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GPO Plus (OTC: GPOX) Q2 2026: higher sales, cash strain and going-concern risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

GPO Plus, Inc. (GPOX) reported higher sales but continued losses for the quarter ended October 31, 2025. Quarterly revenues rose to $1,569,108 from $1,189,151, and six‑month revenues increased to $2,871,280 from $2,396,892, lifting gross profit to $747,441 over six months. However, operating expenses of $1,665,993 for the six months drove a net loss of $1,275,550, similar to the prior year’s loss.

The balance sheet remains highly stressed: total assets were $778,470 against total liabilities of $6,430,283, resulting in a stockholders’ deficit of $7,568,967. Cash fell sharply to just $37,901 from $336,249 at April 30, 2025, while promissory notes payable (net of discount) totaled $3,121,703. Management discloses a cumulative deficit of $45,050,916 and explicitly states there is “substantial doubt” about the company’s ability to continue as a going concern without additional capital.

Positive

  • None.

Negative

  • Going-concern warning: Management cites a cumulative deficit of $45,050,916 and states that these conditions raise “substantial doubt” about the company’s ability to continue as a going concern.
  • Weak liquidity and high leverage: Cash was only $37,901 against total liabilities of $6,430,283, including $3,121,703 of promissory notes payable (net), and a stockholders’ deficit of $7,568,967.
  • Customer concentration risk: One customer accounted for 82% of sales over six months and 65% of accounts receivable as of October 31, 2025.

Insights

Revenue is rising, but heavy losses, low cash and a going-concern warning dominate GPOX’s profile.

GPO Plus shows top-line momentum, with revenue for the six months ended October 31, 2025 increasing to $2,871,280 from $2,396,892, improving gross profit to $747,441. Yet operating expenses of $1,665,993 kept the company in the red, producing a six‑month net loss of $1,275,550, very close to the prior year’s loss. The income statement indicates that higher sales have not yet translated into profitability.

The balance sheet highlights significant financial strain. Total assets of $778,470 compare with total liabilities of $6,430,283, including promissory notes payable (net) of $3,121,703, creating a stockholders’ deficit of $7,568,967. Cash declined to just $37,901, while the accumulated deficit reached $45,050,916. Management explicitly notes that these factors raise “substantial doubt” about the ability to continue as a going concern, and the company plans to seek additional equity and debt financing.

Concentration risk also appears significant: one customer represented 82% of sales during the six months and 65% of accounts receivable as of October 31, 2025. Future disclosures in subsequent reports will be important to understand whether revenue growth can be sustained, whether customer concentration eases, and how the company addresses its funding needs and large promissory note obligations.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

 

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: October 31, 2025

 

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.

 

86,192,082 common shares issued and outstanding as of December 05, 2025.

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Page No.

 

 

 

 

 

 

Item 1.

Unaudited Condensed Financial Statements

4

 

 

 

 

Item 2.

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

22

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

 

 

 

 

Item 4.

Controls and Procedures

26

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

27

 

 

 

 

Item 1A.

Risk Factors

27

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27

 

 

 

 

Item 3.

Defaults Upon Senior Securities

27

 

 

 

 

Item 4.

Mine Safety Disclosures

27

 

 

 

 

Item 5.

Other Information

27

 

 

 

 

 

Item 6.

Exhibits

 

28

 

 

 

 

 

 

SIGNATURES

 

29

 

 

 
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)

 

 

 

October 31,

 

 

April 30,

 

 

 

2025

 

 

2025

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$37,901

 

 

$336,249

 

Accounts receivable

 

 

101,983

 

 

 

55,012

 

Prepaid expenses

 

 

38,137

 

 

 

3,665

 

Inventory, net

 

 

87,542

 

 

 

83,299

 

Total Current Assets

 

 

265,563

 

 

 

478,225

 

 

 

 

 

 

 

 

 

 

Finance lease right-of-use assets, net

 

 

447,648

 

 

 

206,031

 

Property and equipment, net

 

 

65,259

 

 

 

96,968

 

Intangible assets, net

 

 

-

 

 

 

5,254

 

TOTAL ASSETS

 

$778,470

 

 

$786,478

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

1,480,946

 

 

 

1,511,492

 

Accrued interest

 

 

499,966

 

 

 

504,811

 

Accrued liabilities - related parties

 

 

325,941

 

 

 

338,502

 

Deposits

 

 

11,615

 

 

 

8,213

 

Convertible note payable, net of debt discount of $0

 

 

-

 

 

 

28,000

 

Promissory note payable, net of debt discount of $116,887 and $104,248, respectively

 

 

3,121,703

 

 

 

2,630,844

 

Finance lease liabilities

 

 

155,258

 

 

 

63,027

 

Stock payable - related parties

 

 

26,433

 

 

 

12,395

 

Stock payable

 

 

515,720

 

 

 

937,907

 

Total Current Liabilities

 

 

6,137,582

 

 

 

6,035,191

 

 

 

 

 

 

 

 

 

 

Finance lease liabilities - non-current

 

 

292,701

 

 

 

126,446

 

Total Liabilities

 

 

6,430,283

 

 

 

6,161,637

 

 

 

 

 

 

 

 

 

 

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, 1,000,000 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, 90,000,000 shares authorized; 85,844,272 shares and 76,657,368 shares issued and outstanding issued and outstanding as of October 31, 2025 and April 30, 2025, respectively

 

 

8,585

 

 

 

7,666

 

Additional paid in capital

 

 

37,473,252

 

 

 

36,475,275

 

Accumulated deficit

 

 

(45,050,916)

 

 

(43,775,366)

Total Stockholders’ Deficit

 

 

(7,568,967)

 

 

(7,292,313)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$778,470

 

 

$786,478

 

 

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

 

 

Six Months Ended

 

 

 

 October 31,

 

 

 October 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$1,569,108

 

 

$1,189,151

 

 

$2,871,280

 

 

$2,396,892

 

Cost of revenue

 

 

1,197,965

 

 

 

963,675

 

 

 

2,123,839

 

 

 

1,909,669

 

Gross Profit

 

 

371,143

 

 

 

225,476

 

 

 

747,441

 

 

 

487,223

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

622,196

 

 

 

435,328

 

 

 

1,163,485

 

 

 

901,307

 

Professional fees (including stock-based compensation of $136,766 and $23,450, respectively)

 

 

183,996

 

 

 

192,451

 

 

 

374,785

 

 

 

382,573

 

Professional fees - related parties (including stock-based compensation of $14,038 and $13,043, respectively)

 

 

