those assets, impairment in fair value of goodwill.

 Concentration
of Credit Risk

 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.

 Stock-based

 In
June 2018, the FASB issued ASU 2018-07, Compensation
– Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU
2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal
years beginning after December 15, 2018, and interim periods within those annual periods.

 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 for the years ended February 29, 2024 or February 28, 2023.

 F- 8

 Fair
Value of Financial Instruments

 The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure
the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 Level
 1:

 Quoted
 market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level
 2:

 Pricing
 inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the
 reporting date.

 Level
 3:

 Pricing
 inputs that are generally unobservable inputs and not corroborated by market data.

 The
carrying amount of the Company's financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate
their fair value because of the short maturity of those instruments. The Company's notes payable approximate the fair value of
such instruments based upon management's best estimate of interest rates that would be available to the Company for similar financial
arrangements on F February 29, 2024.

 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. As of February 29, 2024 and February 28, 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.

 Income
Taxes

 Income
taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future
tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or
settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred
tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on
matters that may, at least in part, be beyond the Company's control, it is at least reasonably possible that management's
judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. As of February 29, 2024 and February 28, 2023, no liability for unrecognized
tax benefits was required to be reported.

 F- 9

 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 February 29, 2024 and February 28, 2023, was $ 7,359 and $ 6,880, respectively.

 Accounts
Receivable

 Revenues
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. February 29, 2024,
management has determined that an allowance for doubtful accounts is not required as all amounts are considered to be collectible.

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.

 Cost
of Revenue

 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.

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.

 Recently
Issued Accounting Pronouncements

 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 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 $ 2,575,667 as of February 29, 2024,
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.

 F- 10

 NOTE
4 – NOTE RECEIVABLE

 On
November 25, 2023, the Company entered into a Promissory Note Agreement with Convoy Solutions, LLC ("Convoy"), for
$ 40,000.
The note is non-interest bearing but does incur a 1% weekly fee on the amount outstanding. The Note matured on December
18, 2023. As of February 29, 2024, the balance due is $ 15,000.

 NOTE
5 – LOAN PAYABLE

 As
of February 29, 2024 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.

 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 February 29, 2024 and February 28, 2023, the balance due on
this note is $ 58,044
and $ 183,500,
respectively. As of February 29, 2024 and February 28, 2023, there is $ 19,831
and $ 14,944, 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 is to begin monthly payments of principal and interest on April 1, 2023, or within one year without penalty.
As of February 29, 2024, there is $ 225,254 and $ 14,563 of principal and interest due on
this note, respectively.

 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 February 29, 2024,
there is $ 837,600 and $ 58,341 of principal and interest due on this note, respectively.

 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. Mr. Kim is still entitled to his $ 10,000 monthly salary. As of February
29, 2024 and February 28, 2023, there is $ 140,000 and $ 20,000, of accrued compensation due to Mr. Kim.

 NOTE
7 – COMMON STOCK

 On October 27, 2022, the following common
stock issuances occurred:

 the Company granted 250,000
 shares of common stock to Millennial Investments,
LLC for consulting services per the terms of a consulting agreement. The shares were valued at $ 0.27,
the closing stock price on the date of grant, for total non-cash expense of $ 67,500.

 the Company granted 250,000 shares of common stock to Avenal
Financial Group, a company owned Michael Pruitt, for director services. The shares were valued at $ 0.27, the closing stock price on the
date of grant, for total non-cash expense of $ 67,500.

 the Company granted 500,000 shares of common
stock to EROP Enterprise for consulting services per the terms of a consulting agreement. The shares were valued at $ 0.27, the closing
stock price on the date of grant, for total non-cash expense of $ 135,000.

 On the Company granted 500,000 shares of
common stock to Thirty-05, LLC, a company owned by Saeb Jannoun, for officer and director services. The shares were valued at $ 0.27, the
closing stock price on the date of grant, for total non-cash expense of $ 135,000.

 On
February 17, 2023, the Company sold 11,000,000 shares of common stock through the purchase of units at a price of $ 0.06 per unit, each
unit consisting of one share of its common stock and one warrant to purchase shares of its common stock, for total proceeds of $ 660,000.
Funds held at escrow after deducting legal and investor relation expenses was $ 553,000 as of February 28, 2023. The funds held in escrow
were transferred to the Company in March 2023.

