Form 10-K GPO Plus, Inc. For: Apr 30

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: April 30, 2026
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Commission file number: 333-213744

 

 

 

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

   

Nevada		37-1817132
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3571 E. Sunset Road, Suite 300
Las Vegas, NV		89120
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 852-5238-9111.

 

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

 

N/A 

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐     No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐     No ☒

 

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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ☒     No ☐

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

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

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant as of October 31, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $5,362,726 based on a $0.084 average bid and asked price on such date. Solely for the purpose of this disclosure, such shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates.

 

As of August 6, 2026, the Registrant had 96,773,765 shares of common stock issued and outstanding.

 

    

TABLE OF CONTENTS

 

PART I
	ITEM 1.	BUSINESS		4
	ITEM 1A.	RISK FACTORS		8
	ITEM 1B.	UNRESOLVED STAFF COMMENTS		8
	ITEM 2.	PROPERTIES		8
	ITEM 3.	LEGAL PROCEEDINGS		8
	ITEM 4.	MINE SAFETY DISCLOSURES		8
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		9
	ITEM 6.	RESERVED		11
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		11
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		18
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		44
	ITEM 9A.	CONTROLS AND PROCEDURES		44
	ITEM 9B.	OTHER INFORMATION		45
	ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		45
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		46
	ITEM 11.	EXECUTIVE COMPENSATION		48
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		49
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		50
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		52
PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		54
	ITEM 16.	FORM 10-K SUMMARY		54
SIGNATURES				55

 

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FORWARD-LOOKING STATEMENTS

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this current report and unless otherwise indicated, the terms “we,” “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

 

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PART I

 

ITEM 1. BUSINESS

 

General Overview

 

History

 

GPO Plus, Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016, under the name Koldeck, Inc. for the purpose of operating a publishing business providing services of professional ghost writers, content writers, editors, and publishers. We have since changed our business model and are now operating as a publicly traded global holding company of industry specific group purchasing organizations (GPOs), presently trading under the stock symbol GPOX.

 

Our business and corporate headquarters address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120, and our telephone number is 702-840-1020. Our corporate website is gpoplus.com and our section for shareholders is gpoplus.com/ir.

 

We do not have any subsidiaries as of the date of this Annual Report.

 

The Company

 

Our Current Business

 

GPOPlus+ (GPOX)

 

GPOPlus+ “GPOX” is a leading Direct Store Delivery “DSD” distribution company pioneering the future of distribution to convenience stores and gas stations with its technology-driven distribution model.

 

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Our strategic approach involves a close collaboration with retailers to curate a tailored selection of fast-moving consumer goods (FMCG) that cater to the specific needs of their customer base. By visiting our retail partners weekly, we ensure that shelves are consistently stocked with the most sought-after products, maintaining optimal inventory levels, and maximizing retail success. This partnership extends to working directly with manufacturers and vendors, enhancing our product lineup, and, in some cases, creating our own branded products to fill market gaps.

 

Our in-house technology platform, PRISM+, is at the core of our operations, designed to streamline the distribution process. PRISM+ supports efficient delivery, inventory management, data analytics, and overall operational excellence, enabling us to reliably and effectively meet the dynamic needs of our partners.

 

Overview

 

GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.

 

Understanding our retail partners' critical needs and challenges, we work closely with them to identify pain points and devise tailored solutions that exceed their expectations! Our commitment to distribution superiority is mirrored in our approach to product selection. We align product offerings with consumer demand by identifying the most relevant and sought-after items; we collaborate with best-in-class vendors, manufacturers, and brands to curate an exceptional product lineup. In some cases, GPOX manufactures products, ensuring our market-leading portfolio remains diverse, exclusive, highly profitable, and in demand. This unique approach enables us to deliver unparalleled value to our retail partners, ensuring that their shelves are consistently stocked with the products consumers want the most.

 

GPOX is not just a distributor; we are a partner invested in the success of our clients. Our rapid growth is a testament to the effectiveness of our DSD model and the trust placed in us by some of the country's largest convenience store and gas station chains.

 

Over the last year, we discovered that a few distributors deliver 80% - 85% of products in convenience stores and gas stations, while the remaining 15% - 20% is handled by numerous regional vendors using a drop-ship model. Our mission is to consolidate this fragmented 15% - 20% market, leveraging our extensive service area, our weekly DSD service, and approaching independent store operators to gain a significant competitive advantage.

 

We are deeply committed to perfecting every aspect of our DSD distribution service. We believe in the power of getting it right - building a scalable, robust business model that can expand without sacrificing quality. Our strategy to achieve this encompasses all distribution aspects, from customer service provided by our drivers to efficient warehouse operations to full technology implementation. While pursuing perfection, our strategy includes onboarding new customers in our existing service area and doing so until we get it right!

 

We have invested time, money, and resources to build the infrastructure for a highly scalable business model capable of nationwide expansion, not just facilitating our current customer base. Once we have solidified our operations and ensured the success of these partnerships, we will set our sights on 2025 and beyond, aiming to scale up to serve over 20,000 locations nationwide.

 

Industry Background: How BIG is Our Target Market?

 

In 2023, the United States boasted approximately 152,396 convenience stores and gas stations, with single-store operators making up 96,161 (63.1%) of these establishments, indicating a strong presence of independent ownership within the market. We empower independent retailers with the same level of service and pricing as large chains.

 

Total industry revenues approached $860 Billion for the year, with $532.2 Billion derived from motor fuel sales and $327.6 Billion from in-store sales, highlighting the significant revenue potential beyond just fuel.

 

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Our Target Market

 

Over the last year, we learned that 80% - 85% of all the products you see in convenience stores and gas stations are delivered by just a few distributors. The remaining 15% - 20% is serviced by dozens, in some cases more than 50+ vendors and distributors, with primarily a drop-ship model. Many of these vendors and/or distributors are regional; the larger the convenience store/gas station chain, the fewer vendors they want to work with. Our mission is to consolidate the 15% - 20% of highly fragmented products represented by many vendors and distributors. This is our Target Market, where we have a significant competitive advantage due to our large service area and weekly DSD service!

 

Our Opportunity

 

The opportunity within this sector also lies mainly in the in-store sales domain, which is growing in diversity and volume. As consumer preferences shift towards quick, accessible shopping for a broader range of products, convenience stores are uniquely positioned to meet these demands. This market dynamic presents a fertile ground for companies like GPOX looking to capitalize on the expanding role of convenience stores beyond traditional fuel sales, offering substantial returns on investments in enhancing in-store offerings and customer experience. Getting Really, Really Good at DSD Distribution

 

The GPOX Team is dedicated to perfecting our DSD model by optimizing each aspect of our distribution process to ensure efficiency, profitability, and customer satisfaction by merging traditional distribution practices with innovative technologies. Our approach focuses on advanced logistics technology, rigorous training for our teams, and strategic partnerships with retailers to streamline the flow of goods directly to stores. This integration ensures high-quality control and supply chain resilience by distributing and manufacturing high-demand products, positioning us as a key player in the convenience retail sector.

 

This unique approach centers around a deep collaboration with retail partners and vendors. We distribute and manufacture high-demand products, making us a pivotal player in the convenience retail ecosystem. This vertical integration allows us to control quality and improve supply chain resilience, providing a consistent and reliable service to all our partners.

 

Our in-house technology platform, PRISM+, is at the forefront of supply chain management, driver management, and maintaining tight control over inventory. It enables precise inventory tracking, optimizes delivery routes, and ensures accurate, timely fulfillment. This reduces overhead costs and increases profitability for GPOX and our partners, distinguishing us as a strategic ally invested in their success.

 

Our in-person direct delivery model cuts operational costs for retailers and strengthens retailer relationships through consistent quality service and customized in-store promotions. As we refine our processes, GPOX is poised to lead in DSD distribution for gas stations and convenience stores, offering unparalleled value to our partners and an enhanced consumer experience.

 

Part of our DSD model is sourcing and manufacturing high quality products with high sales velocity and data analysis to refine an optimal product mix on a store-by-store basis. We continually work with vendors and manufacturing partners to source the best-suited products for our retail partners. When we increase the number of stores we provide distribution services to, we also increase the global footprint of our vendor partner's products, thus increasing their reach for a win-win for all! We are negotiating better deals with better terms and margins and will continue to do so, like a Group Purchasing Organization or a GPO!

 

We Are Problem Solvers!

 

We solve many problems for our retail partners just by being in the store weekly. Solving these problems creates a lot of value for GPOX, making us an indispensable partner. The problems solved include but are not limited to:

 

	·	Inventory Optimization: Store owners and managers no longer have to place orders for these products, as we replenish them with our weekly service. We manage weeks of supply.
	·	Saves Retail Space: Retailers no longer have to take up valuable retail space to store additional products; they have precisely what they need for that week or delivery period.

 

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	·	Saves Labor Costs: Store owners and managers no longer have to break down pallets, enter the products into inventory, and restock shelves.
	·	Planogram Integrity: At the corporate level, the category managers can rest assured their planograms for each store layout are being adhered to, leading to more accurate reporting, forecasting, and sales.
	·	Analytics: Using our technology, enhanced reporting provides insights into customer buying behaviors, leading to optimal product assortments and inventory levels.
	·	Right products, in the right place at the right time.
	·	Offering category expansion opportunities
	·	We provide market research for clients' growth initiatives.
	·	Territory: GPOX provides DSD service throughout the Midwest, which is the most challenging territory for this level of service. In the past, the Midwest was primarily serviced only by broadline or super-regional distributors.
	·	Relationships: Our dedicated driving team has the lowest turnover rate in the industry, which means our store relationships are unmatched. This creates the opportunity to bring additional business and receive accurate customer feedback in real time.
	·	Speed: Without lightning-fast response time to market trends and regulation changes, our competitors can compete!
	·	Trends: Our speed of market is an advantage for the retailer and our supplier partners.
	·	In Stock: Thanks to our model's efficiencies, retailers experience few to no out-of-stock, benefiting both the retailer and supplier. We partner with or handle supply disruptions so our clients can focus on their growth initiatives.
	·	Retailer Private Label Products: The private label sector faces challenges related to customer perception of quality and competing with national brands. Analyzing sales data helps us support category managers in refining their product assortment, and DSD service protects the assortment from the common practice of national brands encroaching on shelf space. These practices contribute to a robust private label program for retailers, increasing our relationship's value.

