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  4. [10-Q] GPO Plus, Inc. Quarterly Earnings Report

GPO Plus quarterly net loss widens 13% to $785K

At quarter-end, cash was $56,210 and the working capital deficit was $7,154,216; management cited substantial doubt about continuing as a going concern.

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Filing Sentiment

Sentiment and the balance of points

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Form Type
10-Q

Rhea-AI Filing Summary

GPO Plus, Inc. (GPOX) reported revenue of $1,295,507 and a net loss of $784,715 for the three months ended July 31, 2026. Revenue was $1,302,172 a year earlier; gross profit was $298,163 versus $376,298, and net loss was $694,843.

Cash was $56,210 and the working capital deficit was $7,154,216 as of July 31, 2026. Management said losses and funding needs raise substantial doubt about the company’s ability to continue as a going concern. Disclosure controls were ineffective because the sole officer and director reviews, approves and records transactions without independent review.

After quarter-end, GPO Plus completed its September 10, 2026 acquisition of ClearLine and GPOX Wireless assets from SurgePays for $27,500,000, payable solely in 25,000,000 Series D Preferred shares. SurgePays has a put right to sell those shares or conversion shares to Emerald Shoals for $27,500,000; GPO Plus must issue Emerald five-year warrants for 15,000,000 common shares at $0.05, $0.15 and $0.25. On September 1, 2026, it issued 4,000,000 Series A-1 preferred shares to Brett H. Pojunis, its Chief Executive Officer and sole director; each carries 100 votes and converts into one common share.

1 point · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 5 points

How the balance works

Positive

  • Moderate pointOperating cash used fell to $358,803 from $434,234 in the prior-year quarter.

Negative

  • Major pointNet loss increased 13% to $784,715 from $694,843.
  • Major pointSubstantial doubt was raised about the company’s ability to continue as a going concern.
  • Moderate pointDisclosure controls were not effective as of July 31, 2026, with no independent review of the sole officer and director’s financial duties.
  • Minor pointGross profit fell 21% to $298,163 from $376,298 in the prior-year quarter.
  • Minor pointLoss from operations increased 10% to $468,285 from $423,850.

Filing Explained

After quarter-end, GPO Plus issued 20,801,818 common shares for note repayments, 8,452,357 for services, 500,000 as a note inducement and 279,850 for office lease, from August 1, 2026 through October 27, 2026. Common shares outstanding were 126,807,790 as of October 27, 2026; issuing additional shares increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.

Revenue $1,295,507 Three months ended July 31, 2026
Gross profit $298,163 Three months ended July 31, 2026
Net loss $784,715 Three months ended July 31, 2026
Cash $56,210 As of July 31, 2026
Working capital deficit $7,154,216 As of July 31, 2026
Acquisition purchase price $27,500,000 Payable solely through issuance of Series D Preferred shares
Series D Preferred shares issued as acquisition consideration 25,000,000 shares Acquisition of ClearLine and GPOX Wireless assets
Warrants required for Emerald Shoals 15,000,000 common shares Five-year warrants in three tranches
going concern financial
"ability of the Company to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
working capital deficit financial
"Working Capital (Deficiency)"
A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.
Put Option Agreement financial
"SurgePays entered into a Put Option Agreement"
A put option agreement is a contract that gives its holder the right to sell a specified number of shares at an agreed price within a set period. Think of it like an insurance policy that guarantees you can offload stock at a known price if the market falls; for investors it provides downside protection but can also create obligations for the counterparty (often the company) to buy back shares, which can affect cash flows and ownership stakes.
stock payable financial
"The stock payable was recorded under current liabilities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were GPOX’s results for the quarter ended July 31, 2026?
GPO Plus reported revenue of $1,295,507 and a net loss of $784,715 for the three months ended July 31, 2026. Gross profit was $298,163, compared with $376,298 in the prior-year quarter; net loss was $694,843 in that quarter.

How did GPOX pay for the ClearLine and GPOX Wireless acquisition?
The $27,500,000 purchase price was payable solely through issuance of 25,000,000 Series D Preferred shares to SurgePays. Each share is convertible at the holder’s election into one common share and carries no voting rights or preferential dividend, liquidation or other rights.

What are the put option and warrant terms for GPOX’s acquisition?
SurgePays may sell the Series D Preferred shares, or common stock issuable on conversion, to Emerald Shoals for $27,500,000 at any time from closing through three years and 90 days after closing. GPO Plus must issue Emerald Shoals five-year warrants for 15,000,000 shares in three 5,000,000-share tranches, exercisable at $0.05, $0.15 and $0.25.

How much of GPOX’s sales came from one customer?
One customer contributed 99% of total sales during the three months ended July 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: July 31, 2026 

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: 333-213744

 

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

37-1817132

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification No.)

 

3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120

(Address of principal executive offices)

 

(855)935-9111

(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

 

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: Yes ☒     No ☐

 

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). Yes ☒     No ☐

 

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

☐

Non-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). ☐ Yes     ☒ No

 

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. 

 

126,807,790 common shares issued and outstanding as of October 27, 2026.

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page No.

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Unaudited Condensed Financial Statements

 

4

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

26

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

30

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

30

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

31

 

 

 

 

 

 

Item 1A.

Risk Factors

 

31

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

31

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

31

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

31

 

 

 

 

 

 

Item 5.

Other Information

 

31

 

 

 

 

 

 

Item 6.

Exhibits

 

32

 

 

 

 

 

 

SIGNATURES

 

33

 

 

 
2

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.

