GPO Plus, Inc 10-Q for FY2023 Q3
GPO Plus, Inc. (GPOX)
About this 10-Q
GPO Plus, Inc filed this 10-Q on March 9, 2023, covering the quarter ended January 31, 2023 (FY2023 Q3).
Headline figures
Quarter ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $104.62K
- down 73.7% from $397.09K a year earlier
- Net loss
- $871.16K
- compared with a net loss of $6.77M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the quarterly period ended | |
| or |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from _________ to ________ |
Commission File Number |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(Registrant’s telephone number, including area code) |
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N/A |
(Former name, former address, and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
n/a | n/a | n/a |
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 past 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
GPO PLUS, INC.
FORM 10-Q
TABLE OF CONTENTS
Contents
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim condensed financial statements for the nine-month period ended January 31, 2023, form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States.
GPO PLUS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
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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 |
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Total Current Assets |
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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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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 10) |
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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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Founders Class A Common stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Revenues |
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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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Other Expense |
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Interest expense |
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Total Other Expense |
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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 unaudited condensed financial statements.
| 4 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2023, AND 2022
Three and Nine Months Ended January 31, 2023
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| Stockholders’ Deficit |
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| Common stock |
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| Additional Paid In |
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Balance, April 30, 2022 |
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Stock based compensation |
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Stock based compensation - related party |
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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 intangible assets |
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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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Net loss |
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Balance, July 31, 2022 |
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Stock based compensation |
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Stock based compensation - related party |
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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 note conversion |
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Issuance of common stock for note inducement |
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Forgiveness of related party loan |
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Net loss |
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Balance, October 31, 2022 |
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Stock based compensation |
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Stock based compensation - related party |
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Issuance of common stock for lease |
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Issuance of common stock for furniture and equipment |
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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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Cancellation of common stock - related party |
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Net loss |
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| - |
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| - |
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Balance, January 31, 2023 |
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| $ |
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|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||
| 5 |
| Table of Contents |
Three and Nine Months Ended January 31, 2022
|
|
|
|
|
|
|
|
|
| Stockholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||
|
| Founders Series A Non-Voting Redeemable Preferred Stock |
|
| Series A Non-Voting Redeemable Preferred Stock |
|
| Series A Convertible Preferred Shares |
|
| Founders Class A Common stock |
|
| Common stock |
|
| Additional Paid In |
|
| Accumulated |
|
| Total Stockholders’ |
| ||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance, April 30, 2021 |
|
|
|
| $ |
|
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||
Issuance of preferred stock for cash - related party |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Stock based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Stock based compensation - related party |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Issuance of common stock for lease |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Warrants issued in conjunction with convertible note |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Balance, July 31, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||
Stock based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Stock based compensation - related party |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Warrants issued in conjunction with convertible note |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Balance, October 31, 2021 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||
Stock based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Stock based compensation - related party |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Issuance of common stock for lease |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Issuance of common stock for conversion of debts |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Balance, January 31, 2022 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine Months Ended |
| |||||
|
| January 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock based compensation |
|
|
|
|
|
| ||
Stock based compensation - related parties |
|
|
|
|
|
| ||
Lease expense settled by common stock |
|
|
|
|
|
| ||
Depreciation of furniture and equipment |
|
|
|
|
|
| ||
Amortization of intangible assets |
|
|
|
|
|
| ||
Amortization of promissory note discount |
|
|
|
|
|
| ||
Amortization of convertible note discount |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
|
|
|
| ( | ) | |
Inventory |
|
| ( | ) |
|
|
| |
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Accrued liabilities - related parties |
|
|
|
|
|
| ||
Deposit |
|
|
|
|
|
| ||
Stock payable for stock-based compensation - related parties |
|
|
|
|
|
| ||
Stock payable for stock based compensation |
|
|
|
|
|
| ||
Stock payable for lease |
|
|
|
|
|
| ||
Net cash used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
| ( | ) |
|
|
| |
Advances on loan receivable - related party |
|
|
|
|
| ( | ) | |
Net cash used in Investing Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from issuance of preferred stock for cash |
|
|
|
|
|
| ||
Proceeds from stock subscription |
|
|
|
|
|
| ||
Proceeds from issuance of common stock |
|
|
|
|
|
| ||
Proceeds from exercise of warrants |
|
|
|
|
|
| ||
Proceeds from issuance of promissory notes |
|
|
|
|
|
| ||
Proceeds from issuance of convertible notes |
|
|
|
|
|
| ||
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 |
| $ |
|
| $ |
| ||
Warrants issued in conjunction with the issuance of convertible note |
| $ |
|
| $ |
| ||
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 note conversion |
| $ |
|
| $ |
| ||
Issuance of common stock for furniture and equipment |
| $ |
|
| $ |
| ||
Cancellation of common stock by related party |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
| Table of Contents |
GPO PLUS, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JANUARY 31, 2023, AND 2022
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
On June 7, 2022, the Company entered into a Master Distribution Agreement with DEV Distribution LLC, which appoints GPOX as a master distributor for the best-efforts sale of Branded Products, Bulk Products and White Label Products within a specific Territory.
