UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from ___to___
Commission
File Number
(Exact Name of Registrant as Specified in Its Charter)
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| incorporation or organization) | Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCID |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
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Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
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| Emerging
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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. ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of August 19, 2026, there were shares of Common Stock, $ par value per share, outstanding.
AETERNUM HEALTH, INC.
Form 10-Q
For the Quarterly Period Ended June 30, 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 | 16 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II | Other Information | |
| Item 1. | Legal Proceedings | 19 |
| Item 1A. | Risk Factors | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Mine Safety Disclosures | 19 |
| Item 5. | Other Information | 19 |
| Item 6. | Exhibits | 19 |
| Signatures | 20 | |
| 2 |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
| 3 |
AETERNUM HEALTH, INC.
(formerly SHOREPOWER TECHNOLOGIES INC.)
CONDENSED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Deposits and prepaids | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Total Current Assets | $ | |||||||
| Non-Current 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 contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value, shares authorized; | ||||||||
| Series A preferred stock, $ par value, shares designated; shares issued and outstanding | ||||||||
| Series B preferred stock, $ par value, shares designated; issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost; shares of common stock | ( | ) | ( | ) | ||||
| 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)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Exploration Costs | ||||||||||||||||
| Project Management Services | ||||||||||||||||
| Consulting | ||||||||||||||||
| Consulting – related party | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||||||||||
| Discontinued operations: | ||||||||||||||||
| Loss from operations of discontinued business | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on spin-out of discontinued business | ||||||||||||||||
| Income (loss) from discontinued business | ( | ) | ( | ) | ||||||||||||
| Net Income (loss) before income tax | ( | ) | ( | ) | ||||||||||||
| Income tax | ||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net loss from continuing operations per common share, basic and diluted | ) | ) | ||||||||||||||
| Net income (loss) from discontinued operations per common share, basic and diluted | $ | $ | ) | $ | $ | ) | ||||||||||
| Net income (loss) 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 AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
| 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 issued for services | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common stock issued for cash – related party | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Accumulated deficit assumed in merger | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| June 30, 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 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||
| Common stock issued for services | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income from discontinued operations | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss from discontinued operations | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||
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)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Loss from discontinued operations | ||||||||
| Gain on disposal of Shorepower Technologies | ( | ) | ||||||
| Stock compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Deposits and prepaids | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued interest – related party | ||||||||
| Accrued consulting – related party | ||||||||
| Net cash used in operating activities of discontinued operations | ( | ) | ||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Loans from related parties | ||||||||
| 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
JUNE 30, 2026
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Aeternum Health, Inc. (“AETN, “Aeternum” “the Company”), formerly known as Shorepower Technologies Inc. (“Shorepower”), is a Delaware corporation incorporated on May 29, 1984.
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 common shares which it held, to a new investor group. The Sellers also sold of Shorepower preferred stock at a per share price of $ 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 shares of common stock for its services, and Verde Capital was issued 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
of the issued and outstanding shares of the Company’s common stock. shares of common stock were sold under the Pre-Merger
Financing that raised $
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 was 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 was merged into Shorepower, with Shorepower as the surviving entity. Aeternum Health LLC is a Delaware limited liability company formed on October 16, 2025 to pursue opportunities in critical mineral mining and longevity-focused healthcare, healthspan optimization, peptide-based therapies, and related healthcare technologies. The Company is headquartered in Washington, D.C. Upon closing, Shorepower’s CEO and sole director, Jeff Kim, resigned all positions. The Company has divested its existing transportation electrification business and shifted its focus to healthcare, specifically longevity and anti-aging solutions.
As
consideration for the merger, the Company is obligated to 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 million to million effective April 3, 2026. The merger became effective on June 30, 2026.
On June 10, 2026, the Company formed Aeternum Cayman Islands Ltd, incorporated in the Cayman Islands as an exempted company with limited liability.
On May 28, 2026, the Company formed Aeternum SA (Pty) Ltd, incorporated in South Africa as a private company. The documents also show Aeternum Cayman Islands Ltd as the registered shareholder of ordinary shares.
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”).
| 9 |
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables.
Concentration of Credit Risk
Financial
instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The
Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit
Insurance Corporation insurable amount (“FDIC”). As of June 30, 2026, the Company has $
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 is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares of common stock as of June 30, 2026 and 2025.
