GPO Plus, Inc 10-Q for FY2026 Q3
GPO Plus, Inc. (GPOX)
About this 10-Q
GPO Plus, Inc filed this 10-Q on March 10, 2026, covering the quarter ended January 31, 2026 (FY2026 Q3).
Headline figures
Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.2M
- down 2.3% from $1.23M a year earlier
- Net loss
- $748.14K
- compared with a net loss of $409.33K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
_____________________________________________________________
Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
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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.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.
A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on September 11, 2025 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.
Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
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| Table of Contents |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
GPO PLUS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
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| January 31, |
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| April 30, |
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| 2025 |
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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, net |
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Total Current Assets |
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Finance lease right-of-use assets, net |
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Property and equipment, net |
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Intangible assets, net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Accrued liabilities - related parties |
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Deposits |
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Convertible note payable, net of debt discount of $ |
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Promissory note payable, net of debt discount of $ |
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Finance lease liabilities |
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Stock payable - related parties |
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Stock payable |
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Total Current Liabilities |
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Finance lease liabilities - non-current |
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Total Liabilities |
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Commitments and Contingencies (Note 12) |
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Founders Series A Non-Voting Redeemable Preferred Stock, $ |
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Series A Non-Voting Redeemable Preferred Stock, $ |
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Stockholders' Deficit: |
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Series A Preferred Shares, $ |
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Series C Preferred Shares, $ |
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Founders Class A Common stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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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.
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| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| Nine Months Ended |
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| January 31, |
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Revenues |
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Cost of revenue |
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Gross Profit |
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Operating Expense |
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General and administrative |
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Professional fees (including stock-based compensation of $177,249 and $28,580, respectively) |
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Professional fees - related parties (including stock-based compensation of $19,913 and $16,373, respectively) |
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Management fees and salaries - related parties |
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Total Operating Expense |
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Loss from operations |
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Other Income (Expense) |
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Other income (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.
| 5 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2026, AND 2025
(Unaudited)
Nine months ended January 31, 2026
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| Stockholders' Deficit |
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| Founders Series A Non-Voting Redeemable Preferred Stock |
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| Series A Non-Voting Redeemable Preferred Stock |
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| Series A Convertible Preferred Shares |
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| Series C Preferred Shares |
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| Founders Class A Common stock |
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| Common stock |
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| Subscription |
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| Additional Paid In |
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| Accumulated |
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| Total Stockholders' |
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| Shares |
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| Receivable |
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Balance, April 30, 2025 |
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| $ |
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Issuance of common stock for loan inducement |
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| - |
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| - |
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| - |
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| - |
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| - |
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Issuance of common stock for loan extension |
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| - |
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| - |
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| - |
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| - |
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Issuance of common stock for promissory note repayment |
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| - |
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| - |
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| - |
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Issuance of common stock for note conversion |
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| - |
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| - |
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Issuance of common stock for services |
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Net loss |
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| - |
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| - |
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| - |
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Balance, July 31, 2025 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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Issuance of common stock for loan inducement |
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| - |
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Cancellation of common stock for loan inducement |
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| - |
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| - |
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Issuance of common stock for promissory note repayment |
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| - |
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| - |
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Issuance of common stock for services |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| - |
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| - |
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Balance, October 31, 2025 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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Issuance of common stock for loan inducement |
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| - |
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| - |
