GPOX 10-Q
GPO Plus, Inc. (GPOX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
| or |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from _________ to ________ |
Commission File Number |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
(Registrant’s telephone number, including area code) |
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N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
n/a | n/a | n/a |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large, accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| 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)
GPO PLUS, INC.
FORM 10-Q
TABLE OF CONTENTS
Contents
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| 3 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited interim condensed financial statements for the six-month period ended October 31, 2022, form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States.
GPO PLUS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
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| October 31, |
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| April 30, |
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| 2022 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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Accounts receivable |
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Prepaid expenses |
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Inventory |
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Total Current Assets |
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Property, Plant, and Equipment, net |
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Intangible Assets, net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Accrued liabilities - related parties |
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Convertible note payable, net of debt discount of $ |
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Promissory note payable, net of debt discount of $ |
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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 9) |
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Founders Series A Non-Voting Redeemable Preferred Stock, $ |
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Series A Non-Voting Redeemable Preferred Stock, $ |
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Stockholders' Deficit: |
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Series A Preferred Shares, $ |
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Founders Class A Common stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Revenues |
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Cost of revenue |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Professional fees |
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Professional fees - related parties |
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Management fees and salaries - related parties |
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Total Operating Expenses |
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Loss from operations |
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Other Expense |
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Interest expense |
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Total Other Expense |
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Net Loss |
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Net Loss Per Common Share: Basic and Diluted |
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Weighted Average Number of Common Shares Outstanding: Basic and Diluted |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021
Three and Six Months Ended October 31, 2022
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| Stockholders' Deficit |
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| Founders Series A Non-Voting Redeemable Preferred Stock |
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| Series A Convertible Preferred Shares |
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| Common stock |
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| Additional Paid In |
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| Accumulated |
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Balance, April 30, 2022 |
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Stock based compensation |
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Stock based compensation - related party |
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Issuance of common stock for lease |
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Issuance of common stock for cash |
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Issuance of common stock for exercise of warrants |
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Issuance of common stock for intangible assets |
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Issuance of common stock for note inducement |
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Issuance of common stock for salary payable - related party |
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Net loss |
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Balance, July 31, 2022 |
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Stock based compensation |
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Stock based compensation - related party |
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Issuance of common stock for lease |
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Issuance of common stock for cash |
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Issuance of common stock for note conversion |
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Issuance of common stock for note inducement |
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Forgiveness of related party loan |
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Net loss |
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| - |
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Balance, October 31, 2022 |
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| $ |
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| 5 |
| Table of Contents |
Three and Six Months Ended October 31, 2021
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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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| Founders Class A Common stock |
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| Common stock |
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| Additional Paid In |
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| Accumulated |
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| Total Stockholders' |
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| Shares |
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| Amount |
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| Capital |
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Balance, April 30, 2021 |
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| $ |
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Issuance of preferred stock for cash |
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| - |
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| - |
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| - |
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Stock based compensation |
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| - |
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| - |
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| - |
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| - |
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Stock based compensation - related party |
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| - |
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| - |
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| - |
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Issuance of common stock for lease |
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| - |
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| - |
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| - |
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| - |
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Warrants issued in conjunction with convertible note |
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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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Balance, July 31, 2021 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||||||||
Stock based compensation |
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| - |
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| - |
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|
| - |
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| - |
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| |||||||||
Stock based compensation - related party |
|
| - |
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|
| - |
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|
| - |
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| - |
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| |||||||||
Warrants issued in conjunction with convertible note |
|
| - |
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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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| ( | ) |
|
| ( | ) | ||||||
Balance, October 31, 2021 |
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| $ |