 

 
3

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)

 

 

 

July 31,

 

 

April 30,

 

 

 

2026

 

 

2026

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$56,210

 

 

$7,506

 

Prepaid expenses

 

 

26,094

 

 

 

33,899

 

Inventory, net

 

 

46,751

 

 

 

32,801

 

Total Current Assets

 

 

129,055

 

 

 

74,206

 

 

 

 

 

 

 

 

 

 

Finance lease right-of-use assets, net

 

 

326,374

 

 

 

367,425

 

Property and equipment, net

 

 

54,255

 

 

 

55,229

 

TOTAL ASSETS

 

$509,684

 

 

$496,860

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

1,015,542

 

 

 

1,034,205

 

Accrued interest

 

 

739,968

 

 

 

551,996

 

Accrued liabilities - related parties

 

 

382,750

 

 

 

404,389

 

Promissory note payable, net of debt discount of $95,258 and $50,279, respectively

 

 

4,011,616

 

 

 

3,747,081

 

Finance lease liabilities

 

 

221,902

 

 

 

207,147

 

Stock payable - related parties

 

 

49,839

 

 

 

36,558

 

Stock payable

 

 

861,654

 

 

 

718,171

 

Total Current Liabilities

 

 

7,283,271

 

 

 

6,699,547

 

 

 

 

 

 

 

 

 

 

Finance lease liabilities - non-current

 

 

164,385

 

 

 

196,552

 

Total Liabilities

 

 

7,447,656

 

 

 

6,896,099

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 shares issued and outstanding

 

 

167,154

 

 

 

167,154

 

Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding

 

 

1,750,000

 

 

 

1,750,000

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit:

 

 

 

 

 

 

 

 

Series A Preferred Shares, $0.0001 par value, 50,000,000 shares designated; 1,000,000 shares issued and outstanding

 

 

100

 

 

 

100

 

Series C Preferred Shares, $0.0001 par value, 175 shares designated; 146.5 shares issued and outstanding

 

 

-

 

 

 

-

 

Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding

 

 

12

 

 

 

12

 

Common stock, $0.0001 par value, 250,000,000 shares authorized; 96,658,765 shares and 91,190,126 shares issued and outstanding issued and outstanding, respectively

 

 

9,667

 

 

 

9,120

 

Additional paid in capital

 

 

38,116,066

 

 

 

37,870,631

 

Accumulated deficit

 

 

(46,980,971)

 

 

(46,196,256)

Total Stockholders' Deficit

 

 

(8,855,126)

 

 

(8,316,393)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$509,684

 

 

$496,860

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
4

Table of Contents

 

GPO PLUS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

 

 

 July 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Revenue

 

$1,295,507

 

 

$1,302,172

 

Cost of revenue

 

 

997,344

 

 

 

925,874

 

Gross Profit

 

 

298,163

 

 

 

376,298

 

 

 

 

 

 

 

 

 

 

Operating Expense

 

 

 

 

 

 

 

 

General and administrative

 

 

518,697

 

 

 

541,289

 

Professional fees (including stock-based compensation of $121,099 and $85,225, respectively)

 

 

199,103

 

 

 

190,789

 

Professional fees - related parties (including stock-based compensation of $13,281 and $8,788, respectively)

 

 

13,281

 

 

 

8,788

 

Management fees and salaries - related parties

 

 

35,367

 

 

 

59,282

 

Total Operating Expense

 

 

766,448

 

 

 

800,148

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(468,285)

 

 

(423,850)

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Other income

 

 

270

 

 

 

-

 

Other expense

 

 

-

 

 

 

(1,499)

Interest expense

 

 

(316,700)

 

 

(269,494)

Total Other Expense

 

 

(316,430)

 

 

(270,993)

 

 

 

 

 

 

 

 

 

Net Loss

 

$(784,715)

 

$(694,843)

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share: Basic and Diluted

 

$(0.01)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

 

 

93,507,952

 

 

 

81,776,257

 

 

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 THREE MONTHS ENDED JULY 31, 2026, AND 2025

(Unaudited)

 

Three Months Ended July 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2026

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

147

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

91,190,126

 

 

$9,120

 

 

$-

 

 

$37,870,631

 

 

$(46,196,256)

 

$(8,316,393)

Issuance of common stock for loan inducement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500,000

 

 

 

50

 

 

 

-

 

 

 

30,010

 

 

 

-

 

 

 

30,060

 

Issuance of common stock for promissory note repayment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,968,639

 

 

 

497

 

 

 

-

 

 

 

215,425

 

 

 

-

 

 

 

215,922

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(784,715)

 

 

(784,715)

Balance, July 31, 2026

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

147

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

96,658,765

 

 

$9,667

 

 

$-

 

 

$38,116,066

 

 

$(46,980,971)

 

$(8,855,126)

 

Three Months Ended July 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2025

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

147

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

76,657,368

 

 

$7,665

 

 

$-

 

 

$36,475,275

 

 

$(43,775,366)

 

$(7,292,313)

Issuance of common stock for loan inducement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

538,500

 

 

 

54

 

 

 

-

 

 

 

31,008

 

 

 

-

 

 

 

31,062

 

Issuance of common stock for loan extension

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,859,429

 

 

 

186

 

 

 

-

 

 

 

248,977

 

 

 

-

 

 

 

249,163

 

Issuance of common stock for promissory note repayment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

600,000

 

 

 

60

 

 

 

-

 

 

 

59,940

 

 

 

-

 

 

 

60,000

 

Issuance of common stock for note conversion

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,827,959

 

 

 

283

 

 

 

-

 

 

 

282,516

 

 

 

-

 

 

 

282,799

 

Issuance of common stock for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,200,000

 

 

 

220

 

 

 

-

 

 

 

295,530

 

 

 

-

 

 

 

295,750

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(694,843)

 

 

(694,843)

Balance, July 31, 2025

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

147

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

84,683,256

 

 

$8,468

 

 

$-

 

 

$37,393,246

 

 

$(44,470,209)

 

$(7,068,383)

 

 The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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GPO PLUS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 Three Months Ended

 

 

 

 July 31,

 

 

 

2026

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(784,715)

 

$(694,843)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation for services

 

 

121,099

 

 

 

85,225

 

Stock-based compensation for services - related parties

 

 

13,281

 

 

 

8,788

 

Loss from trade in of automobile

 

 

-

 

 

 

1,499

 

Non-cash interest expense for convertible note conversion

 

 

-

 

 

 

171,355

 

Non-cash interest expense for promissory note inducement

 