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| - |
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| - |
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| - |
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Issuance of common stock for promissory note repayment |
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| - |
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| - |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Balance, January 31, 2026 |
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| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||||||
| 6 |
| Table of Contents |
Nine months ended January 31, 2025
|
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|
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|
|
| Stockholders' Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
| Founders Series A Non-Voting Redeemable Preferred Stock |
|
| Series A Non-Voting Redeemable Preferred Stock |
|
| Series A Convertible Preferred Shares |
|
| Series C Preferred Shares |
|
| Founders Class A Common stock |
|
| Common stock |
|
| Subscription |
|
| Additional Paid In |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Receivable |
|
| Capital |
|
| Deficit |
|
| Deficit |
| ||||||||||||||||
|
|
|
|
|
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|
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Balance, April 30, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||||||
Issuance of Series C Preferred Shares for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| ||||||||||
Return of Series C Preferred Shares |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||||
Balance, July 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||||
Issuance of common stock for loan inducement |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Subscription Receivable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Return of Series C Preferred Shares |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||||
Balance, October 31, 2024 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||||||
Issuance of common stock for loan inducement |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Issuance of common stock for loan extension |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Issuance of common stock for loan interest |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Return of common stock |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Issuance of Series C Preferred Shares for cash |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||||
Balance, January 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine Months Ended |
| |||||
|
| January 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation for services |
|
|
|
|
|
| ||
Stock-based compensation for services - related parties |
|
|
|
|
|
| ||
Stock issued for promissory note extension |
|
|
|
|
|
| ||
Other income from insurance coverage on damaged automobile |
|
|
|
|
| ( | ) | |
Loss from trade in of automobile |
|
|
|
|
|
| ||
Non-cash interest expense for convertible note conversion |
|
|
|
|
|
| ||
Non-cash interest expense for promissory note inducement |
|
|
|
|
|
| ||
Reversal of non-cash interest expense for promissory note extension |
|
| ( | ) |
|
|
| |
Stock payable for lease expense |
|
|
|
|
|
| ||
Stock payable for interest expense for promissory notes |
|
|
|
|
|
| ||
Stock payable for promissory note extension |
|
|
|
|
|
| ||
Depreciation of furniture and equipment |
|
|
|
|
|
| ||
Depreciation of right-of-use-assets |
|
|
|
|
|
| ||
Amortization of intangible assets |
|
|
|
|
|
| ||
Amortization of promissory note discount |
|
|
|
|
|
| ||
Interest expense on finance lease |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
| ( | ) |
|
|
| |
Inventory |
|
|
|
|
|
| ||
Accounts payable and accrued liabilities |
|
|
|
|
| ( | ) | |
Accrued interest |
|
|
|
|
|
| ||
Accrued liabilities - related parties |
|
|
|
|
|
| ||
Deposit |
|
| ( | ) |
|
|
| |
Net cash used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceed from disposal of vehicle |
|
|
|
|
|
| ||
Purchase of property and equipment |
|
|
|
|
| ( | ) | |
Net cash used in Investing Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Repayment for finance leases |
|
| ( | ) |
|
| ( | ) |
Proceeds from issuance of promissory notes |
|
|
|
|
|
| ||
Repayment of promissory notes |
|
| ( | ) |
|
| ( | ) |
Repayment from return of series C preferred shares |
|
|
|
|
| ( | ) | |
Proceeds from subscription of series C preferred shares |
|
|
|
|
|
| ||
Proceeds from issuance of series C preferred shares |
|
|
|
|
|
| ||
Net cash provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash for period |
|
| ( | ) |
|
| ( | ) |
Cash at beginning of period |
|
|
|
|
|
| ||
Cash at end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Recognition of finance lease right-of-use assets |
| $ |
|
| $ |
| ||
Stock payable for note inducement |
| $ |
|
| $ |
| ||
Return of common stock |
| $ | - |
|
| $ |
| |
Issuance of common stock for note inducement |
| $ |
|
| $ |
| ||
Issuance of common stock for note extension |
| $ |
|
| $ |
| ||
Issuance of common stock for repayment of promissory notes |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 8 |
| Table of Contents |
GPO PLUS, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED JANUARY 31, 2026, AND 2025
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.
On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.
On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc
Effective May 5, 2020, Brett H. Pojunis acquired
GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of January 31, 2026, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $
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, 2026, are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2025 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, 2025, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 11, 2025.
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.
| 9 |
| Table of Contents |
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of January 31, 2026, and April 30, 2025, the Company had cash of $
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of January 31, 2026, and April 30, 2025, the Company had accounts receivable of $
As of January 31, 2026, and April 30, 2025, the Company has one customer concentrated over
Prepaid Expense
Prepaid expenses relate to security deposit for an office premise and warehouse 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.
|
| January 31, |
|
| April 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Security Deposit for office and warehouse |
| $ |
|
| $ |
| ||
Prepayment for services to consultants |
|
|
|
|
|
| ||
Prepayment for interest on promissory notes |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Inventory
Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.
As of January 31, 2026, and April 30, 2025, the Company recorded inventory reserve of $
As of January 31, 2026, and April 30, 2025, the Company had finished goods inventory, net of inventory reserve of $
|
| January 31, 2026 |
|
| April 30, 2025 |
| ||
Nutriumph® |
| $ |
|
| $ |
| ||
Distro |
|
|
|
|
|
| ||
Loon |
|
|
|
|
|
| ||
Vyve |
|
|
|
|
|
| ||
Coast |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 10 |
| Table of Contents |
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property, Plant and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Furniture and Equipment | |
Computer Equipment | |
Automobile |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended January 31, 2026, and 2025, no impairment losses have been identified.
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.
Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.
Step 3: Determine the transaction price - The transaction price has been identified in the invoice.
Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.
Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.
During the nine months ended January 31, 2026, and 2025, the Company recognized $
| 11 |
| Table of Contents |
During the nine months ended January 31, 2026, and 2025, the Company has one customers who contributed over
Accounts payable and accrued liabilities.
Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of January 31, 2026, and April 30, 2025, accounts payable and accrued liabilities were $
Leases
We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:
| • | A transferal of ownership of an asset to the lessee at the end of the term of the initial lease |
| • | The lessee is certain that they will exercise a purchase option at the end of the term of the lease |
| • | The leased asset has no alternative use to the lessor at the end of the lease |
| • | |
| • |
Operating leases
Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.
Finance lease
Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.