|
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| $ |
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| $ |
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| $ |
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| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
| Table of Contents |
GPO PLUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Six Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
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| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock based compensation |
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Stock based compensation - related parties |
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Lease expense settled by common stock |
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Depreciation of furniture and equipment |
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Amortization of intangible assets |
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Amortization of promissory note discount |
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Amortization of convertible note discount |
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| ||
Changes in operating assets and liabilities: |
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|
Accounts receivable |
|
| ( | ) |
|
| ( | ) |
Prepaid expenses |
|
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|
| ( | ) | |
Inventory |
|
| ( | ) |
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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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Stock payable for stock-based compensation - related parties |
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Stock payable for lease |
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| ||
Net cash used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
|
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Purchase of intangible assets |
|
| ( | ) |
|
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| |
Advances on loan receivable - related party |
|
|
|
|
| ( | ) | |
Net cash used in Investing Activities |
|
| ( | ) |
|
| ( | ) |
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|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
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|
Proceeds from issuance of preferred stock for cash |
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| ||
Proceeds from stock subscription |
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Proceeds from issuance of common stock |
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Proceeds from exercise of warrants |
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Proceeds from issuance of promissory notes |
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| ||
Proceeds from issuance of convertible notes |
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| ||
Net cash provided by Financing Activities |
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| ||
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|
Net change in cash for period |
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| ||
Cash at beginning of period |
|
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| ||
Cash at end of period |
| $ |
|
| $ |
| ||
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|
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|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Forgiveness of related party loan |
| $ |
|
| $ |
| ||
Warrants issued in conjunction with the issuance of convertible note |
| $ |
|
| $ |
| ||
Issuance of common stock for intangible assets |
| $ |
|
| $ |
| ||
Issuance of common stock for note inducement |
| $ |
|
| $ |
| ||
Issuance of common stock for salary payable - related party |
| $ |
|
| $ |
| ||
Issuance of common stock for note conversion |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 7 |
| Table of Contents |
GPO PLUS, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
SIX MONTHS ENDED OCTOBER 31, 2022 AND 2021
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 approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a
On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a
Effective May 5, 2020, Brett H. Pojunis acquired
On June 7, 2022, the Company entered into a Master Distribution Agreement with DEV Distribution LLC, which appoints GPOX as a master distributor for the best-efforts sale of Branded Products, Bulk Products and White Label Products within a specific Territory.
We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of October 31, 2022, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 8 |
| Table of Contents |
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 six months ended October 31, 2022, are not necessarily indicative of the results that may be expected for the year ending April 30, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2022, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 14, 2022.
Use of Estimates
Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of October 31, 2022 and April 30, 2022, the Company had cash and cash equivalents of $
Accounts Receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
As of October 31, 2022 and April 30, 2022, the Company had accounts receivable of $
Prepaid Expense.
Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of October 31, 2022 and April 30, 2022, prepaid expense was $
|
| October 31, |
|
| April 30, |
| ||
|
| 2022 |
|
| 2022 |
| ||
Security Deposit |
| $ |
|
| $ |
| ||
Prepayment for shares issued to consultants |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Inventory
Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.
| 9 |
| Table of Contents |
No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.
As of October 31, 2022 and April 30, 2022, the Company had inventory of $
Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property, Plant and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Furniture and Equipment |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the six months ended October 31, 2022 and 2021, no impairment losses have been identified.
| 10 |
| Table of Contents |
As of October 31, 2022 and April 30, 2022, Property, Plant and Equipment was $
Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.
Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.
Step 3: Determine the transaction price - The transaction price has been identified in the invoice.
Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.
Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.
The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services.
During the six months ended October 31, 2022 and 2021, the Company recognized $
HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company seeks to identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.
HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.
| 11 |
| Table of Contents |
Financial Instruments
The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments.
Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (Note 6)
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. During the three months ended July 31, 2021, the Company has chosen to early adopt of 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 six months ended October 31, 2022 and 2021, the Company recorded $
|
| Six months ended |
| |||||
|
| October 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Common stock award to consultants |
| $ |
|
| $ |
| ||
Common stock award to management and executives - related parties |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
| 12 |
| Table of Contents |
For the six months ended October 31, 2022 and 2021, 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.
|
| October 31, |
|
| October 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Series A Preferred Shares |
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| ||
Convertible Notes |
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| ||
Warrants |
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|
| ||
Common Stock Payable |
|
| - |
|
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| |
|
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|
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|
|
| ||
The Company had
During the year ended April 30, 2022, the Company issued convertible notes totaling $
During the year ended April 30, 2022, the Company issued
As of October 31, 2022 and October 31, 2021, the Company had stock payable of $
Net loss per share for each class of common stock is as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| October 31, |
|
| October 31, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Net loss per share, basic diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Net loss per common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Founders Class A Common stock |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Ordinary Common stock |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
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|
|
Weighted average shares outstanding: |
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|
|
|
Founders Class A Common stock |
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| ||||
Ordinary Common stock |
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| ||||
Total weighted average shares outstanding |
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| ||||
| 13 |
| Table of Contents |
New Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.
