GPOX 10-K/A
GPO Plus, Inc. (GPOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from ______________ to ______________ |
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(Exact name of registrant as specified in its charter) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(g) of the Act:
N/A
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
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 ☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller 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
The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2020, was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
EXPLANATORY NOTE
GPO Plus, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the period ended April 30, 2021, which was originally filed on September 13, 2021 (the “Original Filing”). The purpose of this Amendment is to correct unrecorded legal fees in the amount $132,874, restate outstanding weighted average number of basic and diluted common shares as of April 30, 2021 and reclass Founders Series A non-voting redeemable preferred stock to mezzanine equity.
Items Amended in This Amended Annual Report
For the reasons discussed above, we are filing this Amendment to amend the following sections, to the extent necessary, to reflect the adjustment discussed above:
| · | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| · | Part II, Item 8. Financial Statements and Supplementary Data |
Except as described above, this Amendment does not modify or update the disclosure in, or exhibits to, the Original Filing in any way, and the parts or exhibits of the Original Filing which have not been modified or updated are not included in this Amendment. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Filing was filed. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission since the filing of the Original Filing, including amendments to those filings, if any.
The Company has attached to this Form 10-K/A updated certifications executed as of the date of this Amendment by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1 and 32.1 to this Amendment.
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TABLE OF CONTENTS
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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. (formerly Global House Holdings Ltd.), unless otherwise indicated.
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PART I
ITEM 1. BUSINESS
General Overview
History
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. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.
On April 2, 2018, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.
On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. All share amounts in this Report reflect the reverse stock split.
We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
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. The shares were acquired in a private transaction using Mr. Pojunis’ personal funds. Mr. Pojunis’s ownership has since been diluted to 29.04%, and Mr. Chen no longer holds any equity interest in our Company.
Concurrently with the above-described change in control, Mr. Chen resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company, and Chun Hao Chen resigned as the Secretary of the Company. Having consented to act as sole officer and director of the Company, Mr. Pojunis was appointed to fill the ensuing vacancies.
On June 11, 2020, our board of directors approved a reverse stock split of our issued and authorized shares of common stock on the basis of twelve (12) old shares for one (1) new share. Also, on June 11, 2020, our board of directors approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc.
The 1 for 12 reverse split, merger, name and symbol change became effective at the open of business on August 20, 2020. As a result of the reverse stock split, our authorized capital decreased from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. Correspondingly, our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,664 shares of common stock. The $0.001 par value of our common shares remains unchanged. The reverse split is payable upon surrender and no fractional shares were issued. Fractional shares were be rounded up. Pursuant to the agreement and plan of merger, our Company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remains the surviving company of the merger, continuing under the name GPO Plus, Inc.
As a result of the corporate actions, effective August 20, 2020, the new CUSIP identifier for our common shares became 38402T100 and our ticker symbol changed to GHHHD. After 20 business days, our symbol changed to GPOX.
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On July 31, 2020 we announced the launch of cbdGPO, www.cbdGPO.com, a group purchasing organization (GPO) for the CBD and hemp industry, and the establishment of a sales office for cbdGPO in Hernando Beach, Florida. The announcement was made in connection with the abandonment of our former business, and our plan to establish and operate GPOs to services a variety of industries. A GPO is an entity that is created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors based on the collective buying power of the GPO members. Through cbdGPO, we will seek to make the process of ordering premium CBD products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take possession of CBD products.
On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). SafeHandles is a California based creator and supplier of certain products known as SafeHandles®, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories. Pursuant to the agreement, SafeHandles has appointed the Company as the exclusive distributor of its product in the states of Nevada, Colorado, Texas, Florida, Mississippi, and for the gaming industry. The Company will also hold non-exclusive distribution rights outside the territory. The initial term of the agreement began on July 30, 2020 and will continue through December 31, 2025, subject to fulfillment of sales targets. If the Company is not in breach of the agreement at the end of the initial term (December 31, 2025) and the agreement has not been otherwise terminated, SafeHandles may extend the agreement for an additional five (5) year term in its discretion.
On May 21, 2021, the Company authorized the sale and issuance of up to 19,625,000 Shares of its common stock and 175,000 Series A Non-Voting Redeemable preferred stock. Additionally, the initiated a Reg D 506c offering for the sale of up to $5,000,000 million dollars of its shares with warrants referred to as Units, ("Units") each unit costs $1,500.00 and consists of one thousand (1,000) shares of common stock at $1.50 a share and one thousand (1,000) bonus Warrants to purchase an additional share of common stock for $2.00 each Warrant.
On June 16, 2021, (the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000 (the “Note”), convertible at $1.00 per share. 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 (the “Warrant”). Pursuant to the Note, the Company promises to pay the principal sum of the Note to the noteholder on the date that is the nine-month anniversary of the original issue date, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the noteholder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 9% per annum, calculated based on a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made.
On September 8, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $150,000 (the “Note”), convertible at $1.00 per share. 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 (the “Warrant”). The Note matures nine months from the issuance date and accrues interest at 9%.
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 shareholder is gpoplus.com/ir.
We do not have any subsidiaries as of the date of this Annual Report.
Our Current Business
As used in this report, “we,” “our,” “us” and similar pronouns refer to GPO Plus, Inc. and our operating divisions, unless the context requires otherwise. We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
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GPO Plus identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. In addition, unlike major GPOs, GPO Plus has low MOQ’s (minimum order quantities) which enable small and mid-sized companies to participate with larger corporations. We communicate with our members to determine their needs to ensure GPO Plus provides relevant products and services, sustainable low prices and cost structures, increased efficiencies, and attentive customer service.
GPO Plus develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
Principal Products or Services and their Markets
Our main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the hemp industry. In addition, GPOPlus offers professional services through GPOPRO Services.