Fair Value Measurement
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
| 12 |
| Table of Contents |
Level 1 – | quoted prices in active markets for identical assets or liabilities |
Level 2 – | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 – | inputs that are unobservable (for example cash flow modelling inputs based on assumptions) |
None of the financial instruments are measured at fair value on a recurring basis.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)
Convertible Financial Instruments
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.
When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
During the nine months ended January 31, 2026, and 2025, the Company recorded $
|
| Nine Months Ended |
| |||||
|
| January 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Common stock award to consultants |
| $ |
|
| $ |
| ||
Common stock award to management and executives - related parties |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 13 |
| Table of Contents |
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
For the nine months ended January 31, 2026, and 2025, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
|
| January 31, |
|
| January 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Series A Preferred Shares |
|
|
|
|
|
| ||
Convertible Notes |
|
| - |
|
|
|
| |
Warrants |
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|
| ||
Common Stock Payable |
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| ||
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| ||
The Company had
As of January 31, 2026, and April 30, 2025, convertible shares from the Company’s non-affiliate convertible notes were
As of January 31, 2026, and April 30, 2025, the outstanding warrants issued in connection with these convertible notes were
As of January 31, 2026, and April 30, 2025, the Company had stock payable of $
Net loss per share for each class of common stock is as follows:
|
| Nine Months Ended |
| |||||
|
| January 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Net loss per share, basic diluted |
| $ | ( | ) |
| $ | ( | ) |
Net loss per common shares outstanding: |
|
|
|
|
|
|
|
|
Founders Class A Common stock |
| $ | ( | ) |
| $ | ( | ) |
Ordinary Common stock |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Founders Class A Common stock |
|
|
|
|
|
| ||
Ordinary Common stock |
|
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| ||
Total weighted average shares outstanding |
|
|
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| ||
Recent Accounting Pronouncements
We have evaluated all recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
| 14 |
| Table of Contents |
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.
NOTE 4 – ASSETS PURCHASE
On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $
The inventory acquired is Nutriumph Products for resale purposes. These inventory items have been sold during the year ended April 30, 2023.
The intangible assets comprised of proprietary formula at $
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment as of January 31, 2026, and April 30, 2025, are summarized as follows:
| 15 |
| Table of Contents |
Cost |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposal |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
April 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Disposal |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
January 31, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Depreciation |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2024 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposal |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
April 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Disposal |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
January 31, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
| Furniture and Equipment |
|
| Computer Equipment |
|
| Automobile |
|
| Total |
| ||||
April 30, 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
January 31, 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
During the nine months ended January 31, 2026, and 2025, the Company acquired four automobiles of $
During the nine months ended January 31, 2025, the Company disposed of an automobile at net amount of $
As of January 31, 2026, and April 30, 2025, Property and Equipment were $
NOTE 6 - CAPITAL STOCK
Share Capital
On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the
| • | |
| • | |
| • | |
| • | |
| • |
On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating
| 16 |
| Table of Contents |
Equity Compensation Plans
On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of
Equity Compensation Plan Information
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
| Weighted average exercise price of outstanding options, warrants and rights |
|
| Number of securities remaining available for future issuance under equity compensation plans (1) |
| ||
Equity compensation plans approved by security holders |
|
|
|
|
|
|
|
| |||
|
|
| - |
|
|
| N/A |
|
| shares |
|
| (1) | On April 4, 2023, the Company issued |
Ordinary Common Stock
Nine months ended January 31, 2026
During the nine months ended January 31, 2026, the Company issued
During the nine months ended January 31, 2026, the Company issued
During the nine months ended January 31, 2026, the Company issued
During the nine months ended January 31, 2026, the Company issued
During the nine months ended January 31, 2026, the Company issued
Nine months ended January 31, 2025
During the nine months ended January 31, 2025, the Company issued
During the nine months ended January 31, 2025, the Company issued
During the nine months ended January 31, 2025, the Company issued
During the nine months ended January 31, 2025, the Director of the Company returned
As of January 31, 2026, and April 30, 2025, the issued and outstanding common stock was
| 17 |
| Table of Contents |
Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock
During the year ended April 30, 2021, the Company issued common and preferred stock units comprising
The founder’s series A non-voting redeemable preferred stock has a redemption value of $
During the year ended April 30, 2024, the Company issued
As of January 31, 2026, and April 30, 2025, 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, 2026, and April 30, 2025, the Company had
Series A Non-Voting Redeemable Preferred Stock
On May 21, 2021, the Company issued
The series A non-voting redeemable preferred stock has a redemption value of $
As of January 31, 2026, and April 30, 2025, the Company had
Series C Preferred Stock
The purchase price of the series C preferred is $
During the nine months ended January 31, 2025, the Company issued
During the nine months ended January 31, 2025, the Company refunded $
As of January 31, 2026, and April 30, 2025, the issued and outstanding shares of series C preferred stock were
| 18 |
| Table of Contents |
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
During the six months ended October 31, 2025, the