 

-

 

 

 

23,150

 

Stock payable for lease expense

 

 

8,955

 

 

 

7,500

 

Stock payable for promissory note extension

 

 

4,957

 

 

 

-

 

Depreciation of furniture and equipment

 

 

974

 

 

 

9,152

 

Depreciation of right-of-use-assets

 

 

41,050

 

 

 

35,279

 

Amortization of intangible assets

 

 

-

 

 

 

5,254

 

Amortization of promissory note discount

 

 

44,950

 

 

 

34,772

 

Interest expense on finance lease

 

 

5,181

 

 

 

5,812

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

-

 

 

 

1,030

 

Prepaid expenses

 

 

7,805

 

 

 

(54,427)

Inventory

 

 

(13,950)

 

 

271

 

Accounts payable and accrued liabilities

 

 

(18,660)

 

 

(100,701)

Accrued interest

 

 

231,909

 

 

 

32,478

 

Accrued liabilities - related parties

 

 

(21,639)

 

 

(9,200)

Deposit

 

 

-

 

 

 

3,372

 

Net cash used in Operating Activities

 

 

(358,803)

 

 

(434,234)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net cash used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayment for finance leases

 

 

(22,593)

 

 

(25,380)

Proceeds from issuance of promissory notes

 

 

430,100

 

 

 

261,500

 

Net cash provided by Financing Activities

 

 

407,507

 

 

 

236,120

 

 

 

 

 

 

 

 

 

 

Net change in cash for period

 

 

48,704

 

 

 

(198,114)

Cash at beginning of period

 

 

7,506

 

 

 

336,249

 

Cash at end of period

 

$56,210

 

 

$138,135

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$3,350

 

 

$1,350

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Recognition of finance lease right-of-use assets

 

$-

 

 

$316,094

 

Stock payable for promissory note inducement

 

$8,471

 

 

$-

 

Issuance of common stock for note inducement

 

$30,060

 

 

$-

 

Issuance of common stock for note extension

 

$-

 

 

$249,163

 

Issuance of common stock for repayment of promissory notes

 

$215,922

 

 

$60,000

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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GPO PLUS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED JULY 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 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 8.23%, and Mr. Chen no longer holds any equity interest in the Company.

 

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 July 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 $46,980,971. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

 

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 three months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the year ending April 30, 2027. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2026 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, 2026, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 11, 2026.

 

 
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Use of Estimates

 

Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Cash and Cash Equivalents

 

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 

As of July 31, 2026 and April 30, 2026, the Company had cash of $56,210 and $7,506 respectively.

 

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.

 

 Prepaid Expense

 

Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.

 

 

 

July 31,

 

 

April 30,

 

 

 

2026

 

 

2026

 

Security Deposit for office and warehouse

 

$20,250

 

 

$20,250

 

Prepayment for interest on promissory notes

 

 

5,844

 

 

 

13,649

 

Total

 

$26,094

 

 

$33,899

 

 

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 July 31, 2026 and April 30, 2026, the Company recorded inventory reserve of $3,519 and $2,469 for slow moving or obsolete inventory.

 

As of July 31, 2026 and April 30, 2026, the Company had finished goods inventory, net of inventory reserve of $46,751 and $32,801, respectively.

 

 

 

July 31, 2026

 

 

April 30, 2026

 

Nutriumph®

 

$9,299

 

 

$8,648

 

Distro

 

 

37,452

 

 

 

24,153

 

 

 

$46,751

 

 

$32,801

 

 

 
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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

3-5 years

Computer Equipment

2 years

Automobile

5 years

 

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in 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 year ended April 30, 2026, and 2025, no impairment losses have been identified.

 

 
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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 three months ended July 31, 2026 and 2025, the Company recognized $1,295,507 and $1,302,172 of revenues and incurred cost of revenue of $997,344 and $925,874 and generated gross profit of $298,163 and $376,298 during the three months ended July 31, 2026, and 2025, respectively. In regard to the sales that occurred during the three months ended July 31, 2026 and 2025, there are no unfulfilled obligations related to the merchandise and product sales.

 

During the three months ended July 31, 2026, the Company has one customer who contributed over 10% of total sales at 99%.

 

During the three months ended July 31, 2025, the Company has two customers who contributed over 10% of total sales at 88% and 11%.

 

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 July 31, 2026 and April 30, 2026, accounts payable and accrued liabilities were $1,015,541 and $1,034,205, comprised of trade payable of $963,556 and $982,121 and payroll liabilities of $57,766 and $52,084, respectively.

 

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

 

•

The lease term is a major part of the economic life (75%) of the underlying asset

 

•

The present value of lease payments is substantially all of the fair value of the leased asset (90%)

 

 
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Table of Contents

 

 

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:

 

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.

 

 
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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 three months ended July 31, 2026, and 2025, the Company recorded $134,380 stock-based compensation expense and $94,013 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation.

 

 

 

Three Months Ended

 

 

 

July 31,

 

 

 

2026

 

 

2025

 

Common stock award to consultants

 

$121,099

 

 

$85,225

 

Common stock award to management and executives - related parties

 

 

13,281

 

 

 

8,788

 

 

 

$134,380

 

 

$94,013

 

 

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.

 

 
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Table of Contents

 

 

For the three months ended July 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. 

 

 

 

July 31,

 

 

July 31,

 

 

 

2026

 

 

2025

 

 

 

(Shares)

 

 

(Shares)

 

Series A Preferred Shares

 

 

1,000,000

 

 

 

1,000,000

 

Warrants

 

 

-

 

 

 

168,000

 

Common Stock Payable

 

 

8,578,637

 

 

 

1,617,774

 

 

 

 

9,578,637

 

 

 

2,785,774

 

 

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2026 and 2025, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

 

As of July 31, 2026 and 2025, the outstanding warrants issued in connection with these convertible notes were 0 and 168,000, respectively. (Note 6)

 

As of July 31, 2026 and 2025, the Company had stock payable of $581,491 and $503,801 for outstanding 8,578,637 shares and 1,617,774 shares of common stock, respectively. (Note 6)

 

Net loss per share for each class of common stock is as follows:

 

 

 

Three Months Ended

 

 

 

 July 31,

 

 

 

2026

 

 

2025

 

Net loss per share, basic diluted

 

$(0.01)

 

$(0.01)

Net loss per common shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

$(6.82)

 

$(6.04)

Ordinary Common stock

 

$(0.01)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

 

115,000

 

 

 

115,000

 

Ordinary Common stock

 

 

93,392,952

 

 

 

81,661,257

 

Total weighted average shares outstanding

 

 

93,507,952

 

 

 

81,776,257

 

 

Recently Issued Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

Recent Adopted Accounting Standards

 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.