5,250

 

 

 

5,735

 

 

 

14,038

 

 

 

13,043

 

Management fees and salaries - related parties

 

 

54,403

 

 

 

93,110

 

 

 

113,685

 

 

 

176,650

 

Total Operating Expense

 

 

865,845

 

 

 

726,624

 

 

 

1,665,993

 

 

 

1,473,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(494,702)

 

 

(501,148)

 

 

(918,552)

 

 

(986,350)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

2

 

 

 

-

 

 

 

(1,497)

 

 

-

 

Interest expense

 

 

(86,007)

 

 

(84,146)

 

 

(355,501)

 

 

(185,653)

Total Other Expense

 

 

(86,005)

 

 

(84,146)

 

 

(356,998)

 

 

(185,653)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(580,707)

 

$(585,294)

 

$(1,275,550)

 

$(1,172,003)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share: Basic and Diluted

 

$(0.01)

 

$(0.01)

 

$(0.02)

 

$(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

84,871,572

 

 

 

57,684,644

 

 

 

83,304,893

 

 

 

57,658,829

 

 

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 SIX MONTHS ENDED OCTOBER 31, 2025 AND 2024

(Unaudited)

 

Six Months Ended October 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)

Issuance of common stock for loan inducement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

806,250

 

 

 

81

 

 

 

-

 

 

 

63,867

 

 

 

-

 

 

 

63,948

 

Cancellation of common stock for loan inducement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(250,000)

 

 

(25)

 

 

-

 

 

 

(23,125)

 

 

-

 

 

 

(23,150)

Issuance of common stock for promissory note repayment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

419,766

 

 

 

42

 

 

 

-

 

 

 

29,958

 

 

 

-

 

 

 

30,000

 

Issuance of common stock for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

185,000

 

 

 

19

 

 

 

-

 

 

 

9,306

 

 

 

-

 

 

 

9,325

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(580,707)

 

 

(580,707)

Balance, October 31, 2025

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

147

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

85,844,272

 

 

$8,585

 

 

$-

 

 

$37,473,252

 

 

$(45,050,916)

 

$(7,568,967)

 

Six Months Ended October 31, 2024

 

 

 

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, 2024

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

105

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

57,518,014

 

 

$5,752

 

 

$-

 

 

$33,971,357

 

 

$(39,440,047)

 

$(5,462,826)

Issuance of Series C Preferred Shares for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

42

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(60,000)

 

 

420,000

 

 

 

-

 

 

 

360,000

 

Return of Series C Preferred Shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(100,000)

 

 

-

 

 

 

(100,000)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(586,709)

 

 

(586,709)

Balance, July 31, 2024

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

137

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

57,518,014

 

 

$5,752

 

 

$(60,000)

 

$34,291,357

 

 

$(40,026,756)

 

$(5,789,535)

Issuance of common stock for loan inducement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

125,000

 

 

 

13

 

 

 

-

 

 

 

1,075

 

 

 

-

 

 

 

1,088

 

Subscription Receivable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

 

 

-

 

 

 

-

 

 

 

60,000

 

Return of Series C Preferred Shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(50,000)

 

 

-

 

 

 

(50,000)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(585,294)

 

 

(585,294)

Balance, October 31, 2024

 

 

21,250

 

 

$167,154

 

 

 

175,000

 

 

$1,750,000

 

 

 

1,000,000

 

 

$100

 

 

 

132

 

 

$-

 

 

 

115,000

 

 

$12

 

 

 

57,643,014

 

 

$5,765

 

 

$-

 

 

$34,242,432

 

 

$(40,612,050)

 

$(6,363,741)

 

 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)

 

 

 

 Six Months Ended

 

 

 

 October 31,

 

 

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(1,275,550)

 

$(1,172,003)

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

 

 

 

 

 

 

 

 

Stock-based compensation for services

 

 

136,766

 

 

 

23,540

 

Stock-based compensation for services - related parties

 

 

14,038

 

 

 

13,043

 

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

 

 

36,053

 

 

 

-

 

Reversal of non-cash interest expense for promissory note extension

 

 

(13,400)

 

 

-

 

Stock payable for lease expense

 

 

15,000

 

 

 

15,000

 

Stock payable for interest expense for promissory notes

 

 

-

 

 

 

32,908

 

Depreciation of furniture and equipment

 

 

18,208

 

 

 

25,446

 

Depreciation of right-of-use-assets

 

 

74,478

 

 

 

24,325

 

Amortization of intangible assets

 

 

5,254

 

 

 

14,259

 

Amortization of promissory note discount

 

 

79,350

 

 

 

40,464

 

Interest expense on finance lease

 

 

13,754

 

 

 

7,630

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(46,971)

 

 

14,986

 

Prepaid expenses

 

 

(34,472)

 

 

(2,412)

Inventory

 

 

(4,243)

 

 

244,993

 

Accounts payable and accrued liabilities

 

 

(35,545)

 

 

(49,395)

Accrued interest

 

 

78,599

 

 

 

102,024

 

Accrued liabilities - related parties

 

 

(12,561)

 

 

86,911

 

Deposit

 

 

3,402

 

 

 

167,662

 

Net cash used in Operating Activities

 

 

(774,986)

 

 

(410,619)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

-

 

 

 

(67,874)

Net cash used in Investing Activities

 

 

-

 

 

 

(67,874)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayment for finance leases

 

 

(54,362)

 

 

(29,059)

Proceeds from issuance of promissory notes

 

 

575,000

 

 

 

245,000

 

Repayment of promissory notes

 

 

(44,000)

 

 

(60,500)

Repayment from return of series C preferred shares

 

 

-

 

 

 

(150,000)

Proceeds from issuance of series C preferred shares

 

 

-

 

 

 

420,000

 

Net cash provided by Financing Activities

 

 

476,638

 

 

 

425,441

 

 

 

 

 

 

 

 

 

 

Net change in cash for period

 

 

(298,348)

 

 

(53,052)

Cash at beginning of period

 

 

336,249

 

 

 

69,415

 

Cash at end of period

 

$37,901

 

 

$16,363

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$7,100

 

 

$550

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Recognition of finance lease right-of-use assets

 

$316,094

 

 

$-

 

Stock payable for note inducement

 

$-

 

 

$9,121

 

Issuance of common stock for note inducement

 

$-

 

 

$1,088

 

Issuance of common stock for note extension

 

$249,163

 

 

$-

 

Issuance of common stock for repayment of promissory notes

 

$90,000

 

 

$-

 

 

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

 

 
7

Table of Contents

 

GPO PLUS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2025 AND 2024

 

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 11.75%, 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 October 31, 2025 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 $45,050,916. 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 six months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2025 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2025, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 11, 2025.