 On February 23, 2023, pursuant to the
terms of the merger with Shorepower, the Company granted 2,000,000 shares of Series B preferred stock and 26,089,758 shares of common
stock to Jeff Kim, the CEO of Shorepower and new CEO of SPEV.

 On
March 4, 2023, 1,105,679 shares of Series A Preferred stock were cancelled, and 1,699,146 shares of common stock were issued (Note 8).

 F- 11

 On
August 30, 2023, the 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.

 As
of February 29, 2024 and February 28, 2023, there are 48,478,678
and 47,435,106 shares of common stock outstanding, respectively.

 NOTE
8 – PREFERRED STOCK

 On
March 4, 2023, 1,105,679 shares of Series A Preferred stock were cancelled, and 1,699,146 shares of common stock were issued (Note 7).

 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 February 29, 2024, 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 February 29, 2024 and as of February 28, 2023, there are 2,000,000 shares
of Series B issued and outstanding.

 NOTE
9 – WARRANTS

 On
February 17, 2023, the Company sold 11,000,000 shares of common stock through the purchase of units at a price of $ 0.06 per unit, each
unit consisting of one share of common stock and one warrant to purchase common stock, for total proceeds of $ 660,000. The Warrants are
exercisable for shares of the Company's common stock at a price of $ 0.25 per share and expire two years from the date of issuance.
 The warrants are callable by the Company if its common stock trades at $0.75 for at 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, which has been accounted for in additional paid in capital.

 In
accordance to ASC 815-40, an equity-linked financial instrument can be classified in equity only if it (1) is indexed to the reporting
entity's own stock and (2) meets all other conditions for equity classification. The warrants are classified as equity instruments
because a fixed amount of cash is exchanged for a fixed amount of equity.

 The
fair value of the warrants was determined using the Black-Scholes option pricing model which requires the input of subjective assumptions,
the expected life of the warrants, and the expected stock price volatility. The assumptions used in calculating the fair value of stock-based
awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment.
As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different
for future awards.

 The
assumptions used to determine the fair value of the Warrants as follows:

 SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS

 Expected life (years)

 Risk-free interest rate

 4.78
 %

 Expected volatility

 224.92
 %

 Dividend yield

 %

 The
expected life of 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.

 F- 12

 For
stock price volatility, the Company calculated its expected volatility based on the historical closing price of its common stock, par
value $ 0.01 per share. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the
warrant at the grant-date.

 SCHEDULE OF WARRANT ACTIVITY

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Weighted Average
 Remaining Contract Term

 Intrinsic Value

 Outstanding, February 28, 2023

 11,000,000

 $
 0.25

 Issued

 —

 $
 —

 —

 Cancelled

 —

 $
 —

 —

 Exercised

 —

 $
 —

 —

 Outstanding, February 29, 2024

 11,000,000

 $
 0.25

 1.47

 $
 660,000

 NOTE
10 – INCOME TAXES

 Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of
the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The U.S. federal income tax rate of 21 % is being used.

 Net
deferred tax assets consist of the following components as of February:

 SCHEDULE
OF NET DEFERRED TAX ASSETS

 2024

 2023

 Deferred tax assets:

 NOL Carryover

 $
 ( 409,300
)

 $
 ( 345,100
)

 Less: valuation allowance

 409,300

 345,100

 Net deferred tax asset

 $
 –

 $
 –

 The
income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from
continuing operations for the period ended, due to the following:

 SCHEDULE OF INCOME TAX PROVISION

 Deferred Tax Assets:

 Book Loss

 $
 ( 139,000
)

 $
 ( 125,400
)

 Related Party Accruals

 5,200

 –

 Other nondeductible expenses

 41,500

 85,100

 Less valuation allowance

 92,300

 40,300

 Net deferred tax provision

 $
 –

 $
 –

 At
February 28, 2024, the Company had net operating loss carry forwards of approximately $ 1,574,000 that may be offset against future taxable
income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act,
the Company carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried
back to tax years in the five-year carryback period. No tax benefit has been reported in the February 29, 2024, financial statements
since the potential tax benefit is offset by a valuation allowance of the same amount.

 Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by
tax authorities for years before 2016.