 

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. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.

 

 
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In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. 

 

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption. 

 

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 $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553.

 

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 $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $0 and $5,254 for the three months ended July 31, 2026 and 2025, recorded as general and administrative expenses. Through July 31 2026, the intangible assets were fully amortized. As of July 31, 2026 and April 30, 2026, the intangible assets were $0 and $0, respectively.

 

 
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NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment as of July 31, 2026 and April 30, 2026, are summarized as follows:

 

Cost

 

Furniture and Equipment

 

 

Computer

 Equipment

 

 

Automobile

 

 

Total

 

April 30, 2025

 

$72,504

 

 

$9,215

 

 

$95,874

 

 

$177,593

 

Disposal

 

 

-

 

 

 

-

 

 

 

(16,874)

 

 

(16,874)

April 30, 2026

 

$72,504

 

 

$9,215

 

 

$79,000

 

 

$160,719

 

July 31, 2026

 

$72,504

 

 

$9,215

 

 

$79,000

 

 

$160,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation

 

Furniture and Equipment

 

 

Computer

 Equipment

 

 

Automobile

 

 

Total

 

April 30, 2025

 

$49,299

 

 

$9,215

 

 

$22,111

 

 

$80,625

 

Additions

 

 

16,390

 

 

 

-

 

 

 

11,850

 

 

 

28,240

 

Disposal

 

 

-

 

 

 

-

 

 

 

(3,375)

 

 

(3,375)

April 30, 2026

 

$65,689

 

 

$9,215

 

 

$30,586

 

 

$105,490

 

Additions

 

 

974

 

 

 

-

 

 

 

-

 

 

 

974

 

July 31, 2026

 

$66,663

 

 

$9,215

 

 

$30,586

 

 

$106,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

Furniture and Equipment

 

 

Computer

Equipment

 

 

Automobile

 

 

Total

 

April 30, 2026

 

$6,815

 

 

$-

 

 

$48,414

 

 

$55,229

 

July 31, 2026

 

$5,841

 

 

$-

 

 

$48,414

 

 

$54,255

 

 

During the three months ended July 31, 2025, the Company traded in an automobile at net amount of $10,521 as trade-in credit valued $12,000 as initial downpayment for two leased vehicles. (Note 10)

 

As of July 31, 2026 and April 30, 2026, Property and Equipment were $54,255 and $55,229, respectively. Depreciation expenses of $974 and $9,152 were incurred during the three months ended July 31, 2026 and 2025, respectively.

 

NOTE 6 - CAPITAL STOCK

 

Share Capital

 

On April 24, 2026, the Company increased the authorized share capital from 90,000,000 shares to 250,000,000, and preferred shares from 1,000,000 to 50,000,000 shares to consisting of the following: 

 

 

•

250,000,000 shares of ordinary common stock

 

•

10,000,000 shares of founders’ class A common stock

 

•

50,000,000 shares of blank check common stock

 

•

500,000 shares of founders’ series A non-voting redeemable preferred stock

 

•

49,500,000 shares of blank check preferred stock (including 200 shares of Series C Preferred Stock subsequent designated on December 18, 2023)

 

Equity Compensation Plans

 

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2022 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

 

 
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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

 

 

 

 

 

 

 

 

1,867,122

 

 

 

 

-

 

 

 

N/A

 

 

common shares

 

 

 

(1)

On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in a $53,892.96 expense and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares.

 

Ordinary Common Stock

 

Three months ended July 31, 2026

 

During the three months ended July 31, 2026, the Company issued 500,000 shares of common stock as loan inducements for promissory notes.

 

During the three months ended July 31, 2026, the Company issued 4,968,639 of common stock for the repayment of aggregate principal amount of promissory notes at $171,986 and accrued interest of $43,936.

 

Three months ended July 31, 2025

 

During the three months ended July 31, 2025, the Company issued 538,500 shares of common stock as loan inducements for promissory notes.

 

During the three months ended July 31, 2025, the Company issued 1,859,429 shares of common stock for term extension of three promissory notes.

 

During the three months ended July 31, 2025, the Company issued 600,000 shares of common stock for the repayment of principal amount of $60,000.

 

During the three months ended July 31, 2025, the Company issued 12,827,959 shares of common stock for the conversion of convertible notes for principal amount of $28,000 and accrued interest of $83,444.         

 

During the three months ended July 31, 2025, the Company issued 2,200,000 shares of common stock to non-affiliated consultants at $295,750 for services. 

 

As of July 31, 2026 and April 30, 2026, the issued and outstanding ordinary common stock was 96,773,765 share and 91,190,126 shares, respectively.

 

 
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Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock

 

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.

 

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 $62,595.

 

During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred stock of $57,751.

 

As of July 31, 2026 and April 30, 2026, the Company had 115,000 shares of founders’ class A common stock and 21,250 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.

 

Series A Convertible Preferred Stock

 

The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50.

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per share for consideration of $50.

 

As of July 31, 2026 and April 30, 2026, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

 

Series A Non-Voting Redeemable Preferred Stock

 

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)

 

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 $1,750,000 was determined to be its fair market value.

 

As of July 31, 2026 and April 30, 2026, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding.

 

Series C Preferred Stock

 

The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share.

 

During the year ended April 30, 2026, there were no transactions for series C preferred stock.