HealthGPO
HealthGPO is a Group Purchasing Organization (GPO) for healthcare related products and services for the emerging alternative market. Our target members are in and around the healthcare industry that include hospitals, medical practice groups, laboratories, and professional physicians as well as entities not directly related to healthcare such as general businesses and governmental agencies. We intend to save our members money by aggregating purchases, negotiating with vendors, and sharing discounts. We aim to save our members time and alleviate headaches by streamlining orders and offering integrated solutions leading to considerable supply chain efficiencies.
What We Do
Aggregate, Negotiate + Share
| · | Aggregate - HealthGPO aggregates the purchasing power of our members. |
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| · | Negotiate - We use the collective buying power to negotiate discounts. |
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| · | Share - The discounts are shared with our members to save them money. |
HealthGPO leverages the aggregated purchasing power of our members. They use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
Products and Services
HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. Our primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, we identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.
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HealthGPO also addresses the needs of individual consumers who want access to products at a good price that are typically only available to healthcare professionals. We intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.
On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). Pursuant to that agreement, we have acquired the right to distribute the SafeHandles® line of anti-microbial products, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories.
SafeHandlesTM are shrunk to fit, adhesive antimicrobial film covers that are designed to fit over common touch-points, such as door handles, push plates and hand railings. SafeHandles film contains a slow-release, silver-based pesticide that is registered and approved by the EPA to inhibit the growth of certain microbes, including damaging bacteria, mold, mildew, and fungi. SafeHandles films are fundamentally cleaner and more durable than untreated handles, so they are ideal for use in high-traffic environments where cleanliness is critical, where users need to eliminate filthy handles. SafeHandles is a proven technology that is trusted for high-traffic areas found in schools and businesses across the United States to supplement their standard hygiene procedures.
Approved Suppliers
Our suppliers are critical to our goal of delivering products and services that meet our Members’ ever-evolving needs. By securing access to a robust and dynamic portfolio of products, and maintaining the highest standards of customer care and service, HealthGPO will offer differentiated, high-quality group purchasing and consulting services to help our members lower costs.
HealthGPO’s Business Model
HealthGPO is committed to becoming an alternative option for all the needs of today’s healthcare industry. As demand increases for medical products, HealthGPO is responding by offering discounts (usually substantial discounts) on quality products with small minimum order quantities (“MOQ’s”). Our business presents to the marketplace an increasing number of offerings across the broad spectrum of medical supplies, including emerging medical and preventative products that have unique value propositions.
Membership
HealthGPO is developing for the future a tiered, fee-based membership structure for our prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2021. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize our supply chain and meet the needs of our members. Participation in HealthGPO will be on a trial basis until our membership structure is finalized.
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Problems
Current domestic market conditions illustrate how medical supplies have become increasingly more expensive. Product quality ranges drastically due to relaxed regulatory standards, and suppliers that require high MOQs, which force businesses to make sizable investments in product purchases. Front-line management face overpowering competition, leaving established organizations to dominate the marketplace and dictate the pricing. These businesses must also compete with the government.
Crisis also breeds opportunity which, unfortunately, is not always honorable or altruistic. There are those who have ulterior motives, driven more by profit than service or quality. Businesses who are unfamiliar with the struggles this sector may face challenges in being able to easily evaluate products and services among the widely divergent choices available. HealthGPO seeks to make this process easier by identifying viable options for our members and, we hope, adding protections against these challenges.
Solutions
Through innovative strategies, technology, and key relationships within the healthcare industry, HealthGPO utilizes the power of Group Purchasing for the exclusive benefit of our members. HealthGPO brings new solutions to businesses and established healthcare companies seeking alternatives to enter into or expand in the industry. HealthGPO provides new sources of discounted, non-traditional, yet fully approved and vetted materials as required, products that have a unique value proposition, and a wide range of business consulting services for new and existing businesses.
This will also include focused concentration on supply chain optimization. Our members will be able to get the products and services they need, when they need them and at a price they can afford.
Opportunity
An alternative market has been emerging due to the increased mandated compliance with public health standards and procedures in response to the global pandemic. Government workers, non-healthcare commercial buildings, and general businesses now have a need for medical and protective equipment as well as having to perform continuous disinfecting procedures. Certain businesses are providing customers common PPE items such as hand sanitizers, protective masks, and gloves.
HealthGPO’s potential market is vast. In addition to traditional healthcare companies, there is also the new emerging market which includes, but is not limited to, convenience stores, hotels, strip mall stores, restaurants, etc. The different businesses in this emerging alternative market have a need for additional services, medical equipment, and PPE products. Previously, existing GPOs wouldn’t consider servicing these kinds of businesses and presumably couldn’t facilitate the new demand. In certain cases, healthcare GPOs’ internal governance prohibits them from working with companies that are not in the healthcare industry.
Many companies have been affected by reduced cash-flow and now face additional costs and challenges to stay in business and also be compliant. To meet the needs of our members, HealthGPO makes purchasing necessary products and essential supplies easy and affordable. Furthermore, due to the relationships with its vendors, HealthGPO has unique access to “in demand” products that other organizations may not have, and cannot get, access to.
cbdGPO
cbdGPO will employ an operating structure and strategy similar to HealthGPO to provide an alternative procurement option to the hemp industry. As demand for hemp products continues to increase and cbdGPO will aim to offer quality proven products at discounted rates without having to place substantial orders. To that end, they plan to offer a wide range of products and services to meet the needs of their members.
GPO Plus created the first hemp/CBD Group Purchasing Organization in order to extend large volume pricing of hemp products and raw materials to small quantity buyers, allowing them to get the highest quality products at bulk pricing discounts without minimum order quantities.
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cbdGPO is a membership-based buying group to help hemp companies including wholesalers, manufacturers, distributors and labs realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We foresee that cbdGPO will allow wholesalers and other hemp companies to obtain the best quality consistent products at the best value.
