GPO Plus, Inc 10-K for FY2024
GPO Plus, Inc. (GPOX)
About this 10-K
GPO Plus, Inc filed this 10-K on August 19, 2024, covering the fiscal year ended April 30, 2024 (FY2024).
Headline figures
Fiscal year ended April 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.36M
- up 566.6% from $653.52K a year earlier
- Net loss
- $4.94M
- compared with a net loss of $4.04M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended:
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐
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 | ||
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| 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 as of October 31, 2023, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $
As of August 13, 2024, the Registrant had
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., unless otherwise indicated.
PART I
ITEM 1. BUSINESS
General Overview
History
GPO Plus, Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016, under the name Koldeck, Inc. for the purpose of operating a publishing business providing services of professional ghost writers, content writers, editors, and publishers. We have since changed our business model and are now operating as a publicly traded global holding company of industry specific group purchasing organizations (GPOs), presently trading under the stock symbol GPOX.
Our business and corporate headquarters address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120, and our telephone number is 702-840-1020. Our corporate website is gpoplus.com and our section for shareholders is gpoplus.com/ir.
We do not have any subsidiaries as of the date of this Annual Report.
The Company
Our Current Business
GPOPlus+ (GPOX)
GPOPlus+ “GPOX” is a leading Direct Store Delivery “DSD” distribution company pioneering the future of distribution to convenience stores and gas stations with its technology-driven distribution model.
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Our strategic approach involves a close collaboration with retailers to curate a tailored selection of fast-moving consumer goods (FMCG) that cater to the specific needs of their customer base. By visiting our retail partners weekly, we ensure that shelves are consistently stocked with the most sought-after products, maintaining optimal inventory levels, and maximizing retail success. This partnership extends to working directly with manufacturers and vendors, enhancing our product lineup, and, in some cases, creating our own branded products to fill market gaps.
Our in-house technology platform, PRISM+, is at the core of our operations, designed to streamline the distribution process. PRISM+ supports efficient delivery, inventory management, data analytics, and overall operational excellence, enabling us to reliably and effectively meet the dynamic needs of our partners.
Overview
GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.
Understanding our retail partners' critical needs and challenges, we work closely with them to identify pain points and devise tailored solutions that exceed their expectations! Our commitment to distribution superiority is mirrored in our approach to product selection. We align product offerings with consumer demand by identifying the most relevant and sought-after items; we collaborate with best-in-class vendors, manufacturers, and brands to curate an exceptional product lineup. In some cases, GPOX manufactures products, ensuring our market-leading portfolio remains diverse, exclusive, highly profitable, and in demand. This unique approach enables us to deliver unparalleled value to our retail partners, ensuring that their shelves are consistently stocked with the products consumers want the most.
GPOX is not just a distributor; we are a partner invested in the success of our clients. Our rapid growth is a testament to the effectiveness of our DSD model and the trust placed in us by some of the country's largest convenience store and gas station chains.
Over the last year, we discovered that a few distributors deliver 80% - 85% of products in convenience stores and gas stations, while the remaining 15% - 20% is handled by numerous regional vendors using a drop-ship model. Our mission is to consolidate this fragmented 15% - 20% market, leveraging our extensive service area, our weekly DSD service, and approaching independent store operators to gain a significant competitive advantage.
We are deeply committed to perfecting every aspect of our DSD distribution service. We believe in the power of getting it right - building a scalable, robust business model that can expand without sacrificing quality. Our strategy to achieve this encompasses all distribution aspects, from customer service provided by our drivers to efficient warehouse operations to full technology implementation. While pursuing perfection, our strategy includes onboarding new customers in our existing service area and doing so until we get it right!
We have invested time, money, and resources to build the infrastructure for a highly scalable business model capable of nationwide expansion, not just facilitating our current customer base. Once we have solidified our operations and ensured the success of these partnerships, we will set our sights on 2025 and beyond, aiming to scale up to serve over 20,000 locations nationwide.
Industry Background: How BIG is Our Target Market?
In 2023, the United States boasted approximately 152,396 convenience stores and gas stations, with single-store operators making up 96,161 (63.1%) of these establishments, indicating a strong presence of independent ownership within the market. We empower independent retailers with the same level of service and pricing as large chains.
Total industry revenues approached $860 Billion for the year, with $532.2 Billion derived from motor fuel sales and $327.6 Billion from in-store sales, highlighting the significant revenue potential beyond just fuel.
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Our Target Market
Over the last year, we learned that 80% - 85% of all the products you see in convenience stores and gas stations are delivered by just a few distributors. The remaining 15% - 20% is serviced by dozens, in some cases more than 50+ vendors and distributors, with primarily a drop-ship model. Many of these vendors and/or distributors are regional; the larger the convenience store/gas station chain, the fewer vendors they want to work with. Our mission is to consolidate the 15% - 20% of highly fragmented products represented by many vendors and distributors. This is our Target Market, where we have a significant competitive advantage due to our large service area and weekly DSD service!
Our Opportunity
The opportunity within this sector also lies mainly in the in-store sales domain, which is growing in diversity and volume. As consumer preferences shift towards quick, accessible shopping for a broader range of products, convenience stores are uniquely positioned to meet these demands. This market dynamic presents a fertile ground for companies like GPOX looking to capitalize on the expanding role of convenience stores beyond traditional fuel sales, offering substantial returns on investments in enhancing in-store offerings and customer experience.
Getting Really, Really Good at DSD Distribution
The GPOX Team is dedicated to perfecting our DSD model by optimizing each aspect of our distribution process to ensure efficiency, profitability, and customer satisfaction by merging traditional distribution practices with innovative technologies. Our approach focuses on advanced logistics technology, rigorous training for our teams, and strategic partnerships with retailers to streamline the flow of goods directly to stores. This integration ensures high-quality control and supply chain resilience by distributing and manufacturing high-demand products, positioning us as a key player in the convenience retail sector.
This unique approach centers around a deep collaboration with retail partners and vendors. We distribute and manufacture high-demand products, making us a pivotal player in the convenience retail ecosystem. This vertical integration allows us to control quality and improve supply chain resilience, providing a consistent and reliable service to all our partners.
Our in-house technology platform, PRISM+, is at the forefront of supply chain management, driver management, and maintaining tight control over inventory. It enables precise inventory tracking, optimizes delivery routes, and ensures accurate, timely fulfillment. This reduces overhead costs and increases profitability for GPOX and our partners, distinguishing us as a strategic ally invested in their success.
Our in-person direct delivery model cuts operational costs for retailers and strengthens retailer relationships through consistent quality service and customized in-store promotions. As we refine our processes, GPOX is poised to lead in DSD distribution for gas stations and convenience stores, offering unparalleled value to our partners and an enhanced consumer experience.
Part of our DSD model is sourcing and manufacturing high quality products with high sales velocity and data analysis to refine an optimal product mix on a store-by-store basis. We continually work with vendors and manufacturing partners to source the best-suited products for our retail partners. When we increase the number of stores we provide distribution services to, we also increase the global footprint of our vendor partner's products, thus increasing their reach for a win-win for all! We are negotiating better deals with better terms and margins and will continue to do so, like a Group Purchasing Organization or a GPO!
We Are Problem Solvers!