 

Use of Estimates

 

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

 

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 October 31, 2025 and April 30, 2025, the Company had cash of $37,901 and $336,249, respectively.

 

 
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Table of Contents

 

 

Accounts Receivable

 

Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

 

As of October 31, 2025 and April 30, 2025, the Company had accounts receivable of $101,983 and $55,012, respectively.

 

As of October 31, 2025 and April 30, 2025, the Company has one customer concentrated over 10% of the accounts receivable at 65% and 36%, respectively.

 

Prepaid Expense

 

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

 

 

 

October 31,

 

 

April 30,

 

 

 

2025

 

 

2025

 

Security Deposit for office and warehouse

 

$12,500

 

 

$3,500

 

Prepayment for services to consultants

 

 

25,637

 

 

 

165

 

Total

 

$38,137

 

 

$3,665

 

 

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 October 31, 2025 and April 30, 2025, the Company recorded inventory reserve of $6,589 and $6,270 for slow moving or obsolete inventory.

 

As of October 31, 2025 and April 30, 2025, the Company had finished goods inventory, net of inventory reserve of $87,541 and $83,299, respectively.

 

 

 

October 31,

2025

 

 

April 30,

2025

 

Nutriumph®

 

$4,996

 

 

$32,412

 

Distro

 

 

44,350

 

 

 

12,574

 

Loon

 

 

28,961

 

 

 

31,926

 

Vyve

 

 

9,235

 

 

 

5,796

 

Coast

 

 

-

 

 

 

591

 

 

 

$87,541

 

 

$83,299

 

 

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.

 

 
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Table of Contents

 

 

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 the six months ended October 31, 2025 and 2024, no impairment losses have been identified.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.

Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.

Step 3: Determine the transaction price - The transaction price has been identified in the invoice.

Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.

Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.

 

During the six months ended October 31, 2025 and 2024, the Company recognized $2,871,280 and $2,396,892 of revenues related to merchandise and product sales, respectively. The Company incurred cost of revenue of $2,123,839 and $1,909,669 and generated gross profit of $747,441 and $487,223 during the six months ended October 31, 2025 and 2024, respectively. In regard to the sales that occurred during the six months ended October 31, 2025 and 2024, there are no unfulfilled obligations related to the merchandise and product sales.

 

During the six months ended October 31, 2025 and 2024, the Company has one customers who contributed over 10% of total sales at 82% and 94%, respectively.

 

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 October 31, 2025 and April 30, 2025, accounts payable and accrued liabilities were $1,480,946 and $1,511,492, comprised of trade payable of $1,457,090 and $1,457,727 and payroll liabilities of $23,856 and $53,765, 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%)

 

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.

 

 
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Table of Contents

 

 

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.

 

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.

 

 
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During the six months ended October 31, 2025 and 2024, the Company recorded $150,804 stock-based compensation expense and $36,583 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.

 

 

 

Six Months Ended

 

 

 

October 31,

 

 

 

2025

 

 

2024

 

Common stock award to consultants

 

$136,766

 

 

$23,540

 

Common stock award to management and executives - related parties

 

 

14,038

 

 

 

13,043

 

 

 

$150,804

 

 

$36,583

 

 

Basic and Diluted Loss per Share

 

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.

 

For the six months ended October31, 2025 and 2024, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive. 

 

 

 

October 31,

 

 

October 31,

 

 

 

2025

 

 

2024

 

 

 

(Shares)

 

 

(Shares)

 

Series A Preferred Shares

 

 

1,000,000

 

 

 

1,000,000

 

Convertible Notes

 

 

-

 

 

 

38,000

 

Warrants

 

 

168,000

 

 

 

168,000

 

Common Stock Payable

 

 

2,109,641

 

 

 

3,150,617

 

 

 

 

3,277,641

 

 

 

4,356,617

 

 

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on October 31, 2025 and April 30, 2025, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

 

As of October 31, 2025 and April 30, 2025, convertible shares from the Company’s non-affiliate convertible notes were 0 shares and 28,000 shares, respectively. (Note 8)

 

As of October 31, 2025 and April 30, 2025, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

 

As of October 31, 2025 and April 30, 2025, the Company had stock payable of $542,153 and $620,302 for outstanding 2,109,641 shares and 4,776,756 shares of common stock, respectively. (Note 6)

 

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

 

 

 

Six Months Ended

 

 

 

 October 31,

 

 

 

2025

 

 

2024

 

Net loss per share, basic diluted

 

$(0.02)

 

$(0.02)

Net loss per common shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

$(11.09)

 

$(10.19)

Ordinary Common stock

 

$(0.02)

 

$(0.02)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

 

115,000

 

 

 

115,000

 

Ordinary Common stock

 

 

83,189,893

 

 

 

57,543,829

 

Total weighted average shares outstanding

 

 

83,304,893

 

 

 

57,658,829

 

 

Recent Accounting Pronouncements

 

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

 

Recently Adopted Accounting Standards

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

 
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In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The adoption of ASU 2025-05 has not had a material effect on the Company’s statements and disclosures.

 

NOTE 4 – ASSETS PURCHASE

 

On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $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 $5,254 and $14,259 for the six months ended October 31, 2025 and October 31, 2024, recorded as general and administrative expenses. Through October31, 2025, the intangible assets were fully amortized. As of October 31, 2025 and April 30, 2025, the intangible assets were $0 and $5,254, respectively.

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment as of October 31, 2025 and April 30, 2025, are summarized as follows:

 

Cost

 

Furniture and Equipment

 

 

Computer Equipment

 

 

Automobile

 

 

Total

 

April 30, 2024

 

$72,504

 

 

$9,215

 

 

$59,503

 

 

$141,222

 

Additions

 

 

-

 

 

 

-

 

 

 

67,874

 

 

 

67,874

 

Disposal

 

 

-

 

 

 

-

 

 

 

(31,503)

 

 

(31,503)

April 30, 2025

 

$72,504

 

 

$9,215

 

 

$95,874

 

 

$177,593

 

Disposal

 

 

-

 

 

 

-

 

 

 

(16,874)

 

 

(16,874)

October 31, 2025

 

$72,504

 

 

$9,215

 

 

$79,000

 

 

$160,719

 

 

Accumulated Depreciation

 

Furniture and Equipment

 

 

Computer Equipment

 

 

Automobile

 

 

Total

 

April 30, 2024

 