Membership
cbdGPO is developing a tiered, fee-based membership structure for its prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2021. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize the supply chain and meet the needs of its members. Participation in cbdGPO will be on a trial basis until the membership structure is finalized.
Following the Federal legalization of hemp products in the United States, there is an overwhelming demand for high quality hemp products for both consumers as well as businesses looking to break into this lucrative industry. cbdGPO intends to ensure that its suppliers deliver safe, cost-effective hemp products to its members.
Purchasing Strategy and Request for Proposal Process
cbdGPO’s purpose is to help future members to realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We seek to offer members the best products at the best value with approved suppliers.
Approved Suppliers
cbdGPO suppliers will manufacture and produce raw materials (isolate and distillate) and/or white label and private label hemp products. They only partner with licensed hemp suppliers, preferred vendors, manufacturers, and/or agents of cbdGPO.
All suppliers have been and will continue to be thoroughly vetted by cbdGPO. Vetting procedure may include, without limitation, site inspection(s), independent testing, and corporate background checks. Suppliers must be compliant with all applicable federal and state regulations. Approved suppliers must produce a complete chain of product custody (including all Certificates of Authenticity (“COA”) from the Drug Enforcement Administration (“DEA”) approved labs) and confirm all manufacturing of products are conducted in Food and Drug Administration (“FDA”) inspected and approved facilities.
GPOPRO Services
In addition to addressing industry specific purchasing needs, GPOPlus plans to offer professional services through GPOPRO Services to its members. Planned services include:
| · | GPO PAY—low-cost reliable payment processing. GPOPlus will work directly with institutions to provide low-cost and reliable payment processing services to its members. |
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| · | GPO SAFE-SHIP—a licensed, insured, and bonded shipping solution for our members. The primary focus will be business to business shipping; however, we intend to offer direct-to-consumer shipping at some point as well. |
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| · | GPO INSURANCE— offering multiple types of insurance and coverage to our members. |
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| · | GPO SUPPLIES—GPO Supplies will offer custom packaging, labels, lab equipment and materials, apparel, merchandise, general printing, and promotional items to all members. |
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Competition and Competitive Strategy
Competition
The group purchasing marketplace remains one of the fastest growing industries in the country. Group purchasing is used in many industries to purchase raw materials and supplies, but it is also a common practice in the grocery, healthcare, electronics, industrial manufacturing and agricultural industries. In recent years, group purchasing has also begun to take root in the nonprofit community. In the healthcare field, GPOs have most commonly been accessed by acute-care organizations, but non-profit Community Clinics and Health Centers throughout the U.S. have also been engaging in group purchasing.
Some of the companies holding the largest market share in the Healthcare related Group Purchasing Organizations industry include:
| · | Premier, Inc. NASDAQ: PINC (Charlotte, N.C.) Premier, Inc. (“Premier”) is a leading healthcare improvement company, uniting an alliance of more than 4,000 U.S. hospitals and health systems and approximately 175,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. 3,000 hospitals and 110,000 other healthcare providers. In addition to leveraging contracts for its member providers, Premier also has a clinical database containing information on approximately $41 billion in annual purchasing data, approximately 2.5 million real-time daily clinical transactions and data on one third of discharges nationwide. |
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| · | McKesson Corporation NYSE: MCK (Irving, TX) - McKesson Corporation “(McKesson”) is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information solutions. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by its ICARE shared principles, McKesson’s employees work every day to innovate and deliver opportunities that make its customers and partners more successful - all for the better health of patients. |
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| · | Intalere PRIVATE (St. Louis, MO) – Intalere Private (“Intalere”) is a group purchasing organization whose mission focuses on elevating the health of healthcare by designing solutions to improve its members’ financial, operational and clinical performance. Intalere empowers its customers and delivers measurable results through its highly personalized approach of creating strategies and programs focused on their goals. From managing their entire spend to strategic consulting around diagnosing particular areas of concern, Intalere’s unique provider-owned model allows it to leverage nationally recognized best practices in supply chain and patient outcomes to drive efficiencies for its members. |
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| · | MedAssets (Alpharetta, Ga.) - 4,400 hospitals and 122,000 non-acute healthcare providers. MedAssets is an exclusively healthcare-focused GPO that serves four out of five hospitals in the U.S. The GPO manages more than $50 billion in supply expense, $2.5 billion in labor expense and $365 billion in gross revenue on behalf of its clients. |
While the market health industry GPOs are well established, GPO participation in the emerging hemp industries is in its infancy. Certain refined and unrefined hemp products are presently offered by a small number of generalized healthcare and agricultural group purchasers; however, no GPO has emerged as a dominant market presence to meet the needs of the growing global hemp market.
Competitive Strategy
As a start-up provider of GPOs and related services, we plan on establishing our competitive position by leveraging industry relationships, utilizing superior market research and having operational flexibility and marketing strategies tailored to new and developing markets in the healthcare and hemp industries.
Marketing Strategy
We plan to market our services through a variety of channels including industry targeted print advertising campaigns, email, and telephone-focused direct marketing. We also intend to establish a network of sales offices in major industry centers. In July 2020, we established our first sales office in Florida. We will seek to develop alliances with key industry organizations in order to access the broadest possible range of industry participants. Attending major industry conferences and tradeshows will increase our visibility in the markets from which we intend to draw our membership base.
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In order to attract members and promote products through our website, we will also market through online advertisements.
For online marketing we will use the following methods:
| · | Implement a strong SEO (search engine optimization) strategy to generate web traffic |
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| · | Develop and launch websites focused on specific product lines |
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| · | Hire social media marketers and approach industry influencers |
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| · | Offer a blog with valuable information about our industry |
Status of Any Publicly Announced New Product or Service.
We have not developed any new or unique products or services that have not already been announced.
Dependence on Limited Customers
We are not dependent upon any specific customers at this time.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
We do not own, either legally or beneficially, any patent or trademark. We claim common law trademark rights to our corporate names, and copyright in our marketing and promotional materials.