Accounts Receivable
Revenues
that have been recognized but not yet received are recorded as accounts receivable. As of June 30, 2026 and December 31, 2025, there
is $
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.
| 10 |
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 June 30, 2026 and December 31, 2025, the Company determined a provision for credit losses was not needed.
Mining and Exploration Costs
The Company accounts for costs associated with mineral exploration and development in accordance with U.S. GAAP. Exploration costs, including geological and geophysical studies, exploratory drilling, sampling, testing, feasibility activities and other costs incurred to identify and evaluate mineral resources, are expensed as incurred until such time as the Company has established the existence of proven and probable reserves and determined that a mineral property is commercially viable.
Costs incurred to acquire mineral properties and related mineral rights are capitalized when the Company obtains the legal right to explore the property. Capitalized mineral property costs are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Once proven and probable reserves have been established and management has determined that development of the property is economically feasible, costs incurred to develop the property for extraction are capitalized. Capitalized development costs are depleted using the units-of-production method based upon estimated recoverable reserves once the property is placed into production.
The Company evaluates its mineral properties and capitalized development costs for impairment in accordance with ASC 360, Property, Plant, and Equipment. If indicators of impairment exist, recoverability is evaluated based on estimated undiscounted future cash flows. If the carrying amount is not recoverable, an impairment loss is recognized for the amount by which the carrying value exceeds fair value. Exploration and development activities are subject to significant uncertainties, including the ability to obtain necessary permits and financing, establish economically recoverable mineral reserves, and ultimately develop properties into commercially viable mining operations.
Segment Reporting
The Company accounts for segment reporting in accordance with ASC Topic 280, Segment Reporting. Operating segments are components of an entity for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in assessing performance and allocating resources. The Company has identified its Chief Executive Officer as its CODM.
Following the disposition of the Company’s legacy transportation electrification business, which is presented as discontinued operations, the Company’s continuing operations are managed as one operating and reportable segment. The CODM evaluates the Company’s financial performance and makes resource allocation decisions primarily based on consolidated operating results, including operating expenses and net income (loss) from continuing operations. The Company’s CODM also reviews available cash and other measures of liquidity in assessing the resources available to fund the Company’s operations and planned business activities.
The accounting policies used in evaluating the Company’s segment are the same as those described in the summary of significant accounting policies.
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 the realization of assets and settlement of liabilities in the normal course of business. As of June 30, 2026, the
Company had cash of $
The Company is in the early stages of developing its new business operations and has not generated revenues from continuing operations. The Company expects to incur additional costs related to its exploration, development and other planned business activities and will require additional capital to fund these activities. During the six months ended June 30, 2026, the Company funded its operations primarily through advances from related parties and sales of common stock.
The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing, successfully execute its business plan and ultimately generate sufficient revenues and cash flows from operations. Management intends to seek additional funding through debt and equity financings, related-party funding and other potential sources of capital. There can be no assurance that such financing will be available when needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these unaudited condensed financial statements are issued.
The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – BUSINESS COMBINATION
2026 Business Combination
On February 17, 2026, Shorepower Technologies Inc. entered into an Agreement and Plan of Merger with Aeternum Health LLC. The merger became effective on June 30, 2026, with Shorepower Technologies Inc. surviving the merger and subsequently operating under the name Aeternum Health, Inc.
Although the Company was the legal acquirer in the transaction, Aeternum Health LLC was determined to be the accounting acquirer based upon the evaluation of the factors set forth in ASC 805, including the relative voting rights of the stockholders of the combined company and the composition of management and the governing body following the transaction. Accordingly, the transaction was accounted for as a reverse acquisition.
Management determined that both Aeternum Health LLC and Shorepower constituted businesses as defined under ASC 805. Accordingly, the transaction was accounted for as a business combination using the acquisition method of accounting. The assets and liabilities of Aeternum Health LLC, as the accounting acquirer, continue to be recognized at their historical carrying amounts, while the identifiable assets acquired and liabilities assumed of Shorepower, the accounting acquiree, were recognized at their estimated acquisition-date fair values.
Concurrently with the closing of the merger on June 30, 2026, the Company disposed of its legacy transportation electrification business. The disposition represented a strategic shift in the Company’s operations and has been presented as discontinued operations in accordance with ASC 205-20. Refer to NOTE 8 – DISCONTINUED OPERATIONS.