We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of January 31, 2023, 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 revenues 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 accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2022, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 14, 2022.
| 8 |
| 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.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of January 31, 2023 and April 30, 2022, the Company had cash of $
Accounts Receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of January 31, 2023 and April 30, 2022, the Company had accounts receivable of $
Prepaid Expense.
Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of January 31, 2023 and April 30, 2022, prepaid expense was $
|
| January 31, |
|
| April 30, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Security Deposit |
| $ |
|
| $ |
| ||
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.
No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.
As of January 31, 2023 and April 30, 2022, the Company had inventory of $
| 9 |
| 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 its 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 | |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” 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 nine months ended January 31, 2023, and 2022, no impairment losses have been identified.
| 10 |
| 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.
The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments, and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services.
During the nine months ended January 31, 2023, and 2022, the Company recognized $
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 transaction. (Note 7)
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.
| 11 |
| Table of Contents |
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 nine months ended January 31, 2023 and 2022, the Company recorded $
|
| Nine months ended |
| |||||
|
| January 31, |
| |||||
|
| 2022 |
|
| 2022 |
| ||
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 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 nine months ended January 31, 2023 and 2022, 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.
|
| January 31, |
|
| January 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Series A Preferred Shares |
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| ||
Convertible Notes |
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| ||
Warrants |
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| ||
Common Stock Payable |
|
| - |
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| |
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|
| ||
The Company had
During the year ended April 30, 2022, the Company issued convertible notes totaling $
| 12 |
| Table of Contents |
During the year ended April 30, 2022, the Company issued
As of January 31, 2023, and January 31, 2022, the Company had stock payable of $
Net loss per share for each class of common stock is as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| January 31, |
|
| January 31, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2022 |
|
| 2021 |
| ||||
Net loss per share, basic diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Net loss per common shares outstanding: |
|
|
|
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|
|
|
|
|
|
|
|
|
|
Founders Class A Common stock |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Ordinary Common stock |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
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|
Weighted average shares outstanding: |
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|
|
Founders Class A Common stock |
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| ||||
Ordinary Common stock |
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| ||||
Total weighted average shares outstanding |
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| ||||
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – 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 are Nutriumph Products for resale purpose. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. As of January 31, 2023, and April 30, 2022, the Company had inventory of $
The intangible assets comprised of proprietary formula at $
|
| Amortization |
| |
Year Ended April 30, |
| Expense |
| |
2023 |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
| |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment as of January 31, 2023, and April 30, 2022 are summarized as follows:
Cost |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Total |
| |||
April 30, 2022 |
| $ |
|
| $ |
|
| $ |
| |||
Additions |
|
|
|
|
|
|
|
|
| |||
January 31, 2023 |
| $ |
|
| $ |
|
| $ |
| |||
Accumulated Depreciation |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Total |
| |||
April 30, 2022 |
| $ |
|
| $ |
|
| $ |
| |||
Additions |
|
|
|
|
|
|
|
|
| |||
January 31, 2023 |
| $ |
|
| $ |
|
| $ |
| |||
Net book value |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Total |
| |||
April 30, 2022 |
| $ |
|
| $ |
|
| $ |
| |||
January 31, 2023 |
| $ |
|
| $ |
|
| $ |
| |||
On December 14, 2022, the Company entered into an Assets Purchase Agreement to acquire furniture and equipment from Betterment Retail Solutions, Inc. The purchase price was
As of January 31, 2023, and April 30, 2022, Property and Equipment was $
| 14 |
| Table of Contents |
NOTE 6 - CAPITAL STOCK
Share Capital
On November 20, 2020,
| · | |
| · | |
| · | |
| · | |
| · |
On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock.