   

We solve unique needs, like helping with new store set-ups & launches, which go beyond typical distribution relationships.

 

GPOX Product Portfolio Strategy

 

As we continue to grow, we are dedicated to expanding our product portfolio to meet the evolving needs of gas stations and convenience stores. We aim to represent diverse top-selling products that drive sales and enhance customer satisfaction.

 

To achieve our growth objectives, we conduct thorough market research to identify emerging trends and consumer preferences specific to gas stations and convenience stores. This enables us to select top-selling products that align with current demand. The establishment of strong partnerships with best-in-class vendors and manufacturers known for their commitment to quality, innovation, and reliability is crucial. We rigorously evaluate potential products for inclusion in our portfolio to ensure they meet our standards for quality and compliance.

 

PRISM+ Overview

 

PRISM+ (Predictive Route, Inventory, and Service Management) is our in-house technology platform is designed specifically for the gas station and convenience store industry. As a DSD (Direct Store Delivery) distributor, PRISM+ enables us to optimize and streamline our operations, driving significant efficiencies and enhancing service quality.

 

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How We Generate Sales

 

We have worked hard to simplify our business model. The way we generate revenue is easy to understand.

 

Current Revenue Streams

 

We currently make money from the products we deliver to stores as follows:

 

	1.	Wholesale Markup + Volume Discounts: We purchase products from manufacturers at wholesale or discounted prices and sell them to retailers at a higher price. By selling large volumes, we benefit from economies of scale, which reduces our per-unit costs and increases our profit margins. The primary source of our revenue is the difference between our wholesale cost and the price at which we sell to retailers (the markup or margin).
	2.	Manufacturing: In some cases, we manufacture our own products. When GPOX is the manufacturer, we achieve significantly higher margins than wholesale products. Our profit margins are the difference between our manufacturing costs and the price we sell to retailers. This is superior to the profit from a markup on a product purchased from an outside manufacturer.
	3.	Delivery/Distribution Fees: We charge retailers a delivery fee for our weekly Direct Store Delivery (DSD) service. Sometimes, we purchase products on their behalf and store them in our Regional and Mini Hubs, and we earn a modest margin on these products when they are delivered.

   

Employees and Consultants

 

We had 24 employees as of April 30, 2026, or as at the date of this Annual Report. As of the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 10 to 15 employees during fiscal 2027. We may also engage independent contractors as required to assist us in developing our business.

 

ITEM 1A. RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

Our principal business and corporate address are 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. This office is currently leased for a term of 12 months at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company (calculated based on a 10% discount to fair market value at the time of payment) and $2,000 payable in cash. We may extend our lease on a month-to-month basis following the expiration of the initial term.

 

The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending December 31, 2024, at a cost of $4,500 per month.

 

We do not, currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.

 

As of the date of this Annual Report, we are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

There is a limited public market for our common shares. Our common shares have been listed for quotation on the OTCQB under the trading symbol “GPOX” since March 2021. Trading in stocks quoted on the OTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. OTC securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that are financially distressed, in bankruptcy, or do not meet the financial and other listing requirements of a regional or national stock exchange.

 

Holders

 

As of July 13, 2026, we had 151 shareholders of record of our common stock with 94,297,126 shares of common stock issued and outstanding.

 

Dividends

 

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Equity Compensation Plans

 

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

 

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The following table provides information regarding our equity compensation plans as of April 30, 2026:

 

Equity Compensation Plan Information

Number of

Number of

securities to

Weighted-

securities

be issued

average

remaining

upon exercise

exercise price

available

of outstanding

of outstanding

for future issuance

options,

options,

under equity

warrants and

warrants and

compensation

Plan category

rights

rights

plans

Equity compensation plans approved by security holders

1,867,122

-

N/A

common shares

 

Recent Sales of Unregistered Securities

 

During the three months ended April 30, 2026, the Company issued 303,000 shares of common stock as loan inducements for promissory notes.

 

During the three months ended April 30, 2026, the Company issued 410,750 shares of common stock for term extension of promissory notes.,

 

During the three months ended April 30, 2026, the Company issued 2,059,802 of common stock for the repayment of aggregate principal amount of promissory notes at $76,314 and accrued interest of $56,710.

 

During the three months ended April 30, 2026, the Company issued 1,473,871 shares of common stock to non-affiliated consultants at $115,692 for services.

 

During the three months ended April 30, 2026, the Company issued 25,000 shares of common stock to the CEO and CFO of the Company at $1,851 for services.

 

On May 8, 2026, the Company issued 300,000 shares of common stock as loan inducements for promissory note

 

On May 19, 2026, the Company issued 393,081 shares of common stock for repayment of a promissory note.

 

On May 20, 2026, the Company issued 380,317 shares of common stock for repayment of a promissory note.

 

On May 27, 2026, the Company issued 566,509 shares of common stock for repayment of a promissory note.

 

On June 10, 2026, the Company issued 781,250 shares of common stock for repayment of a promissory note.

 

On July 6, 2026, the Company issued 200,000 shares of common stock as loan inducements for promissory note

 

On June 25, 2026, the Company issued 371,333 shares of common stock for repayment of a promissory note.

 

On July 14, 2026, the Company issued 763,807 shares of common stock for repayment of a promissory note.

 

On July 21, 2026, the Company issued 518,737 shares of common stock for repayment of a promissory note.

 

On July 28, 2026, the Company issued 756,543 shares of common stock for repayment of a promissory note.

 

On July 30, 2026, the Company issued 437,062 shares of common stock for repayment of a promissory note.

 

Issuer Purchases of Equity Securities

 

There were no repurchases of common stock for the year ended April 30, 2026, or subsequently through the date of this report.

 

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ITEM 6. RESERVED

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.

 

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended April 30, 2026 and 2025, which are included herein.

   

Year Ended April 30, 2026, Compared to the Year Ended April 30, 2025

 

		Year Ended
		April 30,
		2026				2025				Changes				%
Revenues		$	5,512,066			$	4,744,856			$	767,210				16	%
Cost of revenue			(4,097,932	)			(3,613,051	)			(484,881	)			13	%
Gross Profit			1,414,134				1,131,805				282,329				25	%
Operating Expenses			(3,524,446	)			(4,330,067	)			805,621				-19	%
Loss from Operations			(2,110,312	)			(3,198,262	)			1,087,950				-34	%
Other Expenses			(310,578	)			(1,137,057	)			826,479				-73	%
Net Loss		$	(2,420,890	)		$	(4,335,319	)		$	1,914,429				-44	%

 

Revenues

 

We had revenues of $5,512,066 from operations during the year ended April 30, 2026, as compared to $4,744,856 of revenues during the year ended April 30, 2025. The increase in revenue is attributed to an increase in the availability of inventory during the year ended April 30, 2026

 

Net Loss

 

Our financial statements report a net loss of $2,420,890 for the year ended April 30, 2026, compared to a net loss of $4,335,319 for the year ended April 30, 2025. The decrease in net loss was due to a decrease in general and administrative, professional fees and interest expense and the increase in accounts payable written off.

   

Expenses

 

Our operating expenses for the year ended April 30, 2026, were $3,524,446 compared to $4,330,067 for the year ended April 30, 2025. Operating expenses for the year ended April 30, 2026, consisted of $2,393,760 in general and administrative, $876,476 in professional fees, $26,013 in professional fees – related parties and $227,927 in management fees and salaries – relates parties. Operating expenses for the year ended April 30, 2025, consisted of $1,819,725 in general and administrative, $1,881,811 in professional fees, $286,929 in professional fees – related parties and $341,602 in management fees and salaries – relates parties.

 

The decrease in operating expenses during the year ended April 30, 2026, was mainly due to a decrease in professional fees mainly due to the decrease in stock-based compensation incurred. During the year ended April 30, 2026, the Company incurred stock-based compensation of $421,132 as compared to $1,591,571 incurred during the year ended April 30, 2025.

 

Our other expenses for the year ended April 30, 2026, were $310,578 compared to $1,137,057 for the year ended April 30, 2025. During the year ended April 30, 2026, and 2025, the Company incurred interest expense of $722,426 and $1,158,600 comprised of loan interest of $628,454 and $1,104,470, interest expense from finance leases of $26,172 and $16,482 and debt discount amortization of $67,800 and $37,648, respectively. During the year ended April 30, 2026, the Company recognized accounts payable written off of $413,345 and incurred loss from trade-in of automobile of $1,497. During the year ended April 30, 2025, the Company recognized gain from disposal of automobile of $21,543.

   

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Liquidity and Financial Condition

 

Working Capital

 

		April 30,				April 30,
		2026				2025
Current Assets		$	74,206			$	478,225
Current Liabilities		$	6,699,547			$	6,035,191
Working Capital (Deficiency)		$	(6,625,341	)		$	(5,556,966	)

  

Our total current assets as of April 30, 2026, were $74,206 as compared to total current assets of $478,225 as of April 30, 2025, due to the decrease in cash, accounts receivable and inventory. Our total current liabilities as of April 30, 2026, were $6,699,547 as compared to total current liabilities of $6,035,191 as of April 30, 2025, due primarily to the increase in promissory note payable, finance lease liabilities, amount due to related parties and accrued interest.