Management has considered all other recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
NOTE 4 – ASSETS PURCHASE
On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $
The inventory acquired are Nutriumph Products for resale purpose. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. As of October 31, 2022 and April 30, 2022, the Company had inventory of $
The intangible assets comprised of proprietary formula at $
|
| Amortization |
| |
Year Ended April 30, |
| Expense |
| |
2023 |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
| |
NOTE 5 - CAPITAL STOCK
Share Capital
On November 20, 2020,
| · | |
| · | |
| · | |
| · | |
| · |
| 14 |
| Table of Contents |
On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating
Ordinary Common Stock
Six months ended October 31, 2022
On May 25, 2022, the Company issued
On June 7, 2022, the Company issued
On June 30, 2022, the Company issued
On July 7, 2022, in pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On July 28, 2022, the Company issued
On September 28, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022, the Company issued
On October 17, 2022 and October 28, 2022, the Company issued
On October 28, 2022, the Company issued
On October 28, 2022, the Company issued
| 15 |
| Table of Contents |
Six months ended October 31, 2021
On May 21, 2021, the Company issued
On May 21, 2021, the Company issued
On May 21, 2021, the Company issued
On September 28, 2021, the Company issued
On October 6, 2021, the Company issued
On October 6, 2021, the Company issued
As of October 31, 2022 and April 30, 2022, the issued and outstanding ordinary common stock was 34,284,675 and 31,361,572, respectively.
Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock
During the year ended April 30, 2021, the Company issued common and preferred stock units comprising
The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $
As of October 31, 2022 and April 30, 2022, the Company had
Series A Convertible Preferred Stock
The Company has designated
On January 21, 2021, the Company issued
On January 21, 2021, the Company issued
As of October 31, 2022 and April 30, 2022, the Company had
| 16 |
| Table of Contents |
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 $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $
As of October 31, 2022 and April 30, 2022, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.
Warrants
On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued
On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued
The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended October 31, 2022, and year ended April 30, 2022:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of April 30, 2021 |
|
| - |
|
| $ |
| |
Granted |
|
|
|
|
|
| ||
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| - |
|
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of April 30, 2022 |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Redeemed |
|
| - |
|
|
|
| |
Exercised |
|
| ( | ) |
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
Balances as of October 31, 2022 |
|
|
|
| $ |
| ||
The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:
|
| Year Ended |
| |
|
| April 30, |
| |
|
| 2022 |
| |
Exercise price |
| $ |
| |
Expected term |
|
| ||
Expected average volatility |
|
| ||
Expected dividend yield |
|
| - |
|
Risk-free interest rate |
|
| ||
| 17 |
| Table of Contents |
The following table summarizes information relating to outstanding and exercisable warrants as of October 31, 2022:
Warrants Outstanding |
|
| Warrants Exercisable |
| ||||||||||||||
|
|
| Weighted Average |
|
|
|
|
|
|
| ||||||||
Number |
|
| Remaining Contractual |
|
| Weighted Average |
|
| Number |
|
| Weighted Average |
| |||||
of Shares |
|
| life (in years) |
|
| Exercise Price |
|
| of Shares |
|
| Exercise Price |
| |||||
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| |||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at October 31, 2022, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of October 31, 2022, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.5699 on October 31, 2022.