 NOTE
11 – SUBSEQUENT EVENTS

 In
accordance with ASC 855-10 the Company has analyzed its operations subsequent to February 29, 2024, and to the date these financial statements
were issued and has determined that it does not have any subsequent events to disclose in these financial statements.

 F- 13

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures.

 Management's
Report Disclosure Controls and Procedures

 Item
9B. Other Information

 None

 Item
9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections

 None

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
following persons served as our directors and executive officers for the fiscal years ended February 29, 2024 and February 28, 2023.
Each director holds office until the next annual meeting of the stockholders or until his successor has been duly elected and qualified.
Each executive officer serves at the discretion of the Board of Directors of the Company.

 Name

 Age

 Position

 Jeff
 Kim (1)

 CEO,
 President and Director

 Saeb
 Jannoun (2)

 Former
 Chairman of the Board and President

 Michael
 D. Pruitt (2)

 Former
 Board Member

 (1)

 Appointed
 March 22, 2023.

 (2)

 Resigned
 all positions March 22, 2023.

 Background
of Executive Officers and Directors

 Mr.
Kim has been involved with truck idle-reduction technologies for more than 20 years as an engineering consultant and design specialist.
In a project sponsored by NYSERDA (New York State Energy Research & Development Authority), he performed an operational analysis
of competing off-board truck stop electrification (TSE) facilities which helped develop a comprehensive understanding of the technical
issues of TSE technologies. He then led the design of the simpler and more cost effective Shorepower TSE infrastructure system that includes
power and entertainment connections: electrical power, video, and wireless Internet. He also led the design team responsible for the
engineering and assembly of Shorepower's comprehensive unattended automated payment and control system. Mr. Kim presented preliminary
findings for the TSE demonstrations at the Transportation Research Board's 83rd Annual Meeting in Washington, DC in January 2004.

 Mr.
Kim has been responsible for all Shorepower corporate operations and will continue to work with local, state and regional stakeholders
to develop a strong market position for electric transportation infrastructure. He will continue to recommend product improvements and
establish R&D objectives, lead product engineering, manage assimilation of data collected from electrified facilities, and oversee
site construction and deployment activities at future locations. Mr. Kim has also been intimately involved with an Electric Power Research
Institute (EPRI) effort to develop electrical codes and standards for electric transportation power infrastructure. In February 2007
(  the group submitted
recommended standards to the National Electric Code (NEC), which is now in the National Electrical Code Handbook, used by the majority
of jurisdictions throughout North America.

 In
2005 Mr. Kim completed the development and demonstration of a higher power Shorepower variant to provide electrical power to electric
standby transport refrigeration units (eTRU) on trailers, to keep refrigerated loads, such as meats, ice cream and pharmaceuticals, cool
while stopped (or during loading/unloading). This technology leveraged the existing Shorepower system design, but with significantly
increased power ratings that can employ a simplified automated control system. This system was the first of its kind deployed to two
warehouses in New York but is now commonly used as a more efficient and clean alternative to running diesel TRUs.

 Mr.
Kim performed an operational analysis of TSE facilities as part of the work sponsored by the U.S. Department of Energy and has a comprehensive
understanding of the technical attributes of these technologies. This $20 million project commissioned over 50 facilities with over 1,800
individual electrified parking spaces in 31 states. Jeff was also instrumental in the engineering and construction management of these
facilities, which includes design, cost considerations, safety, vehicle access/egress and maintenance of these facilities. This project
was conducted from 2010 through 2015 with the majority of the construction activity completed in 2012 through 2013.

 Mr.
Kim was appointed by Oregon's governor to the Alternative Fuels Infrastructure Working Group which helped develop the State's
electrification plan. in September 2008 ( This plan provided guidance
to jurisdictions within the state to help adopt electric vehicle (EV) friendly zoning and planning codes and standards.

 Mr.
Kim also consulted for TEPCO (Tokyo Electric Power Company) in 2008, to help develop a transportation electrification plan in Japan and
how to capitalize on providing electricity to power the transportation sector.

 Mr.
Kim led the engineering team that designed, manufactured and installed some of the first (SAE J1772) Level 2 charging stations in the
world in 2009, to prepare for the arrival of the first current generation of electric vehicles in 2010+. In partnership with PGE, an
electric utility company in Oregon, this program deployed over 300 charging points in and around Oregon to help prepare for the introduction
of the first electric vehicles to hit the market that included the Nissan Leaf and Chevy Volt.