 

Our working capital deficit on April 30, 2026, was $6,625,341 as compared to working capital deficit of $5,556,966 as of April 30, 2025, due to the factors noted above.

   

Cash Flows

 

		Year Ended
		April 30,
		2026				2025
Cash Flows used in Operating Activities		$	(1,410,464	)		$	(1,043,037	)
Cash Flows used in Investing Activities			-				(30,212	)
Cash Flows provided by Financing Activities			1,081,721				1,340,083
Net increase (decrease) in cash during period		$	(328,743	)		$	266,834

 

Operating Activities

 

Net cash used in operating activities was $1,410,464 for the year ended April 30, 2026, compared with $1,043,037 net cash used in operating activities during the same period in 2025.

 

During the year ended April 30, 2026, net cash used in operating activities was attributed to net loss of $2,420,890 decreased by stock-based compensation of $421,131, loss from trade in of automobile of $1,499, non-cash interest expense for convertible note conversion of $171,355, non- cash interest expense for promissory note inducement of $40,139, non-cash interest expense for promissory note extension of $28,000,  stock payable for lease expense of $30,000, stock payable for promissory note inducement of $33,167, stock payable for promissory note extension $51,555, depreciation of furniture and equipment of $28,240, depreciation of right -of-use assets of $154,701, amortization of intangible assets of $5,254, amortization of promissory note discount of $176,904 and interest expense on finance lease of $25,994 and a net change in operating assets and liabilities of $269,231, and was increased by written off of accounts payable $413,345 and  reversal of non-cash expense for promissory note extension 13,400.

   

During the year ended April 30, 2025, the net cash used in operating activities was attributed to net loss of $4,335,319, decreased by stock-based compensation of $1,304,642, stock based compensation – related parties of $286,929, stock issued for promissory note extension of $256,513, lease expense settled by common stock $20,100,  other income from gain on promissory note settlement $9,032, other income from issuance coverage on damaged automobile $12,511,  non-cash interest expense for promissory note extension $491,750, non-cash interest expense for promissory notes of $32,908, stock payable for lease expense $7,500, depreciation of furniture and equipment of $48,165, depreciation of right-of-use assets of $55,879, amortization of intangible assets of $28,518, amortization of promissory note discount of $115,870, interest expense on finance lease of $13.081 and net changes in operating assets and liabilities of $651,971.

 

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Investing Activities

 

During the year ended April 30, 2026, and 2025, we used $0 and $30,212, respectively, in investing activities.

 

During the year ended April 30, 2025, we used $67,874 for purchase of property and equipment and proceed from disposal of vehicle $37,662.

 

Financing Activities

 

During the year ended April 30, 2026, net cash from financing activities was $1,081,721 compared to $1,340,083 during the same period in 2025.

 

Cash flows from financing activities during the year ended April 30, 2026, were derived from proceeds from issuance of promissory notes totaling $1,334,500 offset by repayment of promissory notes of $141,916 and repayment for finance leases of $110,863.

 

During the year ended April 30, 2025, we received proceeds from issuance of promissory notes of $755,400 and proceeds for issuance of Series C preferred shares of $590,000, proceeds from subscription of C preferred shares $310,000. offset by repayments for finance leases of $66,097, repayment of promissory note $99,200 and repayment from return of C preferred shares.

 

Cash Requirements

 

As of April 30, 2026, we had cash of $7,506, prepaid expenses of $33,899 and inventory of $32,801. During the year ended April 30, 2026, we received proceeds from issuance of promissory notes of $1,334,500. During the year ended April 30, 2026, the Company recognized revenue of $5,512,066, incurred cost of revenue of $4,097,932 and generated gross profit of $1,414,134. During the year ended April 30, 2025, the Company recognized revenue of $4,744,856, incurred cost of revenue of $3,613,051 and generated gross profit of $1,131,805.

 

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

 

Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

 

		Estimated
Description		Expenses ($)
Public Company + Professional Fees		$	200,000
General & Administrative Expense		$	1,900,000
Marketing Expenses		$	700,000
Initial Personnel		$	100,000
GPO Distro		$	500,000
GPO Supplies - Inventory		$	100,000
Unallocated Working Capital/Contingency		$	200,000
Total Expenses		$	3,700,000

 

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We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $3,700,000 over the next 12 months to pay for our planned expenses. In addition, our planned expenses, including legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

 

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.

 

Contractual Obligations

 

Not required for smaller reporting companies

 

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 is material to stockholders.

 

Critical Accounting Policies

 

The preparation of financial statements in 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 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. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.

 

Revenue Recognition

 

During the year ended April 30, 2026, the Company generated its first revenue since its establishment. The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

 

	·	The invoice has been generated and provided to the customer.
	·	The performance obligations for delivery of products are stated in the invoice.
	·	The transaction price has been identified in the invoice.
	·	The Company has allocated the transaction price to performance obligation in the invoice.
	·	The Company has shipped out the product and, therefore, satisfied the performance obligation.

 

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Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 

Share-Based Compensation

 

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

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Report on the Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

 

GPO Plus, Inc.

3571 East Sunset Road, Suite 300

Las Vegas, Nevada 89120

United States

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of GPO Plus, Inc (the “Company”) as of April 30, 2026, and 2025 and the related statements of operations and changes in stockholders’ deficit, and cash flows, for the year ended April 30, 2026, and 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026, and 2025, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations, has an accumulated deficit and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

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Critical Audit Matters

 

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

 

Accounting for Promissory Notes and Related Debt Transactions

As of April 30, 2026, the Company reported promissory notes payable, net of debt discount, of approximately $3.75 million. During the year, the Company entered into multiple financing transactions involving promissory notes, loan inducements, debt extensions, debt conversions into common stock, and debt repayments through equity issuances. The accounting for these transactions required significant management judgment in determining the appropriate accounting treatment, measuring debt discounts, recognizing non-cash interest expense, and evaluating debt modifications under U.S. GAAP. Because auditing these transactions involved especially challenging and complex auditor judgment, we determined that the accounting for promissory notes and related debt transactions was a critical audit matter.

 

How the Matter Was Addressed in the Audit

Our audit procedures related to this critical audit matter included, among others, the following: 

	·	We inspected the underlying promissory note agreements, amendments, and debt conversion documents.
	·	We evaluated management's accounting for debt issuances, modifications, conversions, and related debt discounts in accordance with U.S. GAAP.
	·	We recalculated debt discount amortization, non-cash interest expense, and equity issued in connection with debt transactions.
	·	We tested the completeness and accuracy of promissory note balances and related disclosures in the financial statements.

 

/s/ Bush & Associates CPA LLC 

 

We have served as the Company’s auditor since 2025.

Las Vegas, Nevada

Aug 10, 2026

PCAOB ID Number 6797

 

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ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA

 

GPO PLUS, INC.

BALANCE SHEETS

 

		April 30,				April 30,
		2026				2025
ASSETS
Current Assets:
Cash		$	7,506			$	336,249
Accounts receivable			-				55,012
Prepaid expenses			33,899				3,665
Inventory, net			32,801				83,299
Total Current Assets			74,206				478,225
Finance lease right-of-use assets, net			367,425				206,031
Property and equipment, net			55,229				96,968
Intangible assets, net			-				5,254
TOTAL ASSETS		$	496,860			$	786,478
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities			1,034,205				1,511,492
Accrued interest			551,996				504,811
Accrued liabilities - related parties			404,389				338,502
Deposits			-				8,213
Convertible note payable, net of debt discount of $0			-				28,000
Promissory note payable, net of debt discount of $50,279 and $104,248, respectively			3,747,081				2,630,844
Finance lease liabilities			207,147				63,027
Stock payable - related parties			36,558				12,395
Stock payable			718,171				937,907
Total Current Liabilities			6,699,547				6,035,191
Finance lease liabilities - non-current			196,552				126,446
Total Liabilities			6,896,099				6,161,637
Commitments and Contingencies (Note 11)			-				-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 shares issued and outstanding			167,154				167,154
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding			1,750,000				1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 50,000,000 shares designated; 1,000,000 shares issued and outstanding			100				100
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 146.5 shares issued and outstanding			-				-
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding			12				12
Common stock, $0.0001 par value, 250,000,000 shares authorized; 91,190,126 shares and 76,657,368 shares issued and outstanding issued and outstanding, respectively			9,120				7,666
Additional paid in capital			37,870,631				36,475,275
Accumulated deficit			(46,196,256	)			(43,775,366	)
Total Stockholders' Deficit			(8,316,393	)			(7,292,313	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	496,860			$	786,478

 

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

 

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GPO PLUS, INC.