Need for Government Approval of Principal Products or Services
None of the services we plan to offer require specific government approval. Local government rules may dictate the need for a business license.
Research and Development during Our Last Two Fiscal Years
We have not in the past two years conducted any research and development activities.
Employees and Consultants
We had no employees as of April 30, 2021 or as at the date of this Annual Report. Our sole officer and director furnishes his time to the development of our company at no cost. As at the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 15 to 20 employees during fiscal 2022. We may also engage independent contractors as required to assist us in developing our business.
ITEM 1A. RISK FACTORS
Risks Related to our Business
We have a limited operating history with significant losses.
We have only begun to generate revenues this past fiscal year. Our net loss for the year ended April 30, 2021 was $624,454. We also anticipate sustaining a loss from operations for the fiscal year ended April 30, 2022. Our profitability will depend on our ability to successfully market and attract members for our GPOs and sell products and services to our GPO membership, and there can be no assurance that we will be able to do so. If we are unable to achieve profitability or to raise sufficient capital to carry out our business plan, we may not be able to continue operations.
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We may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions.
Although we secured gross proceeds of $250,000 and $150,000 from the issuance of convertible debentures in June and September 2021, respectively, we anticipate needing significant capital to develop our sales force and effectively market our GPOs. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we will require external financing to satisfy our operating and capital needs. We will need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.
Beginning in 2020, the global COVID-19 pandemic significantly increased the volatility of financial markets worldwide. Significant volatility or disruptions of the capital markets could eliminate our access to financing, and/or significantly increase its cost. Such volatility or disruptions in the capital markets may cause lenders to be unwilling to provide us with financing to fund our ongoing operations and growth.
If we do raise funds by issuing additional equity or securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition, and results of operations.
Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an evolving industry, including the following factors:
| · | our business model and strategy are still evolving and are continually being reviewed and revised; |
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|
|
| · | we may not be able to raise the capital required to develop our initial client base and reputation; and |
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|
| · | we may not be able to successfully develop our planned products and services. |
We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in us will decline.
Outbreaks of epidemic diseases, including COVID-19, could adversely impact our business operations.
Our business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy, including retail, commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals), significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result in operating, supply chain and project development delays which may have material adverse effects on the operations of our current and planned supplier and customers. Such third party operations may be suspended for precautionary purposes, or due to the imposition of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more third party businesses upon which we rely is suspended, it may have a material adverse impact on our results of operations and financial condition, or on the trading price of our securities.
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Additional pandemic-related risks to our business include without limitation, the risk of breach of material contracts, employee health, workforce productivity, limitations on travel, the availability of industry experts and personnel, unknown adverse global public health developments, and other factors beyond the Company’s control, any of which may have a material and adverse effect on our business, financial condition, results of operations, and securities.
As at the date of this Annual Report, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how we may be affected if the COVID-19 outbreak persists for an extended period of time.
Competition within the GPO industry may prevent us from becoming profitable.
The GPO industry is competitive and fragmented and includes numerous small organizations capable of competing effectively in the markets we target, as well as numerous large companies that possess substantially greater financial and other resources than we do. Larger competitors’ greater resources could allow those competitors to compete more effectively than we can. Our competitors have developed mature businesses and have successfully built their names as GPOs in the industries in which we intend to complete, including healthcare, CDB, and hemp. These various competitors may be able to offer products or services more competitively priced and more widely available than our offerings, and also have greater resources to acquire members and suppliers than us. Failure to compete in the GPO industry may prevent us from becoming profitable, and thus you may lose your entire investment.
Risks Related to our Stockholders and Shares of Common Stock
The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.
As of April 30, 2021, the Company had $12,407 in cash and cash equivalents, $5,252 of accounts receivable and $2,000 in prepaid expenses. We expect to continue our efforts to develop, market, and establish our GPO operations. However, we anticipate that we will be required to sell additional equity securities which will result in dilution to our existing stockholders. Furthermore, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.
We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.
We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment. In the future when we do intend to pay dividends, we will formalize a dividend policy.
Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.
Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.
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Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.
Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.
Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.
The trading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.
The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:
| • | variations in our revenues, earnings and cash flow; |
| • | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; |
| • | announcements of new offerings, solutions and expansions by us or our competitors; |
| • | changes in financial estimates by securities analysts; |
| • | detrimental adverse publicity about us, our brand, our services or our industry; |
| • | additions or departures of key personnel; |
| • | sales of additional equity securities; and |
| • | potential litigation or regulatory investigations. |
Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
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The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.
Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities. We currently have 18,941,316 shares of common stock outstanding, with approximately 29.04% of the shares being held by our sole officer and director. We cannot predict what effect, if any, market sales of securities held by our significant shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
Our principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. This office is currently leased for a term of 6 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 expiration of the initial term.
We also maintain a sales office at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of 12 months expiring on April 30, 2022, at the cost of $1,857.50 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.
On August 14, 2020, the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Firth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC (“Plaintiff”) vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the plaintiff. The Plaintiff amended its complaint to allege breach of NDA and Trade Secret violations which the company believes to be groundless. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. On December 17, 2020, the court issued an order, denying the Plaintiff’s request, and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list, and can even solicit customers and or the customer list. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted and to file a counter lawsuit against the Plaintiff.
With the exception of the above-described complaint, which we believe to be non-material, 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 October 13, 2021we had 100 shareholders of record of our common stock with 20,470,066 shares of common stock 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 November 10, 2020, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The purpose of the 2020 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 2020 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 2020 Equity Incentive Plan. The 2020 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.
The following table provides information regarding our equity compensation plans as of April 30, 2020:
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 |
|
| - |
|
|
| N/A |
|
| 240,358 common shares | |
| (1) | On May 21, 2021, the Company issued 1,959,642 shares of immediately-vested common stock to employees and consultants under the 2020 Equity Incentive Plan. The market value of the shares on the grant date was $2.45 per share, resulting in a $4,801,123 expense and 240,358 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares. |
Recent Sales of unregistered securities
None.