The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2025:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of April 30, 2024 |
|
|
|
| $ |
| ||
Expired |
|
| ( | ) |
|
|
| |
Balances as of April 30, 2025 |
|
|
|
| $ | - |
| |
Stock Payable
As of January 31, 2026 and April 30, 2025, the Company had stock payable of $
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable of $
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable of $
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable of $
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable of $
During the nine months ended January 31, 2026, the Company recorded stock payable of $
During the nine months ended January 31, 2025, the Company recorded stock payable of $
NOTE 7 - RELATED PARTY TRANSACTIONS
Related party compensation for the nine months ended January 31, 2026, and 2025, and shareholding and salary payable as of January 31, 2026, and April 30, 2025, are summarized as below:
| 19 |
| Table of Contents |
|
| Nine Months Ended January 31, 2026 |
| |||||||||
Title |
| Wages Expense |
|
| Management/Consulting Fees |
|
| Stock Compensation |
| |||
CEO and CFO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
VP - Distro Plus |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
| Nine Months Ended January 31, 2025 |
| |||||||||
Title |
| Wages Expense |
|
| Management/Consulting Fees |
|
| Stock Compensation |
| |||
CEO and CFO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
VP - Distro Plus |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
| As of January 31, 2026 |
|
|
|
| ||||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/Consulting |
|
| Stock |
| |||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
|
| Payable |
| |||||
CEO and CFO |
|
|
|
|
|
|
|
| - |
|
| $ |
|
| $ |
| ||||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
President - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
Operational Manager |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
VP - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
Director |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||||
|
| As of April 30, 2025 |
|
|
|
| ||||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/Consulting |
|
| Stock |
| |||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Fees Payable |
|
| Payable |
| |||||
CEO and CFO |
|
|
|
|
|
|
|
| - |
|
| $ |
|
| $ |
| ||||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
President - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
Operational Manager |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
VP - Distro Plus |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
Director |
|
|
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||||
| 20 |
| Table of Contents |
CEO and CFO
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable for
During the nine months ended January 31, 2026, and 2025, the Company incurred management salary expenses of $
Advisor – Affiliate
During the nine months ended January 31, 2026, and 2025, the Company incurred consulting fees of $
VP – Distro Plus
During the nine months ended January 31, 2026, and 2025, the Company recorded stock payable for
During the nine months ended January 31, 2026, and 2025, the Company incurred management salary of $
NOTE 8 - COVERTIBLE NOTE PAYABLE
Convertible note payable on January 31, 2026, and April 30, 2025, consists of the following:
|
| January 31, 2026 |
|
| April 30, 2025 |
| ||
Dated June 16, 2021 |
| $ |
|
| $ |
| ||
Dated September 8, 2021 |
|
|
|
|
|
| ||
Total convertible note payable |
| $ |
|
| $ |
| ||
On June 16, 2021, the Company issued a $
| 21 |
| Table of Contents |
On September 8, 2021, the Company issued a $
During the nine months ended January 31, 2026, the Company issued
During the nine months ended January 31, 2026, and 2025, the Company recorded interest expenses of $
As of January 31, 2026, and April 30, 2025, the convertible note payable was $
NOTE 9 - PROMISSORY NOTE PAYABLE
Promissory note payable on January 31, 2026, and April 30, 2025, consists of the following:
|
| January 31, 2026 |
|
| April 30, 2025 |
| ||
August 2022 |
| $ |
|
| $ |
| ||
September 2022 |
|
|
|
|
|
| ||
October 2022 |
|
|
|
|
|
| ||
November 2022 |
|
|
|
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| ||
January 2023 |
|
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|
| ||
February 2023 |
|
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| ||
March 2023 |
|
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| ||
May 2023 |
|
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| ||
June 2023 |
|
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| ||
August 2023 |
|
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| ||
September 2023 |
|
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| ||
November 2023 |
|
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| ||
January 2024 |
|
|
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|
| ||
February 2024 |
|
|
|
|
|
| ||
September 2024 |
|
|
|
|
|
| ||
October 2024 |
|
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|
|
| ||
January 2025 |
|
|
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|
| ||
February 2025 |
|
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|
| ||
March 2025 |
|
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| ||
April 2025 |
|
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| ||
July 2025 |
|
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|
| ||
August 2025 |
|
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|
|
|
| ||
October 2025 |
|
|
|
|
|
| ||
November 2025 |
|
|
|
|
|
| ||
December 2025 |
|
|
|
|
|
| ||
January 2026 |
|
|
|
|
|
| ||
Total promissory notes payable, gross |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
| ( | ) |
Total promissory notes |
| $ |
|
| $ |
| ||
| 22 |
| Table of Contents |
The terms of the promissory notes are summarized as follows:
| • | Loan Expiry Term of Six Months to One Year |
|
|
|
| • | Weighted Average Remaining Term of |
|
|
|
| • | Annual interest rate of |
|
|
|
| • | Convertible at 75% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. |
During the nine months ended January 31, 2026, and 2025, the Company issued promissory notes for aggregate principal amount of $
During the nine months ended January 31, 2026, and 2025, the Company made repayment on principal balance of promissory notes of $
During the nine months ended January 31, 2026, and 2025, the Company issued
During the nine months ended January 31, 2026, and 2025, the Company issued an aggregate of
During the nine months ended January 31, 2026, and 2025, the Company issued
During the nine months ended January 31, 2026, and January 31, 2025, the Company issued
During the nine months ended January 31, 2026, and 2025, the note discount amortization was $
During the nine months ended January 31, 2026, and 2025, the Company recorded interest expenses of $
NOTE 10 – LEASES
In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases.