We solve many problems for our retail partners just by being in the store weekly. Solving these problems creates a lot of value for GPOX, making us an indispensable partner. The problems solved include but are not limited to:
| · | Inventory Optimization: Store owners and managers no longer have to place orders for these products, as we replenish them with our weekly service. We manage weeks of supply. |
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| · | Saves Retail Space: Retailers no longer have to take up valuable retail space to store additional products; they have precisely what they need for that week or delivery period. |
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| · | Saves Labor Costs: Store owners and managers no longer have to break down pallets, enter the products into inventory, and restock shelves. |
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| · | Planogram Integrity: At the corporate level, the category managers can rest assured their planograms for each store layout are being adhered to, leading to more accurate reporting, forecasting, and sales. |
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| · | Analytics: Using our technology, enhanced reporting provides insights into customer buying behaviors, leading to optimal product assortments and inventory levels. |
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| · | Right products, in the right place at the right time. |
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| · | Offering category expansion opportunities |
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| · | We provide market research for clients' growth initiatives. |
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| · | Territory: GPOX provides DSD service throughout the Midwest, which is the most challenging territory for this level of service. In the past, the Midwest was primarily serviced only by broadline or super-regional distributors. |
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| · | Relationships: Our dedicated driving team has the lowest turnover rate in the industry, which means our store relationships are unmatched. This creates the opportunity to bring additional business and receive accurate customer feedback in real time. |
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| · | Speed: Without lightning-fast response time to market trends and regulation changes, our competitors can compete! |
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| · | Trends: Our speed of market is an advantage for the retailer and our supplier partners. |
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| · | In Stock: Thanks to our model's efficiencies, retailers experience few to no out-of-stock, benefiting both the retailer and supplier. We partner with or handle supply disruptions so our clients can focus on their growth initiatives. |
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| · | Retailer Private Label Products: The private label sector faces challenges related to customer perception of quality and competing with national brands. Analyzing sales data helps us support category managers in refining their product assortment, and DSD service protects the assortment from the common practice of national brands encroaching on shelf space. These practices contribute to a robust private label program for retailers, increasing our relationship's value. |
We solve unique needs, like helping with new store set-ups & launches, which go beyond typical distribution relationships.
GPOX Product Portfolio Strategy
As we continue to grow, we are dedicated to expanding our product portfolio to meet the evolving needs of gas stations and convenience stores. We aim to represent diverse top-selling products that drive sales and enhance customer satisfaction.
To achieve our growth objectives, we conduct thorough market research to identify emerging trends and consumer preferences specific to gas stations and convenience stores. This enables us to select top-selling products that align with current demand. The establishment of strong partnerships with best-in-class vendors and manufacturers known for their commitment to quality, innovation, and reliability is crucial. We rigorously evaluate potential products for inclusion in our portfolio to ensure they meet our standards for quality and compliance.
PRISM+ Overview
PRISM+ (Predictive Route, Inventory, and Service Management) is our in-house technology platform is designed specifically for the gas station and convenience store industry. As a DSD (Direct Store Delivery) distributor, PRISM+ enables us to optimize and streamline our operations, driving significant efficiencies and enhancing service quality.
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How We Generate Sales
We have worked hard to simplify our business model. The way we generate revenue is easy to understand.
Current Revenue Streams
We currently make money from the products we deliver to stores as follows:
| 1. | Wholesale Markup + Volume Discounts: We purchase products from manufacturers at wholesale or discounted prices and sell them to retailers at a higher price. By selling large volumes, we benefit from economies of scale, which reduces our per-unit costs and increases our profit margins. The primary source of our revenue is the difference between our wholesale cost and the price at which we sell to retailers (the markup or margin). |
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| 2. | Manufacturing: In some cases, we manufacture our own products. When GPOX is the manufacturer, we achieve significantly higher margins than wholesale products. Our profit margins are the difference between our manufacturing costs and the price we sell to retailers. This is superior to the profit from a markup on a product purchased from an outside manufacturer. |
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| 3. | Delivery/Distribution Fees: We charge retailers a delivery fee for our weekly Direct Store Delivery (DSD) service. Sometimes, we purchase products on their behalf and store them in our Regional and Mini Hubs, and we earn a modest margin on these products when they are delivered. |
Employees and Consultants
We had 19 employees as of April 30, 2024 or as at the date of this Annual Report. As of the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 10 to 15 employees during fiscal 2025. We may also engage independent contractors as required to assist us in developing our business.
ITEM 1A. RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Our principal business and corporate address are 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. This office is currently leased for a term of 12 months at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company (calculated based on a 10% discount to fair market value at the time of payment) and $2,000 payable in cash. We may extend our lease on a month-to-month basis following the expiration of the initial term.
The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending December 31, 2024, at a cost of $4,500 per month.
We do not, currently, have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.
As of the date of this Annual Report, we are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is a limited public market for our common shares. Our common shares have been listed for quotation on the OTCQB under the trading symbol “GPOX” since March 2021. Trading in stocks quoted on the OTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. OTC securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that are financially distressed, in bankruptcy, or do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As of August 13, 2024, we had 134 shareholders of record of our common stock with 57,633,014 shares of common stock issued and outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Equity Compensation Plans
On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.
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The following table provides information regarding our equity compensation plans as of April 30, 2023:
Equity Compensation Plan Information
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| Number of securities remaining available for future issuance under equity compensation plans | |||
Equity compensation plans approved by security holders |
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| 1,867,122 common | |||
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Recent Sales of Unregistered Securities
There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.
Year ended April 30, 2024
During the year ended April 30, 2024, the Company issued 2,310,237 shares of common stock for the conversion of convertible note principal of $225,000 and repayment of promissory notes of $31,050. (Note 8)
During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred Stock of $57,751.
During the year ended April 30, 2024, the Company issued 1,320,000 shares of common stock for term extension of promissory notes.
During the year ended April 30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes.
During the year ended April 30, 2024, the Company issued 210,865 shares of common stock for office lease.
During the year ended April 30, 2024, the Company issued 5,632,968 shares of common stock to senior management and executives at $761,950 for services.
During the year ended April 30, 2024, the Company issued 6,994,844 shares of common stock to non-affiliated consultants at $865,654 for services.
Issuer Purchases of Equity Securities
There were no repurchases of common stock for the year ended April 30, 2024 or subsequently through the date of this report.
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ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the years ended April 30, 2024 and 2023, which are included herein.
Year Ended April 30, 2024 Compared to Year Ended April 30, 2023
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Revenues |
| $ | 4,356,303 |
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| $ | 653,516 |
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| $ | 3,702,787 |
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| 567 | % |
Cost of revenue |
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| (3,053,654 | ) |
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| 653 | % |
Gross Profit |
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| 835,145 |
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| 186,012 |
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| 649,113 |
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| 349 | % |
Operating Expenses |
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| (4,828,673 | ) |
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| (3,800,241 | ) |
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| (1,028,432 | ) |
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| 27 | % |
Loss from Operations |
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| (3,993,528 | ) |
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| (3,614,229 | ) |
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| 10 | % |
Other Expenses |
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| (944,406 | ) |
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| (421,284 | ) |
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| (523,122 | ) |
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| 124 | % |
Net Loss |
| $ | (4,937,934 | ) |
| $ | (4,035,513 | ) |
| $ | (902,421 | ) |
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| 22 | % |
Our audited financial statements report a net loss of $4,937,934 for the year ending April 30, 2024, compared to a net loss of $4,035,513 for the year ending April 30, 2023. The increase in net loss during the year ended April 30, 2024 was due to an increase in the operating expenses and interest expenses related to promissory notes.
During the years ended April 30, 2024 and 2023, the Company recognized revenue of $4,356,303 and $653,516 and incurred cost of revenue of $3,521,158 and $467,504, generating gross profit of $835,145 and $186,012, respectively.
Our operating expenses for the year ended April 30, 2024 were $4,828,673 compared to $3,800,241 for the year ended April 30, 2023. The operating expenses for the year ended April 30, 2024 consisted of general and administrative expenses of $1,589,393, professional fees of $2,055,314, professional fees – related parties of $784,973 and management fees and salaries – related parties of $393,993. The operating expenses for the year ended April 30, 2023 consisted of general and administrative expenses of $590,088, professional fees of $1,784,260, professional fees – related parties of $843,226 and management fees and salaries – related parties of $582,667. The increase in operating expenses during the year ended April 30, 2024 was due to the increase in salaries and wages, consulting fees, rent, insurance and travel expense to support the increasing business activities.
Our other expense for the year ended April 30, 2024 was $944,406 compared to $421,284 for the year ended April 30, 2023. The increase in other expense was due to the increase in interest expense. During the year ended April 30, 2024, the Company incurred interest expense from loans of $486,471, interest expense from finance leases of $15,982 and debt discount amortization of $450,753. During the year ended April 30, 2023, the Company incurred interest expense from loans of $93,507, interest expense from finance lease of $855 and debt discount amortization of $326,922. During the year ended April 30, 2024, the Company recorded other income of $8,800 generated through the settlement of assets purchase with issuance of common stock from the difference between Company’s stock price at December 13, 2022 of $0.19 and stock price at April 30, 2023 of $0.168.