NOTE 6 - RELATED PARTY TRANSACTIONS
Related party compensation for the six months ended October 31, 2022 and October 31, 2021, and shareholding and salary payable as of October 31, 2022, and April 30, 2022, are summarized as below:
|
| Six months ended October 31, 2022 |
| |||||||||
Title |
| Wages Expense (Recovery) |
|
| Management/ Consulting Fees |
|
| Stock Compensation |
| |||
CEO - GPO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
President |
|
|
|
|
|
|
|
|
| |||
COO |
|
|
|
|
|
|
|
|
| |||
CFO |
|
|
|
|
|
|
|
|
| |||
VP Sales |
|
|
|
|
|
|
|
|
| |||
President - Distro Plus |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six months ended October 31, 2021 | ||||||||||
Title |
| Wages Expense |
|
| Management/ Consulting Fees |
|
| Stock Compensation |
| |||
CEO |
| $ |
|
| $ |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
| |||
President |
|
|
|
|
|
|
|
|
| |||
COO |
|
|
|
|
|
|
|
|
| |||
CFO |
|
|
|
|
|
|
|
|
| |||
VP Sales |
|
|
|
|
|
|
|
|
| |||
|
| $ |
|
| $ |
|
| $ |
| |||
| 18 |
| Table of Contents |
|
| As of October 31, 2022 |
| |||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/Consulting Fees |
| ||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Payable |
| ||||
CEO |
|
|
|
|
|
|
|
| - |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
President |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
COO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
CFO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP Sales |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
President - Distro Plus |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||
|
| As of April 30, 2022 |
| |||||||||||||
|
| Common Stock |
|
| Convertible Series A Preferred |
|
| Series A non-voting redeemable preferred |
|
| Salary/Consulting Fees |
| ||||
Title |
| (Shares) |
|
| (Shares) |
|
| (Shares) |
|
| Payable |
| ||||
CEO |
|
|
|
|
|
|
|
| - |
|
| $ |
| |||
Advisor - Affiliate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
President |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
COO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
CFO |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
VP Sales |
|
|
|
|
| - |
|
|
| - |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
| ||||
CEO
During the six months ended October 31, 2022, the Company issued
During the six months ended October 31, 2022 and 2021, the Company incurred management fees of $
During the six months ended October 31, 2022 and 2021, the Company incurred management salary expense of $
Advisor - Affiliate
During the six months ended October 31, 2021, the Company issued
| 19 |
| Table of Contents |
During the six months ended October 31, 2021, the Company issued
During the six months ended October 31, 2021, the Company has received $
During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $
President
On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company has entered into a share recapture agreement for the future recapture of
During the six months ended October 31, 2022, the Company issued
During the six months ended October 31, 2021, the Company issued
During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $
COO
On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the future recapture
During the six months ended October 31, 2022, the Company issued
During the six months ended October 31, 2021, the Company issued
During the six months ended October 31, 2021, the Company awarded
During the six months ended October 31, 2021, the Company recorded stock payable for quarterly vested
During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $
| 20 |
| Table of Contents |
CFO
On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO.
During the six months ended October 31, 2022, the Company issued
During the six months ended October 31, 2022 and October 31, 2021, the Company incurred management salary of $
During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $
VP Sales and Marketing
During the six months ended October 31, 2022, the Company issued
During the six months ended October 31, 2021, the Company issued
During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $
President – Distro Plus
On August 29, 2022, the Company entered into an employment agreement for the hiring of President of DISTRO Plus, a division of the Company.
During the six months ended October 31, 2022 and 2021, the Company incurred management salary of $
During the six months ended October 31, 2022 and 2021, the Company incurred consulting fees of $
As of October 31, 2022 and April 30, 2022, the amount due to the related parties was $
NOTE 7 - COVERTIBLE NOTE PAYABLE
Convertible note payable at October 31, 2022 and April 30, 2022, consists of the following:
|
| October 31, 2022 |
|
| April 30, 2022 |
| ||
Dated June 16, 2021 |
| $ |
|
| $ |
| ||
Dated September 8, 2021 |
|
|
|
|
|
| ||
Total convertible notes payable, gross |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
|
|
|
| ( | ) | |
Total convertible notes |
| $ |
|
| $ |
| ||
| 21 |
| Table of Contents |
On June 16, 2021, the Company issued a $
On September 8, 2021, the Company issued a $
During the six months ended October 31, 2022 and 2021, the Company recorded interest expense of $
As of October 31, 2022 and April 30, 2022, the convertible note payable was $
NOTE 8 - PROMISSORY NOTE PAYABLE
Promissory note payable at October 31, 2022 and April 30, 2022, consists of the following:
|
| October 31, 2022 |
|
| April 30, 2022 |
| ||
June 2022 |
| $ |
|
| $ |
| ||
August 2022 |
|
|
|
|
|
| ||
September 2022 |
|
|
|
|
|
| ||
October 2022 |
|
|
|
|
|
| ||
Total promissory notes payable, gross |
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
| ( | ) |
|
|
| |
Total promissory notes |
| $ |
|
| $ |
| ||
On June 7, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
| 22 |
| Table of Contents |
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $
On September 09, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
| 23 |
| Table of Contents |
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
During the six months ended October 31, 2022 and 2021, the Company recorded interest expense of $
As of October 31, 2022 and April 30, 2022, the promissory note payable was $
NOTE 9 - COMMITTMENTS AND CONTINGENCIES
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.