Ordinary Common Stock
Nine months ended January 31, 2023
On May 25, 2022, the Company issued
On June 7, 2022, the Company issued
On June 30, 2022, the Company issued
On July 7, 2022, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On September 28, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
| 15 |
| Table of Contents |
On October 17, 2022, and October 28, 2022, the Company issued
On October 28, 2022, the Company issued
On October 28, 2022, the Company issued
On November 2, 2022, the Company issued
On November 8, 2022, pursuant to an agreement entered with the COO of the Company for his resignation on October 18, 2022, the COO returned
On November 16, 2022, the Company issued
On January 20, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
On January 31, 2023, the Company issued
Nine months ended January 31, 2022
On May 21, 2021, the Company issued restricted stock units for
| 16 |
| Table of Contents |
On May 21, 2021, the Company issued
On September 28, 2021, the Company issued
On October 6, 2021, the Company issued
On October 6, 2021, the Company issued
On December 31, 2021, the Company issued
On December 31, 2021, the Company issued
On January 31, 2022, the Company issued
As of January 31, 2023 and April 30, 2022, 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 $
As of January 31, 2023 and April 30, 2022, 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 January 31, 2023 and April 30, 2022, the Company had
| 17 |
| Table of Contents |
Series A Non-Voting Redeemable Preferred Stock
On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $
The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $
As of January 31, 2023 and April 30, 2022, 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 nine months ended January 31, 2023, and year ended April 30, 2022:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of April 30, 2021 |
|
| - |
|
| $ |
| |
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| - |
|
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of April 30, 2022 |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of January 31, 2023 |
|
|
|
| $ |
| ||
The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:
|
| Year Ended |
| |
|
| April 30, |
| |
|
| 2022 |
| |
Exercise price |
| $ |
| |
Expected term |
|
| ||
Expected average volatility |
| % | ||
Expected dividend yield |
|
| - |
|
Risk-free interest rate |
| % | ||
| 18 |
| Table of Contents |
The following table summarizes information relating to outstanding and exercisable warrants as of January 31, 2023:
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 at January 31, 2023, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of January 31, 2023, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.21 on January 31, 2023.
NOTE 7 - RELATED PARTY TRANSACTIONS
Related party compensation for the nine months ended January 31, 2023 and 2022, and shareholding and salary payable as of January 31, 2023 and April 30, 2022, are summarized as below:
|
| Nine months ended January 31, 2023 |
| |||||||||
Title |
| Wages Expense |
|
| Management/ Consulting Fees |
|
| Stock Compensation |
| |||
CEO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
President |
|
|
|
|
|
|
|
|
| |||
COO |
|
|
|
|
|
|
|
|
| |||
CFO |
|
|
|
|
|
|
|
|
| |||
VP Sales |
|
|
|
|
|
|
|
|
| |||
President - Distro Plus |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine months ended January 31, 2022 | ||||||||||
Title |
| Wages Expense |
|
| Management/ Consulting Fees |
|
| Stock Compensation |
| |||
CEO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
President |
|
|
|
|
|
|
|
|
| |||
COO |
|
|
|
|
|
|
|
|
| |||
CFO |
|
|
|
|
|
|
|
|
| |||
VP Sales |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
| As of January 31, 2023 |
| |||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/ Consulting |
| ||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
| ||||
CEO |
|
|
|
|
|
|
|
| - |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
President |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
COO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
CFO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP Sales |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
President - Distro Plus |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of April 30, 2022 | ||||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/ Consulting |
| ||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
| ||||
CEO |
|
|
|
|
|
|
|
| - |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
President |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
COO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
CFO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP Sales |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||
CEO
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2023, the Company issued
During the nine months ended January 31, 2023, and 2022, the Company incurred management fees of $
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary expense of $
| 19 |
| Table of Contents |
Advisor - Affiliate
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2022, the Company received $
During the nine months ended January 31, 2023 and January 31, 2022, the Company incurred consulting fees of $
President
On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company entered into a share recapture agreement for the future recapture of
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2023, the Company issued
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $
COO
On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the recapture
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2022, the Company awarded
During the nine months ended January 31, 2022, the Company recorded stock payable to the COO for quarterly vested
During the nine months ended January 31, 2023, the Company issued
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $
| 20 |
| Table of Contents |
CFO
On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO.