$28,490

 

 

$5,760

 

 

$4,563

 

 

$38,813

 

Additions

 

 

20,809

 

 

 

3,455

 

 

 

23,901

 

 

 

48,165

 

Disposal

 

 

-

 

 

 

-

 

 

 

(6,353)

 

 

(6,353)

April 30, 2025

 

$49,299

 

 

$9,215

 

 

$22,111

 

 

$80,625

 

Additions

 

 

10,310

 

 

 

-

 

 

 

7,900

 

 

 

18,210

 

Disposal

 

 

-

 

 

 

-

 

 

 

(3,375)

 

 

(3,375)

October 31, 2025

 

$59,609

 

 

$9,215

 

 

$26,636

 

 

$95,460

 

 

Net book value

 

Furniture and Equipment

 

 

Computer Equipment

 

 

Automobile

 

 

Total

 

April 30, 2025

 

$23,205

 

 

$-

 

 

$73,763

 

 

$96,968

 

October 31, 2025

 

$12,895

 

 

$-

 

 

$52,364

 

 

$65,259

 

 

During the six months ended October 31, 2024, the Company acquired four automobiles of $67,874.

 

During the six months ended October 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)

 

 
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As of October 31, 2025 and April 30, 2025, Property and Equipment were $65,259 and $96,968, respectively. Depreciation expenses of $18,208 and $25,446 were incurred during the six months ended October 31, 2025 and 2024, respectively.

 

NOTE 6 - CAPITAL STOCK

 

Share Capital

 

On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following: 

 

 

•

90,000,000 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)

 

On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock.

 

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.

 

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 common

 

 

 

 

-

 

 

 

N/A

 

 

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

 

Six months ended October 31, 2025

 

During the six months ended October 31, 2025, the Company issued 1,094,750 shares of common stock as loan inducements for promissory notes.

 

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

 

During the six months ended October 31, 2025, the Company issued 1,019,766 of common stock for the repayment of aggregate principal amount of promissory notes at $90,000.

 

During the six months ended October 31, 2025, the Company issued 2,827,959 shares of common stock for the conversion of convertible notes for principal amount of $28,000 and accrued interest of $83,444.          

 

During the six months ended October 31, 2025, the Company issued 2,385,000 shares of common stock to non-affiliated consultants at $305,075 for services.

 

 
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Six months ended October 31, 2024

 

During the six months ended October 31, 2024, the Company issued 125,000 shares of common stock as loan inducements for promissory notes of $55,000 issued on the same date.

 

As of October 31, 2025 and April 30, 2025, the issued and outstanding common stock was 85,844,272 shares and 76,657,368 shares, respectively.

 

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

 

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 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 October 31, 2025 and April 30, 2025, 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 October 31, 2025 and April 30, 2025, 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 October 31, 2025 and April 30, 2025, 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 six months ended October 31, 2025 the Company did not issued any series C preferred C stock.

 

During the six months ended October 31, 2024, the Company issued  42 shares of series C preferred stock for cash proceeds of $420,000.

 

During the six months ended October 31, 2024, 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 October 31, 2025 and April 30, 2025, the issued and outstanding shares of series C preferred stock were 148.5 shares.

 

 
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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)

 

The below table summarizes the activity of warrants exercisable for shares of common stock during the six months ended October 31, 2025 and year ended April 30, 2025:

 

 

 

 Number of

Shares

 

 

 Weighted- Average

Exercise

 Price

 

Balances as of April 30, 2024

 

 

168,000

 

 

$1.25

 

Granted

 

 

-

 

 

 

-

 

Redeemed

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of April 30, 2025

 

 

168,000

 

 

$1.25

 

Granted

 

 

-

 

 

 

-

 

Redeemed

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of October 31, 2025

 

 

168,000

 

 

$1.25

 

 

The fair value of the warrants on the date of grant was estimated at $263,060 using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:

 

 

 

Year Ended

 

 

 

April 30,

 

 

 

2022

 

Exercise price

 

$1.25

 

Expected term

 

5 years

 

Expected average volatility

 

555%-591

 %

Expected dividend yield

 

 

-

 

Risk-free interest rate

 

0.41%-0.43

 %

 

The following table summarizes information relating to outstanding and exercisable warrants as of October 31, 2025:

 

Warrants Outstanding

 

 

Warrants Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Number

 

 

Remaining Contractual

 

 

Weighted Average

 

 

Number

 

 

Weighted Average

 

of Shares

 

 

life (in years)

 

 

Exercise Price

 

 

of Shares

 

 

Exercise Price

 

 

168,000

 

 

 

-

 

 

$1.25

 

 

 

-

 

 

$-

 

 

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on October 31, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of October 31, 2025, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.0839 on October 31, 2025.

 

Stock Payable

 

As of October 31, 2025 and April 30, 2025, the Company had stock payable of $542,153 and $950,302 for outstanding 330 shares and 330 shares of Preferred C shares at $330,000 and $330,000, outstanding 2,109,641 and 4,776,756 common shares, comprised of stock payable of $26,433 and $12,395 for outstanding 247,500 and 92,500 common shares to related parties and stock payable of $515,720 and $917,907 for outstanding 1,862,141 and 4,684,256 common shares to non-affiliates, respectively. As of October 31, 2025, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets.

 

During the six months ended October 31, 2025 and 2024, the Company recorded stock payable of $14,038 and $13,043 for outstanding 155,000 and 185,000 common shares to executives and senior management, respectively (Note 7)

 

During the six months ended October 31, 2025 and 2024, the Company recorded stock payable of $99,692 and $23,540 for outstanding 1,107,581 and 355,000 common shares to employees, respectively.

 

 
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During the six months ended October 31, 2025 and 2024, the Company recorded stock payable of $15,000 and $15,000 for outstanding 168,233 and 215,904 stock for office rent, respectively.

 

During the six months ended October 31, 2025 and 2024, the Company recorded stock payable of $835 and $9,121 for outstanding 62,500 and 487,500 common shares for loan inducement of a promissory note.

 

During the six months ended October 31, 2024, the Company recorded stock payable of $32,908 for outstanding 216,000 common shares for interest expense of two promissory notes.

 

During the six months ended October 31, 2024, the Company recorded stock payable of $32,908 for interest and fees on a promissory note upon issuance of the notes.