During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases.
During the nine months ended January 31, 2026, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases.
On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to a new location at 6707 Yonkers Ave Lubbock, Texas. The lease commenced on May 22, 2025, and ended on August 22, 2028, at a cost of $
As of January 31, 2026, and April 30, 2025, the finance lease obligations included in current liabilities were $
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| Table of Contents |
As of January 31, 2026, and April 30, 2025, the Company had the following lease obligations:
|
| Discount |
|
|
| January 31, |
|
| April 30, |
| ||
|
| Rate |
| Maturity |
| 2026 |
|
| 2025 |
| ||
Current |
|
|
| $ |
|
| $ |
| ||||
Non-current |
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
| $ |
|
| $ |
| ||
Balance - April 30, 2024 |
| $ |
| |
Lease liability additions |
|
|
| |
Repayment of Lease liability |
|
| ( | ) |
Imputed interest |
|
|
| |
Balance - April 30, 2025 |
| $ |
| |
Lease liability additions |
|
|
| |
Repayment of Lease liability |
|
| ( | ) |
Imputed interest |
|
|
| |
Balance - January 31, 2026 |
| $ |
|
The following table summarizes the maturity of our lease liabilities as of January 31, 2026:
Year Ended April 30, |
|
|
| |
2026 (excluding nine months ended January 31, 2026) |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Lease liabilities |
| $ |
| |
As of January 31, 2026, the Company has right-of-use assets as follows:
Balance - April 30, 2024 |
| $ |
| |
Additions |
|
|
| |
Depreciation |
|
| ( | ) |
Balance - April 30, 2025 |
| $ |
| |
Additions |
|
|
| |
Depreciation |
|
| ( | ) |
Balance - January 31, 2026 |
| $ |
|
NOTE 11 – SEGMENT REPORTING
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: DSD distribution service. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
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| Table of Contents |
The accounting policies of the DSD distribution service segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.
On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of
The lease is exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.
The Company also operated a Regional Distribution Hub. This office was originally located at 512 East 42nd Street Lubbock, Texas 79404. On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to another location at 6707 Yonkers Ave Lubbock, Texas. This office is approximately
NOTE 13 - SUBSEQUENT EVENTS
Subsequent to January 31, 2026, and through the date that these financials were issued, the Company had the following subsequent events:
On February 02, 2026, the Company issued $
On February 06, 2026, the Company issued $
On February 09, 2026, the Company issued $
On February 13, 2026, the Company issued $
On February 20, 2026, the Company issued $
On February 03, 2025, the Company issued
On February 12, 2026, the Company issued
On February 12, 2026, the Company issued
On February 12, 2026, the Company issued
On February 12, 2026, the Company issued
On February 12, 2026, the Company issued
On February 20, 2026, the Company issued
On February 20, 2026, the Company issued
On February 20, 2026, the Company issued
On February 20, 2026, the Company issued
| 25 |
| 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.
General Overview
GPO Plus (GPOX) is a product development, manufacturing, and distribution company which offers a diverse portfolio of high-quality innovative products sold directly to consumers and retailers. Our business is organized around four key areas: products (developing and manufacturing), distribution (getting our products to customers), marketing (promoting our products), and sales (selling our products to consumers and retailers). Our goal is to expand our product line and distribution reach to meet market demand and the needs of our customers. Our business is organized around four key areas:
| · | Products (developing and manufacturing unique products) |
|
|
|
| · | Distribution (getting our products to customers through Direct to store Delivery “DSD” and independent sales organizations “ISO’s”) |
|
|
|
| · | Branding (promoting our Products and our Company) |
|
|
|
| · | Sales (a technology and data-driven approach) |
We recently successfully deployed our new “White Glove” Direct to Store (“DSD”) service. This new service includes new point of sale displays for our flagship brand “The Feel-Good Shop+” and “Mr. Vapor.” Implement the new DSD service program GPOX created “Mini Hubs” supported by a Regional Distribution Hub in Lubbock, Texas.
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| Table of Contents |
Once the Company opens a Mini Hub, sales teams actively look to add additional specialty retailers (gas stations, smoke shops, vape shops, and liquor stores), with a goal of each Mini Hub servicing approximately 100 to 150 locations. This equates to an initial goal of 1,000 to 1,500 retail locations to be supported by the Regional Hub in Lubbock.