During the nine months ended January 31, 2022, the Company accrued stock payable of $
During the nine months ended January 31, 2023, the Company issued
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $
VP Sales and Marketing
During the nine months ended January 31, 2023, the Company issued
During the nine months ended January 31, 2022, the Company issued
During the nine months ended January 31, 2023 and 2022, the Company incurred management salary of $
President – Distro Plus
On August 29, 2022, the Company entered into an employment agreement for the hiring of President of DISTRO Plus, a division of the Company.
During the nine months ended January 31, 2023, and 2022, the Company incurred management salary of $
During the nine months ended January 31, 2023 and 2022, the Company incurred consulting fees of $
As of January 31, 2023 and April 30, 2022, the amount due to the related parties was $
NOTE 8 - COVERTIBLE NOTE PAYABLE
Convertible note payable at January 31, 2023 and April 30, 2022, consists of the following:
|
| January 31, 2023 |
|
| April 30, 2022 |
| ||
Dated June 16, 2021 |
| $ |
|
| $ |
| ||
Dated September 8, 2021 |
|
|
|
|
|
| ||
Total convertible notes payable, gross |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
|
|
|
| ( | ) | |
Total convertible notes |
| $ |
|
| $ |
| ||
| 21 |
| Table of Contents |
On June 16, 2021, the Company issued a $
On September 8, 2021, the Company issued a $
During the nine months ended January 31, 2023 and 2022, the Company recorded interest expense of $
As of January 31, 2023 and April 30, 2022, the convertible note payable was $
NOTE 9 - PROMISSORY NOTE PAYABLE
Promissory note payable at January 31, 2023, and April 30, 2022, consists of the following:
|
| January 31, 2023 |
|
| April 30, 2022 |
| ||
June 2022 |
| $ |
|
| $ |
| ||
August 2022 |
|
|
|
|
|
| ||
September 2022 |
|
|
|
|
|
| ||
October 2022 |
|
|
|
|
|
| ||
November 2022 |
|
|
|
|
|
| ||
January 2023 |
|
|
|
|
|
| ||
Total promissory notes payable, gross |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
|
| |
Total promissory notes |
| $ |
|
| $ |
| ||
| 22 |
| Table of Contents |
On June 7, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $
On September 9, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
| 23 |
| Table of Contents |
On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On November 3, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On January 11, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
| 24 |
| Table of Contents |
On January 12, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On January 27, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
During the nine months ended January 31, 2023 and 2022, the Company recorded interest expense of $
As of January 31, 2023 and April 30, 2022, the promissory note payable was $
NOTE 10 - COMMITTMENTS 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
NOTE 11 - RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at January 31, 2023. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained.
| 25 |
| Table of Contents |
NOTE 12 - SUBSEQUENT EVENTS
Subsequent to January 31, 2023, and through the date that these financials were issued, the Company had the following subsequent events:
On February 3, 2023, the Company entered in a Brand Ambassador Agreement with William Ray Norwood Jr. aka “Ray J” f/s/o 17, INC. and Byron Booker f/s/o LOOKHU, INC. The term of the Agreement is two years with automatic one year renewal periods unless terminated by either party.
On February 10, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On February 22, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
| 26 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly 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 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 unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.
In this quarterly 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 quarterly report, the terms “we, “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.
| 27 |
| Table of Contents |
General Overview
GPO Plus identifies underserved markets, segments, and industries where there is little to no competition and develops specific group-purchase organizations (GPOs) around them. In addition, unlike major GPOs, GPO Plus has low MOQ’s (minimum order quantities) which enable small and mid-sized companies to participate with larger corporations. We communicate with our members to determine their needs to ensure GPO Plus provides relevant products and services, sustainable low prices and cost structures, increased efficiencies, and attentive customer service.
