Aeternum Health (OTC: AETN) posts Q1 loss and plans longevity pivot
Aeternum Health, Inc. (formerly Shorepower Technologies) reports a sharp downturn in operations and prepares a major business pivot. Q1 2026 revenue fell to $2,260 from $164,657 a year earlier, producing a negative gross margin of $11,977 and a net loss of $139,655 after prior-year net income.
At March 31, 2026, the company held cash of $19,156, had a working capital deficit of $1,158,363, total liabilities of $2,137,041, and an accumulated deficit of $3,417,796, leading management to disclose substantial doubt about its ability to continue as a going concern. Operations are being funded through related-party loans and small equity raises.
The company has signed a merger agreement with Aeternum Health LLC under which it will divest its transportation electrification business and refocus on longevity and anti‑aging healthcare. Aeternum will contribute at least $1.5 million in cash plus intellectual property, while Paul Mann will receive 51% of the common equity and 2,000,000 Series B preferred shares with super‑voting rights. Existing CEO Jeff Kim has agreed to cancel up to 13,000,000 common shares, and authorized common stock has been increased from 100,000,000 to 250,000,000 to support the transaction.
Positive
- None.
Negative
- Severe operating deterioration and going concern risk: Q1 2026 revenue dropped to $2,260 from $164,657, producing a net loss and negative gross margin, with only $19,156 cash, a $1,158,363 working capital deficit, and explicit substantial doubt about continuing as a going concern.
- Dilutive control-shift transaction: The planned Aeternum Health merger will issue 51% of common equity plus 2,000,000 super-voting Series B preferred shares to Paul Mann, materially diluting existing shareholders while the company exits its historical business line.
Insights
Q1 shows collapsing legacy revenue, weak liquidity, and a transformative but dilutive pivot to healthcare.
Aeternum Health, Inc. generated only $2,260 of Q1 2026 revenue versus $164,657 in Q1 2025, flipping from a small profit to a $139,655 loss. Gross margin turned negative and operating expenses remained above $100,000, so the legacy electrification business is not covering its cost base.
The balance sheet is highly constrained: cash of $19,156, a working capital deficit of $1,158,363, total liabilities of $2,137,041, and a disclosed going concern uncertainty. Funding relies on related-party debt to Jeff Kim and small stock sales, alongside significant accrued officer compensation and interest.
The signed merger with Aeternum Health LLC would shift the company into longevity-focused healthcare. Aeternum is expected to contribute at least $1.5 million in cash and peptide-based IP, while Paul Mann receives 51% common ownership and 2,000,000 Series B preferred shares with 40 votes per share. Existing holders face substantial dilution and a control shift, though the cash contribution could ease near-term liquidity pressure once closing conditions, including audited Aeternum financials, are met.
Key Figures
Key Terms
going concern financial
reverse recapitalization financial
Series B preferred stock financial
revenue-sharing arrangements financial
net operating loss carryforward financial
Earnings Snapshot
FAQ
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UNITED STATES
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AETERNUM HEALTH, INC.