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

Related party compensation for the six months ended October 31, 2025 and 2024, and shareholding and salary payable as of October 31, 2025 and April 30, 2025, are summarized as below:

 

 

 

Six Months Ended October 31, 2025

 

Title

 

Wages Expense

 

 

Management/

Consulting Fees

 

 

Stock Compensation

 

CEO and CFO

 

$83,685

 

 

$-

 

 

$11,188

 

Advisor - Affiliate

 

 

-

 

 

 

30,000

 

 

 

-

 

President - Distro Plus

 

 

-

 

 

 

-

 

 

 

-

 

Operational Manager

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

-

 

 

 

-

 

 

 

2,850

 

Director

 

 

-

 

 

 

-

 

 

 

-

 

 

 

$83,685

 

 

$30,000

 

 

$14,038

 

 

 

 

Six Months Ended October 31, 2024

 

Title

 

Wages Expense

 

 

Management/

Consulting Fees

 

 

Stock Compensation

 

CEO and CFO

 

$76,751

 

 

$-

 

 

$8,813

 

Advisor - Affiliate

 

 

-

 

 

 

30,000

 

 

 

-

 

President - Distro Plus

 

 

-

 

 

 

-

 

 

 

-

 

Operational Manager

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

69,899

 

 

 

-

 

 

 

4,230

 

Director

 

 

-

 

 

 

-

 

 

 

-

 

 

 

$146,650

 

 

$30,000

 

 

$13,043

 

 

 

 

As of October 31, 2025

 

 

 

Title

 

Common Stock

(Shares)

 

 

Convertible

Series A

Preferred

(Shares)

 

 

Series A

non-voting

redeemable preferred

(Shares)

 

 

Salary/

Consulting

Fees Payable

 

 

Stock Payable

 

CEO and CFO

 

 

10,100,000

 

 

 

500,000

 

 

 

-

 

 

$25,941

 

 

$19,563

 

Advisor - Affiliate

 

 

6,553,000

 

 

 

500,000

 

 

 

175,000

 

 

 

300,000

 

 

 

-

 

President - Distro Plus

 

 

699,806

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Operational Manager

 

 

194,652

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

2,575,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,870

 

Director

 

 

1,893,750

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

22,016,208

 

 

 

1,000,000

 

 

 

175,000

 

 

$325,941

 

 

$26,433

 

 

 
17

Table of Contents

 

 

 

As of April 30, 2025

 

 

 

 

Title

 

Common Stock

(Shares)

 

 

Convertible

Series A

Preferred

(Shares)

 

 

Series A

non-voting redeemable preferred

(Shares)

 

 

Salary/

Consulting

Fees Payable

 

 

Stock Payable

 

CEO and CFO

 

 

10,100,000

 

 

 

500,000

 

 

 

-

 

 

$13,800

 

 

$8,375

 

Advisor - Affiliate

 

 

6,553,000

 

 

 

500,000

 

 

 

175,000

 

 

 

270,000

 

 

 

-

 

President - Distro Plus

 

 

699,806

 

 

 

-

 

 

 

-

 

 

 

5,000

 

 

 

-

 

Operational Manager

 

 

194,652

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

VP - Distro Plus

 

 

2,575,000

 

 

 

-

 

 

 

-

 

 

 

8,843

 

 

 

4,020

 

Director

 

 

1,893,750

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

22,016,208

 

 

 

1,000,000

 

 

 

175,000

 

 

$297,643

 

 

$12,395

 

 

CEO and CFO

 

 During the six months ended October 31, 2025 and 2024, the Company recorded stock payable for 125,000 and 125,000 common shares issuable to the CEO and CFO valued at $11,188 and $8,813, respectively. As of October 31, 2025 and April 30, 2025, the stock payable was $19,563 and $8,375, respectively.

 

During the six months ended October 31, 2025 and 2024, the Company incurred management salary expenses of $83,685 and $76,751 to the CEO and CFO, respectively. As of October 31, 2025 and April 30, 2025, salary payable was $25,941 and $13,800, respectively.

 

Advisor – Affiliate

 

During the six months ended October 31, 2025 and 2024, the Company incurred consulting fees of $30,000 and $30,000 to the affiliated advisor, respectively. As of October 31, 2025 and April 30, 2025, the total amount due to the affiliated advisor was $300,000 and $270,000, respectively.

 

VP – Distro Plus

 

During the six months ended October 31, 2025 and 2024, the Company recorded stock payable for 30,000 and 60,000 common shares issuable to Vice President of Distro Plus Division valued at $2,850 and $4,230, respectively. As of October 31, 2025 and April 30, 2025, the stock payable was $6,870 and $4,020, respectively.

 

During the six months ended October 31, 2024, the Company incurred management salary of $69,899 and to the Vice President. As of October 31, 2025 and April 30, 2025, salary payable was $0 and $8,843, respectively.

 

NOTE 8 - COVERTIBLE NOTE PAYABLE

 

Convertible note payable on October 31, 2025 and April 30, 2025, consists of the following:

 

 

 

October 31,

2025

 

 

April 30,

2025

 

Dated June 16, 2021

 

$-

 

 

$20,000

 

Dated September 8, 2021

 

 

-

 

 

 

18,000

 

Total convertible note payable

 

$-

 

 

$38,000

 

 

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded a total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2024, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible note principal of $10,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, the convertible note principal balance was $10,000. During the three months ended July 31, 2025, the convertible note was fully converted.

 

 
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On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of June 8, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, 2023, and 2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. During the year ended April 30, 2024, the Company issued 1,500,000 shares of common stock for the conversion of convertible note principal of $150,000 at a fixed conversion rate of $0.10 per share. During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible note principal of $10,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, the convertible note principal balance was $18,000. During the three months ended July 31, 2025, the convertible note was fully converted.

 

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

 

During the six months ended October 31, 2025 and 2024, the Company recorded interest expenses of $0 and $1,725, respectively. As of October 31, 2025 and April 30, 2025, the accrued interest payable was $0 and $83,442, respectively.

 

As of October 31, 2025 and April 30, 2025, the convertible note payable was $0 and $28,000, respectively.