GPO Plus develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023, and accrues interest at 10%. The Company has also issued 10,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $18,954 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $19,635. As of January 31, 2023, the promissory note was $35,365.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17,2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $28,431 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $29,453. As of January 31, 2023, the promissory note was $53,047.
On September 9, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 09,2023 and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $16,637 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $21,952. As of January 31, 2023, the promissory note was $33,048.
On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 27,2023 and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $14,558 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $24,032. As of January 31, 2023, the promissory note was $30,968.
On September 28, 2022, the Company issued 300,000 shares of common stock to a consulting firm at $0.53 per share for prepaid expense of $159,000 for services with a six-month term.
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On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 10 ,2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $19,467 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $38,417. As of January 31, 2023, the promissory note was $44,083.
On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 14, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $18,834 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $39,050. As of January 31, 2023, the promissory note was $43,450.
On October 17, 2022, the Company issued 247,500 shares of common stock to employees and executives at $1.86 per share totaling $460,350 for services.
On October 17, 2022, the Company issued 215,000 shares of common stock to consultants at $1.86 per share totaling $399,900 for services.
On October 17, 2022, the Company issued 5,000 shares of common stock to a consultant at $1.86 per share for prepaid expenses of $9,300 for services.
On October 17, 2022, the Company issued 7,500 shares of common stock at $1.96 per share of $13,950 to the Company’s landlord for partial payment of rent.
On October 17, 2022, the Company issued 10,000 shares of common stock to a consultant $1.50 per share for cash proceeds of $15,000.
On October 17, 2022, and October 28, 2022, the Company issued 750,000 shares and 250,000 shares of common stock respectively at total value of $305,152 to noteholders as inducement for promissory notes of $550,000 issued during the six months ended October 31, 2022.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,293 comprising original issue discount of $5,000 and discount from note inducement of $21,293. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $8,241 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $18,052. As of January 31, 2023, the promissory note was $36,948.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $39,440 comprising original issue discount of $7,500 and discount from note inducement of $31,940. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $12,362 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $27,078. As of January 31, 2023, the promissory note was $55,422
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On October 28, 2022, the Company issued 60,960 shares of common stock to the CFO at $0.852 per share of $51,938 for services.
On October 28, 2022, the Company issued 133,333 shares of common stock for the conversion of convertible note principal of $20,000 at a fixed conversion rate of $1 per share.
On November 2, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share.
On November 3, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $60,500 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on October 3, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $12,883 comprising original issue discount of $10,500 and discount from note inducement of $2,383. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $3,150 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $9,733. As of January 31, 2023, the promissory note was $50,767.
On November 8, 2022, pursuant to an agreement entered with the COO of the Company for his resignation on October 18, 2022, the COO returned 1,369,333 shares of common stock to the Company. The returned shares were immediately cancelled.
On November 16, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share.
On January 11, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 11, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $827 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $12,988. As of January 31, 2023, the promissory note was $42,012.
On January 12, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 12, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $784 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $13,032. As of January 31, 2023, the promissory note was $41,968.
On January 20, 2023, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share.
On January 27, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $220,000 Promissory Note for a purchase price of $, 200,000 at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on December 27, 2023, and accrues interest at 10%. The Company has also issued 400,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $55,263 comprising original issue discount of $20,000 and discount from note inducement of $35,263. During the nine months ended January 31, 2023, the Company recorded amortization of debt discount of $662 reporting under interest expense in the statements of operations. As of January 31, 2023, the debt discount was $54,601. As of January 31, 2023, the promissory note was $165,399.
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On January 31, 2023, the Company issued 400,000 shares of common stock for the acquisition of property and equipment from an unaffiliated firm at $0.19 per share in pursuant to asset purchase agreement entered on December 14, 2022.
On January 31, 2023, the Company issued 175,000 shares of common stock to consultants at $0.21 per share totaling $36,750 for services.
On January 31, 2023, the Company issued 62,500 shares of common stock to the CEO at $0.21 per share of $13,125.
On January 31, 2023, the Company issued 339,808 shares of common stock to CFO at $0.21 per share of $71,360 for services.
On January 31, 2023, the Company issued 208,333 shares of common stock to VP Sales at $0.21 per share of $43,750 for services.