Form 10-Q
For the Quarterly Period Ended March 31, 2026
INDEX
| PART I | Financial Information | |
| Item 1. | Financial Statements (unaudited) | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| PART II | Other Information | |
| Item 1. | Legal Proceedings | 17 |
| Item 1A. | Risk Factors | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 18 | |
| 2 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
| Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 4 |
| Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 5 |
| Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 6 |
| Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 7 |
| Notes to the Financial Statements (unaudited) | 8 |
| 3 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Total Current Assets | $ | |||||||
| Non-Current Assets: | ||||||||
| Intangible assets | — | |||||||
| Other asset | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | |||||||
| Accounts payable – related party | ||||||||
| Accrued officer compensation – related party | ||||||||
| Accrued interest – related party | ||||||||
| Notes payable – related party | ||||||||
| Note payable | ||||||||
| Total Current Liabilities | ||||||||
| Notes payable, net of current portion – related party | ||||||||
| Total Liabilities | ||||||||
| Commitment and contingency | — | — | ||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ | — | — | ||||||
| Series A preferred stock,
$ | — | — | ||||||
| Series B preferred stock,
$ | ||||||||
| Preferred stock, value | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost;
| ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | |||||
| Total Stockholders’ Deficit | ( | ) | ( | |||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | |||||||
| For
the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Power usage revenue | $ | $ | ||||||
| Service revenue | — | |||||||
| Product sales | — | |||||||
| Total revenue | ||||||||
| Cost of service revenue | ( | ) | ( | ) | ||||
| Cost of product sales | — | ( | ) | |||||
| Cost of revenue | — | ( | ) | |||||
| Less revenue share | ( | ) | ( | ) | ||||
| Gross margin | ( | ) | ||||||
| Operating Expenses: | ||||||||
| Professional fees | ||||||||
| General and administrative | ||||||||
| Consulting | ||||||||
| Officer compensation | ||||||||
| Total operating expenses | ||||||||
| (Loss) income from operations | ( | ) | ||||||
| Other Expense: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net (loss) income before income taxes | ( | ) | ||||||
| Income tax expense | — | — | ||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| (Loss) income per Common Share: Basic and Diluted | $ | ( | ) | $ | ||||
| Weighted Average Number of Common Shares: Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||||||||
| Common Stock | Series
A Preferred Stock | Series
B Preferred Stock | Additional
Paid-in | Accumulated | Treasury Stock | Total
Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common stock issued for intangible asset | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issued for cash – related party | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||||||||||
| March 31, 2026 | $ | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common Stock | Series
A Preferred Stock | Series
B Preferred Stock | Additional
Paid-in | Accumulated | Treasury Stock | Total
Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Shares | Amount | (Deficit) | ||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | — | $ | — | $ | $ | $ | ( | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Balance | $ | — | $ | — | $ | $ | $ | ( | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| March 31, 2025 | $ | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Balance | $ | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| For
the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaids | — | |||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable – related party | ||||||||
| Accrued interest – related party | ||||||||
| Accrued officer compensation | ||||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of common stock | — | |||||||
| Proceeds from sale of common stock – related party | — | |||||||
| Net cash provided by financing activities | — | |||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | — | |||||
| Cash paid for: | ||||||||
| Interest paid | $ | — | $ | — | ||||
| Income tax paid | $ | — | $ | — | ||||
| Supplemental disclosures non-cash investing activity: | ||||||||
| Common stock issued for intangible asset | $ | $ | — | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Aeternum Health, Inc. (“AETN, “Aeternum” “the Company”), formerly known as Shorepower Technologies Inc. (“Shorepower”), is the successor issuer to United States Basketball League, Inc., a Delaware corporation incorporated on May 29, 1984, pursuant to a merger transaction.
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
World
Equity Markets acted in the capacity of a broker/dealer for the Purchase Agreements and was issued
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
We accounted for the Merger transaction as a recapitalization resulting from the acquisition by a non-operating public company that is not a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). This accounting treatment as a recapitalization is consistent with Commission guidance promulgated in staff speeches and the SEC Reporting Manual, Topic 12 on Reverse Acquisitions and Recapitalizations. As such, the transaction is outside the scope of FASB ASC 805. Specifically, the Merger transaction was treated as a reverse recapitalization in which the entity that issues securities (the legal acquirer) is determined to be the accounting acquiree, while the entity receiving securities (the legal acquiree) is the accounting acquirer.
Under reverse merger accounting (i.e., recapitalization), historical financial statements of Shurepower, LLC (the legal acquiree, accounting acquirer), are presented with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in the financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).
| 8 |
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
On February 17, 2026, the Company entered into a merger agreement with Aeternum Health LLC, pursuant to which Aeternum Health will merge into Shorepower, with Shorepower as the surviving entity. Upon closing, Shorepower’s CEO and sole director, Jeff Kim, will resign and appoint Paul Mann, Aeternum Health’s manager, as President, CEO, and sole director. The Company will divest its existing transportation electrification business and shift its focus to healthcare, specifically longevity and anti-aging solutions.