 

NOTE 9 - PROMISSORY NOTE PAYABLE

 

Promissory note payable on October 31, 2025 and April 30, 2025, consists of the following:

 

 

 

October 31,

2025

 

 

April 30,

2025

 

August 2022

 

$82,500

 

 

$112,500

 

September 2022

 

 

110,000

 

 

 

110,000

 

October 2022

 

 

169,350

 

 

 

229,350

 

November 2022

 

 

60,500

 

 

 

60,500

 

January 2023

 

 

330,000

 

 

 

330,000

 

February 2023

 

 

55,000

 

 

 

55,000

 

March 2023

 

 

55,000

 

 

 

55,000

 

May 2023

 

 

74,800

 

 

 

74,800

 

June 2023

 

 

187,000

 

 

 

187,000

 

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

 

 

120,000

 

 

 

120,000

 

September 2024

 

 

99,000

 

 

 

110,000

 

October 2024

 

 

159,500

 

 

 

159,500

 

January 2025

 

 

49,500

 

 

 

82,500

 

February 2025

 

 

33,440

 

 

 

33,440

 

March 2025

 

 

119,295

 

 

 

121,000

 

April 2025

 

 

324,500

 

 

 

324,500

 

July 2025

 

 

304,205

 

 

 

-

 

August 2025

 

 

100,000

 

 

 

-

 

October 2025

 

 

235,000

 

 

 

-

 

Total promissory notes payable, gross

 

 

3,238,590

 

 

 

2,735,090

 

Less: Unamortized debt discount

 

 

(116,887)

 

 

(104,246)

Total promissory notes

 

$3,121,703

 

 

$2,630,844

 

 

The terms of the promissory notes are summarized as follows:

 

 

•

Loan Expiry Term of Six Months to One Year

 

 

 

 

•

Weighted Average Remaining Term of 1 year

 

 

 

 

•

Annual interest rate of 10% with default interest rate at 18%

 

 

 

 

•

Convertible at 75% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default.

 

 
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Table of Contents

 

 

During the six months ended October 31, 2025 and 2024, the Company issued promissory notes for aggregate principal amount of $639,205 and $269,500 for proceeds of $575,000 and $245,000, respectively. The notes are convertible at 75% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The notes have maturity term of 1 year and accrue interest at 10%. (The April 30, 2025, Form 10-K Subsequent Event Footnote inadvertently incorrectly disclosed the note conversion rate 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)

 

During the six months ended October 31, 2025 and 2024, the Company made repayment on principal balance of promissory notes of $44,000 and $60,500, respectively.

 

During the six months ended October 31, 2025 and 2024, the Company issued 1,019,766 shares and 0 share of common stock for the repayment of $90,000 and $0 of a promissory note, respectively.

 

During the six months ended October 31, 2025 and 2024, the note discount amortization was $79,350 and $40,464, respectively.

 

During the six months ended October 31, 2025 and 2024, the Company recorded interest expenses of $85,699 and $100,848, respectively. During the six months ended October 31, 2025 and 2024, the Company made repayment on note interest of $7,100 and $550, respectively. As of October 31, 2025 and April 30, 2025, the accrued interest payable was $499,967 and $421,368, respectively.

 

NOTE 10 – LEASES

 

In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranging from 10.96% to 18%. The Company made downpayment 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 six months ended October 31, 2025, 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 October 31, 2025 and April 30, 2025, the finance lease obligations included in current liabilities were $155,258 and $63,027 and finance lease obligations included in non-current liabilities were $292,701 and $126,446, respectively. During the six months ended October 31, 2025 and 2024, repayment on finance lease was $54,362 and $29,059, respectively. During the six months ended October 31, 2025 and 2024, interest expense was $13,754 and $7,630 and depreciation on the right-of-used assets was $74,478 and $24,325, respectively.

 

As of October 31, 2025 and April 30, 2025, the Company had the following lease obligations:

 

 

 

Discount

Rate

 

Maturity

 

October 31,

2025

 

 

April 30,

2025

 

Current

 

2.27% - 10.51%

 

March 2027 - July 2029

 

$155,258

 

 

$63,027

 

Non-current

 

2.27% - 10.51%

 

March 2027 - July 2029

 

 

292,701

 

 

 

126,446

 

 

 

 

 

 

 

$447,959

 

 

$189,473

 

 

Balance - April 30, 2024

 

$189,896

 

Lease liability additions

 

 

49,192

 

Repayment of Lease liability

 

 

(66,097)

Imputed interest

 

 

16,482

 

Balance - April 30, 2025

 

$189,472

 

Lease liability additions

 

 

299,095

 

Repayment of Lease liability

 

 

(54,362)

Imputed interest

 

 

13,754

 

Balance - October 31, 2025

 

$447,959

 

 

 
20

Table of Contents

 

 

The following table summarizes the maturity of our lease liabilities as of October 31, 2025:

 

Year Ended April 30,

 

 

 

2026 (excluding six months ended October 31, 2025)

 

$88,609

 

2027

 

 

174,347

 

2028

 

 

134,782

 

Thereafter

 

 

74,395

 

Total lease payments

 

 

472,133

 

Less: imputed interest

 

 

(24,174)

Lease liabilities

 

$447,959

 

 

As of October 31, 2025, the Company has right-of-use assets as follows:

 

Balance - April 30, 2024

 

$209,317

 

Additions

 

 

52,593

 

Depreciation

 

 

(55,879)

Balance - April 30, 2025

 

$206,031

 

Additions

 

 

316,095

 

Depreciation

 

 

(74,478)

Balance - October 31, 2025

 

$447,648

 

 

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 April 30, 2025, 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 10)

 

NOTE 12 - SUBSEQUENT EVENTS

 

Subsequent to October 31, 2025 and through the date that these financials were issued, the Company had the following subsequent events:

 

On November 3, 2025, the Company issued 232,810 shares of common stock for repayment of a promissory note.

 

On November 19, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $100,000 Promissory Note. The note matures November 19, 2026, and accrues interest at 16%.

 

On November 24, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $24,000 Promissory Note. The note matures November 19, 2026, and accrues interest at 10%.

 

 
21

Table of Contents

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we, “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

 

General Overview

 

GPO Plus (GPOX) is a product development, manufacturing, and distribution company which offers a diverse portfolio of high-quality innovative products sold directly to consumers and retailers. Our business is organized around four key areas: products (developing and manufacturing), distribution (getting our products to customers), marketing (promoting our products), and sales (selling our products to consumers and retailers). Our goal is to expand our product line and distribution reach to meet market demand and the needs of our customers. Our business is organized around four key areas:

 

 

·

Products (developing and manufacturing unique products)

 

 

 

 

·

Distribution (getting our products to customers through Direct to store Delivery “DSD” and independent sales organizations “ISO’s”)

 

 

 

 

·

Branding (promoting our Products and our Company)

 

 

 

 

·

Sales (a technology and data-driven approach)

 

We recently successfully deployed our new “White Glove” Direct to Store (“DSD”) service. This new service includes new point of sale displays for our flagship brand “The Feel-Good Shop+” and “Mr. Vapor.” Implement the new DSD service program GPOX created “Mini Hubs” supported by a Regional Distribution Hub in Lubbock, Texas.