NOTE 5 – DEPOSITS AND PREPAIDS
As
of June 30, 2024, the Company has deposits and prepaids of $
| ● | Advance payments to contractors and service providers for project-related activities. | |
| ● | Deposits paid for equipment, infrastructure, and operational procurement. | |
| ● | Refundable security and performance deposits relating to licenses, permits, utilities, leases, and contractual arrangements. |
Management reviews these balances periodically and believes that the deposits and prepaid amounts are recoverable and will either be utilized against future services and expenditures or refunded in accordance with the terms of the underlying agreements.
A significant portion of the balance relates to advance payments made in support of the Company’s mining and mineral processing projects in Nigeria, including exploration, engineering, permitting, equipment procurement, and project
NOTE 6 – INVENTORY
Inventories
were stated at the lower of cost or market. Cost was principally determined using the last-in, first-out (LIFO) method. The Company periodically
assesses if any of the inventory has become obsolete or if the value has fallen below cost. When this occurs, the Company recognizes
an expense for inventory write down. Total inventory at June 30, 2026 and December 31, 2025 were $ and $
NOTE 7 – LOAN PAYABLE
As
of June 30, 2026 and December 31, 2025, the Company has a loan payable to a third party of $
NOTE 8 – DISCONTINUED OPERATIONS
In connection with the merger with Aeternum Health LLC and the Company’s strategic shift from transportation electrification infrastructure to healthcare and other business opportunities, the Company determined to divest its legacy Shorepower transportation electrification business. The disposition represented a strategic shift in the Company’s operations and, accordingly, the results of the legacy Shorepower business have been classified as discontinued operations for all periods presented.
During
the three and six months ended June 30, 2026, the Company recognized a gain on the disposal of the discontinued business of $
| For the six months ended June 30, 2026 | ||||
| Liabilities transferred/derecognized | $ | |||
| Less: assets transferred | ( | ) | ||
| Gain on disposition | $ | |||
In
connection with the disposition, certain obligations associated with the discontinued business remained outstanding. Such
obligations included promissory notes payable to Jeff Kim, the Company’s former executive officer, with aggregate principal
outstanding of $
For
the six months ended June 30, 2026, net cash used in operating activities attributable to the discontinued business was approximately
$
| 12 |
NOTE 9 – RELATED PARTY TRANSACTIONS
On
February 17, 2026, the Company sold shares of common stock to Mr. Kim for total cash proceeds of $
On
March 16, 2026, the Company sold shares of common stock to Mr. Kim for total cash proceeds of $
On
May 2, 2026, the Company sold shares of common stock to Mr. Kim for total cash proceeds of $
Since
inception of Aeternum Health LLC, Paul Mann, President, has funded the Company through the direct payment of Company expenses. During
the six months ended June 30, 2026, Mr. Mann loaned the Company $
On
October 28, 2025, the Company entered into a consulting agreement with Paul Mann, sole member, pursuant to which Mr. Mann agreed to provide
corporate development, business strategy, and fundraising services to the Company. The agreement has a term through December 31, 2027,
unless terminated earlier in accordance with its terms. As compensation, the Company is obligated to pay Mr. Mann consulting fees of
$
NOTE 10 – NOTE PAYABLE - RELATED PARTY
The
following summarizes the Notes Payable issued to Mr. Mann as of June 30, 2026. As of June 30, 2026, there is $
All
notes bear no interest unless an event of default occurs, at which time interest accrues at
| As of June 30, 2026 | ||||
| December 31, 2025 | $ | |||
| March 31, 2026 | $ | |||
| April 20, 2026 | $ | |||
| May 18, 2026 | $ | |||
| May 19, 2026 | $ | |||
| May 21, 2026 | $ | |||
| June 30, 2026 | $ | |||
| June 30, 2026 | $ | |||
| Total | $ | |||
NOTE 11 – COMMITMENT AND CONTINGENCIES
On
December 29, 2025, the Company entered into a definitive investment agreement with American Renaissance Minerals LLC (“ARM”),
a Delaware limited liability company that owns the Nkamouna Nickel-Cobalt Project in Cameroon. Pursuant to the agreement, the Company
agreed to invest $
The closing of the transaction is subject to various conditions, including obtaining a new mining permit from the Cameroonian authorities, evidence of potential U.S. government financing or support for the project, satisfactory completion of due diligence, receipt of certain legal opinions, and the absence of a material adverse change. Upon closing, the Company will have the right to appoint two of ARM’s three managers, including the Chair, thereby obtaining control of ARM. The agreement provides that either party may terminate the agreement if the transaction has not closed by December 31, 2026, subject to certain exceptions.