 

During the year ended April 30, 2025, the Company issued 59 shares of series C preferred stock for cash proceeds of $590,000.

 

 
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During the year ended April 30, 2025, the Company refunded $150,000 to investors for the return of 15 shares of series C preferred stock originally issued from March to June 2024.

 

As of July 31, 2026 and April 30, 2026,, the issued and outstanding shares of series C preferred stock were 148.5 shares and 104.5 shares, respectively.

 

Warrants

 

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)

 

On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8)

 

During the year ended April 30, 2025, all the 168,000 stock purchase warrants expired.

 

As of July 31, 2026 and April 30, 2026, there were no outstanding warrants.

 

Stock Payable

 

As of July 31, 2026, and April 30, 2026, the Company had stock payable of $911,493 and $754,729 for outstanding 330 shares and 330 shares of Preferred C shares at $330,000 and $330,000, outstanding 8,578,637 and 4,772,959 common shares, comprised of stock payable of $49,839 and $36,558 for outstanding 685,000 and 372,500 common shares to related parties and stock payable of $531,652 and $388,171 for outstanding 7,893,637 and 4,400,459 common shares to non-affiliates, respectively. As of July 31, 2026, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded under current liabilities in the Balance Sheets.

 

During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $13,281 and $8,788 for outstanding 312,500 and 92,500 common shares to executives and senior management. (Note 7)

 

During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $121,099 and $57,475 for outstanding 2,949,857 and 605,000 common shares to consultants and employees.

 

During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $8,955 and $7,500 for outstanding 223,880 and 78,947 common shares for office rent.

 

During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $8,471 and $0 for outstanding 220,000 and 0 common shares for loan inducement on promissory note.

 

During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $4,957 and $0 for outstanding 119,441 and 0 common shares for loan extension on promissory note.

 

 
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NOTE 7 - RELATED PARTY TRANSACTIONS

 

Related party compensation for the three months ended July 31, 2026 and 2025, and shareholding and salary payable as of July 31, 2026, and April 30, 2026, are summarized as below:

 

 

 

Three Months Ended July 31, 2026

 

Title

 

Wages Expense

 

 

Management/Consulting Fees

 

 

Stock Compensation

 

CEO and CFO

 

$25,367

 

 

$-

 

 

$13,281

 

President – Distro Plus

 

 

(5,000)

 

 

-

 

 

 

-

 

Advisor - Affiliate

 

 

-

 

 

 

15,000

 

 

 

-

 

 

 

$20,367

 

 

$15,000

 

 

$13,281

 

 

 

 

Three Months Ended July 31, 2025

 

Title

 

Wages Expense

 

 

Management/Consulting Fees

 

 

Stock Compensation

 

CEO and CFO

 

$59,282

 

 

$-

 

 

$5,938

 

Advisor - Affiliate

 

 

-

 

 

 

15,000

 

 

 

-

 

VP - Distro Plus

 

 

-

 

 

 

-

 

 

 

2,850

 

 

 

$59,282

 

 

$15,000

 

 

$8,788

 

 

 

 

As of July 31, 2026

 

 

 

 

 

 

Common Stock

 

 

Convertible Series A Preferred

 

 

Series A non-voting redeemable preferred

 

 

Salary/Consulting Fees Payable and 

 

 

 Stock

 

Title

 

(Shares)

 

 

(Shares)

 

 

(Shares)

 

 

 Other Payable

 

 

 Payable

 

CEO and CFO

 

 

10,125,000

 

 

 

500,000

 

 

 

-

 

 

$37,750

 

 

$42,969

 

Advisor - Affiliate

 

 

6,553,000

 

 

 

500,000

 

 

 

175,000

 

 

 

345,000

 

 

 

-

 

President - Distro Plus

 

 

699,806

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Operational Manager

 

 

194,652

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

2,575,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,870

 

Director

 

 

1,893,750

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

22,041,208

 

 

 

1,000,000

 

 

 

175,000

 

 

$382,750

 

 

$49,839

 

 

 
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As of April 30, 2026

 

 

 

 

 

 

Common Stock

 

 

Convertible Series A Preferred

 

 

Series A non-voting redeemable preferred

 

 

Salary/Consulting Fees Payable and 

 

 

Stock  

 

Title

 

(Shares)

 

 

(Shares)

 

 

(Shares)

 

 

 Other Payable

 

 

Payable

 

CEO and CFO

 

 

10,125,000

 

 

 

500,000

 

 

 

-

 

 

$16,708

 

 

$29,688

 

Advisor - Affiliate

 

 

6,553,000

 

 

 

500,000

 

 

 

175,000

 

 

 

330,000

 

 

 

-

 

President - Distro Plus

 

 

699,806

 

 

 

-

 

 

 

-

 

 

 

5,000

 

 

 

-

 

Operational Manager

 

 

194,652

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

2,575,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,870

 

Director

 

 

1,893,750

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

22,041,208

 

 

 

1,000,000

 

 

 

175,000

 

 

$351,708

 

 

$36,558

 

 

CEO and CFO

 

During the three months ended July 31, 2026, and 2025, the Company recorded stock payable of $13,281 and $5,938, respectively. As of July 31, 2026 and April 30, 2026, stock payable was $42,969 and $29,688, respectively.

 

During the three months ended July 31, 2026, and 2025, the Company incurred management salary expenses of $25,367 and $59,282 to the CEO and CFO, respectively. As of July 31, 2026, and April 30, 2026, the amount due to the CEO and CFO was $37,750 and $16,708, respectively.

 

Advisor – Affiliate

 

 During the three months ended July 31, 2026, and 2025, the Company incurred consulting fees of $15,000 and $15,000 to the affiliated advisor, respectively. As of July 31, 2026, and April 30, 2026, the total amount due to the affiliated advisor was $345,000 and $330,000, respectively.

 

President – Distro Plus

 

As of July 31, 2026 and April 30, 2026, salary payable was $5,000.