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, 2026 and 2025, and the nine months ended January 31, 2026, and 2025 which are included herein.
Three Months Ended January 31, 2026, Compared to the Three Months January 31, 2025
|
| Three Months Ended January 31, |
|
|
|
|
|
|
| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
Revenues |
| $ | 1,202,893 |
|
| $ | 1,231,766 |
|
| $ | (28,873 | ) |
|
| (2 | )% |
Cost of revenue |
|
| (881,465 | ) |
|
| (885,855 | ) |
|
| 4,390 |
|
|
| 0 | % |
Gross Profit |
|
| 321,428 |
|
|
| 345,911 |
|
|
| (24,483 | ) |
|
| (7 | )% |
Operating Expenses |
|
| (893,948 | ) |
|
| (644,544 | ) |
|
| (249,404 | ) |
|
| 39 | % |
Loss from Operations |
|
| (572,520 | ) |
|
| (298,633 | ) |
|
| (273,887 | ) |
|
| 92 | % |
Other Expenses |
|
| (175,617 | ) |
|
| (110,698 | ) |
|
| (64,919 | ) |
|
| 59 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
| $ | (748,137 | ) |
| $ | (409,331 | ) |
| $ | (338,806 | ) |
|
| 83 | % |
Revenues
We had revenues of $1,202,893 from operations during the three months January 31, 2026 as compared to $1,231,766 of revenues during the three months ended January 31, 2025. The decrease in revenue is attributed to an decrease in the availability of inventory during the three months ended January 31, 2026.
Net Loss
Our unaudited financial statements report a net loss of $748,137 for the three months ended January 31, 2026 compared to a net loss of $409,311 for the three months ended January 31, 2025. The increase in net loss was due to an increase in general and administrative, professional Fees and interest expense.
Expenses
Our operating expenses for the three months ended January 31, 2026 were $893,948 compared to $644,544 for the three months ended January 31, 2025. Operating expenses for the three months ended January 31, 2026, consisted of $659,045 in general and administrative, $175,028 in professional fees, $5,875 in professional fees – related parties and $ 54,000 in management fees and salaries – related parties. Operating expenses for the three months ended January 31, 2025 consisted of $478,914 in general and administrative, $72,258 in professional fees, $3,330 in professional fees – related parties and $90,042 in management fees and salaries – related parties. The increase in operating expenses during the three months ended January 31, 2026, was mainly due to the increase in general and administrative, including the increase in digital marketing, delivery and fleet, software fees and warehouse expenses and payroll expenses and the increase in professional fees. During the three months ended January 31, 2026, the Company incurred stock-based compensation of $46,358 as compared to $8,370 incurred during the three months ended January 31, 2025.
Our other expenses for the three months ended January 31, 2026 were $175,617 compared to $110,698 for the three months ended January 31, 2025. During the three months ended January 31, 2026, and 2025, the Company incurred interest expense of $175,617 and $123,209 comprised of loan interest of $115,507 and $91,114, interest expense from finance leases of $6,428 and $4,398 and debt discount amortization of $53,682 and $27,697, respectively. During the three months ended January 31, 2025, the Company recognized other income of $12,511 from disposal of an automobile.
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| Table of Contents |
Nine Months Ended January 31, 2026, Compared to the Nine Months January 31, 2025
|
| Nine Months Ended January 31, |
|
|
|
|
|
|
| |||||||
|
| 2026 |
|
| 2025 |
|
| Changes |
|
| % |
| ||||
Revenues |
| $ | 4,074,173 |
|
| $ | 3,628,658 |
|
| $ | 445,515 |
|
|
| 12 | % |
Cost of revenue |
|
| (3,005,304 | ) |
|
| (2,795,524 | ) |
|
| (209,780 | ) |
|
| 8 | % |
Gross Profit |
|
| 1,068,869 |
|
|
| 833,134 |
|
|
| 235,735 |
|
|
| 28 | % |
Operating Expenses |
|
| (2,559,941 | ) |
|
| (2,118,117 | ) |
|
| (441,824 | ) |
|
| 21 | % |
Loss from Operations |
|
| (1,491,072 | ) |
|
| (1,284,983 | ) |
|
| (206,089 | ) |
|
| 16 | % |
Other Expenses |
|
| (532,615 | ) |
|
| (296,351 | ) |
|
| (236,264 | ) |
|
| 80 | % |
Net Loss |
| $ | (2,023,687 | ) |
| $ | (1,581,334 | ) |
| $ | (442,264 | ) |
|
| 28 | % |
Revenues
We had revenues of $4,074,173 from operations during the nine months January 31, 2026 as compared to $3,628,658 of revenues during the nine months ended January 31, 2025. The increase in revenue is attributed to an increase in the availability of inventory during the nine months ended January 31, 2026.
