U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: July 31, 2026
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File Number: 333-213744
GPO PLUS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 37-1817132 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120
(Address of principal executive offices)
(855)935-9111
(Registrant’s telephone number, including area code)
_____________________________________________________________
Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
126,807,790 common shares issued and outstanding as of October 27, 2026.
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.
A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on September 11, 2025 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.
Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
GPO PLUS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
July 31, | April 30, | |||||||
2026 | 2026 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 56,210 | $ | 7,506 | ||||
Prepaid expenses | 26,094 | 33,899 | ||||||
Inventory, net | 46,751 | 32,801 | ||||||
Total Current Assets | 129,055 | 74,206 | ||||||
Finance lease right-of-use assets, net | 326,374 | 367,425 | ||||||
Property and equipment, net | 54,255 | 55,229 | ||||||
TOTAL ASSETS | $ | 509,684 | $ | 496,860 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 1,015,542 | 1,034,205 | ||||||
Accrued interest | 739,968 | 551,996 | ||||||
Accrued liabilities - related parties | 382,750 | 404,389 | ||||||
Promissory note payable, net of debt discount of $95,258 and $50,279, respectively | 4,011,616 | 3,747,081 | ||||||
Finance lease liabilities | 221,902 | 207,147 | ||||||
Stock payable - related parties | 49,839 | 36,558 | ||||||
Stock payable | 861,654 | 718,171 | ||||||
Total Current Liabilities | 7,283,271 | 6,699,547 | ||||||
Finance lease liabilities - non-current | 164,385 | 196,552 | ||||||
Total Liabilities | 7,447,656 | 6,896,099 | ||||||
Commitments and Contingencies (Note 11) | - | - | ||||||
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 shares issued and outstanding | 167,154 | 167,154 | ||||||
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding | 1,750,000 | 1,750,000 | ||||||
Stockholders' Deficit: | ||||||||
Series A Preferred Shares, $0.0001 par value, 50,000,000 shares designated; 1,000,000 shares issued and outstanding | 100 | 100 | ||||||
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 146.5 shares issued and outstanding | - | - | ||||||
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding | 12 | 12 | ||||||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 96,658,765 shares and 91,190,126 shares issued and outstanding issued and outstanding, respectively | 9,667 | 9,120 | ||||||
Additional paid in capital | 38,116,066 | 37,870,631 | ||||||
Accumulated deficit | (46,980,971 | ) | (46,196,256 | ) | ||||
Total Stockholders' Deficit | (8,855,126 | ) | (8,316,393 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 509,684 | $ | 496,860 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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GPO PLUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended | ||||||||
July 31, | ||||||||
2026 | 2025 | |||||||
Revenue | $ | 1,295,507 | $ | 1,302,172 | ||||
Cost of revenue | 997,344 | 925,874 | ||||||
Gross Profit | 298,163 | 376,298 | ||||||
Operating Expense | ||||||||
General and administrative | 518,697 | 541,289 | ||||||
Professional fees (including stock-based compensation of $121,099 and $85,225, respectively) | 199,103 | 190,789 | ||||||
Professional fees - related parties (including stock-based compensation of $13,281 and $8,788, respectively) | 13,281 | 8,788 | ||||||
Management fees and salaries - related parties | 35,367 | 59,282 | ||||||
Total Operating Expense | 766,448 | 800,148 | ||||||
Loss from operations | (468,285 | ) | (423,850 | ) | ||||
Other Income (Expense) | ||||||||
Other income | 270 | - | ||||||
Other expense | - | (1,499 | ) | |||||
Interest expense | (316,700 | ) | (269,494 | ) | ||||
Total Other Expense | (316,430 | ) | (270,993 | ) | ||||
Net Loss | $ | (784,715 | ) | $ | (694,843 | ) | ||
Net Loss Per Common Share: Basic and Diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted Average Number of Common Shares Outstanding: Basic and Diluted | 93,507,952 | 81,776,257 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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GPO PLUS, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JULY 31, 2026, AND 2025
(Unaudited)
Three Months Ended July 31, 2026
Stockholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Founders Series A Non-Voting Redeemable Preferred Stock | Series A Non-Voting Redeemable Preferred Stock | Series A Convertible Preferred Shares | Series C Preferred Shares | Founders Class A Common stock | Common stock | Subscription | Additional Paid In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance, April 30, 2026 | 21,250 | $ | 167,154 | 175,000 | $ | 1,750,000 | 1,000,000 | $ | 100 | 147 | $ | - | 115,000 | $ | 12 | 91,190,126 | $ | 9,120 | $ | - | $ | 37,870,631 | $ | (46,196,256 | ) | $ | (8,316,393 | ) | ||||||||||||||||||||||||||||||||||||