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NOTE 12 – COMMON STOCK
On
February 17, 2026, the Company issued shares of common stock to OpConnect Inc for the purchase of new software that is OCPP
compliant which is the industry standard for interchangeability to more efficiently monitor and control the EV and truck stations that
allows customers to purchase power through the web or with a smartphone app and that has the necessary features needed for today’s
customers to conveniently purchase power/electricity in place of the Company’s outdated software that is also expensive and time
consuming for the Company to monitor. The shares were valued at $, for total value of $
On
February 17, 2026, the Company sold shares of common stock to EROP Enterprises, LLC for total cash proceeds of $
On February 17, 2026, the Company granted shares of common for services. The shares were valued at $, the closing stock price on the date of grant, for a total non-cash expense of $.
On
March 16, 2026, the Company sold shares of common stock to EROP Enterprises, LLC for total cash proceeds of $
On
March 16, 2026, the Company sold shares of common stock to a third party for total cash proceeds of $
On
April 24, 2026, the Company sold shares of common stock to a third party for total cash proceeds of $
On May 14, 2026, the Company granted shares of common for services. The shares were valued at $, the closing stock price on the date of grant, for a total non-cash expense of $.
As of June 30, 2026 and December 31, 2025, there are and shares of common stock outstanding, respectively.
Refer to Note 7 for common stock issued to a related party.
NOTE 13 – PREFERRED STOCK
There
are shares designated as Series A preferred stock (“Series A”). Each share of the Series A has five votes, is entitled
to a
As of June 30, 2026, there were shares of Series A issued and outstanding.
As
part of the merger, the Company designated of its 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.
As of June 30, 2026 and December 31, 2025, there are shares of Series B preferred issued and outstanding.
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NOTE 14 – 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 June 30, 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 six months ended June 30, 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 June 30, 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:
| June 30, 2026 | June 30, 2025 | |||||||
| Federal statutory tax rate | ( | )% | % | |||||
| State taxes, net of federal benefit | ( | )% | % | |||||
| Change in valuation allowance | % | ( | )% | |||||
| Effective income tax rate | % | % | ||||||
NOTE 15 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events and transactions occurring after June 30, 2026 through the date these unaudited financial statements were available to be issued. The Company identified certain subsequent events requiring disclosure, as described below.
On July 22, 2026, the Company issued shares of common stock pursuant to the February 17, 2026, merger agreement (Note 1).
On July 22, 2026, the Company issued shares of common stock for a finder’s fee in conjunction with the February 17, 2026, merger agreement (Note 1).
On July 28, 2026, Mr. Kim cancelled and returned to the Company shares of common stock.
On
July 23, 2026, the Company formed Aeternum Resources NG Limited, a Nigerian private company limited by shares. Aeternum Cayman Islands
Ltd owns
On
August 7, 2026, the Company initiated its entry to the mining and production of critical minerals by acquiring the option held by
Manaslu LLC to purchase a
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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.
On February 17, 2026, Shorepower entered into a merger agreement with Aeternum Health LLC, pursuant to which Aeternum Health merged into Shorepower, with Shorepower as the surviving entity. Upon closing, Shorepower’s CEO and sole director, Jeff Kim, resigned. The Company has divested its existing transportation electrification business and shifted its focus to both (i) mining of critical minerals required by the U.S. Government that are potentially not easily obtained because of being located in countries from which such minerals could a challenge for political and competitive reasons as well as (ii) potentially developing services, products and solutions to increase longevity and achieve optimal health.
As consideration for the merger, the Company is obligated to issue shares to Paul Mann. Aeternum Health will contribute a minimum, $1,500,000 in the form of (a) securing sources of critical minerals and/or contributing know-how and data from a single patient relating to a novel peptide mix in development for longevity and anti-aging and any IP resulting from or developed from the know-how and data collected; and (b) a minimum of $300,000 in cash. 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 of common stock from 100 million to 250 million. The merger closed on June 30, 2026.
Results of Operations
In connection with the Company’s merger with Aeternum Health LLC and its strategic shift away from its legacy transportation electrification business, the Company disposed of its Shorepower operations during the three months ended June 30, 2026. As a result, the historical operating results of the Shorepower business have been classified as discontinued operations for all periods presented. Accordingly, the discussion of the Company’s results of operations below primarily reflects the results of the Company’s continuing operations.