On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of
The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.
NOTE 10 - RISKS AND UNCERTAINTIES
In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at October 31, 2022. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained.
NOTE 11 - SUBSEQUENT EVENTS
Subsequent to October 31, 2022, and through the date that these financials were issued, the Company had the following subsequent events:
In November 2022, the Company issued
On November 3, 2022, the COO of the Company returned 1,369,333 shares of common stock to the Company in pursuant to share recapture agreement entered on October 18, 2022. The treasury stock was valued based on cost method at $1.50 per share and recorded under additional paid in capital.
On November 4, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $
On November 08, 2022, the Company entered into a Settlement Agreement regarding the MNP litigation in which the parties have agreed to resolve their differences and terminate the Litigation. There is no monetary impact or settlement amounts.
| 24 |
| 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 identifies underserved markets, segments, and industries where there is little to no competition and develops specific group-purchase organizations (GPOs) around them. In addition, unlike major GPOs, GPO Plus has low MOQ’s (minimum order quantities) which enable small and mid-sized companies to participate with larger corporations. We communicate with our members to determine their needs to ensure GPO Plus provides relevant products and services, sustainable low prices and cost structures, increased efficiencies, and attentive customer service.
| 25 |
| Table of Contents |
GPO Plus develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $8,512 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $30,077. As of October 31, 2022, the promissory note was $24,923.
On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 17,2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $12,768 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $45,115. As of October 31, 2022, the promissory note was $37,385.
On September 9, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 09,2023 and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $6,008 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $32,581. As of October 31, 2022, the promissory note was $22,419.
On September 27, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on August 27,2023 and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $3,928 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $34,661. As of October 31, 2022, the promissory note was $20,339.
On September 28, 2022, the Company issued 300,000 shares of common stock to a consulting firm at $0.53 per share for prepaid expense of $159,000 for services with a six-month term.
| 26 |
| Table of Contents |
On October 10, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 10 ,2023 and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $3,618 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $54,266. As of October 31, 2022, the promissory note was $28,234.
On October 14, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 14, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $2,935 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $45,115. As of October 31, 2022, the promissory note was $37,385.
On October 17, 2022, the Company issued 247,500 shares of common stock to employees and executives at $1.86 per share totalling $460,350 for services.
On October 17, 2022, the Company issued 215,000 shares of common stock to consultants at $1.86 per share totalling $399,900 for services.
On October 17, 2022, the Company issued 5,000 shares of common stock to a consultant at $1.86 per share for prepaid expenses of $9,300 for services.
On October 17, 2022, the Company issued 7,500 shares of common stock at $1.86 per share of $13,950 to the Company’s landlord for partial payment of rent.
On October 17, 2022, the Company issued 10,000 shares of common stock to a consultant $1.50 per share for cash proceeds of $15,000.
On October 17, 2022 and October 28, 2022, the Company issued 750,000 and 250,000 shares of common stock respectively with a total value of $305,152 to noteholders as inducement for promissory notes of $550,000 issued during the six months ended October 31, 2022.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,293 comprising original issue discount of $5,000 and discount from note inducement of $21,293. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $1,020 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $25,273. As of October 31, 2022, the promissory note was $29,727.
On October 18, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on September 18, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $39,440 comprising original issue discount of $7,500 and discount from note inducement of $31,940. During the six months ended October 31, 2022, the Company recorded amortization of debt discount of $1,530 reporting under interest expense in the statements of operations. As of October 31, 2022, the debt discount was $37,909. As of October 31, 2022, the promissory note was $44,591.
| 27 |
| Table of Contents |
On October 28, 2022, the Company issued 60,960 shares of common stock to the CFO at $0.852 per share of $51,938 for services.