On January 31, 2023, the Company issued 32,808 shares of common stock at $0.21 per share of $6,890 to the Company’s landlord for partial payment of rent.
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $2,383 to a noteholder as an inducement for a convertible note of $60,500 issued on November 3, 2022.
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55,000 issued on January 11, 2023
On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55,000 issued on January 12, 2023
On January 31, 2023, the Company issued 400,000 shares of common stock valued at $35,263 to a noteholder as an inducement for a convertible note of $220,000 issued on January 27, 2023.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended January 31, 2023 and 2022 and the nine months ended January 31, 2023 and 2022, which are included herein.
Three Months Ended January 31, 2023, Compared to the Three Months January 31, 2022
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| Three Months Ended |
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| January 31, |
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| 2023 |
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| 2022 |
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| Changes |
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| % |
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Revenues |
| $ | 104,620 |
|
| $ | 397,094 |
|
| $ | (292,474 | ) |
| (74 | %) | |
Cost of revenue |
|
| (64,852 | ) |
|
| (233,217 | ) |
|
| (168,365 | ) |
| (72 | %) | |
Gross Profit |
|
| 39,768 |
|
|
| 163,877 |
|
|
| (124,109 | ) |
| (76 | %) | |
Operating Expenses |
|
| (776,783 | ) |
|
| (6,829,648 | ) |
|
| 6,052,865 |
|
| (89 | %) | |
Loss from Operations |
|
| (737,015 | ) |
|
| (6,665,771 | ) |
|
| 5,928,756 |
|
| (89 | %) | |
Other Expenses |
|
| (134,144 | ) |
|
| (102,969 | ) |
|
| (31,175 | ) |
|
| 30 | % |
Net Loss |
| $ | (871,159 | ) |
| $ | (6,768,740 | ) |
| $ | 5,897,581 |
|
| (87 | %) | |
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Revenues
We had revenues of $104,620 from operations during the three months January 31, 2023, as compared to $397,094 of revenues during the three months ended January 31, 2022. The decrease in revenue is attributed to decreased business activities during the three months ended January 31, 2023.
Net Loss
Our unaudited financial statements report a net loss of $871,159 for the three months ended January 31, 2023, compared to a net loss of $6,768,740 for the three months ended January 31, 2022. The decrease in net loss was due to a decrease in operating expenses, specifically stock-based compensation for professional fees.
Expenses
Our operating expenses for the three months ended January 31, 2023 were $776,783 compared to $6,829,648 for the three months ended January 31, 2022. Operating expenses for the three months ended January 31, 2023 consisted of $178,628 in general and administrative, $317,361 in professional fees, $128,234 in professional fees – related parties and $152,560 in management fees and salaries – related parties. Operating expenses for the three months ended January 31, 2022 consisted of $81,839 in general and administrative, $1,121,133 in professional fees, $5,540,276 in professional fees – related parties and $86,400 in management fees and salaries – relates parties. The decrease in operating expenses during the three months ended January 31, 2023 compared to three months ended January 31, 2022was mainly due to the decrease in professional fees of $803,772 and professional fees- related parties of $5,412,042 . During the three months ended January 31, 2023, the Company incurred stock-based compensation of $254,079 for common stock awards to consultants and $128,235 for common stock awards to related parties as compared to stock-based compensation of $1,107,592 for common stock awards to consultants and $5,480,276 for common stock awards to related parties during the three months ended January 31, 2022. Compensation was recorded under professional fees in the statements of operations.
Our other expenses for the three months ended January 31, 2023 were $134,144 compared to $102,969 for the three months ended January 31, 2022. The increase in other expense is attributed to the increase in interest expense from promissory notes during the three months ended January 31, 2023.