STATEMENTS OF OPERATIONS

 

		Year Ended
		April 30,
		2026				2025
Revenue		$	5,512,066			$	4,744,856
Cost of revenue			4,097,932				3,613,051
Gross Profit			1,414,134				1,131,805
Operating Expense
General and administrative			2,393,760				1,819,725
Professional fees (including stock-based compensation of $395,118 and $1,304,642, respectively)			876,746				1,881,811
Professional fees - related parties (including stock-based compensation of $26,013 and $286,929, respectively)			26,013				286,929
Management fees and salaries - related parties			227,927				341,602
Total Operating Expense			3,524,446				4,330,067
Loss from operations			(2,110,312	)			(3,198,262	)
Other Income (Expense)
Accounts payable written off			413,345				-
Other income (expense)			(1,497	)			21,543
Interest expense			(722,426	)			(1,158,600	)
Total Other Expense			(310,578	)			(1,137,057	)
Net Loss		$	(2,420,890	)		$	(4,335,319	)
Net Loss Per Common Share: Basic and Diluted		$	(0.03	)		$	(0.07	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted			85,692,521				58,013,107

   

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

 

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GPO PLUS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED APRIL 30, 2026, AND 2025

 

																		Stockholders' Deficit
		Founders Series A Non-Voting Redeemable Preferred Stock								Series A Non-Voting Redeemable Preferred Stock								Series A Convertible Preferred Shares								Series C Preferred Shares								Founders Class A Common stock								Common stock								Subscription				Additional Paid In				Accumulated				Total Stockholders'
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Receivable				Capital				Deficit				Deficit
Balance, April 30, 2024			21,250			$	167,154				175,000			$	1,750,000				1,000,000			$	100				105			$	-				115,000			$	12				57,518,014			$	5,752			$	-			$	33,971,357			$	(39,440,047	)		$	(5,462,826	)
Issuance of common stock for loan inducement			-				-				-				-				-				-				-				-				-				-				3,099,000				310				-				127,359				-				127,669
Issuance of common stock for loan extension			-				-				-				-				-				-				-				-				-				-				4,516,317				452				-				523,273				-				523,725
Issuance of common stock for loan interest			-				-				-				-				-				-				-				-				-				-				291,000				29				-				46,371				-				46,400
Issuance of common stock for lease			-				-				-				-				-				-				-				-				-				-				150,000				15				-				20,085				-				20,100
Issuance of common stock for promissory note repayment			-				-				-				-				-				-				-				-				-				-				340,000				34				-				25,366				-				25,400
Issuance of common stock for note conversion			-				-				-				-				-				-				-				-				-				-				1,000,000				100				-				9,900				-				10,000
Issuance of common stock for services - related parties			-				-				-				-				-				-				-				-				-				-				2,377,500				238				-				297,535				-				297,773
Issuance of common stock for services			-				-				-				-				-				-				-				-				-				-				7,960,915				796				-				1,033,969				-				1,034,765
Return of common stock			-				-				-				-				-				-				-				-				-				-				(595,378	)			(60	)			-				60				-				-
Subscription Receivable			-				-				-				-				-				-				-				-				-				-				-				-				60,000				-				-				60,000
Issuance of Series C Preferred Shares for cash			-				-				-				-				-				-				57				-				-				-				-				-				(60,000	)			570,000				-				510,000
Return of Series C Preferred Shares			-				-				-				-				-				-				(15	)			-				-				-				-				-				-				(150,000	)			-				(150,000	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				-				-				(4,335,319	)			(4,335,319	)
Balance, April 30, 2025			21,250			$	167,154				175,000			$	1,750,000				1,000,000			$	100				147			$	-				115,000			$	12				76,657,368			$	7,666			$	-			$	36,475,275			$	(43,775,366	)		$	(7,292,313	)
Issuance of common stock for loan inducement			-				-				-				-				-				-				-				-				-				-				1,772,750				177				-				134,715				-				134,892
Issuance of common stock for loan extension			-				-				-				-				-				-				-				-				-				-				2,270,179				227				-				288,250				-				288,477
Issuance of common stock for promissory note repayment			-				-				-				-				-				-				-				-				-				-				3,777,999				378				-				267,646				-				268,024
Issuance of common stock for note conversion			-				-				-				-				-				-				-				-				-				-				2,827,959				283				-				282,516				-				282,799
Issuance of common stock for services			-				-				-				-				-				-				-				-				-				-				3,858,871				386				-				420,381				-				420,767
Issuance of common stock for services - related party			-				-				-				-				-				-				-				-				-				-				25,000				3				-				1,848				-				1,851
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				-				-				(2,420,890	)			(2,420,890	)
Balance, April 30, 2026			21,250			$	167,154				175,000			$	1,750,000				1,000,000			$	100				147			$	-				115,000			$	12				91,190,126			$	9,120			$	-			$	37,870,631			$	(46,196,256	)		$	(8,316,393	)

 

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

 

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GPO PLUS, INC.

STATEMENTS OF CASH FLOWS

 

		Year Ended
		April 30,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(2,420,890	)		$	(4,335,319	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation for services			395,118				1,304,642
Stock-based compensation for services - related parties			26,013				286,929
Stock issued for settlement of leases			-				20,100
Other income from gain on promissory note settlement			-				(9,032	)
Other income from insurance coverage on damaged automobile			-				(12,511	)
Loss from trade in of automobile			1,499				-
Written off of accounts payable			(413,345	)			-
Non-cash interest expense for convertible note conversion			171,355				-
Non-cash interest expense for promissory note inducement			40,139				-
Non-cash interest expense for promissory note extension			28,000				491,750
Non-cash interest expense for promissory note			-				32,908
Reversal of non-cash interest expense for promissory note extension			(13,400	)			-
Stock payable for lease expense			30,000				7,500
Stock payable for promissory note inducement			33,167				-
Stock payable for promissory note extension			51,555				256,513
Depreciation of furniture and equipment			28,240				48,165
Depreciation of right-of-use-assets			154,701				55,879
Amortization of intangible assets			5,254				28,518
Amortization of promissory note discount			176,904				115,870
Interest expense on finance lease			25,994				13,081
Changes in operating assets and liabilities:
Accounts receivable			55,012				2,780
Prepaid expenses			(12,347	)			31,475
Inventory			50,498				318,853
Accounts payable and accrued liabilities			(68,944	)			(46,056	)
Accrued interest			187,339				231,403
Accrued liabilities - related parties			65,887				105,302
Deposit			(8,213	)			8,213
Net cash used in Operating Activities			(1,410,464	)			(1,043,037	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceed from disposal of vehicle			-				37,662
Purchase of property and equipment			-				(67,874	)
Net cash used in Investing Activities			-				(30,212	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases			(110,863	)			(66,097	)
Proceeds from issuance of promissory notes			1,334,500				755,400
Repayment of promissory notes			(141,916	)			(99,220	)
Repayment from return of series C preferred shares			-				(150,000	)
Proceeds from subscription of series C preferred shares			-				330,000
Proceeds from issuance of series C preferred shares			-				570,000
Net cash provided by Financing Activities			1,081,721				1,340,083
Net change in cash for period			(328,743	)			266,834
Cash at beginning of period			336,249				69,415
Cash at end of period		$	7,506			$	336,249
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	13,800			$	550
NON-CASH INVESTING AND FINANCING ACTIVITIES
Recognition of finance lease right-of-use assets		$	316,094			$	52,593
Stock payable for promissory note inducement		$	33,167			$	7,151
Stock payable for promissory note extension		$	51,555			$	-
Stock payable for repayment of promissory notes		$	-			$	6,050
Return of common stock		$	-			$	60
Issuance of common stock for note inducement		$	40,139			$	87,449
Issuance of common stock for note extension		$	28,000			$	-
Issuance of common stock for repayment of promissory notes		$	211,314			$	21,200
Issuance of common stock for conversion of debts		$	171,355			$	10,000

 

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

 

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GPO PLUS, INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

YEAR ENDED APRIL 30, 2026, AND 2025

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.

 

On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.

 

On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc

 

Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 13.14%, and Mr. Chen no longer holds any equity interest in the Company.

 

GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements as of April 30, 2026, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $46,196,256. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and are presented in US dollars. The Company’s year-end is April 30.

 

Use of Estimates

 

Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Cash and Cash Equivalents

 

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

As of April 30, 2026, and April 30, 2025, the Company had cash of $7,506 and $336,249, respectively.

 

Accounts Receivable

 

Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

 

As of April 30, 2026, and April 30, 2025, the Company had accounts receivable of $0 and $55,012, respectively.

 

 As of April 30, 2025, the Company has one customer concentrated over 10% of the accounts receivable at 36%, respectively.

 

Prepaid Expense

 

Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.

 

		April 30,				April 30,
		2026				2025
Security Deposit for office and warehouse		$	12,500			$	3,500
Prepayment for services to consultants			-				165
Prepayment for interest on promissory notes			21,399				-
Total		$	33,899			$	3,665

 

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Inventory

 

Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.

 

As of April 30, 2026, and April 30, 2025, the Company recorded inventory reserve of $2,469 and $6,270 for slow moving or obsolete inventory.

 

As of April 30, 2026, and April 30, 2025, the Company had finished goods inventory, net of inventory reserve of $32,801 and $83,299, respectively.

 

		April 30, 2026				April 30, 2025
Nutriumph®		$	8,648			$	32,412
Distro			24,153				12,574
Loon			-				31,926
Vyve			-				5,796
Coast			-				591
		$	32,801			$	83,299

 

Intangible Assets

 

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

 

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

 

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)

 

Long-Lived Assets

 

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

 

Property, Plant and Equipment

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:

 

Furniture and Equipment	3-5 years
Computer Equipment	2 years
Automobile	5 years

 

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.

 

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During year ended April 30, 2026, and 2025, no impairment losses have been identified.

 

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Revenue Recognition

 

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.

Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.

Step 3: Determine the transaction price - The transaction price has been identified in the invoice.

Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.

Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.

 

During the year ended April 30, 2026, and 2025, the Company recognized $5,512,066 and $4,744,856 of revenues and incurred cost of revenue of $4,097,932 and $3,613,051 and generated gross profit of $1,414,134 and $1,131,805 during the year ended April 30, 2026, and 2025, respectively. In regard to the sales that occurred during the year ended April 30, 2026, and 2025, there are no unfulfilled obligations related to the merchandise and product sales.

 

During the year ended April 30, 2026, the Company has one customer who contributed over 10% of total sales at 92%.

 

During the year ended April 30, 2025, the Company has one customer who contributed over 10% of total sales at 93%.

 

Accounts payable and accrued liabilities.

 

Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of April 30, 2026 and April 30, 2025, accounts payable and accrued liabilities were $964,720 and $1,511,492, comprised of trade payable of $912,636 and $1,457,727 and payroll liabilities of $52,084 and $53,765, respectively.