Issuance of common stock for loan inducement | - | - | - | - | - | - | - | - | - | - | 500,000 | 50 | - | 30,010 | - | 30,060 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for promissory note repayment | - | - | - | - | - | - | - | - | - | - | 4,968,639 | 497 | - | 215,425 | - | 215,922 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (784,715 | ) | (784,715 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Balance, July 31, 2026 | 21,250 | $ | 167,154 | 175,000 | $ | 1,750,000 | 1,000,000 | $ | 100 | 147 | $ | - | 115,000 | $ | 12 | 96,658,765 | $ | 9,667 | $ | - | $ | 38,116,066 | $ | (46,980,971 | ) | $ | (8,855,126 | ) | ||||||||||||||||||||||||||||||||||||
Three Months Ended July 31, 2025
Stockholders' Deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Founders Series A Non-Voting Redeemable Preferred Stock | Series A Non-Voting Redeemable Preferred Stock | Series A Convertible Preferred Shares | Series C Preferred Shares | Founders Class A Common stock | Common stock | Subscription | Additional Paid In | Accumulated | Total Stockholders' | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Receivable | Capital | Deficit | Deficit | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance, April 30, 2025 | 21,250 | $ | 167,154 | 175,000 | $ | 1,750,000 | 1,000,000 | $ | 100 | 147 | $ | - | 115,000 | $ | 12 | 76,657,368 | $ | 7,665 | $ | - | $ | 36,475,275 | $ | (43,775,366 | ) | $ | (7,292,313 | ) | ||||||||||||||||||||||||||||||||||||
Issuance of common stock for loan inducement | - | - | - | - | - | - | - | - | - | - | 538,500 | 54 | - | 31,008 | - | 31,062 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for loan extension | - | - | - | - | - | - | - | - | - | - | 1,859,429 | 186 | - | 248,977 | - | 249,163 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for promissory note repayment | - | - | - | - | - | - | - | - | - | - | 600,000 | 60 | - | 59,940 | - | 60,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for note conversion | - | - | - | - | - | - | - | - | - | - | 2,827,959 | 283 | - | 282,516 | - | 282,799 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for services | - | - | - | - | - | - | - | - | - | - | 2,200,000 | 220 | - | 295,530 | - | 295,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (694,843 | ) | (694,843 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Balance, July 31, 2025 | 21,250 | $ | 167,154 | 175,000 | $ | 1,750,000 | 1,000,000 | $ | 100 | 147 | $ | - | 115,000 | $ | 12 | 84,683,256 | $ | 8,468 | $ | - | $ | 37,393,246 | $ | (44,470,209 | ) | $ | (7,068,383 | ) | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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GPO PLUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended | ||||||||
July 31, | ||||||||
2026 | 2025 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (784,715 | ) | $ | (694,843 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock-based compensation for services | 121,099 | 85,225 | ||||||
Stock-based compensation for services - related parties | 13,281 | 8,788 | ||||||
Loss from trade in of automobile | - | 1,499 | ||||||
Non-cash interest expense for convertible note conversion | - | 171,355 | ||||||
Non-cash interest expense for promissory note inducement | - | 23,150 | ||||||
Stock payable for lease expense | 8,955 | 7,500 | ||||||
Stock payable for promissory note extension | 4,957 | - | ||||||
Depreciation of furniture and equipment | 974 | 9,152 | ||||||
Depreciation of right-of-use-assets | 41,050 | 35,279 | ||||||
Amortization of intangible assets | - | 5,254 | ||||||
Amortization of promissory note discount | 44,950 | 34,772 | ||||||
Interest expense on finance lease | 5,181 | 5,812 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | - | 1,030 | ||||||
Prepaid expenses | 7,805 | (54,427 | ) | |||||
Inventory | (13,950 | ) | 271 | |||||
Accounts payable and accrued liabilities | (18,660 | ) | (100,701 | ) | ||||
Accrued interest | 231,909 | 32,478 | ||||||
Accrued liabilities - related parties | (21,639 | ) | (9,200 | ) | ||||
Deposit | - | 3,372 | ||||||
Net cash used in Operating Activities | (358,803 | ) | (434,234 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Net cash used in Investing Activities | - | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Repayment for finance leases | (22,593 | ) | (25,380 | ) | ||||
Proceeds from issuance of promissory notes | 430,100 | 261,500 | ||||||
Net cash provided by Financing Activities | 407,507 | 236,120 | ||||||
Net change in cash for period | 48,704 | (198,114 | ) | |||||
Cash at beginning of period | 7,506 | 336,249 | ||||||
Cash at end of period | $ | 56,210 | $ | 138,135 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Cash paid for income taxes | $ | - | $ | - | ||||
Cash paid for interest | $ | 3,350 | $ | 1,350 | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Recognition of finance lease right-of-use assets | $ | - | $ | 316,094 | ||||
Stock payable for promissory note inducement | $ | 8,471 | $ | - | ||||
Issuance of common stock for note inducement | $ | 30,060 | $ | - | ||||
Issuance of common stock for note extension | $ | - | $ | 249,163 | ||||
Issuance of common stock for repayment of promissory notes | $ | 215,922 | $ | 60,000 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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GPO PLUS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED JULY 31, 2026 AND 2025
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.