 

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.

 

 
22

Table of Contents

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended October 31, 2025 and 2024, and the six months ended October 31, 2025 and 2024 which are included herein.

 

Three Months Ended October 31, 2025 Compared to the Three Months October 31, 2024

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

October 31,

 

 

 

 

 

 

 

 

2025

 

 

2024

 

 

Changes

 

 

%

 

Revenues

 

$1,569,108

 

 

$1,189,151

 

 

$379,957

 

 

 

32%

Cost of revenue

 

 

(1,197,965)

 

 

(963,675)

 

 

234,290

 

 

 

24%

Gross Profit

 

 

371,143

 

 

 

225,476

 

 

 

145,667

 

 

 

65%

Operating Expenses

 

 

(865,845)

 

 

(726,624)

 

 

139,221

 

 

 

19%

Loss from Operations

 

 

(494,702)

 

 

(501,148)

 

 

(6,446)

 

 

(1)%

Other Expenses

 

 

(86,005)

 

 

(84,146)

 

 

1,859

 

 

 

2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(580,707)

 

$(585,294)

 

$(4,587)

 

 

(1)%

 

Revenues

 

We had revenues of $1,569,108 from operations during the three months October 31, 2025, as compared to $1,189,151 of revenues during the three months ended October 31, 2024. The increase in revenue is attributed to an increase in the availability of inventory during the three months ended October 31, 2025.

 

Net Loss

 

Our unaudited financial statements report a net loss of $580,707 for the three months ended October 31, 2025, compared to a net loss of $585,294 for the three months ended October 31, 2024. The decrease in net loss was due to an increase in gross profit.

 

Expenses

 

Our operating expenses for the three months ended October 31, 2025 were $865,845 compared to $726,624 for the three months ended October 31, 2024. Operating expenses for the three months ended October 31, 2025 consisted of $622,196 in general and administrative, $183,996 in professional fees, $5,250 in professional fees – related parties and $54,403 in management fees and salaries – related parties. Operating expenses for the three months ended October 31, 2024, consisted of $435,328 in general and administrative, $192,451 in professional fees, $5,735 in professional fees – related parties and $93,110 in management fees and salaries – related parties. The increase in operating expenses during the three months ended October 31, 2025 was mainly due to the increase in general and administrative, including the increase in digital marketing, delivery and fleet, software fees and warehouse expense and payroll expense.

 

Our other expenses for the three months ended October 31, 2025 were $86,005 compared to $84,146 for the three months ended October 31, 2024. During the three months ended October 31, 2025 and 2024, the Company incurred interest expenses from loans of $33,485 and $66,002, interest expense from finance leases of $7,942 and $3,698 and debt discount amortization of $44,578 and $14,446, respectively.

 

 
23

Table of Contents

 

Six Months Ended October 31, 2025 Compared to the Six Months October 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

October 31,

 

 

 

 

 

 

 

2025

 

 

2024

 

 

Changes

 

 

%

 

Revenues

 

$2,871,280

 

 

$2,396,892

 

 

$474,388

 

 

 

20%

Cost of revenue

 

 

(2,123,839)

 

 

(1,909,669)

 

 

(214,170)

 

 

11%

Gross Profit

 

 

747,441

 

 

 

487,223

 

 

 

260,218

 

 

 

53%

Operating Expenses

 

 

(1,665,993)

 

 

(1,473,573)

 

 

(192,420)

 

 

13%

Loss from Operations

 

 

(918,552)

 

 

(986,350)

 

 

67,798

 

 

 

(7)%

Other Expenses

 

 

(356,998)

 

 

(185,653)

 

 

(171,345)

 

 

92%

Net Loss

 

$(1,275,550)

 

$(1,172,003)

 

$(103,547)

 

 

9%

 

Revenues

 

We had revenues of $2,871,280 from operations during the six months October 31, 2025, as compared to $2,396,892 of revenues during the six months ended October 31, 2024. The increase in revenue is attributed to an increase in the availability of inventory during the six months ended October 31, 2025.

 

Net Loss

 

Our unaudited financial statements report a net loss of $1,275,550 for the six months ended October 31, 2025, compared to a net loss of $1,172,003 for the six months ended October 31, 2024. The increase in net loss was due to an increase in operating expenses and other expenses.

 

Expenses

 

Our operating expenses for the six months ended October 31, 2025 were $1,665,993 compared to $1,473,573 for the six months ended October 31, 2024. Operating expenses for the six months ended October 31, 2025 consisted of $1,163,485 in general and administrative, $374,785 in professional fees, $14,038 in professional fees – related parties and 113,685 in management fees and salaries – relates parties. Operating expenses for the six months ended October 31, 2024, consisted of $901.307 in general and administrative, $382,573 in professional fees, $13,043 in professional fees – related parties and 176,650 in management fees and salaries – relates parties. The increase in operating expenses during the six months ended October 31, 2025 was mainly due to an increase in general and administration and an increase in management fees and salaries – related parties. The increase in general and administration expense incurred during six months ended October 31, 2025 was due to including the increase in digital marketing, delivery and fleet, software fees and warehouse expense and payroll expense.  The increase in management fees and salaries- related parties was mainly due to the increase in stock-based compensation of $14,038 for common stock award to related parties, as compared to stock-based compensation of $13,043 for common stock award to related parties during the six months ended October 31, 2024. Stock-based compensation was recorded under professional fees in the statements of operations.

 

Our other expenses for the six months ended October 31, 2025 were $356,998 compared to $185,653 for the six months ended October 31, 2024. During the six months ended October 31, 2025 and 2024, the Company incurred interest expenses from loans of $263,745 and $137,559, interest expense from finance leases of $13,903 and $7,630 and debt discount amortization of $79,350 and $40,464, respectively.

 

Liquidity and Financial Condition

 

 

 

 

 

 

Working Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 31,

2025

 

 

April 30,

2025

 

 

 

 

 

 

 

 

Current Assets

 

$265,563

 

 

$478,225

 

Current Liabilities

 

$6,137,582

 

 

$6,035,191

 

Working Capital (Deficiency)

 

$(5,872,019)

 

$(5,556,966)

 

 
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Our total current assets as of October 31, 2025 were $265,563 as compared to total current assets of $478,225 as of April 30, 2025, due to the decrease in cash. Our total current liabilities as of October 31, 2025 were $6,137,582 as compared to total current liabilities of $6,035,191 as of April 30, 2025, due primarily to the increase in promissory note payable, finance lease liabilities, stock payable – related parties and deposits.