 

Leases

 

We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:

 

	•	A transferal of ownership of an asset to the lessee at the end of the term of the initial lease
	•	The lessee is certain that they will exercise a purchase option at the end of the term of the lease
	•	The leased asset has no alternative use to the lessor at the end of the lease
	•	The lease term is a major part of the economic life (75%) of the underlying asset
	•	The present value of lease payments is substantially all of the fair value of the leased asset (90%)

 

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Operating leases

 

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.

 

Finance lease

 

Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.

 

Segments

 

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

 

Fair Value Measurement

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modelling inputs based on assumptions)

 

None of the financial instruments are measured at fair value on a recurring basis.

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)

 

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Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.

 

When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.

 

Share-Based Compensation

 

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

 

During the year ended April 30, 2026, and 2025, the Company recorded $421,131 stock-based compensation expense and $1,591,571 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation.

 

		Year Ended
		April 30,
		2026				2025
Common stock award to consultants		$	395,118			$	1,304,642
Common stock award to management and executives - related parties			26,013				286,929
		$	421,131			$	1,591,571

 

Basic and Diluted Loss per Share

 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.

 

For the year ended April 30, 2026 and 2025, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. 

 

		April 30,				April 30,
		2026				2025
		(Shares)				(Shares)
Series A Preferred Shares			1,000,000				1,000,000
Convertible Notes			-				28,000
Warrants			-				168,000
Common Stock Payable			4,772,959				4,776,756
			5,772,959				5,972,756

 

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The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on April 30, 2026, and 2025, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

 

As of April 30, 2026, and April 30, 2025, convertible shares from the Company’s non-affiliate convertible notes were 0 share and 28,000 shares, respectively. (Note 8)

 

As of April 30, 2026, and April 30, 2025, the outstanding warrants issued in connection with these convertible notes were 0 and 168,000, respectively. (Note 6)

 

As of April 30, 2026, and April 30, 2025, the Company had stock payable of $424,728 and $620,302 for outstanding 4,772,959 shares and 4,776,756 shares of common stock, respectively. (Note 6)

 

Net loss per share for each class of common stock is as follows:

 

		Year Ended
		April 30,
		2026				2025
Net loss per share, basic diluted		$	(0.03	)		$	(0.07	)
Net loss per common shares outstanding:
Founders Class A Common stock		$	(21.05	)		$	(37.70	)
Ordinary Common stock		$	(0.03	)		$	(0.07	)
Weighted average shares outstanding:
Founders Class A Common stock			115,000				115,000
Ordinary Common stock			85,577,521				57,898,107
Total weighted average shares outstanding			85,692,521				58,013,107

 

Recent Accounting Pronouncements

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.

 

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments – Credit Losses” (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.

 

In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption. 

 

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New Adopted Accounting Standards

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

NOTE 4 – ASSETS PURCHASE

 

On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553.

 

The inventory acquired is Nutriumph Products for resale purposes. These inventory items have been sold during the year ended April 30, 2023.

 

The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $5,254 and $28,518 for the year ended April 30, 2026, and 2025, recorded as general and administrative expenses. Through April 30, 2026, the intangible assets were fully amortized. As of April 30, 2026, and April 30, 2025, the intangible assets were $0 and $5,254, respectively.

 

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NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment as of April 30, 2026, and April 30, 2025, are summarized as follows:

 

Cost		Furniture and Equipment				Computer Equipment				Automobile				Total
April 30, 2024		$	72,504			$	9,215			$	59,503			$	141,222
Additions			-				-				67,874				67,874
Disposal			-				-				(31,503	)			(31,503	)
April 30, 2025		$	72,504			$	9,215			$	95,874			$	177,593
Disposal			-				-				(16,874	)			(16,874	)
April 30, 2026		$	72,504			$	9,215			$	79,000			$	160,719
Accumulated Depreciation		Furniture and Equipment				Computer Equipment				Automobile				Total
April 30, 2024		$	28,490			$	5,760			$	4,563			$	38,813
Additions			20,809				3,455				23,901				48,165
Disposal			-				-				(6,353	)			(6,353	)
April 30, 2025		$	49,299			$	9,215			$	22,111			$	80,625
Additions			16,390				-				11,850				28,240
Disposal			-				-				(3,375	)			(3,375	)
April 30, 2026		$	65,689			$	9,215			$	30,586			$	105,490
Net book value		Furniture and Equipment				Computer Equipment				Automobile				Total
April 30, 2025		$	23,205			$	-			$	73,763			$	96,968
April 30, 2026		$	6,815			$	-			$	48,414			$	55,229

 

During the year ended April 30, 2025, the Company acquired four automobiles of $67,874.

 

During the year ended April 30, 2026, the Company disposed of an automobile at net amount of $13,499and incurred loss on disposal of $1,497.

 

During the year ended April 30, 2025, the Company disposed of an automobile at net amount of $25,151 which was damaged from an accident. The Company received proceed from insurance coverage of $37,662 and recorded other income of $12,511.

 

As of April 30, 2026 and April 30, 2025, Property and Equipment were $55,229 and $96,968, respectively. Depreciation expenses of $28,240 and $48,165 were incurred during the year ended April 30, 2026 and 2025, respectively.

 

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NOTE 6 - CAPITAL STOCK

 

Share Capital

 

On April 24, 2026, the Company increased the authorized share capital from 90,000,000 shares to 250,000,000, and preferred shares from 1,000,000 to 50,000,000 shares to consisting of the following: 

 

	•	250,000,000 shares of ordinary common stock
	•	10,000,000 shares of founders’ class A common stock
	•	50,000,000 shares of blank check common stock
	•	500,000 shares of founders’ series A non-voting redeemable preferred stock
	•	49,500,000 shares of blank check preferred stock (including 200 shares of Series C Preferred Stock subsequent designated on December 18, 2023)

 

Equity Compensation Plans

 

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2022 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

 

Equity Compensation Plan Information

 

Plan category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted average exercise price of outstanding options, warrants and rights				Number of  securities remaining available for future issuance under equity compensation plans (1)
Equity compensation plans approved by security holders										1,867,122
			-				N/A			common shares

 

(1)

On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in a $53,892.96 expense and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares.

 

Ordinary Common Stock

 

Year ended April 30, 2026

 

During the year ended April 30, 2026, the Company issued 1,772,750 shares of common stock as loan inducements for promissory notes.

 

During the year ended April 30, 2026, the Company issued 2,270,179 shares of common stock for term extension of promissory notes.

 

During the year ended April 30, 2026, the Company issued 3,777,999 of common stock for the repayment of aggregate principal amount of promissory notes at $211,314 and accrued interest of $56,710.

 

During the year ended April 30, 2026, the Company issued 2,827,959 shares of common stock for the conversion of convertible notes for principal amount of $28,000 and accrued interest of $83,444.          

 

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During the year ended April 30, 2026, the Company issued 3,858,871 shares of common stock to non-affiliated consultants at $420,767 for services.

 

During the year ended April 30, 2026, the Company issued 25,000 shares of common stock to the CEO and CFO of the Company at $1,851 for services.

 

Year ended April 30, 2025

 

During the year ended April 30, 2025, the Company issued 3,099,000 shares of common stock as loan inducements for promissory notes.

 

During the year ended April 30, 2025, the Company issued 4,516,317 shares of common stock for term extension of three promissory notes.

 

During the year ended April 30, 2025, the Company issued 291,000 shares of common stock for interest and fees on a promissory note upon issuance of the notes.

 

During the year ended April 30, 2025, the Company issued 150,000 shares of common stock for office lease.

 

During the year ended April 30, 2025, the Company issued 340,000 shares of common stock for the repayment of principal amount of $16,500 and accrued interest of $2,782 of promissory notes. The Company recorded gain on note settlement of $9,032 from the repayment.

 

During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible notes of $10,000.

 

During the year ended April 30, 2025, the Company issued 2,377,500 shares of common stock to senior management and executives at $297,773 for services.

 

During the year ended April 30, 2025, the Company issued 7,960,915 shares of common stock to non-affiliated consultants at $1,034,765 for services.

 

During the year ended April 30, 2025, the Director of the Company returned 595,378 shares of common stock to the Company due to previous over-issuance of shares during prior periods.

 

As of April 30, 2026, and April 30, 2025, the issued and outstanding ordinary common stock was 91,190,126 shares and 76,657,368 shares, respectively.

 

Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock

 

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.

 

The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.

 

During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred stock of $57,751.

 

As of April 30, 2026, and April 30, 2025, the Company had 115,000 shares of founders’ class A common stock and 21,250 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.

 

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Series A Convertible Preferred Stock

 

The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50.

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per share for consideration of $50.

 

As of April 30, 2026, and April 30, 2025, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

 

Series A Non-Voting Redeemable Preferred Stock

 

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)

 

The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.

 

As of April 30, 2026, and April 30, 2025, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding.

 

Series C Preferred Stock

 

The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share.

 

During the year ended April 30, 2026, there were no transactions for series C preferred stock.

 

During the year ended April 30, 2025, the Company issued 59 shares of series C preferred stock for cash proceeds of $590,000.

 

During the year ended April 30, 2025, the Company refunded $150,000 to investors for the return of 15 shares of series C preferred stock originally issued from March to June 2024.

 

As of April 30, 2026, and April 30, 2025, the issued and outstanding shares of series C preferred stock were 148.5 shares and 104.5 shares, respectively.

 

Warrants

 

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)

 

On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8)

 

During the year ended April 30, 2025, the 168,000 stock purchase warrants expired.

 

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The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2025:

 

		Number of Shares				Weighted- Average Exercise Price
Balances as of April 30, 2024			168,000			$	1.25
Expired			(168,000	)			1.25
Balances as of April 30, 2025			-			$	-

 

As of April 30, 2026 and April 30, 2025, there were no outstanding warrants.