On October 28, 2022, the Company issued 133,333 shares of common stock for the conversion of convertible note principal of $20,000 at a fixed conversion rate of $0.15 per share.
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 October 31, 2022, and 2021 and the six months ended October 31, 2022, and 2021 which are included herein.
Three Months Ended October 31, 2022, Compared to the Three Months October 31, 2021
|
| Three Months Ended |
|
|
|
| |||||||||
|
| October 31, |
|
|
|
| |||||||||
|
| 2022 |
|
| 2021 |
|
| Changes |
|
| % | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ | 64,658 |
|
| $ | 229,161 |
|
| $ | (164,503 | ) |
| (72 | %) |
Cost of revenue |
|
| (44,528 | ) |
|
| (237,489 | ) |
|
| (192,961 | ) |
| (81 | %) |
Gross Profit |
|
| 20,130 |
|
|
| (8,328 | ) |
|
| 28,458 |
|
| (342 | %) |
Operating Expenses |
|
| (1,363,741 | ) |
|
| (2,991,384 | ) |
|
| 1,627,643 |
|
| (54 | %) |
Loss from Operations |
|
| (1,343,611 | ) |
|
| (2,999,712 | ) |
|
| 1,656,101 |
|
| (55 | %) |
Other Expenses |
|
| (62,651 | ) |
|
| (108,593 | ) |
|
| 45,942 |
|
| (42 | %) |
Net Loss |
| $ | (1,406,262 | ) |
| $ | (3,108,305 | ) |
| $ | 1,702,043 |
|
| (55 | %) |
Revenues
We had revenues of $64,658 from operations during the three months October 31, 2022, as compared to $229,161 of revenues during the three months ended October 31, 2021. The decrease in revenue is attributed to decreased business activities during the three months ended October 31, 2022.
Net Loss
Our unaudited financial statements report a net loss of $1,406,262 for the three months ended October 31, 2022, compared to a net loss of $3,108,305 for the three months ended October 31, 2021. The decrease in net loss was due to a decrease in operating expenses and other expenses.
Expenses
Our operating expenses for the three months ended October 31, 2022, were $1,363,741 compared to $2,991,384 for the three months ended October 31, 2021. Operating expenses for the three months ended October 31, 2022, consisted of $74,848 in general and administrative, $633,140 in professional fees, $512,288 in professional fees – related parties and $143,465 in management fees and salaries – related parties. Operating expenses for the three months ended October 31, 2021, consisted of $201,640 in general and administrative and $216,294 in professional fees, $2,486,040 in professional fees – related parties and $87,410 in management fees and salaries – relates parties. The decrease in operating expenses during the three months ended October 31, 2022, was mainly due to the decrease in professional Fees- related parties for $512,288 incurred during the three months ended October 31, 2022, as compared to $2,486,040 incurred during the three months ended October 31, 2021. During the three months ended October 31, 2022, the Company incurred stock based compensation of $538,300 for common stock award to consultants and $512,288 for common stock award to related parties as compared to stock based compensation of $82,500 for common stock award to consultants and $2,546,040 for common stock award to related parties during the three months ended October 31, 2021. Compensation was recorded under professional fees in the statements of operations.
Our other expenses for the three months ended October 31, 2022, were $62,651 compared to $108,593 for the three months ended October 31, 2021. The decrease in other expense is attributed to a decrease in amortization of convertible note discount during the three months ended October 31, 2022.