On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.
On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc
Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 8.23%, and Mr. Chen no longer holds any equity interest in the Company.
GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of July 31, 2026, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $46,980,971. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the year ending April 30, 2027. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2026 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2026, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 11, 2026.
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Use of Estimates
Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
As of July 31, 2026 and April 30, 2026, the Company had cash of $56,210 and $7,506 respectively.
Accounts Receivable
Accounts receivables are recorded in accordance with ASC 310, “Receivables,” at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on the management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.
Prepaid Expense
Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.
July 31, | April 30, | |||||||
2026 | 2026 | |||||||
Security Deposit for office and warehouse | $ | 20,250 | $ | 20,250 | ||||
Prepayment for interest on promissory notes | 5,844 | 13,649 | ||||||
Total | $ | 26,094 | $ | 33,899 | ||||
Inventory
Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.
As of July 31, 2026 and April 30, 2026, the Company recorded inventory reserve of $3,519 and $2,469 for slow moving or obsolete inventory.
As of July 31, 2026 and April 30, 2026, the Company had finished goods inventory, net of inventory reserve of $46,751 and $32,801, respectively.
July 31, 2026 | April 30, 2026 | |||||||
Nutriumph® | $ | 9,299 | $ | 8,648 | ||||
Distro | 37,452 | 24,153 | ||||||
| $ | 46,751 | $ | 32,801 | |||||
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Intangible Assets
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Long-Lived Assets
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Property, Plant and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Furniture and Equipment | 3-5 years |
Computer Equipment | 2 years |
Automobile | 5 years |
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.
The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During year ended April 30, 2026, and 2025, no impairment losses have been identified.
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Revenue Recognition
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers - The invoice has been generated and provided to the customer.
Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.
Step 3: Determine the transaction price - The transaction price has been identified in the invoice.
Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.
Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the performance obligation. The risk of loss passed to the customers at the point of shipment.
During the three months ended July 31, 2026 and 2025, the Company recognized $1,295,507 and $1,302,172 of revenues and incurred cost of revenue of $997,344 and $925,874 and generated gross profit of $298,163 and $376,298 during the three months ended July 31, 2026, and 2025, respectively. In regard to the sales that occurred during the three months ended July 31, 2026 and 2025, there are no unfulfilled obligations related to the merchandise and product sales.
During the three months ended July 31, 2026, the Company has one customer who contributed over 10% of total sales at 99%.
During the three months ended July 31, 2025, the Company has two customers who contributed over 10% of total sales at 88% and 11%.
Accounts payable and accrued liabilities.
Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of July 31, 2026 and April 30, 2026, accounts payable and accrued liabilities were $1,015,541 and $1,034,205, comprised of trade payable of $963,556 and $982,121 and payroll liabilities of $57,766 and $52,084, respectively.
Leases
We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:
• | A transferal of ownership of an asset to the lessee at the end of the term of the initial lease | |
• | The lessee is certain that they will exercise a purchase option at the end of the term of the lease | |
• | The leased asset has no alternative use to the lessor at the end of the lease | |
• | The lease term is a major part of the economic life (75%) of the underlying asset | |
• | The present value of lease payments is substantially all of the fair value of the leased asset (90%) |
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Operating leases
Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.
Finance lease
Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.
Fair Value Measurement
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 – | quoted prices in active markets for identical assets or liabilities |
Level 2 – | quoted prices for similar assets and liabilities in active markets or inputs that are observable |
Level 3 – | inputs that are unobservable (for example cash flow modelling inputs based on assumptions) |
None of the financial instruments are measured at fair value on a recurring basis.
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Related Party Balances and Transactions
The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)
Convertible Financial Instruments
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.
When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.
Share-Based Compensation
The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.
During the three months ended July 31, 2026, and 2025, the Company recorded $134,380 stock-based compensation expense and $94,013 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional fees - related parties in the statements of operation.
Three Months Ended | ||||||||
July 31, | ||||||||
2026 | 2025 | |||||||
Common stock award to consultants | $ | 121,099 | $ | 85,225 | ||||
Common stock award to management and executives - related parties | 13,281 | 8,788 | ||||||
| $ | 134,380 | $ | 94,013 | |||||
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.
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For the three months ended July 31, 2026 and 2025, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.