 

VP – Distro Plus

 

During the three months ended July 31, 2026, and 2025, the Company recorded stock payable to Vice President of $0 and $2,850, respectively. As of July 31, 2026 and April 30, 2026, stock payable was $6,870.

 

 
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NOTE 8 - PROMISSORY NOTE PAYABLE

 

Promissory note payable on July 31, 2026, and April 30, 2026 consists of the following:

 

 

 

July 31, 2026

 

 

April 30, 2026

 

August 2022

 

$30,000

 

 

$30,000

 

September 2022

 

 

110,000

 

 

 

110,000

 

October 2022

 

 

165,000

 

 

 

165,000

 

November 2022

 

 

60,500

 

 

 

60,500

 

January 2023

 

 

330,000

 

 

 

330,000

 

February 2023

 

 

4,120

 

 

 

34,120

 

March 2023

 

 

55,000

 

 

 

55,000

 

May 2023

 

 

74,800

 

 

 

74,800

 

June 2023

 

 

62,014

 

 

 

77,000

 

August 2023

 

 

165,000

 

 

 

165,000

 

September 2023

 

 

125,000

 

 

 

125,000

 

November 2023

 

 

130,000

 

 

 

130,000

 

January 2024

 

 

150,000

 

 

 

150,000

 

February 2024

 

 

105,000

 

 

 

105,000

 

September 2024

 

 

99,000

 

 

 

99,000

 

October 2024

 

 

159,500

 

 

 

159,500

 

January 2025

 

 

-

 

 

 

33,000

 

February 2025

 

 

33,440

 

 

 

33,440

 

March 2025

 

 

119,295

 

 

 

119,295

 

April 2025

 

 

264,500

 

 

 

324,500

 

July 2025

 

 

304,205

 

 

 

304,205

 

August 2025

 

 

100,000

 

 

 

100,000

 

October 2025

 

 

235,000

 

 

 

235,000

 

November 2025

 

 

183,000

 

 

 

183,000

 

December 2025

 

 

30,000

 

 

 

30,000

 

January 2026

 

 

131,000

 

 

 

165,000

 

February 2026

 

 

340,000

 

 

 

340,000

 

March 2026

 

 

60,000

 

 

 

60,000

 

May 2026

 

 

231,500

 

 

 

-

 

June 2026

 

 

140,000

 

 

 

-

 

July 2026

 

 

110,000

 

 

 

-

 

Total promissory notes payable, gross

 

 

4,106,874

 

 

 

3,797,360

 

Less: Unamortized debt discount

 

 

(95,258)

 

 

(50,279)

Total promissory notes

 

$4,011,616

 

 

$3,747,081

 

 

The terms of the promissory notes are summarized as follows:

 

 

•

Loan Expiry Term of Six Months to One Year

 

 

 

 

•

Weighted Average Remaining Term of 0.70 years

 

 

 

 

•

Annual interest rate of 10%-18%

 

 

 

 

•

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.

 

During the three months ended July 31, 2026 and 2025, the Company issued promissory notes for aggregate principal amount of $481,500 and $304,205 for proceeds of $430,100 and $261,500, respectively.

 

During the three months ended July 31, 2026 and 2025, the Company issued 4,968,639 shares and 600,000 share of common stock for the repayment of promissory note principal amount of $171,986 and $60,000 and accrued interest of $43,936 and $0, respectively.

 

During the three months ended July 31, 2026 and 2025, the Company issued 500,000 shares and 538,500 shares of common stock as loan inducements for promissory notes, respectively.

 

 
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During the three months ended July 31, 2026 and 2025, the Company issued 0 shares and 1,859,429 shares of common stock for term extension for promissory notes.

 

During the three months ended July 31, 2026, and 2025, the Company recorded stock payable of $8,471 and $0 for outstanding 200,000 common shares and 0 common shares for loan inducements of promissory notes, respectively.

 

During the three months ended July 31, 2026 and 2025, the note discount amortization was $44,950 and $34,772, respectively.

 

During the three months ended July 31, 2026, and 2025, the Company recorded interest expenses of $235,259 and $33,828, respectively. During the three months ended July 31, 2026, and 2025, the Company made repayment on note interest of $3,350 and $1,350, respectively. As of July 31, 2026, and April 30, 2026, the accrued interest payable was $739,968 and $551,996, respectively.

 

NOTE 9 – 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. The term of these leases are four years with APR ranging from 10.96% to 18%. The Company made down payment of $5,000 on two vehicles and $6,500 on one vehicle.

 

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. The terms of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a down payment of $5,000 on the two vehicles.

 

During the year ended April 30, 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. The terms of these leases ranging from three to six years with APR ranging from 7.03% to 9.49 %. The Company made a down payment of $5,000 on one of these vehicles and traded in a Company owned automobile as trade-in credit valued at $12,000 for another two of these vehicles.

 

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 $4,500 per month with lease payment begins on August 22, 2025. (Note 11)

 

As of July 31, 2026 and April 30, 2026, the finance lease obligations included in current liabilities were $221,902 and $207,147 and finance lease obligations included in non-current liabilities were $164,385 and $196,552, respectively. During the three months ended July 31, 2026, and 2025, repayment on finance lease was $22,593 and $25,380, respectively. During the three months ended July 31, 2026, and 2025, interest expense was $5,181 and $5,811 and depreciation on the right-of-used assets was $41,050 and $35,279, respectively.