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Liquidity and Financial Condition
Working Capital
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Current Assets |
| $ | 564,499 |
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| $ | 325,458 |
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Current Liabilities |
| $ | 4,309,483 |
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| $ | 2,389,691 |
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Working Capital (Deficiency) |
| $ | (3,744,984 | ) |
| $ | (2,065,233 | ) |
Our total current assets as of April 30, 2024 were $564,499 as compared to total current assets of $325,458 as of April 30, 2023, due to an increase inventory, accounts receivable and cash.
Our total current liabilities as of April 30, 2024 were $4,309,483 as compared to total current liabilities of $2,389,691 as of April 30, 2023. The increase was primarily due to an increase in accounts payable and accrued liabilities, promissory note payable, stock payable and accrued interest.
Our working capital deficit on April 30, 2024 was $3,744,984 as compared to working capital deficit of $2,065,233 as of April 30, 2023. The increase in working capital deficiency was attributed to an increase in accounts payable and accrued liabilities, promissory note payable, stock payable and accrued interest.
Cash Flows
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Cash Flows used in Operating Activities |
| $ | (1,381,751 | ) |
| $ | (1,338,214 | ) |
Cash Flows used in Investing Activities |
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Cash Flows provided by Financing Activities |
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| 1,455,173 |
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| 1,417,386 |
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Net increase (decrease) in cash during period |
| $ | 13,919 |
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| $ | 52,619 |
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Operating Activities
Net cash used in operating activities was $1,381,751 for the year ended April 30, 2024 compared with net cash used in operating activities of $1,338,214 during the prior year.
During the year ended April 30, 2024, the net cash used in operating activities was attributed to net loss of $4,937,934, decreased by stock-based compensation of $953,469, stock based compensation – related parties of $784,973, stock issued for promissory note extension of $31.975, lease expense settled by common stock $28,691, non-cash interest expense for promissory note extension $233,172, non-cash interest expense for promissory notes of $13,493 depreciation of furniture and equipment of $29,980, depreciation of right-of-use assets of $42,010, amortization of intangible assets of $28,518, amortization of promissory note discount of $450,753, interest expense on finance lease of $15,779 and net changes in operating assets and liabilities of $952,170.
| 11 |
| Table of Contents |
During the year ended April 30, 2023, the net cash used in operating activities was attributed to net loss of $4,035,513, decreased by stock-based compensation of $1,296,031, stock based compensation – related parties of $843,226, stock issued for promissory note extension of $63,450, lease expense settled by common stock $32,591, depreciation of furniture and equipment of $7,212, depreciation of right-of-use assets of $2,753, amortization of intangible assets of $23,263, amortization of promissory note discount of $311,441, amortization of convertible note discount of $15,480, interest expense on finance lease of $855 and net changes in operating assets and liabilities of $110,997.
Investing Activities
During the year ended April 30, 2024, we used $59,503 for purchase of property and equipment. During the year ended April 30, 2023, we used $26,553 for purchase of intangible assets.
Financing Activities
During the year ended April 30, 2024, net cash from financing activities was $1,455,173 compared to $1,417,386 during the year ended April 30, 2023. During the year ended April 30, 2024, we received proceeds from issuance of promissory notes of $1,178,500 and proceeds for issuance of Series C preferred shares of $615,000, offset by repayments for finance leases of $51,447 and repayment of promissory note $286,880.
During the year ended April 30, 2023, we received proceeds from issuance of common stock of $24,757, proceeds from exercise of warrants of $42,000 and proceed from issuance of promissory notes of $1,425,000, offset by repayments for finance leases of $19,371 and repayment of promissory notes of $55,000.
Cash Requirements
As of April 30, 2024, we had cash of $69,415, accounts receivable of $57,792, prepaid expenses of $35,410 and inventory of $402,152. During the year ended April 30, 2024, we received proceeds from issuance of promissory notes of $1,178,00 and Series C preferred shares of $615,000. During the year ended April 30, 2024, the Company recognized revenue of $4,356,303, incurred cost of revenue of $3,521,158 and generated gross profit of $835,145. During the year ended April 30, 2023, the Company recognized revenue of $653,516, incurred cost of revenue of $467,504 and generated gross profit of $186,012.
We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.
Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:
|
| Estimated |
| |
Description |
| Expenses ($) |
| |
Public Company + Professional Fees |
| $ | 200,000 |
|
General & Administrative Expense |
| $ | 1,800,000 |
|
Marketing Expenses |
| $ | 600,000 |
|
Initial Personnel |
| $ | 100,000 |
|
GPO Distro |
| $ | 500,000 |
|
GPO Supplies - Inventory |
| $ | 150,000 |
|
Unallocated Working Capital/Contingency |
| $ | 100,000 |
|
Total Expenses |
| $ | 3,450,000 |
|
| 12 |
| Table of Contents |
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $3,450,000 over the next 12 months to pay for our planned expenses. In addition, our planned expenses, including legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.
Contractual Obligations
Not required for smaller reporting companies
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Revenue Recognition
During the year ended April 30, 2024, the Company generated its first revenue since its establishment. The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
| • | The invoice has been generated and provided to the customer. |
| • | The performance obligations for delivery of products are stated in the invoice. |
| • | The transaction price has been identified in the invoice. |
| • | The Company has allocated the transaction price to performance obligation in the invoice. |
| • | The Company has shipped out the product and, therefore, satisfied the performance obligation. |
| 13 |
| 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
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
| 14 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of GPO Plus, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of GPO Plus, Inc. (the Company) as of April 30, 2024, and the related statement of operations, stockholders’ deficit, and cash flows for the year 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, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Company as of April 30, 2023, were audited by other auditors whose report dated August 30, 2023, expressed an unqualified opinion on those statements.
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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
August 19, 2024
We have served as the Company’s auditor since 2024.
PCAOB ID Number
| 15 |
| 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 sheet of GPO Plus, Inc. (the Company) as of April 30, 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year 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, 2023, and the results of its operations and its cash flows for the year 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/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
August 30, 2023
(Pinnacle PCAOB ID: 6117)
16 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GPO PLUS, INC.
BALANCE SHEETS
|
| April 30, |
|
| April 30, |
| ||
|
| 2024 |
|
| 2023 |
| ||
ASSETS |
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| ||
Current Assets: |
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| ||
Cash |
| $ |
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| $ |
| ||
Accounts receivable |
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| ||
Prepaid expenses |
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| ||
Inventory, net |
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| ||
Total Current Assets |
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| ||
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Finance lease right-of-use assets, net |
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| ||
Property and equipment, net |
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| ||
Intangible assets, net |
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| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Accrued liabilities - related parties |
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Convertible note payable, net of debt discount of $ |
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Promissory note payable, net of debt discount of $ |
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Finance lease liabilities |
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Stock payable - related parties |
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Stock payable |
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Total Current Liabilities |
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Finance lease liabilities - non-current |
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Total Liabilities |
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Commitments and Contingencies (Note 11) |
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Founders Series A Non-Voting Redeemable Preferred Stock, $ |
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Series A Non-Voting Redeemable Preferred Stock, $ |
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Stockholders' Deficit: |
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Series A Preferred Shares, $ |
|
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Series C 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 |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited financial statements.
| 17 |
| Table of Contents |
GPO PLUS, INC.
STATEMENTS OF OPERATIONS
|
| Year Ended |
| |||||
|
| April 30, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
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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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Professional fees - related parties |
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Management fees and salaries - related parties |
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Total Operating Expenses |
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Loss from operations |
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| ( | ) |
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Other Income (Expense) |
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Other income |
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Interest expense |
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Total Other Income (Expense) |
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| ( | ) |
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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.
| 18 |
| Table of Contents |
GPO PLUS, INC.