July 31, | July 31, | |||||||
2026 | 2025 | |||||||
(Shares) | (Shares) | |||||||
Series A Preferred Shares | 1,000,000 | 1,000,000 | ||||||
Warrants | - | 168,000 | ||||||
Common Stock Payable | 8,578,637 | 1,617,774 | ||||||
| 9,578,637 | 2,785,774 | |||||||
The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2026 and 2025, that are convertible into shares of common stock at a one-for-one rate. (Note 6)
As of July 31, 2026 and 2025, the outstanding warrants issued in connection with these convertible notes were 0 and 168,000, respectively. (Note 6)
As of July 31, 2026 and 2025, the Company had stock payable of $581,491 and $503,801 for outstanding 8,578,637 shares and 1,617,774 shares of common stock, respectively. (Note 6)
Net loss per share for each class of common stock is as follows:
Three Months Ended | ||||||||
July 31, | ||||||||
2026 | 2025 | |||||||
Net loss per share, basic diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||
Net loss per common shares outstanding: | ||||||||
Founders Class A Common stock | $ | (6.82 | ) | $ | (6.04 | ) | ||
Ordinary Common stock | $ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted average shares outstanding: | ||||||||
Founders Class A Common stock | 115,000 | 115,000 | ||||||
Ordinary Common stock | 93,392,952 | 81,661,257 | ||||||
Total weighted average shares outstanding | 93,507,952 | 81,776,257 | ||||||
Recently Issued Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
Recent Adopted Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures of certain income statement expenses. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, either prospectively or retrospectively.
In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments – Credit Losses” (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the potential impact of adopting ASU 2025-05 on our consolidated financial statements and disclosures.
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In December 2025, the FASB issued ASU No.2025-11- “Interim Reporting” (Topic270): “Narrow-Scope Improvements” which is designed to improve the navigability of interim reporting guidance and clarify its applicability without fundamentally changing the nature of interim reporting. In introduces a principle requiring entities to disclose events or changes since the last annual reporting period that have a material impact on the entity. The new guidance is effective for annual reporting periods beginning December 15, 2027. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025-12 “Codification Improvements”. This ASU represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted.
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.
NOTE 4 – ASSETS PURCHASE
On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553.
The inventory acquired is Nutriumph Products for resale purposes. These inventory items have been sold during the year ended April 30, 2023.
The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $0 and $5,254 for the three months ended July 31, 2026 and 2025, recorded as general and administrative expenses. Through July 31 2026, the intangible assets were fully amortized. As of July 31, 2026 and April 30, 2026, the intangible assets were $0 and $0, respectively.
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NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment as of July 31, 2026 and April 30, 2026, are summarized as follows:
Cost | Furniture and Equipment | Computer Equipment | Automobile | Total | ||||||||||||
April 30, 2025 | $ | 72,504 | $ | 9,215 | $ | 95,874 | $ | 177,593 | ||||||||
Disposal | - | - | (16,874 | ) | (16,874 | ) | ||||||||||
April 30, 2026 | $ | 72,504 | $ | 9,215 | $ | 79,000 | $ | 160,719 | ||||||||
July 31, 2026 | $ | 72,504 | $ | 9,215 | $ | 79,000 | $ | 160,719 | ||||||||
Accumulated Depreciation | Furniture and Equipment | Computer Equipment | Automobile | Total | ||||||||||||
April 30, 2025 | $ | 49,299 | $ | 9,215 | $ | 22,111 | $ | 80,625 | ||||||||
Additions | 16,390 | - | 11,850 | 28,240 | ||||||||||||
Disposal | - | - | (3,375 | ) | (3,375 | ) | ||||||||||
April 30, 2026 | $ | 65,689 | $ | 9,215 | $ | 30,586 | $ | 105,490 | ||||||||
Additions | 974 | - | - | 974 | ||||||||||||
July 31, 2026 | $ | 66,663 | $ | 9,215 | $ | 30,586 | $ | 106,464 | ||||||||
Net book value | Furniture and Equipment | Computer Equipment | Automobile | Total | ||||||||||||
April 30, 2026 | $ | 6,815 | $ | - | $ | 48,414 | $ | 55,229 | ||||||||
July 31, 2026 | $ | 5,841 | $ | - | $ | 48,414 | $ | 54,255 | ||||||||
During the three months ended July 31, 2025, the Company traded in an automobile at net amount of $10,521 as trade-in credit valued $12,000 as initial downpayment for two leased vehicles. (Note 10)
As of July 31, 2026 and April 30, 2026, Property and Equipment were $54,255 and $55,229, respectively. Depreciation expenses of $974 and $9,152 were incurred during the three months ended July 31, 2026 and 2025, respectively.
NOTE 6 - CAPITAL STOCK
Share Capital
On April 24, 2026, the Company increased the authorized share capital from 90,000,000 shares to 250,000,000, and preferred shares from 1,000,000 to 50,000,000 shares to consisting of the following:
• | 250,000,000 shares of ordinary common stock | |
• | 10,000,000 shares of founders’ class A common stock | |
• | 50,000,000 shares of blank check common stock | |
• | 500,000 shares of founders’ series A non-voting redeemable preferred stock | |
• | 49,500,000 shares of blank check preferred stock (including 200 shares of Series C Preferred Stock subsequent designated on December 18, 2023) |
Equity Compensation Plans
On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2022 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.
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Equity Compensation Plan Information
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (1) | |||||||||
Equity compensation plans approved by security holders | 1,867,122 | |||||||||||
| - | N/A | common shares | ||||||||||
(1) | On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in a $53,892.96 expense and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares. |
Ordinary Common Stock
Three months ended July 31, 2026
During the three months ended July 31, 2026, the Company issued 500,000 shares of common stock as loan inducements for promissory notes.