 

As of July 31, 2026 and April 30, 2026, the Company had the following lease obligations:

 

 

 

Discount

 

 

 

July 31,

 

 

April 30,

 

 

 

Rate

 

Maturity

 

2026

 

 

2026

 

Current

 

2.27% - 10.51%

 

March 2027 - July 2029

 

$221,902

 

 

$207,147

 

Non-current

 

2.27% - 10.51%

 

March 2027 - July 2029

 

 

164,385

 

 

 

196,552

 

 

 

 

 

 

 

$386,287

 

 

$403,699

 

 

 
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Balance - April 30, 2025

 

$189,473

 

Lease liability additions

 

 

299,095

 

Repayment of Lease liability

 

 

(110,863)

Imputed interest

 

 

25,994

 

Balance - April 30, 2026

 

$403,699

 

Lease liability additions

 

 

-

 

Repayment of Lease liability

 

 

(22,593)

Imputed interest

 

 

5,181

 

Balance - July 31, 2026

 

$386,287

 

 

The following table summarizes the maturity of our lease liabilities as of July 31, 2026:

 

Year Ended April 30,

 

 

 

2027 (excluding three months ended July 31, 2026)

 

$201,391

 

2028

 

 

134,782

 

Thereafter

 

 

74,395

 

Total lease payments

 

 

410,568

 

Less: imputed interest

 

 

(24,281)

Lease liabilities

 

$386,287

 

 

As of July 31, 2026, the Company has right-of-use assets as follows:

 

Balance - April 30, 2025

 

$206,031

 

Additions

 

 

316,095

 

Depreciation

 

 

(154,701)

Balance - April 30, 2026

 

$367,425

 

Additions

 

 

-

 

Depreciation

 

 

(41,051)

Balance - July 31, 2026

 

$326,374

 

 

NOTE 10 – 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.

 

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.

 

 
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 NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.

 

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,000 per month, consisting of $2,000 payable in common shares of the Company and $2,000 payable in cash. As of July 31, 2026, the lease is currently on a month-to-month basis.

 

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 4,096 square feet and is currently leased for a term ending August 22, 2028, at a cost of $4,500 per month.

 

NOTE 12 - SUBSEQUENT EVENTS

 

Subsequent to July 31, 2026, and through the date that these financials were issued, the Company had the following subsequent events:

 

On August 31, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $126,500 Promissory Note for a purchase price of $115,000. The note matures on August 31, 2027 with a one-time interest charge of $12,650 at 10% of note principal and default interest rate at 18%.

 

On August 26, 2026, the Company filed a Certificate of Designation with the Nevada Secretary of State, effective August 19, 2026, designating 4,000,000 shares of its authorized blank check preferred stock as Series A-1 Preferred Stock ("Series A-1 Preferred"). Each share of Series A-1 Preferred carries 100 votes, votes together with the common stock as a single class, has no dividend or preemptive rights except dividends as declared by the board, shares in liquidation pari passu with the Company's Series A Preferred Stock, Founders Convertible Preferred, Founders Class A Common Shares, and common stock, and is convertible at the holder's option at any time into one share of common stock. On September 1, 2026, the Company issued all 4,000,000 shares of Series A-1 Preferred to Brett H. Pojunis, the Company's Chief Executive Officer and sole director, as compensation for services rendered and to be rendered and for credit support provided to the Company. This credit support includes Mr. Pojunis's personal guarantees of the Company's facility leases, vehicle financings, telecommunications accounts, and merchant accounts, his extensions of personal credit to fund Company obligations, and his regularly deferred compensation. The board valued the shares at $160,000 in the aggregate ($0.04 per common-equivalent share, based on the closing price of the common stock on August 19, 2026), and the shares were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

 

On September 7, 2026, the Company and its newly formed subsidiary, ClearLine Apps, LLC, entered into an Asset Purchase Agreement with SurgePays, Inc. ("SurgePays") to acquire SurgePays' ClearLine engagement platform, media network, and related technology and operating assets, as well as its GPOX Wireless business and assets. The $27,500,000 purchase price is payable solely through the issuance of 25,000,000 shares of the Company's Series D Preferred Stock, each convertible at the holder's election into one share of common stock and carrying no voting rights or preferential dividend, liquidation, or other rights. At the same time, SurgePays entered into a Put Option Agreement with Emerald Shoals Targeted Opportunities Fund LP ("Emerald Shoals"), which the Company acknowledged, giving SurgePays the right to sell the Preferred Shares, or the common stock issuable on their conversion, to Emerald Shoals for $27,500,000 at any time from closing through three years and 90 days after closing. As additional consideration for Emerald Shoals entering into the Put Agreement, the Company is required to issue Emerald Shoals a five-year warrant to purchase 15,000,000 shares of common stock in three tranches of 5,000,000 shares each, exercisable at $0.05, $0.15, and $0.25 per share, respectively. The acquisition closed on September 10, 2026, when SurgePays assigned the purchased assets to the acquisition subsidiary and the Company issued the Preferred Shares to SurgePays.

  

From August 1, 2026 through October 27, 2026, 20,801,818 shares of common stock were issued for repayment of promissory notes.

 

From August 1, 2026 through October 27, 2026, 8,452,357 shares of common stock were issued to management and consultants for services rendered.

 

From August 1, 2026 through October 27, 2026, 500,000 shares of common stock were issued for note inducement of a promissory note.

 

From August 1, 2026 through October 27, 2026, 279,850 shares of common stock were issued for office lease.

 

 
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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)

 

 
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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.

 

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 July 31, 2026 and 2025, which are included herein.

 

Three Months Ended July 31, 2026, Compared to the Three Months July 31, 2025

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 July 31,

 

 

 

 

 

 

 

 

 

2026

 

 

2025

 

 

Changes

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$1,295,507

 

 

$1,302,172

 

 

$(6,665)

 

 

(1)%

Cost of revenue

 

 

(997,344)

 

 

(925,874)

 

 

(71,470)

 

 

8%

Gross Profit

 

 

298,163

 

 

 

376,298

 

 

 

(78,135)

 

 

(21)%

Operating Expenses

 

 

(766,448)

 

 

(800,148)

 

 

33,700

 

 

 

(4)%

Loss from Operations

 

 

(468,285)

 

 

(423,850)

 

 

(44,435)

 

 

10%

Other Expenses

 

 

(316,430)

 

 

(270,993)

 

 

(45,437)

 

 

17%

Net Loss

 

$(784,715)

 

$(694,843)

 

$(89,872)

 

 

13%

 

Revenues                                 

 

We had revenues of $1,295,507 from operations during the three months July 31, 2026 as compared to $1,302,172 of revenues during the three months ended July 31, 2025.