Issuer Purchases of Equity Securities
There were no repurchases of common stock for the year ended April 30, 2021 or subsequently through the date of this report.
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ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
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, 2021 and 2020, which are included herein.
We had revenues of $826,731 for the year ended April 30, 2021 and no revenues from our operations during the year ended April 30, 2020.
Year Ended April 30, 2021 Compared to Year Ended April 30, 2020
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| Year Ended |
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| |||||||||
|
| April 30, |
|
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| |||||||||
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| 2021 |
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| 2020 |
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| Changes |
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| % |
| ||||
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| ||||
Revenues |
| $ | 826,731 |
|
| $ | - |
|
| $ | 826,731 |
|
|
| 100 | % |
Cost of revenue |
|
| 731,251 |
|
|
| - |
|
|
| 731,251 |
|
|
| 100 | % |
Gross Profit |
|
| 95,480 |
|
|
| - |
|
|
| 95,480 |
|
|
| 100 | % |
Operating Expenses |
|
| (852,808 | ) |
|
| (27,366 | ) |
|
| (825,442 | ) |
|
| 3,016 | % |
Loss from Operations |
|
| (757,328 | ) |
|
| (27,366 | ) |
|
| (729,962 | ) |
|
| 2,667 | % |
Net Loss |
| $ | (757,328 | ) |
| $ | (27,366 | ) |
| $ | (729,962 | ) |
|
| 2,667 | % |
Our audited financial statements report a net loss of $757,328 for the year ended April 30, 2021 compared to a net loss of $27,366 for the year ended April 30, 2020. The increase in net loss during the year ended April 30, 2021 was due to an increase in the operating expenses.
During the year ended April 30, 2021, the Company recognized revenue of $826,731 and incurred cost of revenue of $731,251, generating gross profit of $95,480.
Our operating expenses for the year ended April 30, 2021 were $852,808 compared to $27,366 for the year ended April 30, 2019. The operating expenses consists of general and administrative expenses of $159,014, professional fees of $624,639, salaries and wages of $58,164 and management fee of $10,991. The operating expenses for the year ended April 30, 2020 consisted solely of professional fees. The increase in operating expenses during the year ended April 30, 2021 was due to the business activity of the Company during the year.
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Liquidity and Financial Condition
Working Capital
|
| April 30, |
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| April 30, |
| ||
|
| 2021 |
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| 2020 |
| ||
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Current Assets |
| $ | 19,659 |
|
| $ | 16,127 |
|
Current Liabilities |
| $ | 224,142 |
|
| $ | 5,221 |
|
Working Capital (Deficiency) |
| $ | (204,483 | ) |
| $ | 10,906 |
|
Our total current assets as of April 30, 2021 were $19,659 as compared to total current assets of $16,127 as of April 30, 2020 due to an increase in cash and cash equivalents and accounts receivable.
Our total current liabilities as of April 30, 2021 were $224,142 as compared to total current liabilities of $5,221 as of April 30, 2020. The increase was primarily due to an increase in accounts payable and accrued liabilities and stock payable.
Our working capital deficit at April 30, 2021 was $204,483 as compared to working deficiency of $10,906 as of April 30, 2020. The increase in working capital deficiency was attributed to an increase in accounts payable and accrued liabilities and stock payable.
Cash Flows
|
| Year Ended |
| |||||
|
| April 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
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Cash Flows used in Operating Activities |
| $ | (269,554 | ) |
| $ | (29,391 | ) |
Cash Flows used in Investing Activities |
|
| (5,719 | ) |
|
| - |
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Cash Flows provided by Financing Activities |
|
| 287,680 |
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|
| 29,391 |
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Net increase (decrease) in cash during period |
| $ | 12,407 |
|
| $ | - |
|
Operating Activities
Net cash used in operating activities was $269,554 for the year ended April 30, 2021 compared with net cash used in operating activities of $29,391 during the prior year.
During the year ended April 30, 2021, the net cash used in operating activities was attributed to net loss of $757,328 by stock based compensation of $259,500, depreciation of $478, lease expenses to be settled by common stock of $18,000 and net changes in operating assets and liabilities of $209,796.
During the year ended April 30, 2020, the net cash used in operating activities was attributed to net loss of $27,366, increased by net changes in operating assets and liabilities of $2,025.
Investing Activities
During the year ended April 30, 2021, we used $5,719 for investing activities from the acquisition of equipment. During the year ended April 30, 2020, we did not use any funds in investing activities.
Financing Activities
During the year ended April 30, 2021, net cash from financing activities was $287,680 compared to $29,391 during April 30, 2020. During the year ended April 30, 2021, the Company received proceeds from issuance of preferred stock of $100, proceeds from issuance of common stock of $80 and proceeds from issuance of preferred stock and common stock units of $287,500. During the year ended April 30, 2020, the Company received proceeds from the former Director of the Company of $29,391.
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Cash Requirements
As of April 30, 2021, we had cash and cash equivalents of $12,407, accounts receivable of $5,252 and prepaid expenses of $2,000. During the years ended April 30, 2021 and 2020, we received advances from our former sole officer of $0 and $29,391, respectively, and proceeds from equity issuances of $287,680 and $0, respectively. During the year ended April 30, 2021, the Company recognized revenue of $826,731, incurred cost of revenue of $731,251 and generated gross profit of $95,480. We did not generate any revenue from our business operations during the year ended April 30, 2020.
We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.
Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:
Description |
| Estimated Expenses ($) |
| |
Public Company + Professional Fees |
| $ | 171,707 |
|
General & Administrative Expense |
| $ | 108,650 |
|
Marketing Expenses |
| $ | 542,357 |
|
Initial Personnel |
| $ | 531,500 |
|
HealthGPO |
| $ | 89,503 |
|
cbdGPO |
| $ | 59,669 |
|
GPO PAY - Portal Development |
| $ | 21,000 |
|
GPO SAFE-SHIP |
| $ | 13,500 |
|
GPO Distro |
| $ | 21,310 |
|
GPO Supplies - Inventory |
| $ | 92,344 |
|
Unallocated Working Capital/Contingency |
| $ | 60,000 |
|
Total Expenses |
| $ | 1,711,540 |
|
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,711,540 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.
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We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances 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.
Revenue Recognition
During the year ended April 30, 2021, 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:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
The main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through GPOPRO Services.
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HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.
HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.
In accordance with ASC 606, revenues are recognized when:
| · | The invoice has been generated and provided to the customer. |
| · | The performance obligations of 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. |
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
Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees to be calculated based on its fair value at the measurement date (generally the grant date) and recognized in the consolidated statement of operations over the requisite service period.
Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The Company elected to adopt ASU 2018-07 early. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
| 22 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
GPO Plus, Inc.
Las Vegas, NV
Opinion on the Financial Statements
We have audited the accompanying balance sheets of GPO Plus, Inc. (the Company) as of April 30, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are 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 the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern – Disclosure
The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. At April 30, 2021, the Company had an accumulated deficit of $743,270. The Company has contractual obligations such as commitments for repayments of accounts payable and other accrued liabilities (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their ability to meet the obligations through generation of revenues from operations, management of expenditures, and obtaining debt and/or equity financing for additional funding to meet its operating needs.
We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to generate revenues and manage expenditures, its ability to access funding via debt financing from related and unrelated parties, and its ability to obtain funding via equity financing. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others: (i) evaluating the probability that the Company will be able to generate revenues and manage expenditures, (ii) evaluating the probability that the Company will be able to obtain debt financing, and (iii) evaluating the probability that the Company will be able to access funding from the capital market.
/s/ Pinnacle Accountancy Group of Utah
Pinnacle Accountancy Group of Utah
(a dba of Heaton & Company, PLLC)
We have served as the Company’s auditor since 2018.
Pinnacle Accountancy Group of Utah
Farmington, Utah
September 13, 2021, except the effects of the matters described in Note 4, Note 9 and Note 10 which are dated October 19, 2021
| 23 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GPO PLUS, INC.
AUDITED BALANCE SHEETS
|
| April 30, |
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| April 30, |
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| 2021 |
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| 2020 |
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(Restated - Note 9) |
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ASSETS | ||||||||
Current Assets: |
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Cash and cash equivalents |
| $ |
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| $ |
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Accounts receivable |
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Prepaid expenses |
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Total Current Assets |
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Property, Plant, and Equipment, net |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Stock payable |
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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Founders Series A Non-Voting Redeemable Preferred Stock, $ |
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Stockholders’ Equity (Deficit): |
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Series A Convertible Preferred Shares, $ |
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Founders Class A Common stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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| ( | ) |
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| ( | ) |
Total Stockholders’ Equity (Deficit) |
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| ( | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of these audited financial statements.
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GPO PLUS, INC.
AUDITED STATEMENTS OF OPERATIONS
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| Year Ended |
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| April 30, |
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| 2021 |
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| 2020 |
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| (Restated - Note 9) |
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Revenues |
| $ |
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| $ |
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Cost of revenue |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Professional fees |
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Salaries and wages |
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Management fees - related party |
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Total Operating Expenses |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
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Net Loss Per Common Share: Basic and Diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
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The accompanying notes are an integral part of these audited financial statements.
| 25 |
| Table of Contents |
GPO PLUS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2021 AND 2020
(RESTATED - NOTE 9)
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| Stockholders' Equity (Deficit) |
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| Founders Series A Non-Voting Redeemable Preferred Stock |
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| Series A Convertible Preferred Shares |
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| Founders Class A Common stock |
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| Common stock |
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| Additional Paid In |
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| Accumulated |
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| Total Stockholders' Equity |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| (Deficit) |
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*Balance, April 30, 2019 |
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| - |
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| $ |
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| - |
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| $ |
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| - |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||
Forgiveness of related party loan |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) | ||||
*Balance, April 30, 2020 |
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| - |
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| $ |
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| - |
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| $ |
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| - |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Issuance of Preferred Stock and Class A Common Stock units for cash |
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| - |
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| - |
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| - |
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Issuance of Common Stock for cash |
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| - |
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| - |
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Issuance of Preferred Stock for cash |
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| - |
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Stock based compensation |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) | |||||
Balance, April 30, 2021 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||||||
*Retroactively restated reverse stock split 12:1
The accompanying notes are an integral part of these audited financial statements.
| 26 |
| Table of Contents |
GPO PLUS, INC.
AUDITED STATEMENTS OF CASH FLOWS
|
| Year Ended |
| |||||
|
| April 30, |
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| 2021 |
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| 2020 |
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| (Restated - Note 9) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock based compensation |
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Depreciation of furniture and equipment |
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Lease expense to be settled by common stock |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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| ( | ) |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
|
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| ( | ) | |
Net cash used in Operating Activities |
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| ( | ) |
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| ( | ) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property, plant and equipment |
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Net cash used in Investing Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of preferred stock |
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Proceeds from issuance of common stock |
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Proceeds from issuance of preferred stock and common stock units |
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Proceeds from related party loan |
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Net cash provided by Financing Activities |
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Net change in cash for period |
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Cash at beginning of period |
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Cash at end of period |
| $ |
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| $ |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
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| $ |
| ||
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
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|
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Forgiveness of related party loans |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited financial statements.
| 27 |
| Table of Contents |
GPO PLUS, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
APRIL 30, 2021
(Restated - Note 9)
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. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.
On April 2, 2018, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.
On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.
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. The shares were acquired in a private transaction using Mr. Pojunis’ personal funds. Mr. Pojunis’s ownership has since been diluted to 29.04%, and Mr. Chen no longer holds any equity interest in the Company.