| 28 |
| Table of Contents |
Six Months Ended October 31, 2022, Compared to the Six Months October 31, 2021
|
| Six Months Ended |
|
|
|
| |||||||||
|
| October 31, |
|
|
|
| |||||||||
|
| 2022 |
|
| 2021 |
|
| Changes |
|
| % | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ | 82,321 |
|
| $ | 598,719 |
|
| $ | (516,398 | ) |
| (86 | %) |
Cost of revenue |
|
| (57,621 | ) |
|
| (519,595 | ) |
|
| 461,974 |
|
| (89 | %) |
Gross Profit |
|
| 24,700 |
|
|
| 79,124 |
|
|
| (54,424 | ) |
| (69 | %) |
Operating Expenses |
|
| (1,715,715 | ) |
|
| (22,148,461 | ) |
|
| 20,432,746 |
|
| (92 | %) |
Loss from Operations |
|
| (1,691,015 | ) |
|
| (22,069,337 | ) |
|
| 20,378,322 |
|
| (92 | %) |
Other Expenses |
|
| (92,093 | ) |
|
| (148,625 | ) |
|
| 56,532 |
|
| (38 | %) |
Net Loss |
| $ | (1,783,108 | ) |
| $ | (22,217,962 | ) |
| $ | 20,434,854 |
|
| (92 | %) |
Revenues
We had revenues of $82,321 from operations during the six months October 31, 2022, as compared to $598,719 of revenues during the six months ended October 31, 2021. The decrease in revenue is attributed to decreased business activities during the six months ended October 31, 2022.
Net Loss
Our unaudited financial statements report a net loss of $1,783,108 for the six months ended October 31, 2022, compared to a net loss of $22,217,962 for the six months ended October 31, 2021. The decrease in net loss was due to a decrease in operating expenses and other expenses.
Expenses
Our operating expenses for the six months ended October 31, 2022, were $1,715,715 compared to $22,148,461 for the six months ended October 31, 2021. Operating expenses for the six months ended October 31, 2022, consisted of $115,619 in general and administrative, $809,961 in professional fees, $557,963 in professional fees – related parties and $232,172 in management fees and salaries – related parties. Operating expenses for the six months ended October 31, 2021, consisted of $300,652 in general and administrative and $6,291,367 in professional fees, $15,460,312 in professional fees – related parties and $96,130 in management fees and salaries – relates parties. The decrease in operating expenses during the six months ended October 31, 2022, was mainly due to the decrease in professional fees for $809,961 and professional fees- related parties for $557,963 incurred during the six months ended October 31, 2022, as compared to $6,291,367 and $15,460,312 incurred during the six months ended October 31, 2021. During the six months ended October 31, 2022, the Company incurred stock based compensation of $663,010 for common stock award to consultants and $557,963 for common stock award to related parties as compared to stock based compensation of $6,122,463 for common stock award to consultants and $15,520,312 for common stock award to related parties during the six months ended October 31, 2021. Compensation was recorded under professional fees in the statements of operations.
Our other expenses for the six months ended October 31, 2022, were $92,093 compared to $148.625 for the six months ended October 31, 2021. During the six months ended October 31, 2022, and 2021. The decrease in other expense is attributed to a decrease in amortization of convertible note discount during the six months ended October 31, 2022.
| 29 |
| Table of Contents |
Liquidity and Financial Condition
Working Capital
|
| October 31, |
|
| April 30, |
| ||
|
| 2022 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Current Assets |
| $ | 595,253 |
|
| $ | 449,614 |
|
Current Liabilities |
| $ | 1,345,573 |
|
| $ | 1,146,362 |
|
Working Capital (Deficiency) |
| $ | (750,320 | ) |
| $ | (696,748 | ) |
Our total current assets as of October 31, 2022, were $593,253 as compared to total current assets of $449,614 as of April 30, 2022, due primarily to an increase in cash from convertible note proceeds and increase in inventory, offset by a decrease in prepaid expenses.
Our total current liabilities as of October 31, 2022, were $1,345,573 as compared to total current liabilities of $1,146,362 as of April 30, 2022, due primarily to an increase in promissory notes and accrued interest.
Our working capital deficit on October 31, 2022, was $750,320 as compared to working capital deficit of $696,748 as of April 30, 2022. The increase in working capital deficit was mainly attributed to the factors noted above.
Cash Flows
|
| Six Months Ended |
| |||||
|
| October 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Cash Flows used in Operating Activities |
| $ | (433,526 | ) |
| $ | (381,086 | ) |
Cash Flows used in Investing Activities |
|
| (26,553 | ) |
|
| (12,500 | ) |
Cash Flows provided by Financing Activities |
|
| 641,750 |
|
|
| 397,438 |
|
Net increase in cash during period |
| $ | 181,671 |
|
| $ | 3,852 |
|
Operating Activities
Net cash used in operating activities was $433,526 for the six months ended October 31, 2022, compared with $381,086 net cash used in operating activities during the same period in 2021.