AUDITED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED APRIL 30, 2024 AND 2023
|
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| Stockholders' Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Founders Series A Non-Voting Redeemable Preferred Stock |
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| Series A Non-Voting Redeemable Preferred Stock |
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| Series A Convertible Preferred Shares |
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| Series C 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' |
| |||||||||||||||||||||||||||||||||
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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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| 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, 2022 |
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| $ |
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| $ |
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| $ |
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| - |
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| $ | - |
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| $ | ( | ) |
| $ | ( | ) | |||||||||||
Stock based compensation |
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| - |
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Stock based compensation - related party |
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Issuance of common stock for promissory note extension |
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Issuance of common stock for prepaid expense |
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Issuance of common stock for lease |
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Issuance of common stock for cash |
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Issuance of common stock for exercise of warrants |
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Issuance of common stock for furniture and equipment |
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Issuance of common stock for intangible assets |
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Issuance of common stock for note conversion |
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Issuance of common stock for note inducement |
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Issuance of common stock for salary payable - related party |
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| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Cancellation of common stock - related parties |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||
Forgiveness of related party loan |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
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|
|
|
|
|
|
|
|
|
|
| |||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||||
Balance, April 30, 2023 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of debts |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock for conversion of Founders Series A Non-Voting Redeemable Preferred Stock |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Issuance of Series C Preferred Shares for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock for loan extension |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock for loan inducement |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock for office lease |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock to related parties for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Issuance of common stock for services |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Adjustment for issuance of common stock for settlement of payable for assets acquisition |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||
Adjustment on valuation of common stock issued |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||
Issuance of Series C Preferred Shares for repayment of promissory notes |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||||
Balance, April 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||||
The accompanying notes are an integral part of these audited financial statements.
| 19 |
| Table of Contents |
GPO PLUS, INC.
STATEMENTS OF CASH FLOWS
|
| Year Ended |
| |||||
|
| April 30, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation for services |
|
|
|
|
|
| ||
Stock based compensation for services - related parties |
|
|
|
|
|
| ||
Stock issued for promissory note extension |
|
|
|
|
|
| ||
Lease expense settled by common stock |
|
|
|
|
|
| ||
Other income from issuance of common stock for assets acquisition |
|
| ( | ) |
|
|
| |
Non-cash interest expense for promissory note extension |
|
|
|
|
|
| ||
Non-cash interest expense for promissory note |
|
|
|
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|
| ||
Depreciation of furniture and equipment |
|
|
|
|
|
| ||
Depreciation of right-of-use-assets |
|
|
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|
| ||
Amortization of intangible assets |
|
|
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|
| ||
Amortization of promissory note discount |
|
|
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|
| ||
Amortization of convertible note discount |
|
|
|
|
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| ||
Interest expense on finance lease |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
| ( | ) |
|
| ( | ) |
Inventory |
|
| ( | ) |
|
| ( | ) |
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Accrued liabilities - related parties |
|
| ( | ) |
|
|
| |
Net cash used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
|
|
| ( | ) | |
Purchase of property and equipment |
|
| ( | ) |
|
|
| |
Net cash used in Investing Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Repayment for finance leases |
|
| ( | ) |
|
| ( | ) |
Proceeds from issuance of common stock |
|
|
|
|
|
| ||
Proceeds from exercise of warrants |
|
|
|
|
|
| ||
Proceeds from issuance of promissory notes |
|
|
|
|
|
| ||
Repayment of promissory notes |
|
| ( | ) |
|
| ( | ) |
Proceeds from issuance of series C preferred shares |
|
|
|
|
|
| ||
Net cash provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash for period |
|
|
|
|
|
| ||
Cash at beginning of period |
|
|
|
|
|
| ||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Forgiveness of related party loan |
| $ |
|
| $ |
| ||
Recognition of finance lease right-of-use assets |
| $ |
|
| $ |
| ||
Stock payable for note inducement |
| $ |
|
| $ |
| ||
Issuance of common stock for intangible assets |
| $ |
|
| $ |
| ||
Issuance of common stock for note inducement |
| $ |
|
| $ |
| ||
Issuance of common stock for salary payable - related party |
| $ |
|
| $ |
| ||
Issuance of common stock for conversion of debts |
| $ |
|
| $ |
| ||
Issuance of common stock for conversion of Founders Series A |
| $ |
|
| $ |
| ||
Issuance of common stock for lease |
| $ |
|
| $ |
| ||
Issuance of common stock for furniture and equipment |
| $ |
|
| $ |
| ||
Issuance of common stock for prepaid expense |
| $ |
|
| $ |
| ||
Cancellation of common stock by related party |
| $ |
|
| $ |
| ||
Issuance of Series C Preferred Shares for repayment of promissory notes |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these audited financial statements.
| 20 |
| Table of Contents |
GPO PLUS, INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
YEAR ENDED APRIL 30, 2024 AND 2023
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.
On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.
On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc
Effective May 5, 2020, Brett H. Pojunis acquired
GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of April 30, 2024 have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $
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 (US GAAP) and are presented in US dollars. The Company’s year-end is April 30.
| 21 |
| Table of Contents |
Use of Estimates
Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of April 30, 2024 and April 30, 2023, the Company had cash of $
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of April 30, 2024 and April 30, 2023, the Company had accounts receivable of $
As of April 30, 2024, the Company has two customers concentrated over
As of April 30, 2023, the Company has two customers concentrated over
Prepaid Expense
Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.
|
| April 30, |
|
| April 30, |
| ||
|
| 2024 |
|
| 2023 |
| ||
Security Deposit for office premise |
| $ |
|
| $ |
| ||
Prepayment for services to consultants |
|
|
|
|
|
| ||
Prepayment for shares issued to consultants |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Inventory
Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.
As of April 30, 2024, the Company recorded inventory reserve of $
As of April 30, 2024 and April 30, 2023, the Company had finished goods inventory of $
|
| April 30, 2024 |
|
| April 30, 2023 |
| ||
Loon |
| $ |
|
| $ |
| ||
Nutriumph |
|
|
|
|
|
| ||
Distro |
|
|
|
|
|
| ||
Vyve |
|
|
|
|
|
| ||
Mr. Vapor |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 22 |
| Table of Contents |
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property, Plant and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Furniture and Equipment | |
Computer Equipment | |
Automobile | |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended April 30, 2024 and 2023, no impairment losses have been identified.
| 23 |
| Table of Contents |
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.
Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.
Step 3: Determine the transaction price - The transaction price has been identified in the invoice.
Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.
Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.
GPOPlus+ (GPOX)
GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.
During the year ended April 30, 2024 and 2023, the Company recognized $
During the year ended April 30, 2024, the Company has one customer who contributed over
During the year ended April 30, 2023, the Company has three customers who contributed over
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of April 30, 2024 and April 30, 2023, accounts payable and accrued liabilities were $1,557,548 and $
| 24 |
| Table of Contents |
Leases
We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:
| · | A transferal of ownership of an asset to the lessee at the end of the term of the initial lease |
| · | The lessee is reasonably certain that they will exercise a purchase option at the end of the term of the lease |
| · | The leased asset has no alternative use to the lessor at the end of the lease |
| · | The lease term is a major part of the economic life (75%) of the underlying asset |
| · | The present value of lease payments is substantially all of the fair value of the leased asset (90%) |
Operating leases
Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.
Finance lease.
Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.
Financial Instruments
The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)
| 25 |
| 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 US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.