We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of April 30, 2021 have been prepared using generally accepted accounting principles in the United States of America 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 revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss of $
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.
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 and are presented in US dollars. The Company’s year-end is April 30.
| 28 |
| Table of Contents |
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash and Cash Equivalents
For 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, 2021 and April 30, 2020, the Company had cash and cash equivalents of $
Accounts Receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded 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 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, 2021 and April 30, 2020, the Company had accounts receivable of $
Prepaid Expense
Prepaid expenses relate to security deposit for 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.
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 | 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 income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), 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 the year ended April 30, 2021 and 2020, no impairment losses have been identified.
As of April 30, 2021 and April 30, 2020, Property, Plant and Equipment was $
| 29 |
| Table of Contents |
Revenue Recognition
During the year ended April 30, 2021, 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:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
The main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through GPOPRO Services.
During the year ended April 30, 2021, the Company recognized $
HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.
HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.
In accordance with ASC 606, revenues are recognized when:
| · | The invoice has been generated and provided to the customer. |
| · | The performance obligations of 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. |
During the year ended April 30, 2021, the Company recognized revenue of $
Financial Instruments
The carrying values of our financial instruments, with the exception of the Series A Convertible Preferred Stock, including, cash and cash equivalent, accounts receivable, and accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments.
| 30 |
| Table of Contents |
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
Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.
Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The Company elected to adopt ASU 2018-07 early. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.
During the year ended April 30, 2021 and 2020, the Company recorded $
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| April 30, |
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| 2021 |
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| 2020 |
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Common stock award to consultants |
| $ |
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| $ | - |
| |
Restricted common stock award to employees |
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| - |
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| $ |
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| $ | - |
| |
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing 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. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had
New Accounting Pronouncements
In November 2019, the FASB issued ASU No. 2019-08, Compensation-Stock Compensation and Revenue from Contracts with Customers; Codification Improvements- Share-Based Consideration Payable to a Customer. ASU 2019-08 is effective for reporting periods beginning after December 15, 2019. ASU 2019-08 requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Top 718, Compensation – Stock Compensation. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. Measuring and classifying share-based payments to customers under Top 718 provide fewer measurement dates for the instruments, fewer instances of classifying the instruments as liabilities; and more consistent accounting with share-based payments made to other nonemployees. The impact of this new standard on the Company’s financial statements has not been material.
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In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial statements.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – CAPITAL STOCK
Share Capital
On June 19, 2020,
On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following:
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On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating
Ordinary Common Stock
On December 30, 2020, the Company issued
On December 29, 2020, the Company issued restricted stock awards for
On January 1, 2021, the Company issued
As of April 30, 2021 and April 30, 2020, the issued and outstanding ordinary common stock was
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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 of
The founder’s series A non-voting redeemable preferred stock has a redemption value of $
As of April 30, 2021, the Company had
Series A Convertible Preferred Stock
The Company has designated
On January 21, 2021, the Company issued
On January 21, 2021, the Company issued
As of April 30, 2021, the Company had
Stock Payable
On August 5, 2020, the
During the year ended April 30, 2021, the Company recorded stock payable of $
NOTE 5 – RELATED PARTY TRANSACTIONS
On January 21, 2021, the Company issued
During the year ended April 30, 2021, the Company incurred management fees of $
On January 21, 2021, the Company issued
During the year ended April 30, 2020, the Company received loans from its former sole officer and director totaling $
NOTE 6 – COMMITTMENTS AND CONTINGENCIES
Consulting Agreement
On January 1, 2021, the Company signed a consulting service agreement with an independent contractor. Pursuant to the agreement, the Company issued
Office Leases
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. This office is currently leased for a term of
The Company also maintains a sales office at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of
The leases are exempt from the provisions of ASC 842, Leases, due to the short-terms of their durations.
NOTE 7 – 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.
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The reconciliation of the net operating loss for year ended April 30, 2021 and 2020 is shown as follows:
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| April 30, |
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| April 30, |
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| 2020 |
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Net loss |
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| $ | ( | ) |
Add: Stock based compensation |
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Net operating loss |
| $ | ( | ) |
| $ | ( | ) |
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, 2021 and 2020, are as follows:
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| 2021 |
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| 2020 |
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Net operating loss carryforward |
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Effective tax rate |
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Deferred tax asset |
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Less: Valuation allowance |
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Net deferred asset |
| $ |
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| $ |
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The valuation allowance increased by $
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, 2021 or 2020. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense 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 at April 30, 2021 or 2020.
NOTE 8 – RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at April 30, 2021. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained.
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NOTE 9 – RESTATEMENT OF FINANCIAL STATEMENTS
The Company’s financial statements as of April 30, 2021, contained an understatement of professional fees and accounts payable of $132,874 for the unrecorded legal fees, overstatement of weighted average number of basic and diluted common shares outstanding as of April 30, 2021 and incorrect reclassification of Founders Series A non-voting redeemable preferred stock that is redeemable at the holder’s options under mezzanine equity as permanent equity.