During the three months ended July 31, 2026, the Company issued 4,968,639 of common stock for the repayment of aggregate principal amount of promissory notes at $171,986 and accrued interest of $43,936.
Three months ended July 31, 2025
During the three months ended July 31, 2025, the Company issued 538,500 shares of common stock as loan inducements for promissory notes.
During the three months ended July 31, 2025, the Company issued 1,859,429 shares of common stock for term extension of three promissory notes.
During the three months ended July 31, 2025, the Company issued 600,000 shares of common stock for the repayment of principal amount of $60,000.
During the three months ended July 31, 2025, the Company issued 12,827,959 shares of common stock for the conversion of convertible notes for principal amount of $28,000 and accrued interest of $83,444.
During the three months ended July 31, 2025, the Company issued 2,200,000 shares of common stock to non-affiliated consultants at $295,750 for services.
As of July 31, 2026 and April 30, 2026, the issued and outstanding ordinary common stock was 96,773,765 share and 91,190,126 shares, respectively.
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Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock
During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.
The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.
During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred stock of $57,751.
As of July 31, 2026 and April 30, 2026, the Company had 115,000 shares of founders’ class A common stock and 21,250 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.
Series A Convertible Preferred Stock
The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.
On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50.
On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per share for consideration of $50.
As of July 31, 2026 and April 30, 2026, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.
Series A Non-Voting Redeemable Preferred Stock
On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)
The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.
As of July 31, 2026 and April 30, 2026, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding.
Series C Preferred Stock
The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share.
During the year ended April 30, 2026, there were no transactions for series C preferred stock.
During the year ended April 30, 2025, the Company issued 59 shares of series C preferred stock for cash proceeds of $590,000.
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During the year ended April 30, 2025, the Company refunded $150,000 to investors for the return of 15 shares of series C preferred stock originally issued from March to June 2024.
As of July 31, 2026 and April 30, 2026,, the issued and outstanding shares of series C preferred stock were 148.5 shares and 104.5 shares, respectively.
Warrants
On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)
On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8)
During the year ended April 30, 2025, all the 168,000 stock purchase warrants expired.
As of July 31, 2026 and April 30, 2026, there were no outstanding warrants.
Stock Payable
As of July 31, 2026, and April 30, 2026, the Company had stock payable of $911,493 and $754,729 for outstanding 330 shares and 330 shares of Preferred C shares at $330,000 and $330,000, outstanding 8,578,637 and 4,772,959 common shares, comprised of stock payable of $49,839 and $36,558 for outstanding 685,000 and 372,500 common shares to related parties and stock payable of $531,652 and $388,171 for outstanding 7,893,637 and 4,400,459 common shares to non-affiliates, respectively. As of July 31, 2026, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded under current liabilities in the Balance Sheets.
During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $13,281 and $8,788 for outstanding 312,500 and 92,500 common shares to executives and senior management. (Note 7)
During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $121,099 and $57,475 for outstanding 2,949,857 and 605,000 common shares to consultants and employees.
During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $8,955 and $7,500 for outstanding 223,880 and 78,947 common shares for office rent.
During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $8,471 and $0 for outstanding 220,000 and 0 common shares for loan inducement on promissory note.
During the three months ended July 31, 2026 and 2025, the Company recorded stock payable of $4,957 and $0 for outstanding 119,441 and 0 common shares for loan extension on promissory note.