As
consideration for the merger, the Company will issue shares representing
On
March 3, 2026, FINRA announced in the Daily List the Company’s change of its name to Aeternum Health, Inc., and its trading symbol
to AETN. In anticipation of completing the merger, the Company has increased its authorized shares from
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Information
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of operations for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year, as reported in the Form 10-K for the fiscal year ended December 31, 2025, have been omitted. The condensed unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
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.
| 9 |
Concentration of Credit Risk
Financial
instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The
Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit
Insurance Corporation insurable amount (“FDIC”). As of March 31, 2026 and December 31, 2025, the Company had
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
Stock-based Compensation
We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock as of March 31, 2026 and 2025.
Accounts Receivable
Revenues
that have been recognized but not yet received are recorded as accounts receivable. As of March 31, 2026 and December 31, 2025, there
is $
Intangible Asset
The Company capitalizes certain costs incurred in connection with the acquisition and implementation of software for internal use in accordance with applicable accounting guidance. Purchased software is recorded at cost and classified as an intangible asset on the accompanying balance sheets.
Intangible
assets with finite useful lives are amortized using the straight-line method over their estimated useful lives, which are generally between
three and
The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. No impairment losses were recognized during the periods presented.
As
of March 31, 2026, purchased software, net of accumulated amortization, totaled $
Adoption of CECL
On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”), using the modified retrospective method.
The Company maintains an allowance for credit losses (“ACL”) to cover expected lifetime losses on financial assets measured at amortized cost, including account receivables, held-to-maturity debt securities, and loan receivables. The ACL represents management’s best estimate of probable credit losses, determined using historical loss experience, current conditions, and reasonable and supportable forecasts.
Expected credit losses are measured on a collective (pool) basis when similar risk characteristics exist. For assets without similar risk characteristics, the Company evaluates expected losses individually. The Company applies a probability-of-default model.
For the periods ended March 31, 2026 and December 31, 2025, the Company determined a provision for credit losses was not needed.
| 10 |
Revenue Recognition
The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract (or PO) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company generated revenues from selling power vending stations (charging stations) or services. The Company considers its performance obligations satisfied upon shipment of the purchased products to the customer. The Company evaluates returns from customers purchasing product on a case-by-case basis and generally will issue replacement product in the limited cases of product returns. The Company has no policy requiring cash refunds.
Power usage revenue – Revenue is recognized at the point when a particular charging session is completed.
Service revenue – Revenue is recognized at the point of when service is completed.
Product sales – Revenue is recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time it ships the product to the customer or installation of the product.
The Company does not have reportable segments, and all sales occurred in the United States.
Customer Concentration
For the three months ended March 31, 2026 and 2025, certain customers individually accounted for more than 10% of total revenue. The following table presents revenue from those customers as a percentage of total sales:
SCHEDULE OF CUSTOMERS CONCENTRATION
| Customer | Q1 2026 % of Revenue | Q1 2025 % of Revenue | ||||||
| Customer A | — | % | ||||||
| Customer B | — | % | ||||||
| Customer | — | % | ||||||
Cost of Revenue
Cost of revenues includes actual product cost, labor, if any, and direct overhead, including utility (electricity) bills, which are applied on a per unit basis.
Revenue sharing arrangement
Revenue-sharing arrangements are recognized gross when the Company has reasonable latitude in establishing the price billed to the end customer and has the primary responsibility to determine the service specifications. The Company receives gross revenues from its customers, then pays the host-sites their revenue share on a quarterly basis. The revenue share varies depending on the site.
Recently Issued Accounting Pronouncements
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.