Nine Months Ended January 31, 2023, Compared to the Nine Months January 31, 2022
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| Nine Months Ended |
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| January 31, |
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| 2023 |
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| 2022 |
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| Changes |
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Revenues |
| $ | 186,941 |
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| $ | 995,813 |
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| $ | (808,872 | ) |
| (81 | %) |
Cost of revenue |
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| (122,473 | ) |
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| (752,812 | ) |
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| 630,339 |
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| (84 | %) |
Gross Profit |
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| 64,468 |
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| 243,001 |
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| (178,533 | ) |
| (73 | %) |
Operating Expenses |
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| (2,492,498 | ) |
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| (28,978,109 | ) |
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| 26,485,611 |
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| (91 | %) |
Loss from Operations |
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| (2,428,030 | ) |
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| (28,735,108 | ) |
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| 26,307,078 |
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| (92 | %) |
Other Expenses |
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| (226,237 | ) |
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| (251,594 | ) |
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| 25,357 |
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| (10 | %) |
Net Loss |
| $ | (2,654,267 | ) |
| $ | (28,986,702 | ) |
| $ | 26,332,435 |
|
| (91 | %) |
Revenues
We had revenues of $186,941 from operations during the nine months January 31, 2023, as compared to $995,813 of revenues during the nine months ended January 31, 2022. The decrease in revenue is attributed to decreased business activities during the nine months ended January 31, 2023.
Net Loss
Our unaudited financial statements report a net loss of $2,654,267 for the nine months ended January 31, 2023, compared to a net loss of $28,986,702 for the nine months ended January 31, 2022. The decrease in net loss was due to a decrease in operating expenses, specifically stock-based compensation for professional services.
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Expenses
Our operating expenses for the nine months ended January 31, 2023 were $2,492,498 compared to $28,978,109 for the nine months ended January 31, 2022. Operating expenses for the nine months ended January 31, 2023 consisted of $294,247 in general and administrative, $1,127,322 in professional fees, $686,197 in professional fees – related parties and $384,732 in management fees and salaries – related parties. Operating expenses for the nine months ended January 31, 2022 consisted of $382,491 in general and administrative, $7,412,500 in professional fees, $21,000,588 in professional fees – related parties and $182,530 in management fees and salaries – relates parties. The decrease in operating expenses during the nine months ended January 31, 2023 compared to nine months ended January 31 2022 was mainly due to the decrease in professional fees of $6,285,178 and professional fees- related parties of $20,314,391. During the nine months ended January 31, 2023, the Company incurred stock-based compensation of $917,089 for common stock awards to consultants and $686,198 for common stock awards to related parties as compared to stock-based compensation of $7,230,055 for common stock awards to consultants and $21,000,588 for common stock awards to related parties during the nine months ended January 31, 2022. Compensation was recorded under professional fees in the statements of operations.
Our other expenses for the nine months ended January 31, 2023, were $226,237 compared to $251,594 for the nine months ended January 31, 2022. The decrease in other expense is attributed to a decrease in amortization of convertible note discount during the nine months ended January 31, 2023.
Liquidity and Financial Condition
Working Capital
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| January 31, |
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| April 30, |
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| 2023 |
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| 2022 |
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Current Assets |
| $ | 401,586 |
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| $ | 449,614 |
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Current Liabilities |
| $ | 1,638,497 |
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| $ | 1,146,362 |
|
Working Capital (Deficiency) |
| $ | (1,236,911 | ) |
| $ | (696,748 | ) |
Our total current assets decreased from $449,614 as of April 30, 2022 to $401,586 as of January 31, 2023 due primarily to a decrease in prepaid expenses offset by increases in cash, inventory and accounts receivable.
Our total current liabilities increased from $1,146,362 as of April 30, 2022 to $1,638,497 as of January 31, 2023 due primarily to increases in promissory notes payable and accrued interest.
Our working capital deficit on January 31, 2023, was $1,236,911 as compared to working capital deficit of $696,748 as of April 30, 2022. The increase in working capital deficit was mainly attributed to increases in promissory notes and accrued interest, and a decrease in prepaid expenses.
Cash Flows
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| Nine Months Ended |
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| January 31, |
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| 2023 |
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| 2022 |
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Cash Flows used in Operating Activities |
| $ | (743,857 | ) |
| $ | (351,773 | ) |
Cash Flows used in Investing Activities |
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| (26,553 | ) |
|
| (12,500 | ) |
Cash Flows provided by Financing Activities |
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| 991,757 |
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| 412,438 |
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Net increase in cash during period |
| $ | 221,347 |
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| $ | 48,165 |
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Operating Activities
Net cash used in operating activities was $743,857 for the nine months ended January 31, 2023, compared with $351,773 net cash used in operating activities during the same period in 2022.