 

Stock Payable

 

As of April 30, 2026, and April 30, 2025, the Company had stock payable of $754,729 and $950,302 for outstanding 330 shares and 330 shares of Preferred C shares at $330,000 and $330,000, outstanding 4,772,959 and 4,776,756 common shares, comprised of stock payable of $36,558 and $12,395 for outstanding 372,500 and 92,500 common shares to related parties and stock payable of $388,171 and $917,907 for outstanding 4,400,459 and 4,684,256 common shares to non-affiliates, respectively. As of April 30, 2026, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded under current liabilities in the Balance Sheets.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $33,167 and $7,151 for outstanding 428,000 common shares and 201,000 common shares for loan inducements of promissory notes, respectively.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $24,163 and $12,395 for outstanding 280,000 and 92,500 common shares to executives and senior management, respectively. (Note 7)

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $242,351 and $330,693 for outstanding 2,864,377and 2,467,857 common shares to consultants and employees for services, respectively.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $30,000 and $7,500 for outstanding 358,314 and 55,970 common shares for office rent, respectively.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $6,050 and $6,050 for outstanding 45,149 and 45,149 common shares for repayment of outstanding principal balance of promissory notes.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $51,555 and $256,513 for outstanding 659,691and 1,914,280 common shares related to term extension of promissory notes.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $330,000 and $330,000 for outstanding 330 shares and 330 share of Preferred C for cash proceed.

 

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NOTE 7 - RELATED PARTY TRANSACTIONS

 

Related party compensation for the year ended April 30, 2026, and 2025, and shareholding and salary payable as of April 30, 2026, and April 30, 2025, are summarized as below:

 

				Year Ended April 30, 2026
Name		Title		Wages Expense				Management/Consulting Fees				Stock Compensation
Brett H. Pojunis		CEO and CFO		$	167,927			$	-			$	23,163
Michael Fugler		Advisor - Affiliate			-				60,000				-
Dorsey Ladorse Sparks		VP - Distro Plus			-				-				2,850
				$	167,927			$	60,000			$	26,013

 

		Year Ended April 30, 2025
Title		Wages  Expense				Management/ Consulting Fees				Stock Compensation
CEO and CFO		$	164,838			$	-			$	153,438
Advisor - Affiliate			-				60,000				13,400
President - Distro Plus			-				-				(23,240	)
Operational Manager			-				-				-
VP - Distro Plus			116,764				-				143,330
Director			-				-				-
		$	281,602			$	60,000			$	286,928

 

		As of April 30, 2026
		Common Stock				Convertible Series A Preferred				Series A non-voting redeemable preferred				Salary/Consulting Fees
Title		(Shares)				(Shares)				(Shares)				Payable				Stock Payable
CEO and CFO			10,125,000				500,000				-			$	16,708			$	29,688
Advisor - Affiliate			6,553,000				500,000				175,000				330,000				-
President - Distro Plus			699,806				-				-				5,000				-
Operational Manager			194,652				-				-				-				-
VP - Distro Plus			2,575,000				-				-				-				6,870
Director			1,893,750				-				-				-				-
			22,041,208				1,000,000				175,000			$	351,708			$	36,558

 

		As of April 30, 2025
		Common Stock				Convertible Series A Preferred				Series A non-voting redeemable preferred				Salary/Consulting Fees
Title		(Shares)				(Shares)				(Shares)				Payable				Stock Payable
CEO and CFO			10,100,000				500,000				-			$	13,800			$	8,375
Advisor - Affiliate			6,553,000				500,000				175,000				270,000				-
President - Distro Plus			699,806				-				-				5,000				-
Operational Manager			194,652				-				-				-				-
VP - Distro Plus			2,575,000				-				-				8,843				4,020
Director			1,893,750				-				-				-				-
			22,016,208				1,000,000				175,000			$	297,643			$	12,395

 

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CEO and CFO

 

During the year ended April 30, 2026, and 2025, the Company issued 25,000 shares and 1,187,500 shares of common stock to the CEO and CFO valued at $1,850 and $145,063, respectively.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $24,163 and $8,375, respectively. As of April 30, 2026, and 2025, stock payable was $29,688 and $8,375, respectively.

 

During the year ended April 30, 2026, and 2025, the Company incurred management salary expenses of $167,927 and $164,838 to the CEO and CFO, respectively. As of April 30, 2026, and April 30, 2025, salary payable was $16,708 and $13,800, respectively.

 

Advisor – Affiliate

 

During the year ended April 30, 2026, and 2025, the Company issued 0 shares and 100,000 shares of common stock to the affiliated advisor valued at $0 and $13,400, respectively.

 

During the years ended April 30, 2026, and 2025, the Company incurred consulting fees of $60,000 and $60,000 to the affiliated advisor, respectively. As of April 30, 2026, and April 30, 2025, the total amount due to the affiliated advisor was $330,000 and $270,000, respectively.

 

President – Distro Plus

 

 During the year ended April 30, 2025, the Company cancelled the stock payable for 158,333 shares of $23,240.

 

As of April 30, 2026, and April 30, 2025, salary payable was $5,000 and $5,000, respectively.

 

VP – Distro Plus

 

During the year ended April 30, 2025, the Company awarded 1,090,000 shares of common stock to the Vice President of Distro Plus Division valued at $139,310, respectively.

 

During the year ended April 30, 2025, the Company incurred wages to the Vice President of $116,764. As of April 30, 2026, and April 30, 2025, the salary payable was $0 and $8,843, respectively.

 

During the year ended April 30, 2026, the Company recorded stock payable of $2,850 and $6,870 for 30,000 shares and 60,000 shares of common stock, respectively. As of April 30, 2026, and 2025, stock payable was $6,870 and $4,020, respectively.

 

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NOTE 8 - COVERTIBLE NOTE PAYABLE

 

Convertible note payable on April 30, 2026, and April 30, 2025, consists of the following:

 

		April 30, 2026				April 30, 2025
Dated June 16, 2021		$	-			$	10,000
Dated September 8, 2021			-				18,000
Total convertible note payable		$	-			$	28,000

 

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded a total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2024, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible note principal of $10,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, the convertible note principal balance was $10,000. During the three months ended July 31, 2025, the convertible note was fully converted.

 

On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of June 8, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, 2023, and 2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. During the year ended April 30, 2024, the Company issued 1,500,000 shares of common stock for the conversion of convertible note principal of $150,000 at a fixed conversion rate of $0.10 per share. During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible note principal of $10,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, the convertible note principal balance was $18,000. During the three months ended July 31, 2025, the convertible note was fully converted.

 

During the year ended April 30, 2026, the Company issued 12,827,959 shares of common stock for the conversion of convertible notes for total principal amount of $28,000 and accrued interest of $83,444.          

 

During the year ended April 30, 2026, and 2025, the Company recorded interest expenses of $0 and $3,397, respectively. As of April 30, 2026, and April 30, 2025, the accrued interest payable was $0 and $83,442, respectively.

 

As of April 30, 2026, and April 30, 2025, the convertible note payable was $0 and $28,000, respectively.

 

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NOTE 9 - PROMISSORY NOTE PAYABLE

 

Promissory note payable on April 30, 2026, and April 30, 2025, consists of the following:

 

		April 30, 2026				April 30, 2025
August 2022		$	30,000			$	112,500
September 2022			110,000				110,000
October 2022			165,000				229,350
November 2022			60,500				60,500
January 2023			330,000				330,000
February 2023			34,120				55,000
March 2023			55,000				55,000
May 2023			74,800				74,800
June 2023			77,000				187,000
August 2023			165,000				165,000
September 2023			125,000				125,000
November 2023			130,000				130,000
January 2024			150,000				150,000
February 2024			105,000				120,000
September 2024			99,000				110,000
October 2024			159,500				159,500
January 2025			33,000				82,500
February 2025			33,440				33,440
March 2025			119,295				121,000
April 2025			324,500				324,500
July 2025			304,205				-
August 2025			100,000				-
October 2025			235,000				-
November 2025			183,000				-
December 2025			30,000				-
January 2026			165,000				-
February 2026			340,000				-
March 2026			60,000				-
Total promissory notes payable, gross			3,797,360				2,735,090
Less: Unamortized debt discount			(50,279	)			(104,246	)
Total promissory notes		$	3,747,081			$	2,630,844

 

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The terms of the promissory notes are summarized as follows:

 

	•	Loan Expiry Term of Six Months to One Year
	•	Weighted Average Remaining Term of 0.70 years
	•	Annual interest rate of 10%-18%
	•	Convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default.

 

During the year ended April 30, 2026, and 2025, the Company issued promissory notes for aggregate principal amount of $1,417,205 and $830,940 for proceeds of $1,334,500 and $755,400, respectively.

 

During the year ended April 30, 2026, and 2025, the Company made repayment on principal balance of promissory notes of $141,916 and $99,200 and accrued interest of promissory notes of $13,800 and $10,222, respectively.

 

During the year ended April 30, 2026, and 2025, the Company issued 3,777,999 shares and 340,000 shares of common stock for the repayment of $211,314 and $16,500 principal balance and $56,710 and $0 accrued interest of promissory notes, respectively. During the year ended April 30, 2025, the Company recorded gain on note settlement of $9,032 from the repayment.

 

During the year ended April 30, 2026, and 2025, the Company issued 1,772,750 shares and 3,099,000 shares of common stock as loan inducements for promissory notes, respectively.

 

During the year ended April 30, 2026, and 2025, the Company issued 2,270,179 shares and 4,516,317 shares of common stock for term extension for promissory notes.

 

During the year ended April 30, 2025, the Company issued 291,000 shares of common stock for interest and fees on a promissory note upon issuance of the notes.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $33,167 and $7,151 for outstanding 428,000 common shares and 201,000 common shares for loan inducements of promissory notes, respectively.

 

During the year ended April 30, 2025, the Company recorded stock payable of $6,050 for outstanding 45,149 common shares for repayment of outstanding principal balance of promissory notes.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $51,555 and $256,513 for outstanding 659,691 and 1,914,280 common shares related to term extension of promissory notes.