Net Loss
Our unaudited financial statements report a net loss of $2,023,687 for the nine months ended January 31, 2026 compared to a net loss of $1,581,334 for the nine months ended January 31, 2025. The increase in net loss was due to an increase in general and administrative, professional fees and interest expense.
Expenses
Our operating expenses for the nine months ended January 31, 2026 were $2,559,941 compared to $2,118,117 for the nine months ended January 31, 2025. Operating expenses for the nine months ended January 31, 2026 consisted of $1,822,530 in general and administrative, $549,813 in professional fees, $19,913 in professional fees – related parties and $167,685 in management fees and salaries – relates parties. Operating expenses for the nine months ended January 31, 2025 consisted of $1,380,221 in general and administrative, $454.831 in professional fees, $16,373 in professional fees – related parties and 266,692 in management fees and salaries – relates parties. The increase in operating expenses during the nine months ended January 31, 2026 was mainly due to an increase in general and administration and an increase in professional fees. The increase in general and administration expenses incurred during nine months ended January 31, 2026 was due to the increase in digital marketing, delivery and fleet, software fees and warehouse expenses and payroll expenses. The increase in professionals was mainly due to the increase in audit fees, consulting fees and stock-based compensation During the nine months ended January 31, 2026, the Company incurred stock-based compensation of $197,162 as compared to $44,953 incurred during the nine months ended January 31, 2025.
Our other expenses for the nine months ended January 31, 2026 were $532,615 compared to $296,351 for the nine months ended January 31, 2025. During the nine months ended January 31, 2026 and 2025, the Company incurred interest expense of $531,118 and 308,862comprised of loan interest of $470,988 and $228,673, interest expense from finance leases of $20,330 and $12,028 and debt discount amortization of $39,800 and $68,161, respectively. During the nine months ended January 31, 2026 and January 31, 2025, the Company incurred other expense of $1,497 and recognized other income of $12,511 from disposal of an automobile, respectively.
Liquidity and Financial Condition
Working Capital
|
| January 31, |
|
| April 30, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Current Assets |
| $ | 181,762 |
|
| $ | 478,225 |
|
Current Liabilities |
| $ | 6,689,744 |
|
| $ | 6,035,191 |
|
Working Capital (Deficiency) |
| $ | (6,507,982 | ) |
| $ | (5,556,966 | ) |
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| Table of Contents |
Our total current assets as of January 31, 2026 were $181,762 as compared to total current assets of $478,225 as of April 30, 2025 due to the decrease in cash and inventory. Our total current liabilities as of January 31, 2026, were $6,689,744 as compared to total current liabilities of $6,035,191 as of April 30, 2025, due primarily to the increase in promissory note payable, finance lease liabilities and accounts payable and accrued liabilities.
Our working capital deficit on January 31, 2026 was $6,507,982 as compared to working capital deficit of $5,556,966 as of April 30, 2025 due to the factors noted above.
Cash Flows
|
| Nine Months Ended January 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Cash Flows used in Operating Activities |
| $ | (1,035,756 | ) |
| $ | (770,281 | ) |
Cash Flows used in Investing Activities |
|
| - |
|
|
| (30.212 | ) |
Cash Flows provided by Financing Activities |
|
| 717,404 |
|
|
| 740,916 |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash during period |
| $ | (318,352 | ) |
| $ | (59,577 | ) |
Operating Activities
Net cash used in operating activities was $1,035,756 for the nine months ended January 31, 2026 compared with $770,281 net cash used in operating activities during the same period in 2025.
During the nine months ended January 31, 2026, net cash used in operating activities was attributed to net loss of $2,023,687 decreased by stock-based compensation of $197,162, loss from trade in of automobile of $1,499, non-cash interest expense for convertible note conversion of $171,355, non- cash interest expense for promissory note inducement of $91,194, stock payable for lease expense of $22,500, stock payable for promissory note extension 11,314, depreciation of furniture and equipment of $27,265, depreciation of right -of-use assets of $114,281, amortization of intangible assets of $5,254, amortization of promissory note discount of $133,032 and interest expense on finance lease of $20,183 and a net change in operating assets and liabilities of $206,293, and was increased by reversal of non-cash expense for promissory note extension 13,400
During the nine months ended January 31, 2025, net cash used in operating activities was attributed to net loss of $1,581,334 decreased by stock-based compensation of $44,953, stock issued for promissory note extension of $35,880, non-cash interest expense for promissory note of $16,200, stock payable for lease expense of $22,500, stock payable for interest expense for promissory note s of $16,708, depreciation of furniture and equipment of $38,168, depreciation of right-of-use-assets of $39,284, amortization of intangible assets of $21,388, amortization of promissory note discount of $68,161, interest expense on finance lease of $12,027, increased by other income from insurance coverage on damaged automobile of $12,511 and decreased by a net change on operating assets and liabilities of $508,295.