| 11 |
NOTE 3 – GOING CONCERN
The
accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern,
which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As shown in the accompanying unaudited condensed financial statements, at March 31, 2026, the Company had a cash balance of $
NOTE 4 – INVENTORY
Inventories
are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (LIFO) method. The Company periodically
assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes
an expense for inventory write down. Total inventory at March 31, 2026 and December 31, 2025 were $
NOTE 5 – LOAN PAYABLE
As
of March 31, 2026 and December 31, 2025, the Company has a loan payable to a third party of $
NOTE 6 – RELATED PARTY TRANSACTIONS
On
February 15, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
On
March 1, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
On
December 31, 2022, the Company issued a Promissory Note to Jeff Kim, in the amount of $
For
the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $
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 $
For
the three months ended March 31, 2026 and 2025, the Company recognized officer compensation expense of $
| 12 |
Since
2023 Mr. Kim has paid for some operating expenses on behalf of the Company. As of March 31, 2026 and December 31, 2025, the amounts payable
to Mr. Kim were $
On
February 17, 2026, the Company sold
On
March 16, 2026, the Company sold
NOTE 7 – COMMITMENT AND CONTINGENCY
Under
Merger Agreement closed March 22, 2023 Jeff Kim is entitled to receive additional common stock if the following milestones are reached:
NOTE 8 – COMMON STOCK
On
February 17, 2026, the Company issued
On
February 17, 2026, the Company sold
On
February 17, 2026, the Company granted
On
March 16, 2026, the Company sold
On
March 16, 2026, the Company sold
As
of March 31, 2026 and December 31, 2025, there are
Refer to Note 6 for common stock issued to a related party.
NOTE 9 – PREFERRED STOCK
There
are
As
of March 31, 2026, there were
| 13 |
As
part of the merger, the Company designated
As
of March 31, 2026 and December 31, 2025, there are
NOTE 10 – INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled.
As
of March 31, 2026, the Company had a net operating loss carryforward for federal income tax purposes of approximately $
The Company recorded a full valuation allowance against its deferred tax assets as management determined that it is more likely than not that the deferred tax assets will not be realized. The valuation allowance increased primarily due to current period operating losses.
For the three months ended March 31, 2026 and 2025, the Company recorded no income tax expense or benefit due to the full valuation allowance recorded against deferred tax assets.
The effective tax rate differed from the statutory federal income tax rate for the three months ended March 31, 2026 and 2025 primarily due to changes in the valuation allowance.
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:
SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE
| March 31, 2026 | March 31, 2025 | |||||||
| Federal statutory tax rate | ( | )% | % | |||||
| State taxes, net of federal benefit | ( | )% | % | |||||
| Change in valuation allowance | % | ( | )% | |||||
| Effective income tax rate | % | % | ||||||
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to March 31, 2026, and to the date these financial statements were available to be issued and has determined that there are no material subsequent events that need to be disclosed in these unaudited financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-looking Statements
Unless the context indicates otherwise, as used in this Quarterly Report, the terms “SPEV,” “we,” “us,” “our,” “our company” and “our business” refer to Aeternum Health, Inc. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
OVERVIEW
Until March 22, 2023, we were an emerging diversified investment vehicle focused on acquiring equity in companies that we believed were or could be leaders in the markets in which they were involved.
On November 23, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shurepower, LLC d/b/a Shorepower Technologies (“Shorepower”), under which Shorepower was merged with and into SPEV (formerly “USBL”) The closing occurred on March 22, 2023.
Shorepower is a transportation electrification infrastructure manufacturer and service provider of Electric Vehicle Supply Equipment (EVSE), Truck Stop Electrification (TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have 60 operational TSE facilities with over 1,800 individual electrified parking spaces in 31 states. Shorepower’s stations are EPA SmartWay-Verified and CARB-Verified. Shorepower has its headquarters in Hillsboro, Oregon, near Portland, Oregon, and an office in the Detroit, Michigan metro area. Shorepower is a certified minority owned business enterprise (MBE). The Shorepower management team is comprised of a group of seasoned individuals with knowledge of technology, transportation electrification, charging stations and heavy-duty vehicle technologies. Combined, the team has managed over $16 million in government contracts and grant funds to deploy transportation electrification throughout the nation.
On February 17, 2026, the Company entered into a merger agreement with Aeternum Health LLC, pursuant to which Aeternum Health will merge into Shorepower, with Shorepower as the surviving entity. Upon closing, Shorepower’s CEO and sole director, Jeff Kim, will resign and appoint Paul Mann, Aeternum Health’s manager, as President, CEO, and sole director. The Company will divest its existing transportation electrification business and shift its focus to healthcare, specifically longevity and anti-aging solutions.