During the six months ended October 31, 2022, net cash used in operating activities was attributed to net loss of $1,783,108, decreased by stock-based compensation of $1,220,973, depreciation of furniture and equipment of $572, amortization of promissory and convertible note discount of $63,847, amortization of intangible assets of $9,005 and lease expense settle by common stock of $18,950 and a net change in operating assets and liabilities of $36,235.
During the six months ended October 31, 2021, the net cash used in operating activities was attributed to net loss of $22,217,962 from operations, decreased by stock-based compensation of $15,946,945, depreciation of furniture and equipment of $572, amortization of convertible note discount of $136,971 and lease expense settle by common stock of $30,000 and a net change in operating assets and liabilities of $5,722,388.
Investing Activities
During the six months ended October 31, 2022, and 2021, we used $26,553 and $12,500, respectively, in investing activities. During the six months ended October 31, 2022, the Company acquired intangible assets by cash of $26,553. During the six months ended October 31, 2021, the Company advanced to a related party of $12,500.
Financing Activities
During the six months ended October 31, 2022, net cash from financing activities was $641,750 compared to $397,438 during the same period in 2021. Proceeds from financing activities during the six months ended October 31, 2022, were derived from proceeds from issuance of promissory notes totalling of $575,000, proceeds from issuance of common stock of $24,750 and proceeds from warrants exercised of $42,000. Proceeds from financing activities during the six months ended October 31, 2021, were derived from issuance of convertible notes totalling of $397,000, proceeds from issuance of proceeds from issuance of stock subscription $420 and proceeds from issuance of preferred stock for cash $18.
| 30 |
| Table of Contents |
Going Concern
As of October 31, 2022, we had cash on hand of $184,548. We generated revenues of $82,321 and gross profit of $24,700 during the six months ended October 31, 2022, incurred net loss of $1,783,108 during the period and a cumulative net loss of $32,249,708 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.
We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.
Contractual Obligations
Not required for smaller reporting companies
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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.
| 31 |
| Table of Contents |
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 October 31, 2022. 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 October 31, 2022.
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.
| 32 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On August 14, 2020, the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Fifth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC (“Plaintiff”) vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the plaintiff. The Plaintiff amended its complaint to allege breach of NDA and Trade Secret violations which the company believes to be groundless. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. On December 17, 2020, the court issued an order, denying the Plaintiff’s request, and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list, and can even solicit customers and or the customer list. This was a huge victory for GPOX. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. The latest update on this litigation is the case was referred to non-binding arbitration, the Company’s legal counsel feels the outcome will be favourable for Company and intends in the interim to file Motions for Summary Judgement and has advised the Company there is a reasonable likelihood the Company will prevail. Judgement was entered in favour of GPOX on all counts of MNP’s amended complaint against GPOX, but MNP filed a notice to appeal. This matter was settled on November 08, 2022, in which the parties have agreed to resolve their differences and terminate the litigation. There is no financial impact as the result of this resolution and termination of the ligation.
With the exception of the above-described complaint, which we believe to be non-material, we are not involved in any pending legal proceeding or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None
| 33 |
| Table of Contents |
Item 6. Exhibits
Exhibit Number |
| Exhibit |
| ||
|
|
|
| ||
|
|
|
101.INS |
| XBRL INSTANCE DOCUMENT |
|
|
|
101.SCH |
| XBRL TAXONOMY EXTENSION SCHEMA |
|
|
|
101.CAL |
| XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
|
|
|
101.DEF |
| XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
|
|
|
101.LAB |
| XBRL TAXONOMY EXTENSION LABEL LINKBASE |
|
|
|
101.PRE |
| XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| 34 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| GPO PLUS, INC. |
|
|
| (Registrant) |
|
|
|
|
|
Dated: December 9, 2022 |
| /s/ Brett H. Pojunis |
|
|
| Brett H. Pojunis |
|
|
| President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director |
|
|
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
| 35 |