 Mr.
Kim received a Bachelor's Degree in Renewable Energy Resources from the University of California-Berkeley in 1995 and a Masters
in Mechanical Engineering from the University of Maryland at College Park in 2003.

 Saeb
Jannoun, CEO. Saeb is a serial entrepreneur, and investor since 1994. Mr. Jannoun has a Bachelor's in business administration and
a CFP degree. He has been the CEO and a Board Member of several public companies and is currently the CEO of United States Basketball
League Inc. Mr. Jannoun is the founder of Tess Holdings LLC, Living 360 LLC and Thirty 05 LLC., which concentrate on investments ranging
from health care to real estate. One of the main goals attributed to Mr. Jannoun's leadership is finding the best partners for
companies he is involved in and building shareholder value.

 Michael
D. Pruitt joined our Board of Directors in April 2021. He founded Avenel Financial Group, a boutique financial services firm concentrating
on emerging technology company investments in 1999. In 2001, he formed Avenel Ventures, a technology investment and private venture capital
firm. In February 2005, Mr. Pruitt formed Chanticleer Holdings, Inc., then a public holding company (now known as Sonnet BioTherapeutics
Holdings, Inc.), and he served as Chairman of the Board of Directors and Chief Executive Officer until April 1, 2020, at which time the
restaurant operations of Chanticleer Holdings were spun out into a new public entity, Amergent Hospitality Group, Inc., where Mr. Pruitt
has served as its Chairman and Chief Executive Officer to date. Mr. Pruitt also served as a director on the board of Hooters of America,
LLC from 2011 to 2019. Mr. Pruitt received a B.A. degree from Costal Carolina University. He currently sits on the Board of Visitors
of the E. Craig Wall Sr. College of Business Administration, the Coastal Education Foundation Board, and the Athletic Committee of the
Board of Trustees. Mr. Pruitt's over 15 years of day-to-day operational leadership and service as a board member at public companies
Chanticleer Holdings, IMAC Holdings and Amergent Hospitality Group make him well qualified as a member of the Board. He also brings transactional
expertise in mergers and acquisitions and capital markets.

 The
Company does not have a separate audit committee. The Board of Directors functions as the audit committee.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who own more than
ten percent of a registered class of its equity securities to file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission. These persons are required by SEC regulation to furnish the Company with copies of all Forms
3, 4 and 5 they file with the SEC. Based solely upon our review of the copies of the forms the Company has received, we believe that
all such persons complied on a timely basis with all filing requirements applicable to them with respect to transactions during fiscal
2023.

 Code
of Ethics

 Following
the merger with Shorepower, we have adopted a Code of Ethics applicable to its principal executive officer, and principal financial officer
which is available on our website. The Board is responsible for overseeing the Code of Conduct and must approve any waivers of the Code
of Conduct for employees, executive officers and directors. Any amendments to the Code of Conduct, or any waivers of its requirements,
will be disclosed on our website.

 Item
11. Executive Compensation

 The
following table sets forth information with respect to all compensation paid by us to our Chief Executive Officer for the last two fiscal
years ended February 29, 2024 and February 28, 2023:

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary
($)

 Bonus
($)

 Stock
Awards
($)

 Option
Awards
($)

 Non-Equity
Incentive Plan
($)

 Nonqualified
Deferred
Earnings
($)

 All Other
($)

 Total

 Jeff Kim

 2024

 $

 $

 $

 $

 $

 $

 $

 $

 CEO, Director

 2023

 $

 $

 $

 $

 $

 $

 $

 $

 Employment
Agreements

 We
entered into an executive employment agreement with our 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 his base salary cannot exceed $10,000 per month for the nine months from the date of the employment agreement.
Alternatively, 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. Mr. Kim's employment agreement provides that he is
eligible for bonuses in cash and/or stock as mutually agreed to by Mr. Kim and the Board, restricted stock and stock option awards at
the discretion of the Board and to participate in the Company's health and welfare benefit plans maintained for the benefit of
Company employees. Mr. Kim has declined to participate in any annual cash bonus program provided by the Company, without regard to his
eligibility for any such program. Mr. Kim's employment agreement contains customary confidentiality, non-solicitation and intellectual
property assignment provisions.