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For the three months ended June 30, 2026 and 2025, the Company recognized losses from the operations of the discontinued business of $13,898 and $105,855, respectively. During the three and six months ended June 30, 2026, the Company also recognized a gain of $2,007,315 and $2,037,315, respectively, related to the disposal of the Shorepower business. For the six months ended June 30, 2026 and 2025, losses from the operations of the discontinued business were $153,553 and $99,964, respectively, and the Company recognized a gain on disposal of $2,037,315 during the six months ended June 30, 2026.
As a result of the disposition, the operating results of the Shorepower business will not be included in the Company’s continuing operations in future periods. Consequently, the Company’s historical results may not be indicative of its future operating results as it continues to develop and execute its new business strategy.
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The Company generated no revenue from continuing operations during the three months ended June 30, 2026 or 2025.
During the three months ended June 30, 2026, the Company incurred operating expenses of $270,879, compared to no operating expenses from continuing operations during the comparable period in 2025. Operating expenses for the three months ended June 30, 2026 consisted of professional fees of $15,200, general and administrative expenses of $7,503, exploration costs of $82,680, project management services of $27,936, consulting expenses of $107,560 and related-party consulting expenses of $30,000. The increase in operating expenses was attributable to costs incurred in connection with the development and implementation of the Company’s new business activities following its strategic transition. As a result, the Company reported a loss from continuing operations of $270,879 for the three months ended June 30, 2026, compared to no income or loss from continuing operations for the three months ended June 30, 2025.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The Company generated no revenue from continuing operations during the six months ended June 30, 2026 or 2025.
Operating expenses were $300,879 for the six months ended June 30, 2026, compared to no operating expenses from continuing operations during the six months ended June 30, 2025. Operating expenses during the 2026 period consisted of professional fees of $15,200, general and administrative expenses of $7,503, exploration costs of $82,680, project management services of $27,936, consulting expenses of $107,560 and related-party consulting expenses of $60,000. These expenses reflect costs associated with the Company’s new business activities, including mineral exploration and development activities, project management, professional services and consulting. The Company reported a loss from continuing operations of $300,879 for the six months ended June 30, 2026, compared to no income or loss from continuing operations for the six months ended June 30, 2025.
Liquidity and Capital Resources
As of June 30, 2026, the Company had cash of $702,809 and working capital of approximately $1.8 million. The Company had no revenue from continuing operations during the six months ended June 30, 2026 and used approximately $1.6 million of cash in operating activities during the period.
During the six months ended June 30, 2026, the Company financed its operations primarily through related-party borrowings and issuances of common stock. The Company received approximately $2.17 million in loans from related parties, $77,500 from sales of common stock to third parties and $18,500 from sales of common stock to related parties. Net cash provided by financing activities was approximately $2.27 million for the six months ended June 30, 2026.
The Company is in the early stages of developing its continuing business operations and expects to incur additional expenditures related to exploration, project development, professional services, consulting and other planned business activities. The Company has not generated revenues from continuing operations and expects that additional financing will be required to fund its planned activities.
Management intends to fund the Company’s operations through a combination of available cash, additional debt and equity financings, related-party funding and other potential sources of capital. There can be no assurance that additional financing will be available when required or on terms acceptable to the Company. The Company’s ability to continue its planned operations is dependent upon obtaining sufficient financing, successfully executing its business plan and ultimately generating sufficient revenues and cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the financial statements are issued.
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In addition, the Company has entered into arrangements that may require significant future capital. The Company has agreed to invest $10.0 million in American Renaissance Minerals LLC in exchange for a 50.1% controlling equity interest, subject to various closing conditions. Subsequent to June 30, 2026, the Company also acquired an option related to the Nkamouna Nickel-Cobalt mining project in Cameroon. These activities are expected to require additional capital beyond the Company’s current resources.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 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 April 24, 2026, the Company sold 500,000 shares of common stock to a third party for total cash proceeds of $30,000 to pay expenses.
On May 2, 2026, the Company sold 100,000 shares of common stock to Mr. Kim for total cash proceeds of $6,000 to pay expenses.
On May 14, 2026, the Company granted 25,000 shares of common for services. The shares were valued at $0.105, the closing stock price on the date of grant, for a total non-cash expense of $2,625.
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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of the 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: August 19, 2026 | /s/ Josua Oosthuizen |
| Josua Oosthuizen | |
Chief Executive Officer (Principal Executive Officer) | |
| Dated: August 19, 2026 | /s/ Pieter Scholtz |
| Pieter Scholtz | |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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