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NOTE 7 - RELATED PARTY TRANSACTIONS
Related party compensation for the three months ended July 31, 2026 and 2025, and shareholding and salary payable as of July 31, 2026, and April 30, 2026, are summarized as below:
Three Months Ended July 31, 2026 | ||||||||||||
Title | Wages Expense | Management/Consulting Fees | Stock Compensation | |||||||||
CEO and CFO | $ | 25,367 | $ | - | $ | 13,281 | ||||||
President – Distro Plus | (5,000 | ) | - | - | ||||||||
Advisor - Affiliate | - | 15,000 | - | |||||||||
| $ | 20,367 | $ | 15,000 | $ | 13,281 | |||||||
Three Months Ended July 31, 2025 | ||||||||||||
Title | Wages Expense | Management/Consulting Fees | Stock Compensation | |||||||||
CEO and CFO | $ | 59,282 | $ | - | $ | 5,938 | ||||||
Advisor - Affiliate | - | 15,000 | - | |||||||||
VP - Distro Plus | - | - | 2,850 | |||||||||
| $ | 59,282 | $ | 15,000 | $ | 8,788 | |||||||
As of July 31, 2026 | ||||||||||||||||||||
Common Stock | Convertible Series A Preferred | Series A non-voting redeemable preferred | Salary/Consulting Fees Payable and | Stock | ||||||||||||||||
Title | (Shares) | (Shares) | (Shares) | Other Payable | Payable | |||||||||||||||
CEO and CFO | 10,125,000 | 500,000 | - | $ | 37,750 | $ | 42,969 | |||||||||||||
Advisor - Affiliate | 6,553,000 | 500,000 | 175,000 | 345,000 | - | |||||||||||||||
President - Distro Plus | 699,806 | - | - | - | - | |||||||||||||||
Operational Manager | 194,652 | - | - | - | - | |||||||||||||||
VP - Distro Plus | 2,575,000 | - | - | - | 6,870 | |||||||||||||||
Director | 1,893,750 | - | - | - | - | |||||||||||||||
| 22,041,208 | 1,000,000 | 175,000 | $ | 382,750 | $ | 49,839 | ||||||||||||||
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As of April 30, 2026 | ||||||||||||||||||||
Common Stock | Convertible Series A Preferred | Series A non-voting redeemable preferred | Salary/Consulting Fees Payable and | Stock | ||||||||||||||||
Title | (Shares) | (Shares) | (Shares) | Other Payable | Payable | |||||||||||||||
CEO and CFO | 10,125,000 | 500,000 | - | $ | 16,708 | $ | 29,688 | |||||||||||||
Advisor - Affiliate | 6,553,000 | 500,000 | 175,000 | 330,000 | - | |||||||||||||||
President - Distro Plus | 699,806 | - | - | 5,000 | - | |||||||||||||||
Operational Manager | 194,652 | - | - | - | - | |||||||||||||||
VP - Distro Plus | 2,575,000 | - | - | - | 6,870 | |||||||||||||||
Director | 1,893,750 | - | - | - | - | |||||||||||||||
| 22,041,208 | 1,000,000 | 175,000 | $ | 351,708 | $ | 36,558 | ||||||||||||||
CEO and CFO
During the three months ended July 31, 2026, and 2025, the Company recorded stock payable of $13,281 and $5,938, respectively. As of July 31, 2026 and April 30, 2026, stock payable was $42,969 and $29,688, respectively.
During the three months ended July 31, 2026, and 2025, the Company incurred management salary expenses of $25,367 and $59,282 to the CEO and CFO, respectively. As of July 31, 2026, and April 30, 2026, the amount due to the CEO and CFO was $37,750 and $16,708, respectively.
Advisor – Affiliate
During the three months ended July 31, 2026, and 2025, the Company incurred consulting fees of $15,000 and $15,000 to the affiliated advisor, respectively. As of July 31, 2026, and April 30, 2026, the total amount due to the affiliated advisor was $345,000 and $330,000, respectively.
President – Distro Plus
As of July 31, 2026 and April 30, 2026, salary payable was $5,000.
VP – Distro Plus
During the three months ended July 31, 2026, and 2025, the Company recorded stock payable to Vice President of $0 and $2,850, respectively. As of July 31, 2026 and April 30, 2026, stock payable was $6,870.
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NOTE 8 - PROMISSORY NOTE PAYABLE
Promissory note payable on July 31, 2026, and April 30, 2026 consists of the following:
July 31, 2026 | April 30, 2026 | |||||||
August 2022 | $ | 30,000 | $ | 30,000 | ||||
September 2022 | 110,000 | 110,000 | ||||||
October 2022 | 165,000 | 165,000 | ||||||
November 2022 | 60,500 | 60,500 | ||||||
January 2023 | 330,000 | 330,000 | ||||||
February 2023 | 4,120 | 34,120 | ||||||
March 2023 | 55,000 | 55,000 | ||||||
May 2023 | 74,800 | 74,800 | ||||||
June 2023 | 62,014 | 77,000 | ||||||
August 2023 | 165,000 | 165,000 | ||||||
September 2023 | 125,000 | 125,000 | ||||||
November 2023 | 130,000 | 130,000 | ||||||
January 2024 | 150,000 | 150,000 | ||||||
February 2024 | 105,000 | 105,000 | ||||||
September 2024 | 99,000 | 99,000 | ||||||
October 2024 | 159,500 | 159,500 | ||||||
January 2025 | - | 33,000 | ||||||
February 2025 | 33,440 | 33,440 | ||||||
March 2025 | 119,295 | 119,295 | ||||||
April 2025 | 264,500 | 324,500 | ||||||
July 2025 | 304,205 | 304,205 | ||||||
August 2025 | 100,000 | 100,000 | ||||||
October 2025 | 235,000 | 235,000 | ||||||
November 2025 | 183,000 | 183,000 | ||||||
December 2025 | 30,000 | 30,000 | ||||||
January 2026 | 131,000 | 165,000 | ||||||
February 2026 | 340,000 | 340,000 | ||||||
March 2026 | 60,000 | 60,000 | ||||||
May 2026 | 231,500 | - | ||||||
June 2026 | 140,000 | - | ||||||
July 2026 | 110,000 | - | ||||||
Total promissory notes payable, gross | 4,106,874 | 3,797,360 | ||||||
Less: Unamortized debt discount | (95,258 | ) | (50,279 | ) | ||||
Total promissory notes | $ | 4,011,616 | $ | 3,747,081 | ||||
The terms of the promissory notes are summarized as follows:
• | Loan Expiry Term of Six Months to One Year | |
• | Weighted Average Remaining Term of 0.70 years | |
• | Annual interest rate of 10%-18% | |
• | Convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. |
During the three months ended July 31, 2026 and 2025, the Company issued promissory notes for aggregate principal amount of $481,500 and $304,205 for proceeds of $430,100 and $261,500, respectively.