As consideration for the merger, the Company will issue shares representing 51% ownership and 2,000,000 shares of Series B preferred stock (with super voting rights) to Paul Mann. Aeternum Health will contribute assets including intellectual property and data related to a peptide-based longevity treatment, at least $1.5 million in cash, and a related commercialization business. In connection with the transaction, Jeff Kim has agreed to cancel up to 13,000,000 shares of common stock in stages.
In March 2026, the Company changed its name to Aeternum Health, Inc. and its trading symbol to AETN. Effective April 3, 2026, the Company increased its authorized shares from 100 million to 250 million. The merger is subject to customary closing conditions, including receipt of the audited financial statements of Aeternum Health.
Results of Operations
For the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Revenue and Cost of Revenue
We had total revenue of $2,260 for the three months ended March 31, 2026, compared to $164,657 for the three months ended March 31, 2025, a decrease of $162,397 or 98.6%. We had costs of revenue of $13,461 and $38,383, respectively, and a deduction for revenue share of $776 and $922, respectively, for gross margin of ($11,977) and $125,352, respectively. Our cost of service is included with our salary and wage expense.
Professional Fees
For the three months ended March 31, 2026, the Company incurred professional fees of $9,788 compared to $4,043 for the three months ended March 31, 2025, an increase of $5,745 or 142.1%. Professional fees generally consist of audit, legal, accounting and investor relations fees. In the current period we have had a $3,000 and $5,378 increase in audit and accounting fees, respectively. These increases were offset by a decrease of $2,633 in legal fees.
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General and Administrative Expense
For the three months ended March 31, 2026, the company incurred $37,292 of general and administrative expense (“G&A”) compared to $25,695 for the three months ended March 31, 2025, an increase of $11,597 or 45.1%.
Consulting Expense
For the three months ended March 31, 2026, we recognized $10,492 of consulting expense, compared to $22,882 in the prior period, a decrease of $12,390 or 54.1%.
Officer Compensation
For the three months ended March 31, 2026, we had officer compensation expense of $50,000, compared to $50,000 for the three months ended March 31, 2025.
Other Income/Expense
For the three months ended March 31, 2026, we had interest expense of $20,106 compared to interest expense of $16,840 for the three months ended March 31, 2025, an increase of $3,265 or 19.4%. We incur interest expense on our related party loans.
Net Loss
For the three months ended March 31, 2026, we had a net loss of $139,655 compared to net income of $5,891 for the three months ended March 31, 2025.
Liquidity and Capital Resources
Operating Activities
For the three months ended March 31, 2026, the company used $56,218 of cash in operating activities compared to $18,332 for the three months ended March 31, 2025.
Financing Activities
During the three months ended March 31, 2026, we received $47,500 from the sale of common stock to third parties and $12,500 from the sale of common stock to our CEO. There was no financing activity in the prior period.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of March 31, 2026.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Control over Financial Reporting.
Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 17, 2026, the Company issued 1,000,000 shares of common stock to OpConnect Inc for the purchase of new software. The shares were valued at $0.015, for total value of $15,000. The $15,000 has been capitalized to intangible assets on the balance sheet.
On February 17, 2026, the Company sold 500,000 shares of common stock to Mr. Kim for total cash proceeds of $7,500 to pay expenses.
On February 17, 2026, the Company sold 500,000 shares of common stock to EROP Enterprises, LLC for total cash proceeds of $7,500 to pay expenses.
On February 17, 2026, the Company granted 100,000 shares of common for services. The shares were valued at $0.015, the closing stock price on the date of grant, for a total non-cash expense of $15,000.
On March 16, 2026, the Company sold 400,000 shares of common stock to EROP Enterprises, LLC for total cash proceeds of $20,000 to pay expenses.
On March 16, 2026, the Company sold 400,000 shares of common stock to a third party for total cash proceeds of $20,000 to pay expenses.
On March 16, 2026, the Company sold 100,000 shares of common stock to Mr. Kim for total cash proceeds of $5,000 to pay expenses.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit No. |
Description | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101). |
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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.
| AETERNUM HEALTH, INC. | |
| Dated: May 19, 2026 | /s/ Jeff Kim |
| Jeff Kim | |
President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
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