 

Net Loss

 

Our unaudited financial statements report a net loss of $784,715 for the three months ended July 31, 2026 compared to a net loss of $694,843 for the three months ended July 31, 2025. The increase in net loss was due to an increase in cost of revenue and interest expense.

 

Expenses

 

Our operating expenses for the three months ended July 31, 2026 were $76,448 compared to $800,148 for the three months ended July 31, 2025. Operating expenses for the three months ended July 31, 2026, consisted of $518,696 in general and administrative, $199,103 in professional fees, $13,281 in professional fees – related parties and $35,367 in management fees and salaries – related parties. Operating expenses for the three months ended July 31, 2025 consisted of $541,289 in general and administrative, $190,789 in professional fees, $8,788 in professional fees – related parties and $59,282 in management fees and salaries – related parties.

 

 
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Our other expenses for the three months ended July 31, 2026 were $316,430 compared to $270,993 for the three months ended July 31, 2025. During the three months ended July 31, 2026, and 2025, the Company incurred interest expense of $316,700 and $269,494 comprised of loan interest of $266,501 and $228,762, interest expense from finance leases of $5,249 and $5,960 and debt discount amortization of $44,950 and $34,772, respectively. During the three months ended July 31, 2025, the Company incurred loss from disposal of an automobile of $1,499.

 

Liquidity and Financial Condition

 

Working Capital

 

 

 

July 31,

 

 

April 30,

 

 

 

2026

 

 

2026

 

 

 

 

 

 

 

 

Current Assets

 

$129,055

 

 

$74,206

 

Current Liabilities

 

$

7,283,271

 

 

$6,699,547

 

Working Capital (Deficiency)

 

$(7,154,216)

 

$(6,625,341)

 

Our total current assets as of July31, 2026 were $129,055 as compared to total current assets of $74,206 as of April 30, 2026 due to the increase in cash and inventory. Our total current liabilities as of July 31, 2026 were $7,283,271 as compared to total current liabilities of $6,699,547 as of April 30, 2026, due primarily to the increase in promissory note payable, accrued interest, stock payable and finance lease liabilities.

 

Our working capital deficit on July 31, 2026 was $7,154,216 as compared to working capital deficit of $6,625,341 as of April 30, 2026 due to the factors noted above.

 

Cash Flows

 

 

 

Three Months Ended

 

 

 

July 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Cash Flows used in Operating Activities

 

$(358,803)

 

$(434,234)

Cash Flows provided by Financing Activities

 

 

407,507

 

 

 

236,120

 

Net increase (decrease) in cash during period

 

$48,704

 

 

$(198,114)

 

Operating Activities

 

Net cash used in operating activities was $358,803 for the three months ended July 31, 2026 compared with $434,234 net cash used in operating activities during the same period in 2025.

 

During the three months ended July 31, 2026, net cash used in operating activities was attributed to net loss of $784,715 decreased by stock-based compensation of $134,380, stock payable for lease expense of $8,955, stock payable for promissory note extension of $4,957, depreciation of furniture and equipment of $974, depreciation of right-of-use-assets of $41,050, amortization of promissory note discount of $44,950, interest expense on finance lease of $5,181 and a net change in operating assets and liabilities of $185,465.

 

During the three months ended July 31, 2025, net cash used in operating activities was attributed to net loss of $694,843 decreased by stock-based compensation of $94,013, loss from trade in of automobile, non-cash interest expense for promissory note conversion of $171,355, non-cash interest expense for promissory note inducement of $23,150, stock payable for lease expense of $7,500, depreciation of furniture and equipment of $9,152, depreciation of right-of-use-assets of $35,279, amortization of intangible assets of $5,254, amortization of promissory note discount of $34,772, interest expense of finance assets of $5,812  and a net change on operating assets and liabilities of $127,178.

 

 
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Investing Activities

 

There were no investing activities during the three months ended July 31, 2026 and 2025.

 

Financing Activities

 

During the three months ended July 31, 2026, net cash from financing activities was $407,507 compared to $236,120 during the same period in 2025.

 

Cash flows from financing activities during the three months ended July 31, 2026 were derived from proceeds from issuance of promissory notes totaling $430,100 offset by repayment for finance leases of $22,593.

 

Cash flows from financing activities during the three months ended July 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $261,500 offset by repayment for finance leases of $25,380.

 

Going Concern

 

As of July 31, 2026, we had cash on hand of $56,210. We generated revenues of $1,295,507 and gross profit of $298,163 during the three months ended July31, 2026, but incurred net loss of $784,715 during the period and a cumulative net loss of $46,980,971 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. 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.

 

 
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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 July 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 July 31, 2026.

 

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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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 July 31, 2026, the Company issued 500,000 shares of common stock as loan inducements for promissory notes.

 

During the three months ended July 31, 2026, the Company issued 4,968,639 of common stock for the repayment of aggregate principal amount of promissory notes at $171,986 and accrued interest of $43,936.

 

From August 1, 2026 through October 27, 2026, 20,801,818 shares of common stock were issued for repayment of promissory notes.

 

From August 1, 2026 through October 27, 2026, 8,452,357 shares of common stock were issued to management and consultants for services rendered.

 

From August 1, 2026 through October 27, 2026, 500,000 shares of common stock were issued for note inducement of a promissory note.

 

From August 1, 2026 through October 27, 2026, 279,850 shares of common stock were issued for office lease.

 

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 July 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

31.1

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

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.

 

 

 

 

Date: October 29, 2026

By:

/s/ Brett H. Pojunis

 

 

Brett H. Pojunis

 

 

 

President Chief Executive Officer and

 

 

 

Chief Financial Officer, Treasurer,

 

 

 

Secretary, and Director

 

 

 

(Principal Executive Officer,

 

 

 

Principal Financial Officer and

 

 

 

Principal Accounting Officer)

 

 

 
33

 

Source: View Original Filing on SEC EDGAR

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Siemens Healthineers to Rebrand In Vitro Diagnostics Business as Olyrian Diagnostics Open the live feed