 Pursuant
to the employment agreement, i n the event of a termination for good reason by Mr. Kim, he will
receive 12 months of his then-current base salary to be paid over a period of six months and an acceleration of vesting for all unvested
stock or stock option grants.

 The
foregoing description of the employment agreement with Mr. Kim is a summary only and is qualified in its entirety by the full text of
the employment agreement, a copy of which is incorporated herein by reference to Exhibit 10.5 in the Current Report on Form 8-K filed
with the SEC on March 27, 2023.

 Outstanding
Equity Awards at Fiscal Year-End

 None.

 Director

 Name and Principal Position

 Fees
Earned
or Paid
in Cash
($)

 Stock
Awards
($)

 Option
Awards
($)

 Non-Equity
Incentive Plan
($)

 Nonqualified
Deferred
Earnings
($)

 All Other
($)

 Total

 Michael Pruitt

 $

 $

 $

 $

 $

 $

 $

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information as of May __ 2024, with respect to the beneficial ownership of our outstanding Common
Stock by (i) any holder of more than five (5%) percent thereof; (ii) each of our officers and directors and (iii) directors and officers
of the Company as a group.

 The
address of each holder listed below, except as otherwise indicated, is c/o Shorepower, Inc., 5291 NE Elam Young Pkwy., Suite 160, Hillsboro,
OR 97124.

 Name and Address of Beneficial Owner

Beneficially

 owned of

Common Stock

 Percent of

Common

 Stock Beneficially

Owned

 Directors and Named Executive Officers:

 Jeff Kim

 26,089,758

 %

 5% Holders:

 EROP Enterprises LLC (1)

 %

 (1)
EROP Enterprises LLC is managed by Vince Sbarra who has sole voting and dispositive power over the shares held EROP Enterprises LLC.
The business address of this stockholder is 3000 Millcreek Avenue, Suite 375, Alpharetta, Georgia 30022.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 During
the year ended February 28, 2023, the Company granted 500,000 shares of common stock to EROP for services per the terms of a consulting
agreement. The shares were valued at $0.27, the closing stock price on the date of grant, for total non-cash expense of $135,000.

 During
the year ended February 28, 2023, the Company granted 500,000 shares of common stock to Thirty-05, LLC, a company owned by Saeb Jannoun,
for officer and director services. The shares were valued at $0.27, the closing stock price on the date of grant, for total non-cash
expense of $135,000.

 During
the year ended February 28, 2023, the Company granted 250,000 shares of common stock to Michael Pruitt for director services. The shares
were valued at $0.27, the closing stock price on the date of grant, for total non-cash expense of $67,500.

 On
February 23, 2023, pursuant to the terms of the merger with Shorepower, the Company granted 2,000,000 shares of Series B preferred stock
and 26,089,758 shares of common stock to Jeff Kim, the CEO of Shorepower and new CEO of SPEV.

 Item
14. Principal Accountant Fees and Services

 Below
is the aggregate amount of fees billed for professional services rendered by QI CPA LLC our principal accountants with respect to our
last two fiscal years.

 2024

 2023

 Audit fees

 $
 18,000

 $
 -

 Audit related fees

 $
 -

 $
 -

 Tax fees

 $
 -

 $
 -

 All other fees

 $
 -

 $
 -

 Total

 $
 18,000

 $
 -

 All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years were approved by our
board of directors.

 Audit
Fees

 Consist
of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements
included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory
filings or engagements.

 Audit
Related Fees

 Consist
of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial
statements and are not reported under "Audit Fees".

 Tax
Fees

 Consist
of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal
and state income tax returns.

 All
Other Fees

 Consist
of fees for product and services other than the services reported above.

 PART
VI

 Item
15. Exhibits

 The
following exhibits are filed as part of this Annual Report.

 Exhibit
 Number

 Description

 10.1+

 Employment Agreement dated March 22, 2023 between the Company and Jeff Kim

 14.1

 Code of Ethics

 31.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 +
Incorporated by reference to Exhibit 10.5 in the Company's Current Report on Form 8-K filed March 27, 2023.

 Item
16. Form 10-K Summary

 None.

 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.

 TECHNOLOGIES, INC.

 Dated:
 June 13, 2024

 /s/
 Jeff Kim

 Jeff
 Kim

 President
 and Chief Executive Officer

 (Principal
 Executive Officer, Principal Financial Officer and Principal Accounting Officer)