Investing Activities
During the nine months ended January 31, 2026 and 2025, we used $0 and $30,212, respectively, in investing activities.
During the nine months ended January 31, 2026, the Company acquired no automobiles for $0.
During the nine months ended January 31, 2025, the Company acquired four automobiles for $67,874 and received proceed from disposal of vehicles of $37,662.
Financing Activities
During the nine months ended January 31, 2026, net cash from financing activities was $717,404 compared to $740,916 during the same period in 2025.
Cash flows from financing activities during the nine months ended January 31, 2026 were derived from proceeds from issuance of promissory notes totaling $934,500 offset by repayment of promissory notes of $141,916 and repayment for finance leases of $75,180.
Cash flows from financing activities during the nine months ended January 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $320,000, proceeds from subscription of series C preferred shares and proceeds from the issuance of series C preferred shares totaling $570,000 offset by repayment for finance leases of $48,584, repayment of promissory notes of $60,500 and repayment from the return of series C preferred shares 150,000.
Going Concern
As of January 31, 2026, we had cash on hand of $17,897. We generated revenues of $4,074,173 and gross profit of $1,068,869 during the nine months ended January 31, 2026, but incurred net loss of $2,023,687 during the period and a cumulative net loss of $45,799,053 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.
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| Table of Contents |
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. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.
Contractual Obligations
Not required for smaller reporting companies
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.
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, 2026. 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, 2026.
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| Table of Contents |
Our disclosure controls and procedures are not effective for the following reasons:
We did not maintain effective controls to identify and maintain segregation of duties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries, approves journal entries, and posts journal entries to the general ledger. There is no independent review of any financial duties performed by this individual.
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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| Table of Contents |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of the date of this Quarterly Report, we are not involved in any pending legal proceedings 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.
During the three months ended January 31, 2026, the Company issued 375,000 shares of common stock as loan inducements for promissory notes.
On November 26, 2025, the Company issued 465,621 of common stock for the repayment of aggregate principal amount of a promissory note at $30,000.
On February 03, 2025, the Company issued 441,075 shares of common stock for repayment of a promissory note.
On February 12, 2026, the Company issued 183,500 shares of common stock for a repayment of a promissory note
On February 12, 2026, the Company issued 40,000 shares of common stock for an extension of a promissory note
On February 12, 2026, the Company issued 78,000 shares of common stock for a loan inducement for a promissory note
On February 12, 2026, the Company issued 90,750 shares of common stock for an extension of a promissory note
On February 12, 2026, the Company issued 225,000 shares of common stock for a loan inducement for a promissory note
On February 20, 2026, the Company issued 960,000 shares of common stock for consulting services
On February 20, 2026, the Company issued 280.000 shares of common stock for an extension for a promissory note
On February 20, 2026, the Company issued 244,871 shares of common stock for consulting services
On February 20, 2026, the Company issued 44,000 shares of common stock for consulting services
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) Rule 10b5-1 Trading Plans. During the three months ended January 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit No. |
| Description | ||
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101.INS |
| XBRL Instance Document | ||
101.SCH |
| XBRL Schema Document | ||
101.CAL |
| XBRL Calculation Linkbase Document | ||
101.DEF |
| XBRL Definition Linkbase Document | ||
101.LAB |
| XBRL Label Linkbase Document | ||
101.PRE |
| XBRL Presentation Linkbase Document | ||
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SIGNATURES
Pursuant to the requirements of the Securities and 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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Date: March 10, 2026 | By: | /s/ Brett H. Pojunis | |
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| Brett H. Pojunis |
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| President Chief Executive Officer and |
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| Chief Financial Officer, Treasurer, |
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| Secretary, and Director |
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| (Principal Executive Officer, |
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| Principal Financial Officer and |
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| Principal Accounting Officer) |
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Brett H. Pojunis, the Chief Executive Officer and Chief Financial Officer of GPO Plus, Inc. (the “Company”) certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of the Company; |
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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 in order 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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and |
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| 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 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 registrant’s 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): |
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| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
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| 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. |
| Dated: March 10, 2026 | /s/Brett H. Pojunis |
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| Brett H. Pojunis |
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| President Chief Executive Officer |
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| and Chief Financial Officer, |
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| Treasurer, Secretary, and Director |
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| (Principal Executive Officer, |
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| Principal Financial Officer and |
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| Principal Accounting Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of, I Brett H. Pojunis, the Chief Executive Officer and Chief Financial Officer of GPO Plus, Inc. (the “Company”), hereby certify, that, to my knowledge:
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| 1. | The Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 (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 |
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| 2. | 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. |
| Dated March 10, 2026 | /s/ Brett H. Pojunis |
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| Brett H. Pojunis |
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| President Chief Executive Officer |
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| and Chief Financial Officer, |
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| Treasurer, Secretary, and Director |
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| (Principal Executive Officer, |
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| Principal Financial Officer and |
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| Principal Accounting Officer) |
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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.