During the nine months ended January 31, 2023, net cash used in operating activities was attributed to net loss of $2,654,267, decreased by stock-based compensation of $1,603,287, lease expense settled by common stock of $25,840, depreciation of furniture and equipment of $858, amortization of intangible assets of $16,134, amortization of promissory note discount of $15,019, amortization of convertible note discount of $15,480 and a net change in operating assets and liabilities of $92,791.
During the nine months ended January 31, 2022, the net cash used in operating activities was attributed to net loss of $28,986,702 from operations, decreased by stock-based compensation of $21,894,138, lease expense settled by common stock of $2,500, depreciation of furniture and equipment of $858, amortization of convertible note discount of $229,792 and a net change in operating assets and liabilities of $6,507,641.
Investing Activities
During the nine months ended January 31, 2023 and 2022, we used $26,553 and $12,500 in investing activities, respectively. During the nine months ended January 31, 2023, the Company acquired intangible assets by cash of $26,553. During the nine months ended January 31, 2022, the Company advanced to a related party of $12,500.
Financing Activities
During the nine months ended January 31, 2023, net cash from financing activities was $991,757 compared to $412,438 during the same period in 2022. Proceeds from financing activities during the nine months ended January 31, 2023 were derived from proceeds from issuance of promissory notes totaling of $925,000, proceeds from stock subscription of $24,757 and proceeds from warrants exercised of $42,000. Proceeds from financing activities during the nine months ended January 31, 2022 were derived from issuance of convertible notes totaling $397,000 proceeds from issuance of stock subscription of $15,420 and proceeds from issuance of preferred stock of $18.
Going Concern
As of January 31, 2023, we had cash on hand of $224,224. We generated revenues of $186,941 and gross profit of $64,468 during the nine months ended January 31, 2023, incurred net loss of $2,654,267 during the period and have accumulated a net loss of $33,120,867 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.
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. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.
Contractual Obligations
Not required for smaller reporting companies
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of January 31, 2023. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of January 31, 2023.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management do 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 14, 2020, the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Fifth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC (“Plaintiff”) vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the Plaintiff. The Plaintiff amended its complaint to allege breach of NDA and Trade Secret violations which the Company believes to be groundless. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. On December 17, 2020, the court issued an order, denying the Plaintiff’s request, and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list, and can even solicit customers and or the customer list. This was a huge victory for GPOX. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. The latest update on this litigation is the case was referred to non-binding arbitration, the Company’s legal counsel feels the outcome will be favorable for the Company and intends in the interim to file Motions for Summary Judgement and has advised the Company there is a reasonable likelihood the Company will prevail. Judgement was entered in favor of GPOX on all counts of MNP’s amended complaint against GPOX, but MNP filed a notice to appeal. This matter was settled on November 8, 2022, in which the parties have agreed to resolve their differences and terminate the litigation.
With the exception of the above-described complaint, which we believe to be non-material, we are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.
Item 1A. Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
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Item 6. Exhibits
Exhibit Number |
| Exhibit |
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101.INS |
| XBRL INSTANCE DOCUMENT |
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101.SCH |
| XBRL TAXONOMY EXTENSION SCHEMA |
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101.CAL |
| XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
|
|
|
101.DEF |
| XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
|
|
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101.LAB |
| XBRL TAXONOMY EXTENSION LABEL LINKBASE |
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101.PRE |
| XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
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| 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, thereunto duly authorized.
|
| GPO PLUS, INC. |
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| (Registrant) |
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Dated: March 8, 2023 |
| /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) |
|
| 38 |
EXHIBIT 31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Brett H. Pojunis, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of GPO Plus, Inc.; |
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|
| 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; |
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| 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; |
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| 4. | The registrant’s other certifying officer(s) 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)) 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; |
| (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; |
| (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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrants’ other certifying officer(s) 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 controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (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. |
Date: March 8, 2023
| /s/ Brett H. Pojunis |
|
| Brett H. Pojunis |
|
| President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary |
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of GPO Plus, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended January 31, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
Date: March 8, 2023
| /s/ Brett H. Pojunis | |
| Brett H. Pojunis | |
| President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.