When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
During the year ended April 30, 2024 and 2023, the Company recorded $
|
| Year ended |
| |||||
|
| April 30, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Common stock award to consultants |
| $ |
|
| $ |
| ||
Common stock award to management and executives - related parties |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
For the year ended April 30, 2024 and 2023, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
|
| April 30, |
|
| April 30, |
| ||
|
| 2024 |
|
| 2023 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Series A Preferred Shares |
|
|
|
|
|
| ||
Convertible Notes |
|
|
|
|
|
| ||
Warrants |
|
|
|
|
|
| ||
Common Stock Payable |
|
|
|
|
| - |
| |
|
|
|
|
|
|
| ||
| 26 |
| Table of Contents |
The Company had
As of April 30, 2024 and 2023, convertible shares from the Company’s non-affiliate convertible notes were
As of April 30, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were
As of April 30, 2024 and 2023, the Company had stock payable of $
Net loss per share for each class of common stock is as follows:
|
| Year Ended |
| |||||
|
| April 30, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Net loss per share, basic diluted |
| $ | ( | ) |
| $ | ( | ) |
Net loss per common shares outstanding: |
|
|
|
|
|
|
|
|
Founders Class A Common stock |
| $ | ( | ) |
| $ | ( | ) |
Ordinary Common stock |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Founders Class A Common stock |
|
|
|
|
|
| ||
Ordinary Common stock |
|
|
|
|
|
| ||
Total weighted average shares outstanding |
|
|
|
|
|
| ||
New Accounting Pronouncements
The Company’s management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – ASSETS PURCHASE
On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $
The inventory acquired is Nutriumph Products for resale purposes. These inventory items have been sold during the year ended April 30, 2023.
| 27 |
| Table of Contents |
The intangible assets comprised of proprietary formula at $
|
| Amortization |
| |
Year Ended April 30, |
| Expense |
| |
2025 |
| $ |
| |
Thereafter |
|
|
| |
|
| $ |
| |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment as of April 30, 2024 and April 30, 2023, are summarized as follows:
Cost |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2023 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
April 30, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2023 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
April 30, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2023 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
April 30, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
On April 30, 2023, the Company issued
During the fiscal year ended April 30, 2024, the Company acquired two automobiles worth $
As of April 30, 2024 and April 30, 2023, Property and Equipment were $
| 28 |
| Table of Contents |
NOTE 6 - CAPITAL STOCK
Share Capital
On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the
| · | |
| · | |
| · | |
| · | |
| · |
On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating
Equity Compensation Plans
On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of
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 |
|
| shares | |
| (1) | On April 4, 2023, the Company issued |
Ordinary Common Stock
Year ended April 30, 2024
During the year ended April 30, 2024, the Company issued
| 29 |
| Table of Contents |
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
Year ended April 30, 2023
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued 450,000 shares of common stock at $63,450 for term extension of promissory notes for three additional months.
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2023, the Company issued
| 30 |
| Table of Contents |
During the year ended April 30, 2023, in pursuant of their resignation agreement, the COO and President of the Company returned
As of April 30, 2024 and April 30, 2023, the issued and outstanding ordinary common stock was
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
The founder’s series A non-voting redeemable preferred stock has a redemption value of $
During the year ended April 30, 2024, the Company issued
As of April 30, 2024 and April 30, 2023, 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, 2024 and April 30, 2023, the Company had
Series A Non-Voting Redeemable Preferred Stock
On May 21, 2021, the Company issued
The series A non-voting redeemable preferred stock has a redemption value of $
As of April 30, 2024 and April 30, 2023, the Company had
| 31 |
| Table of Contents |
Series C Preferred Stock
The purchase price of the series C preferred is $
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
As of April 30, 2024 and April 30, 2023, the Company had
Warrants
On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued
On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued
The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2024 and year ended April 30, 2023:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of April 30, 2022 |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of April 30, 2023 |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| - |
|
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of April 30, 2024 |
|
|
|
| $ |
| ||
| 32 |
| Table of Contents |
The fair value of the warrants on the date of grant was estimated at $
|
| Year Ended |
| |
|
| April 30, |
| |
|
| 2022 |
| |
Exercise price |
| $ |
| |
Expected term |
|
| ||
Expected average volatility |
|
| ||
Expected dividend yield |
|
| - |
|
Risk-free interest rate |
|
| ||
The following table summarizes information relating to outstanding and exercisable warrants as of April 30, 2024:
Warrants Outstanding |
|
| Warrants Exercisable |
| ||||||||||||||
|
|
| Weighted Average |
|
|
|
|
|
|
|
|
|
| |||||
Number |
|
| Remaining Contractual |
|
| Weighted Average |
|
| Number |
|
| Weighted Average |
| |||||
of Shares |
|
| life (in years) |
|
| Exercise Price |
|
| of Shares |
|
| Exercise Price |
| |||||
|
|
|
|
|
| $ |
|
|
| - |
|
| $ |
| ||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on April 30, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2024, the aggregate intrinsic value of warrants outstanding was $
Stock Payable
As of April 30, 2024, the Company had stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
| 33 |
| Table of Contents |
NOTE 7 - RELATED PARTY TRANSACTIONS
Related party compensation for the year ended April 30, 2024 and 2023, and shareholding and salary payable as of April 30, 2024 and April 30, 2023, are summarized as below:
|
| Year Ended April 30, 2024 |
| |||||||||
Title |
| Wages Expense |
|
| Management/Consulting Fees |
|
| Stock Compensation |
| |||
CEO and CFO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
President - Distro Plus |
|
|
|
|
|
|
|
|
| |||
Operational Manager |
|
|
|
|
|
|
|
|
| |||
VP - Distro Plus |
|
|
|
|
|
|
|
|
| |||
Director |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
| Year Ended April 30, 2023 |
| |||||||||||
Title |
| Wages Expense |
|
| Management/Consulting Fees |
|
| Stock Compensation |
| |||||
(5)CEO |
| $ |
|
| $ |
|
| $ |
| |||||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||||
(1)President |
|
|
|
|
|
|
|
|
| |||||
(2)COO |
|
|
|
|
|
|
|
|
| |||||
(3)Interim CFO |
|
|
|
|
|
|
|
|
| |||||
(4)VP Sales and Marketing |
|
|
|
|
|
|
|
|
| |||||
President - Distro Plus |
|
|
|
|
|
|
|
|
| |||||
Operational Manager
|
|
|
|
|
|
|
|
|
| |||||
VP - Distro Plus |
|
|
|
|
|
|
|
|
| |||||
|
|
|
| $ |
|
| $ |
|
| $ |
| |||
| (1) | The President served from December 3, 2021, through October 18, 2022. |
| (2) | The COO served from December 29, 2021, through November 18, 2022. |
| (3) | The interim CFO served on consultant basis since August 22, 2022, and is appointed as consultant as of October 31, 2023. |
| (4) | The VP Sales and Marketing resigned on March 27, 2023, and rejoined as Lead Technologist on April 10, 2023. |
| (5) | The CEO has been serving as CFO of the Company since Q3 ended January 31, 2023. |
| 34 |
| Table of Contents |
|
| As of April 30, 2024 |
|
|
|
| ||||||||||||||
|
|
|
|
|
|
|
| Series A |
|
|
|
|
|
|
| |||||
|
|
|
| Convertible |
|
| non-voting |
|
|
|
|
|
| |||||||
|
|
|
|
| Series A |
|
| redeemable |
|
|
|
|
|
|
| |||||
|
| Common Stock |
|
| Preferred |
|
| preferred |
|
| Salary/Consulting |
|
|
|
| |||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
|
| Stock Payable |
| |||||
CEO and CFO |
|
|
|
|
|
|
|
| - |
|
| $ |
|
| $ | - |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
| ||||
President - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
Operational Manager |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
| ||
VP - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
| ||
Director |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||||
|
| As of April 30, 2023 |
| |||||||||||||
|
|
|
|
|
|
|
| Series A |
|
|
|
| ||||
|
|
|
|
| Convertible |
|
| non-voting |
|
|
|
| ||||
|
|
|
| Series A |
|
| redeemable |
|
|
|
| |||||
|
| Common Stock |
|
| Preferred |
|
| preferred |
|
| Salary/Consulting |
| ||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
| ||||
CEO and CFO |
|
|
|
|
|
|
|
| - |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
President |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
COO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Interim CFO/Consultant |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP Sales and Marketing |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
President - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
Operational Manager |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||
CEO and CFO
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024 and 2023, the Company incurred management salary expenses of $
Advisor - Affiliate
During the years ended April 30, 2024 and 2023, the Company incurred consulting fees of $
President – Distro Plus
On November 30, 2023, the Company entered into a severance agreement with the President of Distro Plus Division. The Company agreed to one-time severance payment of $
| 35 |
| Table of Contents |
During the year ended April 30, 2023, the Company issued
During the year ended April 30, 2024, the Company awarded
During the year ended April 30, 2024 and 2023, the Company incurred management salary of $
Operational Manager
During the year ended April 30, 2023, the Company awarded
During the year ended April 30, 2024, the Company awarded
During the years ended April 30, 2024 and 2023, the Company incurred management salary of $
VP – Distro Plus
During the year ended April 30, 2023, the Company awarded
During the year ended April 30, 2024, the Company awarded
During the year ended April 30, 2024 and 2023, the Company incurred management salary of $
Director
During the year ended April 30, 2024, the Company awarded
During the years ended April 30, 2024 and 2023, the Company incurred consulting fees of $
NOTE 8 - COVERTIBLE NOTE PAYABLE
Convertible note payable on April 30, 2024 and April 30, 2023, consists of the following:
|
| April 30, 2024 |
|
| April 30, 2023 |
| ||
Dated June 16, 2021 |
| $ |
|
| $ |
| ||
Dated September 8, 2021 |
|
|
|
|
|
| ||
Total convertible notes |
| $ |
|
| $ |
| ||
| 36 |
| Table of Contents |
On June 16, 2021, the Company issued a $
On September 8, 2021, the Company issued a $
During the year ended April 30, 2024, and 2023, the Company recorded interest expenses of $
As of April 30, 2024 and April 30, 2023, the convertible note payable was $
| 37 |
| Table of Contents |
NOTE 9 - PROMISSORY NOTE PAYABLE
Promissory note payable on April 30, 2024 and April 30, 2023, consists of the following:
|
| April 30, 2024 |
|
| April 30, 2023 |
| ||
June 2022 |
| $ |
|
| $ |
| ||
August 2022 |
|
|
|
|
|
| ||
September 2022 |
|
|
|
|
|
| ||
October 2022 |
|
|
|
|
|
| ||
November 2022 |
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| ||
January 2023 |
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| ||
February 2023 |
|
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| ||
March 2023 |
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April 2023 |
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May 2023 |
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June 2023 |
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August 2023 |
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September 2023 |
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| ||
November 2023 |
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| ||
January 2024 |
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| ||
February 2024 |
|
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| ||
Total promissory notes payable, gross |
|
|
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|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
| ( | ) |
Total promissory notes |
| $ |
|
| $ |
| ||
The terms of the promissory notes are summarized as follows:
| · | Loan Expiry Term of Six Months to One Year |
|
|
|
| · | Weighted Average Remaining Term of |
|
|
|
| · | Annual interest rate of |
|
|
|
| · |
During the year ended April 30, 2024 and 2023, the Company issued promissory notes for aggregate principal amount of $
During the year ended April 30, 2024, the Company made repayment on principal balance of promissory notes of $
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company issued
During the year ended April 30, 2024, the Company recorded stock payable of $
| 38 |
| Table of Contents |
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024, the Company recorded stock payable of $
During the year ended April 30, 2024 and 2023, the Company recorded interest expenses of $
NOTE 10 – LEASES
In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases.
During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases.
As of April 30, 2024 and April 30, 2023, the finance lease obligations included in current liabilities were $
As of April 30, 2024, the Company had the following lease obligations:
|
| Discount |
|
|
| April 30, |
|
| April 30, |
| ||
|
| Rate |
| Maturity |
| 2024 |
|
| 2023 |
| ||
Current |
|
|
| $ |
|
| $ |
| ||||
Non-current |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
| $ |
|
| $ |
| ||
The following table summarizes the maturity of our lease liabilities as of April 30, 2024:
Balance - April 30, 2023 |
| $ |
| |
Lease liability additions |
|
|
| |
Repayment of Lease liability |
|
| ( | ) |
Imputed interest |
|
|
| |
Balance - April 30, 2024 |
| $ |
|
Year Ended April 30, |
|
|
| |
2025 |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Lease liabilities |
| $ |
| |
| 39 |
| Table of Contents |
As of April 30, 2024, the Company has right-of-use assets as follows:
Balance - April 30, 2023 |
| $ |
| |
Additions |
|
|
| |
Depreciation |
|
| ( | ) |
Balance - April 30, 2024 |
| $ |
|
NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.
On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $
The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending December 31, 2024, at a cost of $
NOTE 12 - INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The reconciliation of the net operating loss for year ended April 30, 2024 and 2023 is shown as follows:
|
| Year Ended |
| |||||
|
| April 30, |
|
| April 30, |
| ||
|
| 2024 |
|
| 2023 |
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Add: Stock based compensation |
|
|
|
|
|
| ||
Net operating loss |
| $ | ( | ) |
| $ | ( | ) |
| 40 |
| Table of Contents |
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, 2024 and 2023 are as follows:
|
| April 30, |
|
| April 30, |
| ||
|
| 2024 |
|
| 2023 |
| ||
Net operating loss carryforward |
| $ | ( | ) |
| $ | ( | ) |
Effective tax rate |
|
| % |
|
| % | ||
Deferred tax asset |
|
| ( | ) |
|
| ( | ) |
Less: Valuation allowance |
|
|
|
|
|
| ||
Net deferred asset |
| $ |
|
| $ |
| ||
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, 2024 or 2023. The Company recognizes interest accrued related to unrecognized tax benefits in interest expenses and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties on April 30, 2024 or 2023. Tax returns for the years ended 2016 through 2024 are subject to review by the tax authorities.
NOTE 13 - SUBSEQUENT EVENTS
Subsequent to April 30, 2024, and through the date that these financials were issued, the Company had the following subsequent events:
On May 31, 2024, the Company issued
On June 24, 2024, the Company issued
| 41 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, April 30, 2024. 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.
| 42 |
| Table of Contents |
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, 2024 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, 2024our 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, 2024: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes‑Oxley Act of 2002.
Changes in Internal Control Over Financial Reporting
There were no changes in our company’s internal control over financial reporting during the quarter ended April 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, which consists of our sole officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
ITEM 9B. OTHER INFORMATION
Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
| 43 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
| Position held with the Company |
| Age |
| Date First Elected or Appointed |
|
Brett H. Pojunis |
| Chairman, Chief Executive Officer, Chief Financial Officer, and Director |
| 44 |
| May 5, 2020 |
|
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Brett H. Pojunis, President, Chairman, Chief Executive Officer, Chief Financial Officer and Director
Mr. Pojunis has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director since May 5, 2020. Since 2014, Mr. Pojunis has served on the Board of Directors of a publicly traded agriculture company whose holdings include Green Leaf Farms, a Las Vegas based Nevada licensed Cultivation and Production facility, and Green Leaf Farms International, a 33,600-acre cultivation farm in Jujuy, Argentina.
Prior to founding GPO Plus, Mr. Pojunis was one of the leaders of the Libertarian Party serving two-terms on the Libertarian National Committee (LNC), two terms as the Chairman of the Libertarian Party of Nevada and was part of the senior staff for the 2016 Johnson/Weld Presidential campaign. Mr. Pojunis was very involved with state level legislation and advocacy which included Question 2 (in 2016) as well as an advisor to other statewide initiatives. Mr. Pojunis hosted and produced over 150 political events including the 2016 Libertarian Presidential Debate hosted by Penn Jillette (Penn & Teller) that included video questions from well-known celebrities which aired on TheBlaze Network. Mr. Pojunis was the creator of multiple politically focused events and conferences including LPEX – the Libertarian Political Expo, a political conference for Libertarian political training, and The Political Party, a non-partisan organization with the goal of getting more Nevadans involved in the political process with the well-known “Meet the Candidates” events series.