 

Our working capital deficit on October 31, 2025 was $5,872,019 as compared to working capital deficit of $5,556,966 as of April 30, 2025, due to the factors noted above.

 

Cash Flows

 

 

 

 

 

 

 

Six Months Ended

October 31,

 

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Cash Flows used in Operating Activities

 

$(774,986)

 

$(410,619)

Cash Flows used in Investing Activities

 

 

-

 

 

 

(67,874)

Cash Flows provided by Financing Activities

 

 

476,638

 

 

 

425,441

 

 

 

 

 

 

 

 

 

 

Net decrease in cash during period

 

$(298,348)

 

$(53,052)

Operating Activities

 

 

 

 

 

 

 

 

 

Net cash used in operating activities was $774,986 for the six months ended October 31, 2025, compared with $410,619 net cash used in operating activities during the same period in 2024.

 

During the six months ended October 31, 2025, net cash used in operating activities was attributed to net loss of $1,275,550 decreased by stock-based compensation of $150,804, loss from trade in of automobile of $1,499, non-cash interest expense for convertible note conversion of $171,355, non-cash interest expense for promissory note inducement of $36,053 , stock payable for lease expense of $15,000,  depreciation of furniture and equipment of $18,208, depreciation of right-of-use assets of $74,478, amortization of intangible assets of $5,254, amortization of promissory note discount of $79,350 and interest expense on finance lease of $13,754, and was increased by reversal of non-cash interest expense for promissory note extension of $13,400 and  a net change in operating assets and liabilities of $51,791.

  

During the six months ended October 31, 2024, net cash used in operating activities was attributed to net loss of $1,172,003 decreased by stock-based compensation of $36,583, stock payable for lease expense of $15,000, stock payable for interest expense for promissory notes $32,908, depreciation of furniture and equipment of $25,446, depreciation of right-of-use assets of $24,325, amortization of intangible assets of $14,259, amortization of promissory note discount of $40,464 and interest expense on finance lease of $7,630 and a net change in operating assets and liabilities of $564,769.

 

Investing Activities

 

During the six months ended October 31, 2025 and 2024, we used $0 and $67,874, respectively, in investing activities.

 

During the six months ended October 31, 2025, the Company acquired no automobiles for $0.

 

During the six months ended October 31, 2024, the Company acquired an automobile of $67,874.

 

Financing Activities

 

During the six months ended October 31, 2025, net cash from financing activities was $476,638 compared to $425,441 during the same period in 2024. Cash flows from financing activities during the six months ended October 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $575,000 offset by repayment for finance leases of $54,362 and repayment of promissory notes of $44,000. Proceeds from financing activities during the six months ended October 31, 2024, were derived from proceeds from issuance of promissory notes totaling $245,000 and issuance of series C preferred shares totaling $420,000 offset by repayment for finance leases of $29,059, repayment of promissory notes of $60,500 and repayment from the return of series C preferred shares 150,000.

 

Going Concern

 

As of October 31, 2025, we had cash on hand of $37,901. We generated revenues of $2,871,280 and gross profit of $747,441 during the six months ended October 31, 2025, but incurred net loss of $1,275,550 during the period and a cumulative net loss of $45,050,916 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

 

 
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Table of Contents

 

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.

 

Contractual Obligations

 

Not required for smaller reporting companies

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of October 31, 2025. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of October 31, 2025.

 

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.

 

 
26

Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

As of the date of this Quarterly Report, we are not involved in any pending legal proceedings or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company,” we are not required to provide the information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the three months ended October 31, 2025, the Company issued 806,250 shares of common stock as loan inducements for promissory notes.

 

During the three months ended October 31, 2025, the Company issued 215,100 of common stock for the repayment of aggregate principal amount of a promissory note at $15,000.

 

On November 3, 2025, the Company issued 232,810 shares of common stock for repayment of a promissory note.

 

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 October 31, 2025, 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.

 

 

27

Table of Contents

 

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

 

 
28

Table of Contents

 

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: December 08, 2025By:/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)

 

 

 

 

29

 

Source: View Original Filing on SEC EDGAR

FAQ

How did GPO Plus (GPOX) perform financially in the quarter ended October 31, 2025?

For the quarter ended October 31, 2025, GPO Plus generated revenues of $1,569,108 versus $1,189,151 a year earlier. Despite the revenue growth, it reported a quarterly net loss of $580,707, similar to the prior year’s loss of $585,294, reflecting that higher sales have not yet offset operating and interest expenses.

What were GPO Plus (GPOX) revenues and net loss for the six months ended October 31, 2025?

Over the six months ended October 31, 2025, revenues were $2,871,280, up from $2,396,892 in the prior-year period. Gross profit increased to $747,441, but net loss remained sizeable at $1,275,550, compared with $1,172,003 a year earlier.

What is the liquidity position of GPO Plus as of October 31, 2025?

As of October 31, 2025, GPO Plus reported cash of $37,901, down from $336,249 at April 30, 2025. Total current assets were $265,563, while current liabilities totaled $6,137,582, indicating a significant working capital deficit.

Does GPO Plus (GPOX) have a going-concern warning?

Yes. The company discloses in its going-concern note that it has not established revenue sufficient to cover operating costs, has a cumulative deficit of $45,050,916, and that these conditions raise “substantial doubt” about its ability to continue as a going concern without additional capital.

How leveraged is GPO Plus and what is its stockholders’ equity position?

As of October 31, 2025, total liabilities were $6,430,283, including $3,121,703 of promissory notes payable (net). Stockholders’ deficit was $7,568,967, driven by an accumulated deficit of $45,050,916 despite additional paid-in capital of $37,473,252.

How concentrated are GPO Plus (GPOX) revenues and accounts receivable?

During the six months ended October 31, 2025, one customer contributed 82% of total sales. As of the same date, a single customer represented 65% of accounts receivable, highlighting a significant dependence on a key customer.

How many GPO Plus common shares were outstanding in late 2025?

GPO Plus reported 85,844,272 common shares issued and outstanding as of October 31, 2025, and 86,192,082 common shares issued and outstanding as of December 5, 2025, reflecting ongoing share issuances for financing and services.

Gpo Plus Inc

OTC:GPOX

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GPOX Latest SEC Filings

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[10-Q] GPO Plus, Inc. Quarterly Earnings Report
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[NT 10-Q] GPO Plus, Inc. SEC Filing

GPOX Stock Data

5.65M
72.97M
Packaged Foods
Consumer Defensive
Link
United States
Las Vegas