 

During the year ended April 30, 2026, and 2025, the Company recorded interest expenses of $201,137 and $238,228, respectively. During the year ended April 30, 2026, and 2025, the Company made repayment on note interest of $13,800 and $10,222, respectively. As of April 30, 2026, and April 30, 2025, the accrued interest payable was $551,996 and $421,368, respectively.

 

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NOTE 10 – LEASES

 

In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranging from 10.96% to 18%. The Company made down payment of $5,000 on two vehicles and $6,500 on one vehicle.

 

During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a down payment of $5,000 on the two vehicles.

 

During the year ended April 30, 2026, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases ranging from three to six years with APR ranging from 7.03% to 9.49 %. The Company made a down payment of $5,000 on one of these vehicles and traded in a Company owned automobile as trade-in credit valued at $12,000 for another two of these vehicles.

 

On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to a new location at 6707 Yonkers Ave Lubbock, Texas. The lease commenced on May 22, 2025, and ended on August 22, 2028, at a cost of $4,500 per month with lease payment begins on August 22, 2025. (Note 11)

 

As of April 30, 2026, and April 30, 2025, the finance lease obligations included in current liabilities were $157,510 and $63,027 and finance lease obligations included in non-current liabilities were $246,189 and $126,446, respectively. During the year ended April 30, 2026, and 2025, repayment on finance lease was $110,863 and $66,097, respectively. During the year ended April 30, 2026, and 2025, interest expense was $25,994 and $16,482 and depreciation on the right-of-used assets was $154,701 and $55,879, respectively.

 

As of April 30, 2026, and April 30, 2025, the Company had the following lease obligations:

 

		Discount				April 30,				April 30,
		Rate		Maturity		2026				2025
Current		2.27% - 10.51%		March 2027 - July 2029		$	207,147			$	63,027
Non-current		2.27% - 10.51%		March 2027 - July 2029			196,552				126,446
						$	403,699			$	189,473

 

Balance - April 30, 2024		$	189,896
Lease liability additions			49,192
Repayment of Lease liability			(66,097	)
Imputed interest			16,482
Balance - April 30, 2025		$	189,473
Lease liability additions			299,095
Repayment of Lease liability			(110,863	)
Imputed interest			25,994
Balance - April 30, 2026		$	403,699

 

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The following table summarizes the maturity of our lease liabilities as of April 30, 2026:

 

Year Ended April 30,
2027		$	223,984
2028			134,782
Thereafter			74,395
Total lease payments			433,161
Less: imputed interest			(29,462	)
Lease liabilities		$	403,699

 

As of April 30, 2026, the Company has right-of-use assets as follows:

 

Balance - April 30, 2024		$	209,317
Additions			52,593
Depreciation			(55,879	)
Balance - April 30, 2025		$	206,031
Additions			316,095
Depreciation			(154,701	)
Balance - April 30, 2026		$	367,425

 

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NOTE 11 - INCOME TAX

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The reconciliation of the net operating loss for year ended April 30, 2026, and 2025 is shown as follows:

 

		Year Ended
		April 30,				April 30,
		2026				2025
Net loss		$	(2,420,890	)		$	(4,335,319	)
Add: Stock based compensation			421,131				1,591,571
Less: Accounts payable written off			(413,345	)			-
Net operating loss		$	(2,413,104	)		$	(2,743,748	)

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2026, and 2025 are as follows:

 

		April 30,				April 30,
		2026				2025
Net operating loss carryforward		$	(12,104,233	)		$	(9,691,129	)
Effective tax rate			21	%			21	%
Deferred tax asset			(2,541,889	)			(2,035,137	)
Less: Valuation allowance			2,541,889				2,035,137
Net deferred asset		$	-			$	-

 

The valuation allowance increased by $506,752 and $576,187 during the years ended April 30, 2026, and 2025, respectively. As of April 30, 2026, the Company had approximately $12.1 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2038 and 2046. NOLs generated in tax years prior to April 30, 2018, can be carried forward for twenty years, whereas NOLs generated after April 30, 2018, can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2026 are subject to review by the tax authorities.

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended April 30, 2026, or 2025. The Company recognizes interest accrued related to unrecognized tax benefits in interest expenses and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties on April 30, 2026, or 2025. Tax returns for the years ending 2016 through 2025 are subject to review by the tax authorities.

 

NOTE 12 – SEGMENT REPORTING

 

Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: DSD distribution service. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.

 

The accounting policies of the DSD distribution service segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.

 

The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States.

 

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NOTE 13 - COMMITMENTS AND CONTINGENCIES

 

The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.

 

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,000 per month, consisting of $2,000 payable in common shares of the Company and $2,000 payable in cash. As of January 31, 2026, the lease is currently on a month-to-month basis.

 

The lease is exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.

 

The Company also operated a Regional Distribution Hub. This office was originally located at 512 East 42nd Street Lubbock, Texas 79404. On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to another location at 6707 Yonkers Ave Lubbock, Texas. This office is approximately 4,096 square feet and is currently leased for a term ending August 22, 2028, at a cost of $4,500 per month.

 

NOTE 14 - SUBSEQUENT EVENTS

 

Subsequent to April 30, 2026, and through the date that these financials were issued, the Company had the following subsequent events:

 

On May 7, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $181,500 Promissory Note for a purchase price of $150,100, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on May 7, 2027, and accrues interest at 10%.

 

On May 8, 2026, the Company issued 300,000 shares of common stock as loan inducements for promissory note

 

On May 13, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $50,000 Promissory Note. The note matures September 27, 2027, and accrues interest at 12%.

 

On May 19, 2026, the Company issued 393,081 shares of common stock for repayment of a promissory note.

 

On May 20, 2026, the Company issued 380,317 shares of common stock for repayment of a promissory note.

 

On May 27, 2026, the Company issued 566,509 shares of common stock for repayment of a promissory note.

 

On June 3, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $30,000 Promissory Note. The note matures December 3, 2027, and accrues interest at 12%.

 

On June 10, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on June 10, 2027, and accrues interest at 10%.

 

On June 10, 2026, the Company issued 781,250 shares of common stock for repayment of a promissory note.

 

On July 6, 2026, the Company issued 200,000 shares of common stock as loan inducements for promissory note

 

On July 13, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 13, 2027, and accrues interest at 10%.

 

On June 25, 2026, the Company issued 371,333 shares of common stock for repayment of a promissory note.

 

On July 14, 2026, the Company issued 763,807 shares of common stock for repayment of a promissory note.

 

On July 21, 2026, the Company issued 518,737 shares of common stock for repayment of a promissory note.

 

On July 28, 2026, the Company issued 756,543 shares of common stock for repayment of a promissory note.

 

On July 30, 2026, the Company issued 437,062 shares of common stock for repayment of a promissory note.

 

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, April 30, 2026. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

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Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of April 30, 2026, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending April 30, 2026: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes‑Oxley Act of 2002.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our company’s internal control over financial reporting during the quarter ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Internal Controls

 

Our management, which consists of our sole officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

 

ITEM 9B. OTHER INFORMATION

 

Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name		Position held with the Company			Age			Date First Elected or Appointed
Brett H. Pojunis		Chairman, Chief Executive Officer, Chief Financial Officer, and Director			46			May 5, 2020

   

Business Experience

 

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Brett H. Pojunis, President, Chairman, Chief Executive Officer, Chief Financial Officer and Director

 

Mr. Pojunis has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director since May 5, 2020. Since 2014, Mr. Pojunis has served on the Board of Directors of a publicly traded agriculture company whose holdings include Green Leaf Farms, a Las Vegas based Nevada licensed Cultivation and Production facility, and Green Leaf Farms International, a 33,600-acre cultivation farm in Jujuy, Argentina.

 

Prior to founding GPO Plus, Mr. Pojunis was one of the leaders of the Libertarian Party serving two-terms on the Libertarian National Committee (LNC), two terms as the Chairman of the Libertarian Party of Nevada and was part of the senior staff for the 2016 Johnson/Weld Presidential campaign. Mr. Pojunis was very involved with state level legislation and advocacy which included Question 2 (in 2016) as well as an advisor to other statewide initiatives. Mr. Pojunis hosted and produced over 150 political events including the 2016 Libertarian Presidential Debate hosted by Penn Jillette (Penn & Teller) that included video questions from well-known celebrities which aired on TheBlaze Network. Mr. Pojunis was the creator of multiple politically focused events and conferences including LPEX – the Libertarian Political Expo, a political conference for Libertarian political training, and The Political Party, a non-partisan organization with the goal of getting more Nevadans involved in the political process with the well-known “Meet the Candidates” events series.

 

Mr. Pojunis has been involved in finance and the public markets since 1999. Mr. Pojunis has been a consultant to many start-up companies as well as publicly traded companies including high-tech Internet to traditional brick and mortar companies. From 2002 through October 2009, Mr. Pojunis has been involved in nightlife and entertainment ventures bridging technology and social media with events. He has hosted over 650 events in Las Vegas as well as other markets throughout the United States. Mr. Pojunis served on the Board of Directors of multiple private and public companies and organizations. Mr. Pojunis has military training ranging from Civil Affairs Specialist (38A) to Combat Engineer (12B). While in the US ARMY he was awarded the Outstanding American award, twice. Mr. Pojunis is a fellow at The Leadership Institute, which provides political activism training. Mr. Pojunis studied Environmental Liberal Arts at Green Mountain College and Entrepreneurship classes at the Simon School of Business at the University of Rochester. Mr. Pojunis attended elective International Business and Finance classes at Rochester Institute of Technology.

 

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Our Company believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer and a director of our company.