During the three months ended July 31, 2026 and 2025, the Company issued 4,968,639 shares and 600,000 share of common stock for the repayment of promissory note principal amount of $171,986 and $60,000 and accrued interest of $43,936 and $0, respectively.
During the three months ended July 31, 2026 and 2025, the Company issued 500,000 shares and 538,500 shares of common stock as loan inducements for promissory notes, respectively.
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During the three months ended July 31, 2026 and 2025, the Company issued 0 shares and 1,859,429 shares of common stock for term extension for promissory notes.
During the three months ended July 31, 2026, and 2025, the Company recorded stock payable of $8,471 and $0 for outstanding 200,000 common shares and 0 common shares for loan inducements of promissory notes, respectively.
During the three months ended July 31, 2026 and 2025, the note discount amortization was $44,950 and $34,772, respectively.
During the three months ended July 31, 2026, and 2025, the Company recorded interest expenses of $235,259 and $33,828, respectively. During the three months ended July 31, 2026, and 2025, the Company made repayment on note interest of $3,350 and $1,350, respectively. As of July 31, 2026, and April 30, 2026, the accrued interest payable was $739,968 and $551,996, respectively.
NOTE 9 – LEASES
In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranging from 10.96% to 18%. The Company made down payment of $5,000 on two vehicles and $6,500 on one vehicle.
During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a down payment of $5,000 on the two vehicles.
During the year ended April 30, 2026, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases ranging from three to six years with APR ranging from 7.03% to 9.49 %. The Company made a down payment of $5,000 on one of these vehicles and traded in a Company owned automobile as trade-in credit valued at $12,000 for another two of these vehicles.
On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to a new location at 6707 Yonkers Ave Lubbock, Texas. The lease commenced on May 22, 2025, and ended on August 22, 2028, at a cost of $4,500 per month with lease payment begins on August 22, 2025. (Note 11)
As of July 31, 2026 and April 30, 2026, the finance lease obligations included in current liabilities were $221,902 and $207,147 and finance lease obligations included in non-current liabilities were $164,385 and $196,552, respectively. During the three months ended July 31, 2026, and 2025, repayment on finance lease was $22,593 and $25,380, respectively. During the three months ended July 31, 2026, and 2025, interest expense was $5,181 and $5,811 and depreciation on the right-of-used assets was $41,050 and $35,279, respectively.
As of July 31, 2026 and April 30, 2026, the Company had the following lease obligations:
Discount | July 31, | April 30, | ||||||||||
Rate | Maturity | 2026 | 2026 | |||||||||
Current | 2.27% - 10.51% | March 2027 - July 2029 | $ | 221,902 | $ | 207,147 | ||||||
Non-current | 2.27% - 10.51% | March 2027 - July 2029 | 164,385 | 196,552 | ||||||||
| $ | 386,287 | $ | 403,699 | |||||||||
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Balance - April 30, 2025 | $ | 189,473 | ||
Lease liability additions | 299,095 | |||
Repayment of Lease liability | (110,863 | ) | ||
Imputed interest | 25,994 | |||
Balance - April 30, 2026 | $ | 403,699 | ||
Lease liability additions | - | |||
Repayment of Lease liability | (22,593 | ) | ||
Imputed interest | 5,181 | |||
Balance - July 31, 2026 | $ | 386,287 |
The following table summarizes the maturity of our lease liabilities as of July 31, 2026:
Year Ended April 30, | ||||
2027 (excluding three months ended July 31, 2026) | $ | 201,391 | ||
2028 | 134,782 | |||
Thereafter | 74,395 | |||
Total lease payments | 410,568 | |||
Less: imputed interest | (24,281 | ) | ||
Lease liabilities | $ | 386,287 | ||
As of July 31, 2026, the Company has right-of-use assets as follows:
Balance - April 30, 2025 | $ | 206,031 | ||
Additions | 316,095 | |||
Depreciation | (154,701 | ) | ||
Balance - April 30, 2026 | $ | 367,425 | ||
Additions | - | |||
Depreciation | (41,051 | ) | ||
Balance - July 31, 2026 | $ | 326,374 |
NOTE 10 – SEGMENT REPORTING
Operating segments are comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: DSD distribution service. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
The accounting policies of the DSD distribution service segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM reviews performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company does not have any operations or sources of revenue outside of the United States.
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NOTE 11 - COMMITMENTS AND CONTINGENCIES
The Company’s principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120.
