SecProbe.io

CORRESP
1
filename1.htm

SHOREPOWER
TECHNOLOGIES, INC.

5291
NE Elam Young Pkwy.

Suite
160

Hillsboro,
OR 97124

March
25, 2024

Via
Edgar Correspondence

Eranga
Dias, Esq.

Staff
Attorney

Office
of Manufacturing

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:

    Shorepower
    Technologies, Inc.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    March 18, 2024

    File
    No. 333-274184

Dear
Mr. Dias:

Shorepower
Technologies, Inc. (the “Company”) is transmitting this letter in response to comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated March 22, 2024, with respect to the registration
statement on Form S-1 (File No. 333-274184) (the “Registration Statement”) that was submitted to the Commission on August
24, 2023, and amended by Amendment No. 1 filed November 3, 2023, Amendment No. 2 filed November 13, 2023, Amendment No. 3 filed February
14, 2024, and Amendment No. 4 filed March 18, 2024. This letter is being submitted together with the filing of the Company’s Amendment
No. 5 to the Registration Statement (“Amendment No. 5”). The numbered paragraphs below correspond to the numbered comments
in that letter, and the Staff’s comments are presented in bold italics.

Amendment
No. 4 to Registration Statement on Form S-1 filed March 18, 2024

Use
of Proceeds, page 31

1.
We note that you state that the trading price of your common stock is $0.20 per share. We note also your disclosure on the cover
page that the closing price of your common stock was $0.06 on March 8, 2024. Please revise to be consistent.

Response:
We have revised the trading price in Amendment No. 5 to match the closing price of our common stock on March 22, 2024, that was $.06
per share.

Executive
Compensation, page 48

2.
Please revise this section to reflect executive compensation as of your most recent fiscal year end. See Item 402(n) of Regulation
S-K.

Response:
We have amended the Executive Compensation section to reflect the compensation paid to Jeff Kim for the fiscal year ended February 29,
2024, since Saeb Jannoun, the former President, resigned on March 22, 2023.

Experts,
page 58

Eranga
Dias, Esq.

March
25, 2024

Page
2 of 2

3.
Please revise to also indicate that you have included the financial statements of Shurepower LLC as of and for the years ended
December 31, 2022 and 2021, respectively, in the registration statement, and to reference the auditors whose reports you have included
in reliance upon the authority of such firms as experts in accounting and auditing.

Response:
We have set forth in Amendment No. 5 under the Experts section the reference to Olayinka Oyebola & Co. Chartered Accountants in connection
with the audited financial statements for Shurepower, LLC for the years ended December 31, 2022 and 2021.

Exhibit
23.3, page X-1

4.
Please provide an updated consent from Olayinka Oyebola & Co. Chartered Accountants that also indicates that the firm consents
to all references to itself included in this registration statement.

Response:
We have provided in Amendment No. 5 an updated consent for Olayinka Oyebola & Co. Chartered Accountants to all references to itself
in the Registration Statement.

Exhibit
99.1

Financial
Statements of Shurepower, LLC., page EX-1

5.
We note your response to prior comment 6 indicating that the most recent financial statements of Shurepower LLC as of and for the
year ended December 31, 2021 were accompanied by an audit report that was dated March 13, 2023. However, we note that the report of Olayinka
Oyebola & Co. Chartered Accountants is dated February 1, 2023. Please revise the filing to include the updated audit report. Otherwise,
please explain to us in greater detail the reasons for the revised amounts presented in Amendments 3 and 4 of the filing, and tell us
why an updated auditor’s report reflecting the audit of these revised amounts is not required.

Response:
We have corrected the inadvertent error by Olayinka Oyebola & Co. and have correctly dated the audit report in Exhibit 99.1 as March
13, 2023.

If
you have any further comments or questions regarding our response, please contact our legal counsel, Ernest M. Stern, Culhane Meadows
PLLC at (301) 910-2030 and by email at estern@cm.law. If you cannot reach him, please contact the undersigned at jkim@shorepower.com.

    Sincerely,

    /s/
    Jeff Kim

    Jeff
    Kim

Cc:
Ernest M. Stern, Esq., Culhane Meadows PLLC