 

Family Relationships

 

Not Applicable

 

Involvement in certain legal proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences).
	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time.
	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

 

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Code of Ethics

 

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation, or audit committee charter. Our directors believe that it is not necessary to have such committees at this time, because the functions of such committees can be adequately performed by the board of directors.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO at the address appearing on the first page of this annual report.

 

Board and Committee Meetings

 

Our board of directors held no formal meetings during the year ended April 30, 2026. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Audit Committee Financial Expert

 

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The particulars of the compensation paid to the following persons:

 

	(a)	our principal executive officers.
	(b)	each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2026 and 2025 (each, a “Named Executive Officer”); and
	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2026 and 2025 who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $150,000 for the respective fiscal year:

    

								SUMMARY COMPENSATION TABLE
																								Change in
																								Pension
																				Non-				Value and
																				Equity				Nonqualified
																				Incentive				Deferred				All
												Stock				Option				Plan				Compensation				Other
Name and				Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Principal Position		Year		($)				($)				($)				($)				($)				($)				($)				($)
Brett H. H. Pojunis		2026			167,927				-				23,163				-				-				-				-				191,090
CEO and CFO		2025			164,838				-				153,438				-				-				-				-				318,276

 

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There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Grants of Plan-Based Awards

 

During the fiscal year ended April 30, 2026, we did not grant any stock options.

 

Option Exercises and Stock Vested

 

During our fiscal year ended April 30, 2026, there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers, and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of August 6, 2026, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of common stock; (ii) each of the Company’s directors (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o 3571 E. Sunset Road, Suite #300, Las Vegas, Nevada 89120.

 

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As of August 6, 2026, there were 96,773,765 shares of our common stock issued and outstanding.

 

										Convertible Series								Series A non-voting
		Common Stock								A Preferred								redeemable preferred
		Amount								Amount								Amount
		and								and								and
		Nature of				Percentage				Nature of				Percentage				Nature of				Percentage
		Beneficial				of				Beneficial				of				Beneficial				of
Name and Address of Beneficial Owner		Ownership				Class (1)				Ownership				Class				Ownership				Class
Brett H. Pojunis			10,125,000				10.46	%			500,000				50.00	%			-				-
Michael Fugler			6,553,000				6.77	%			500,000				50.00	%			175,000				100.00	%
Directors and Executive Officers as a Group			16,678,000				17.23	%			500,000				50.00	%			-				-
5% Shareholders as a Group			16,678,000				17.23	%			1,000,000				100.00	%			175,000				100.00	%

    

The company has adopted the following equity compensation.

 

Equity Compensation Plans

  

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 202 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None of our officers, directors, proposed director nominees, beneficial owners of more than 10% of our shares of common stock, or any relative or spouse of any of the foregoing persons, or any relative of such spouse who has the same house as such person or who is a director or officer of any parent or subsidiary of our Company, has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party other than described below.

 

Brett H. Pojunis - Chief Executive Officer and Chief Financial Officer

 

During the year ended April 30, 2026, and 2025, the Company issued 25,000 shares and 1,187,500 shares of common stock to the CEO and CFO valued at $1,850 and $145,063, respectively.

 

During the year ended April 30, 2026, and 2025, the Company recorded stock payable of $24,163 and $8,375, respectively. As of April 30, 2026, and 2025, stock payable was $29,688 and $8,375, respectively.

 

During the year ended April 30, 2026, and 2025, the Company incurred management salary expenses of $167,927 and $164,838 to the CEO and CFO, respectively. As of April 30, 2026, and April 30, 2025, salary payable was $16,708 and $13,800, respectively.

 

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Michael Fugler - Advisor – Affiliate

 

During the year ended April 30, 2026, and 2025, the Company issued 0 shares and 100,000 shares of common stock to the affiliated advisor valued at $0 and $13,400, respectively.

 

During the years ended April 30, 2026, and 2025, the Company incurred consulting fees of $60,000 and $60,000 to the affiliated advisor, respectively. As of April 30, 2026 and April 30, 2025, the total amount due to the affiliated advisor was $330,000 and $270,000, respectively.

 

President – Distro Plus

 

 During the year ended April 30, 2025, the Company cancelled the stock payable for 158,333 shares of $23,240.

 

As of April 30, 2026, and April 30, 2025, salary payable was $5,000 and $5,000, respectively.

 

VP – Distro Plus

 

During the year ended April 30, 2025, the Company awarded 1,090,000 shares of common stock to the Vice President of Distro Plus Division valued at $139,310, respectively.

 

During the year ended April 30, 2025, the Company incurred wages to the Vice President of $116,764. As of April 30, 2026, and April 30, 2025, the salary payable was $0 and $8,843, respectively.

 

During the year ended April 30, 2026, the Company recorded stock payable of $2,850 and $6,870 for 30,000 shares and 60,000 shares of common stock, respectively. As of April 30, 2026, and 2025, stock payable was $6,870 and $4,020, respectively.

 

Director Independence

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent.” Our board of directors currently has one (1) member, Brett H. Pojunis. Mr. Pojunis who serves as our Chief Executive Officer, Chief Financial Officer, President and Secretary, is “independent” within the definition of independence provided in the Marketplace Rules of the National Association of Securities Dealers and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

 

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

 

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

On October 3, 2023, the Company was informed that Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its business to GreenGrowth CPAs (“GreenGrowth”). On November 10, 2023, the Company engaged and executed an agreement with GreenGrowth, as the Company’s new independent accountant to replace Pinnacle. The reports of Pinnacle regarding the Company’s financial statements for the fiscal years ended April 30, 2023 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern. The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants. During the fiscal years ended April 30, 2023, and 2022, and through October 31, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Pinnacle would have caused Pinnacle to make reference thereto in connection with its report. During the fiscal years ended April 30, 2023, and 2022, and through October 31, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Pinnacle the continued existence of material weaknesses in the Company’s internal control over financial reporting.

 

Effective as of October 21, 2024, Green Growth CPAs (“Green Growth”) were dismissed as the independent registered public accounting firm engaged to audit the financial statements of GPO Plus, Inc. (the “Company”). Also, on such date, the Company’s Board of Directors engaged Bush & Associates CPA, LLC (“Bush”), to serve as its independent registered public accounting firm to review its Quarterly Report on Form 10-Q for the quarter ended October 31, 2024, and for the fiscal year ending April 30, 2025.

 

The reports of Green Growth on the financial statements of the Company for the fiscal years ended April 30, 2024, and April 30, 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included an explanatory paragraph with respect to the Company’s ability to continue as a going concern.

 

During the years ended April 30, 2024 and April 30, 2023, and the subsequent interim periods through the date of this report, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Green Growth on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Green Growth’s satisfaction, would have caused Green Growth to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

 

During the years ended April 30, 2024 and April 30, 2023, and through the date of this report, neither the Company nor anyone on its behalf has previously consulted with Bush regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

 

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2026, and for fiscal year ended April 30,2025 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

GreenGrowth CPAs
		Year Ended				Year Ended
		April 30,				April 30,
Fee Category		2026				2025
Audit Fees		$	-			$	21,999
Audit-Related Fees			-				-
Tax Fees			-				-
All Other Fees			-				-
Total Fees		$	-			$	21,999

 

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Pinnacle Accountancy Group of Utah
		Year Ended				Year Ended
		April 30,				April 30,
Fee Category		2026				2025
Audit Fees		$	-			$	500
Audit-Related Fees			-				-
Tax Fees			-				-
All Other Fees			-				-
Total Fees		$	-			$	500
Bush and Associates CPA, LLC		Year Ended April 30, 2026				Year Ended April 30, 2025
Audit Fees		$	35,000			$	5,000
Audit-Related Fees			-				-
Tax Fees			-				-
All Other Fees			-				-
Total Fees		$	35,000			$	5,000

 

Audit committee policies & procedures.

 

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

	(a)	Financial Statements
		(1)	Financial statements for our company are listed in the index under Item 8 of this document.
		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
	(b)	Exhibits

 

				INCORPORATED BY REFERENCE
EXHIBIT NUMBER		Exhibit Description		Form		Exhibit		Filing Date
3.1		Articles of Incorporation		S-1		3.1		September 22, 2016
3.2		By-Laws		S-1		3.2		September 22, 2016
3.3		Articles of Merger filed with the Nevada Secretary of State on January 31, 2018		8-K		3.1		March 29, 2018
3.4		Certificate of Change filed with the Nevada Secretary of State on January 31, 2018		8-K		3.2		March 29, 2018
3.5		Agreement and Plan of Merger		8-K		3.1		August 20, 2020
3.6		Certificate of Change		8-K		3.2		August 20, 2020
10.1		Scan Based Trading Agreement dated February 3, 2023, by and between William Ray Norwood Jr. aka “Ray J” f/s/o 17, INC. and Byron Booker f/s/o LOOKHU, INC.		8-K		10.1		February 14, 2023
10.2		Scan Based Trading Agreement, dated March 5, 2023, by and between GPO Plus, Inc. and BW Gas & Convenience Retail, LLC, d/b/a Yesway and Allsup.		8-K		10.1		March 9, 2023
10.3		Trademark License Agreement, dated December 9, 2022, by and between the Company and Yuengling’s Ice Cream Corporation.		8-K		10.1		December 14, 2022
10.4		Asset Purchase Agreement, dated July 7, 2022, by and between GPO Plus, Inc. and LLC.		8-K		4.1		July 13, 2022
10.5		2023 Equity Incentive Plan		S-8		10.1		March 28, 2023
31.1*		Certification of Principal Executive Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted 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 Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document

  

*Filed herewith.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

	GPO PLUS, INC.
Dated: August 10, 2026,	By:	/s/ Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer,
		Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Dated
/s/ Brett H. Pojunis		Brett H. Pojunis		August 10, 2026
Brett H. Pojunis		President, Chief Executive Officer, Treasurer and Secretary and Director

  

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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

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