Mr. Pojunis has been involved in finance and the public markets since 1999. Mr. Pojunis has been a consultant to many start-up companies as well as publicly traded companies including high-tech Internet to traditional brick and mortar companies. From 2002 through October 2009, Mr. Pojunis has been involved in nightlife and entertainment ventures bridging technology and social media with events. He has hosted over 650 events in Las Vegas as well as other markets throughout the United States. Mr. Pojunis served on the Board of Directors of multiple private and public companies and organizations. Mr. Pojunis has military training ranging from Civil Affairs Specialist (38A) to Combat Engineer (12B). While in the US ARMY he was awarded the Outstanding American award, twice. Mr. Pojunis is a fellow at The Leadership Institute, which provides political activism training. Mr. Pojunis studied Environmental Liberal Arts at Green Mountain College and Entrepreneurship classes at the Simon School of Business at the University of Rochester. Mr. Pojunis attended elective International Business and Finance classes at Rochester Institute of Technology.
| 44 |
| Table of Contents |
Our Company believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer and a director of our company.
Family Relationships
Not Applicable
Involvement in certain legal proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
|
|
2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
|
3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
|
|
4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
|
|
5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
|
|
6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.
| 45 |
| Table of Contents |
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation, or audit committee charter. Our directors believe that it is not necessary to have such committees at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO at the address appearing on the first page of this annual report.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended April 30, 2024. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Audit Committee Financial Expert
Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officers. |
|
|
|
| (b) | each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2024 and 2023 (each, a “Named Executive Officer”); and |
|
|
|
| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2024 and 2023 who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $150,000 for the respective fiscal year: |
| 46 |
| Table of Contents |
|
|
|
|
| SUMMARY COMPENSATION TABLE |
|
|
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|
|
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| ||||||||||||||||||||||
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| |||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
| Change in |
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Pension |
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Non- |
|
| Value and |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Equity |
|
| Nonqualified |
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
| Incentive |
|
| Deferred |
|
| All |
|
|
| ||||||||||||||
|
|
|
|
|
|
| Stock |
|
| Option |
|
| Plan |
|
| Compensation |
|
| Other |
|
|
| ||||||||||||
Name and |
|
| Salary |
|
| Bonus |
|
| Awards |
|
| Awards |
|
| Compensation |
|
| Earnings |
|
| Compensation |
|
|
| ||||||||||
Principal Position |
| Year |
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| ($) |
|
| Total ($) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
| ||||||||
Brett H. H. Pojunis |
| 2024 |
|
| 124,183 |
|
|
| - |
|
|
| 173,631 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 297,814 |
|
CEO and CFO |
| 2023 |
|
| 67,670 |
|
|
| - |
|
|
| 152,625 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 220,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laurence Ruhe (1) |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Consultant |
| 2023 |
|
| 216,950 |
|
|
|
|
|
|
| 545,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 762,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald McCormick (2) |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
President |
| 2023 |
|
| 15,000 |
|
|
| - |
|
|
| 13,123 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 28,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne Smeal (3) |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
COO |
| 2023 |
|
| 15,000 |
|
|
| - |
|
|
| 13,125 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 28,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bryan Garabrandt (4) |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Vice President |
| 2023 |
|
| 81,335 |
|
|
| - |
|
|
| 47,125 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 128,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joesph Jaconi (5) |
| 2024 |
|
| 104,196 |
|
|
| - |
|
|
| 93,240 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 197,436 |
|
CMO |
| 2023 |
| 98,716- |
|
|
| - |
|
|
| 48,567 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 147,284 |
| |
(1) | Laurence Ruhe was the Chief Financial Officer of the Company from November 1, 2021, through August 22, 2022, and is now a contractor for the Company. |
(2) | Ronald McCormick served as President of the Company from December 3,2021 through October 18, 2022. |
(3) | Wayne Smeal served as Chief Operating Officer from December 29, 2021, through November 8, 2022. |
(4) | Bryan Garabrandt hired as Vice President of Sales and Marketing on May 3, 2021, and resigned on March 27, 2023. He rejoined the Company as Lead Technologist on April 10, 2023. |
(5) | Joesph Jaconi served as President of Distro Plus Division from August 29, 2022. to November 30, 2023. |
| 47 |
| Table of Contents |
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Grants of Plan-Based Awards
During the fiscal year ended April 30, 2024, we did not grant any stock options.
Option Exercises and Stock Vested
During our fiscal year ended April 30, 2024, there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers, and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of August 13, 2024, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of common stock; (ii) each of the Company’s directors (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o 3571 E. Sunset Road, Suite #300, Las Vegas, Nevada 89120.
| 48 |
| Table of Contents |
As of August 13, 2024, there were 57,633,014 shares of our common stock issued and outstanding.
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| Common Stock |
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| Convertible Series A Preferred |
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| Series A non-voting redeemable preferred |
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| Amount and |
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| Amount and |
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| Amount and |
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| Nature of |
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| Beneficial |
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| Percentage of |
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| Beneficial |
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| Percentage of |
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Name and Address of Beneficial Owner |
| Ownership |
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| Class (1) |
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| Ownership |
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| Class |
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| Ownership |
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| Class |
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Brett H. Pojunis |
|
| 8,912,500 |
|
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| 15.46 | % |
|
| 500,000 |
|
|
| 50.00 | % |
|
| - |
|
|
| - |
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Michael Fugler |
|
| 6,453,000 |
|
|
| 11.20 | % |
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| 500,000 |
|
|
| 50.00 | % |
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| 175,000 |
|
|
| 100.00 | % |
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Directors and Executive Officers as a Group () |
|
| 15,365,500 |
|
|
| 26.66 | % |
|
| 500,000 |
|
|
| 50.00 | % |
|
| - |
|
|
| - |
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5% Shareholders as a Group |
|
| 15,365,500 |
|
|
| 26.66 | % |
|
| 1,000,000 |
|
|
| 100.00 | % |
|
| 175,000 |
|
|
| 100.00 | % |
The company has adopted the following equity compensation.
Equity Compensation Plans
On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 202 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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, 2024 in which the amount involved in the transaction exceeded or exceeds the lesser of $150,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
Brett H. Pojunis - Chief Executive Officer and Chief Financial Officer
During the year ended April 30, 2022, the Company issued 2,100,000 shares of common stock to Brett H. Pojunis valued at $2,100,000.
| 49 |
| Table of Contents |
During the year ended April 30, 2022, the Company issued 2,162,500 shares of restricted common stock to Brett H. Pojunis valued at $2,121,563.
During the year ended April 30, 2023, the Company issued 250,000 shares of common stock to Brett H. Pojunis valued at $152,625.
During the years ended April 30, 2023, and 2022, the Company incurred management fees of $0 and $43,370 with Brett H. Pojunis, respectively.
During the years ended April 30, 2023, and 2022, the Company incurred management salary expenses of $67,670 and $15,000 to Brett H. Pojunis, respectively. As of April 30, 2023, and 2022, salary payable was $3,462 and $8,077, respectively.
During the year ended April 30, 2024 and 2023, the Company incurred management salary expenses of $124,183 and $67,670 to the CEO and CFO, respectively. As of April 30, 2024 and April 30, 2023, salary payable was $13,200 and $3,462, respectively
During the year ended April 30, 2024, the Company issued 1,437,500 shares of common stock to Brett H. Pojunis valued at $173,631.
Advisor - Affiliate
During the year ended April 30, 2022, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in professional fees - related party.
During the year ended April 30, 2022, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000 for services rendered.
During the year ended April 30, 2022, the Company received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500, with $2,452,290 recorded as stock-based compensation expense in Professional fees – related party.
During the years ended April 30, 2023, and 2022, the Company incurred consulting fees of $60,000 and $90,000 which includes a sign on bonus of $50,000 to the affiliated advisor, respectively. As of April 30, 2023, and 2022, the total amount due to the affiliated advisor was $150,000 and $90,000, respectively.
During the years ended April 30, 2024 and 2023, the Company incurred consulting fees of $60,000 and $60,000 to the affiliated advisor, respectively. As of April 30, 2024 and April 30, 2023, the total amount due to the affiliated advisor was $210,000 and $150,000, respectively.