The effects of the adjustments on the Company’s previously issued financial statements as of April 30, 2021 are summarized as follows:
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| Adjustment |
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Operating Expenses |
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Professional fees |
| $ |
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Total Operating Expenses |
| $ |
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| $ |
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| $ |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Net Loss Per Common Share: Basic and Diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
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| Restatement |
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| Adjustment |
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| Restated |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
| $ |
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| $ |
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| $ |
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Total Current Liabilities |
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Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 and 0 shares issued and outstanding at April 30, 2021 and April 30, 2020, respectively |
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Stockholders' Equity (Deficit): |
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Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 and 0 shares issued and outstanding at April 30, 2021 and April 30, 2020, respectively |
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| ( | ) |
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Additional paid in capital |
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| ( | ) |
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Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Equity (Deficit) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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| Originally |
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| Restatement |
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| Reported |
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| Adjustment |
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| Restated |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Changes in operating assets and liabilities: |
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Accounts payable and accrued liabilities |
| $ |
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| $ |
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| $ |
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NOTE 10 – SUBSEQUENT EVENTS
Subsequent to April 30, 2021 and through the date that these financials were issued, the Company had the following subsequent events:
On September 8, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $
On May 21, 2021, the Company authorized the sale and issuance of up to
On May 21, 2021, the Company issued restricted stock awards for
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On May 21, 2021, the Company issued 175,000 Series A Non-Voting Redeemable Preferred Shares to an executive at $
On May 21, the Company issued
On June 16, 2021, (the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000 (the “Note”), convertible at $1.00 per share. Additionally, the Company issued to the investor
On September 28, 2021, the Company issued
On October 6, 2021, the Company issued
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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, being April 30, 2021. 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.
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, 2021 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, 2021, 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, 2022: (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. 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.
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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 |
| President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director | 41 |
| 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, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole Director.
Mr. Pojunis has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole 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, 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.
Our company believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer of our company.
Employment Agreements
We have no formal employment agreements with any of our directors or officers.
Family Relationships
Not Applicable
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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); |
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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; |
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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; |
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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; |
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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 |
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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. |
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons beneficially owning more than ten percent of our equity securities to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission. As of the end of our fiscal year ended April 30, 2020, our officers, directors and persons beneficially owning more than 10% were not subject to file these reports.
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.
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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 President 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, 2021. 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 officer; |
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| (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2021 and 2020; and |
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| (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, 2019 and 2018, 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 $100,000 for the respective fiscal year: |
SUMMARY COMPENSATION TABLE
Name and |
| Year |
| Salary ($) |
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| Bonus ($) |
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| Stock Awards ($) |
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| Option Awards ($) |
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| Non-Equity Incentive Plan Compensa-tion ($) |
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| Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings ($) |
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| All Other Compensa-tion ($) |
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| Total ($) |
| ||||||||
Brett H. H. Pojunis |
| 2021 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Sole Officer and Director |
| 2020 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Jian Han Chen(1) |
| 2021 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Former President, CEO, CFO, Treasurer |
| 2020 |
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| - |
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| - |
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| - |
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and Director |
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Chun Hao Chen (2) |
| 2021 |
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Former Secretary |
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____________
(1) | Jian Han Chen resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director on May 5, 2020. |
(2) | Chun Hao Chen resigned as Secretary of the Company on May 5, 2020. |
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.
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Grants of Plan-Based Awards
During the fiscal year ended April 30, 2021 we did not grant any stock options.
Option Exercises and Stock Vested
During our fiscal year ended April 30, 2021 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 certain information concerning the number of shares of our common stock owned beneficially based on 20,470,066 shares issued and outstanding as of October 13, 2021 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
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| Percentage of Class(1) |
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Brett H. Pojunis 3571 E. Sunset Road, Suite #300 Las Vegas, Nevada 89120 |
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| 5,500,000 |
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| 29.04 | % |
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Michael Fugler 3571 E. Sunset Road, Suite #300 Las Vegas, Nevada 89120 |
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| 6,070,500 |
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| 32.05 | % |
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Directors and Executive Officers as a Group |
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| 5,500,000 |
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5% Shareholders as a Group |
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| 11,570,500 |
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| 61.09 | % |
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(1) | A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. |
Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. The company does not have any arrangements for such issuances or arrangements at this time.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2021, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
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 the executive of the Company at $0.0001 per share for consideration of $50.
During the year ended April 30, 2021, the Company incurred management fees of $10,991 to the CEO of the Company.
During the years ended April 30, 2021 and 2020, the Company’s former sole officer and director loaned the Company $0 and $29,391, respectively, to pay for operating expenses. These amounts were non-interest-bearing and due on demand. During the year ended April 30, 2020 and in conjunction with the change in control on May 5, 2020, the aggregate related party loan of $101,659 was forgiven.
Director Independence
We currently act with one director, Brett H. Pojunis
We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2021 and for fiscal year ended April 30, 2020 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:
Fee Category |
| Year Ended April 30, |
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Audit Fees |
| $ | 16,500 |
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All Other Fees |
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Total Fees |
| $ | 16,500 |
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| $ | 11,500 |
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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. |
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| (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 |
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| INCORPORATED BY REFERENCE | ||||
EXHIBIT NUMBER | Exhibit Description | Form | Exhibit | Filing Date | ||||
(3) |
| (i) Articles of Incorporation, (ii) Bylaws |
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S-1 |
| 3.1 |
| September 22, 2016 | ||||
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| S-1 |
| 3.2 |
| September 22, 2016 | ||
| Articles of Merger filed with the Nevada Secretary of State on January 31, 2018 |
| 8-K |
| 3.1 |
| March 29, 2018 | |
| Certificate of Change filed with the Nevada Secretary of State on January 31, 2018 |
| 8-K |
| 3.2 |
| March 29, 2018 | |
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| 8-k |
| 3.1 |
| August 20, 2020 | ||
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| 3.2 |
| August 20, 2020 | ||
(31) |
| (i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications |
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31.1* |
| Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer |
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(32) |
| Section 1350 Certifications |
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32.1** |
| Section 1350 Certification of Chief Executive Officer and Chief Financial Officer |
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(100) |
| Interactive Data File |
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101.INS** |
| Inline XBRL Instance Document |
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101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||
_________
*Filed herewith.
**Furnished 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. | |||
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Dated: October 25, 2021 | By: | /s/ Brett H. Pojunis | |
Brett H. Pojunis | |||
President, Chief Executive Officer, | |||
(Principal Executive 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.
Dated: October 25, 2021 | /s/ Brett H. Pojunis |
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Brett H. Pojunis |
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President, Chief Executive Officer, |
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(Principal Executive Officer, |
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