Joseph Jaconi - President – Distro Plus
During the year ended April 30, 2023, the Company issued 299,799 shares of common stock to Joseph Jaconi, President of Distro Plus Division valued at $48,567.
During the years ended April 30, 2023, and 2022, the Company incurred management salary of $88,716 and $0 to Mr. Jaconi, respectively. As of April 30, 2023, and 2022, salary payable was $4,038 and $0, respectively.
During the years ended April 30, 2023, and 2022, the Company incurred consulting fees of $10,000 and $0 to Mr. Jaconi, respectively.
| 50 |
| Table of Contents |
On November 30, 2023, the Company entered into a severance agreement with the President of Distro Plus Division. The Company agreed to one-time severance payment of $4,615, six consecutive monthly payments of $5,000 starting in December 2023 on deferred compensation and issuance of 158,333 shares of restricted common stocks.
During the year ended April 30, 2023, the Company issued 299,799 shares of common stock to the President of Distro Plus Division valued at $48,567.
During the year ended April 30, 2024, the Company awarded 558,340 shares of common stock to the President of Distro Plus Division valued at $93,240, of which 158,333 shares of common stock was recorded as stock payable of $23,239 as of April 30, 2024.
During the year ended April 30, 2024 and 2023, the Company incurred management salary of $104,196 and $98,716 to the President, respectively. As of April 30, 2024 and April 30, 2023, salary payable was $10,000 and $4,038, respectively.
Operational Manager
During the year ended April 30, 2023, the Company issued 115,000 shares of common stock to the Operational Manager valued at $18,630.
During the years ended April 30, 2023, and 2022, the Company incurred management salary of $15,947 and $0 to the Operational Manager, respectively. As of April 30, 2023, and 2022, salary payable was $903 and $0, respectively.
During the year ended April 30, 2024, the Company awarded 165,272 shares of common stock to the Operational Manager valued at $28,923.
During the years ended April 30, 2024 and 2023, the Company incurred management salary of $21,440 and $15,947 to the Operational Manager, respectively, This employee has been terminated.
VP – Distro Plus
During the year ended April 30, 2023, the Company issued 29,380 shares of common stock to the Vice President of Distro Plus Division valued at $4,760.
During the years ended April 30, 2023, and 2022, the Company incurred management salary of $12,050 and $0 to the Vice President of Distro Plus Division, respectively. As of April 30, 2023, and 2022, salary payable was $1,794 and $0, respectively.
During the year ended April 30, 2024, the Company awarded 1,370,000 shares of common stock to the Vice President of Distro Plus Division valued at $155,902.
During the year ended April 30, 2024 and 2023, the Company incurred management salary of $77,174 and $12,050 to the Vice President, respectively.
Director
During the year ended April 30, 2024, the Company awarded 2,197,687 shares of common stock to the Director valued at $333,277, of which 1,385,189 shares of common stock valued $191,089 was issued as compensation upon his termination on March 8, 2024.
During the years ended April 30, 2024 and 2023, the Company incurred consulting fees of $12,000 and $0 to the Director, respectively.
As of April 30, 2023, and 2022, the amount due to the related parties was $253,235 and $177,932, respectively.
| 51 |
| Table of Contents |
Director Independence
We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent.” Our board of directors currently has one (1) member, Brett H. Pojunis. Mr. Pojunis who serves as our Chief Executive Officer, Chief Financial Officer, President and Secretary, is “independent” within the definition of independence provided in the Marketplace Rules of the National Association of Securities Dealers and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.
From inception to present date, we believe that the member 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
On October 3, 2023, the Company was informed that Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its business to GreenGrowth CPAs (“GreenGrowth”). On November 10, 2023, the Company engaged and executed an agreement with GreenGrowth, as the Company’s new independent accountant to replace Pinnacle. The reports of Pinnacle regarding the Company’s financial statements for the fiscal years ended April 30, 2023 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern. The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants. During the fiscal years ended April 30, 2023 and 2022, and through October 31, 2023, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Pinnacle would have caused Pinnacle to make reference thereto in connection with its report. During the fiscal years ended April 30, 2023 and 2022, and through October 31, 2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Pinnacle the continued existence of material weaknesses in the Company’s internal control over financial reporting.
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2024 and for fiscal year ended April 30, 2023 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
GreenGrowth CPAs
|
| Year Ended | Year Ended |
| ||||
|
| April 30, | April 30, |
| ||||
Fee Category |
| 2024 | 2023 |
| ||||
|
|
|
|
|
|
| ||
Audit Fees |
| $ | 16,168 |
|
| $ | - |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
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|
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All Other Fees |
|
| - |
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|
| - |
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Total Fees |
| $ | 16,168 |
|
| $ | - |
|
| 52 |
| Table of Contents |
Pinnacle Accountancy Group of Utah
|
| Year Ended |
|
| Year Ended |
| ||
|
| April 30, |
|
| April 30, |
| ||
Fee Category |
| 2024 |
|
| 2023 |
| ||
|
|
|
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| ||
Audit Fees |
| $ | 28,614 |
|
| $ | 40,350 |
|
Audit-Related Fees |
|
| - |
|
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| - |
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Tax Fees |
|
| - |
|
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| - |
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All Other Fees |
|
| - |
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| - |
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Total Fees |
| $ | 28,614 |
| $ | 40,350 |
| |
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.
| 53 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | Financial Statements |
| (1) | Financial statements for our company are listed in the index under Item 8 of this document. |
|
|
|
| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
| (b) | Exhibits |
EXHIBIT |
|
| INCORPORATED BY REFERENCE | |||||
NUMBER |
| Exhibit Description |
| Form |
| Exhibit |
| Filing Date |
|
| S-1 |
| 3.1 |
| September 22, 2016 | ||
|
| 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 | |
|
| 8-K |
| 3.1 |
| August 20, 2020 | ||
|
| 8-K |
| 3.2 |
| August 20, 2020 | ||
|
| 8-K |
| 10.1 |
| February 14, 2023 | ||
|
| 8-K |
| 10.1 |
| March 9, 2023 | ||
|
| 8-K |
| 10.1 |
| December 14, 2022 | ||
| Asset Purchase Agreement, dated July 7, 2022, by and between GPO Plus, Inc. and LLC. |
| 8-K |
| 4.1 |
| July 13, 2022 | |
|
| S-8 |
| 10.1 |
| March 28, 2023 | ||
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| ||
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| |||
101.INS** |
| Inline XBRL Instance Document |
101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB** |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
| 54 |
| Table of Contents |
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: August 19, 2024 | by: | /s/ Brett H. Pojunis |
|
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| Brett H. Pojunis |
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| President, Chief Executive Officer, |
|
|
| Chief Financial Officer, Treasurer, Secretary and |
|
|
| Director |
|
|
| (Principal Executive Officer, |
|
|
| Principal Financial Officer and Principal Accounting |
|
|
| Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Dated |
|
|
|
|
|
/s/ Brett H. Pojunis |
| Brett H. Pojunis |
| August 19, 2024 |
Brett H. Pojunis |
| President, Chief Executive Officer, Treasurer and Secretary and Director |
|
| 55 |
EXHIBIT 31.1
GPO PLUS, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brett H. Pojunis, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of GPO Plus, Inc. |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d– 15(f)) for the registrant and have: |
|
| (a) | designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. |
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| (b) | designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
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|
|
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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|
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|
|
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Brett H. Pojunis |
|
| Brett H. Pojunis |
| |
| President, Chief Executive Officer, |
| |
| Chief Financial Officer, Treasurer, Secretary and Director |
| |
| (Principal Executive Officer, |
| |
| Principal Financial Officer and Principal Accounting Officer) |
| |
| Date: August 19, 2024 |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report on Form 10-K of GPO Plus, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
|
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| By: | /s/ Brett H. Pojunis |
|
| Brett H. Pojunis |
| |
| President, Chief Executive Officer, |
| |
| Chief Financial Officer, Treasurer, Secretary and Director |
| |
| (Principal Executive Officer, |
| |
| Principal Financial Officer and Principal Accounting Officer) |
| |
| Date: August 19, 2024 |
|