On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,000 per month, consisting of $2,000 payable in common shares of the Company and $2,000 payable in cash. As of July 31, 2026, the lease is currently on a month-to-month basis.
The lease is exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.
The Company also operated a Regional Distribution Hub. This office was originally located at 512 East 42nd Street Lubbock, Texas 79404. On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to another location at 6707 Yonkers Ave Lubbock, Texas. This office is approximately 4,096 square feet and is currently leased for a term ending August 22, 2028, at a cost of $4,500 per month.
NOTE 12 - SUBSEQUENT EVENTS
Subsequent to July 31, 2026, and through the date that these financials were issued, the Company had the following subsequent events:
On August 31, 2026, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $126,500 Promissory Note for a purchase price of $115,000. The note matures on August 31, 2027 with a one-time interest charge of $12,650 at 10% of note principal and default interest rate at 18%.
On August 26, 2026, the Company filed a Certificate of Designation with the Nevada Secretary of State, effective August 19, 2026, designating 4,000,000 shares of its authorized blank check preferred stock as Series A-1 Preferred Stock ("Series A-1 Preferred"). Each share of Series A-1 Preferred carries 100 votes, votes together with the common stock as a single class, has no dividend or preemptive rights except dividends as declared by the board, shares in liquidation pari passu with the Company's Series A Preferred Stock, Founders Convertible Preferred, Founders Class A Common Shares, and common stock, and is convertible at the holder's option at any time into one share of common stock. On September 1, 2026, the Company issued all 4,000,000 shares of Series A-1 Preferred to Brett H. Pojunis, the Company's Chief Executive Officer and sole director, as compensation for services rendered and to be rendered and for credit support provided to the Company. This credit support includes Mr. Pojunis's personal guarantees of the Company's facility leases, vehicle financings, telecommunications accounts, and merchant accounts, his extensions of personal credit to fund Company obligations, and his regularly deferred compensation. The board valued the shares at $160,000 in the aggregate ($0.04 per common-equivalent share, based on the closing price of the common stock on August 19, 2026), and the shares were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
On September 7, 2026, the Company and its newly formed subsidiary, ClearLine Apps, LLC, entered into an Asset Purchase Agreement with SurgePays, Inc. ("SurgePays") to acquire SurgePays' ClearLine engagement platform, media network, and related technology and operating assets, as well as its GPOX Wireless business and assets. The $27,500,000 purchase price is payable solely through the issuance of 25,000,000 shares of the Company's Series D Preferred Stock, each convertible at the holder's election into one share of common stock and carrying no voting rights or preferential dividend, liquidation, or other rights. At the same time, SurgePays entered into a Put Option Agreement with Emerald Shoals Targeted Opportunities Fund LP ("Emerald Shoals"), which the Company acknowledged, giving SurgePays the right to sell the Preferred Shares, or the common stock issuable on their conversion, to Emerald Shoals for $27,500,000 at any time from closing through three years and 90 days after closing. As additional consideration for Emerald Shoals entering into the Put Agreement, the Company is required to issue Emerald Shoals a five-year warrant to purchase 15,000,000 shares of common stock in three tranches of 5,000,000 shares each, exercisable at $0.05, $0.15, and $0.25 per share, respectively. The acquisition closed on September 10, 2026, when SurgePays assigned the purchased assets to the acquisition subsidiary and the Company issued the Preferred Shares to SurgePays.
From August 1, 2026 through October 27, 2026, 20,801,818 shares of common stock were issued for repayment of promissory notes.
From August 1, 2026 through October 27, 2026, 8,452,357 shares of common stock were issued to management and consultants for services rendered.
From August 1, 2026 through October 27, 2026, 500,000 shares of common stock were issued for note inducement of a promissory note.
From August 1, 2026 through October 27, 2026, 279,850 shares of common stock were issued for office lease.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward- looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we, “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.
General Overview
GPO Plus (GPOX) is a product development, manufacturing, and distribution company which offers a diverse portfolio of high-quality innovative products sold directly to consumers and retailers. Our business is organized around four key areas: products (developing and manufacturing), distribution (getting our products to customers), marketing (promoting our products), and sales (selling our products to consumers and retailers). Our goal is to expand our product line and distribution reach to meet market demand and the needs of our customers. Our business is organized around four key areas:
· | Products (developing and manufacturing unique products) | |
· | Distribution (getting our products to customers through Direct to store Delivery “DSD” and independent sales organizations “ISO’s”) | |
· | Branding (promoting our Products and our Company) | |
· | Sales (a technology and data-driven approach) |
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We recently successfully deployed our new “White Glove” Direct to Store (“DSD”) service. This new service includes new point of sale displays for our flagship brand “The Feel-Good Shop+” and “Mr. Vapor.” Implement the new DSD service program GPOX created “Mini Hubs” supported by a Regional Distribution Hub in Lubbock, Texas.
Once the Company opens a Mini Hub, sales teams actively look to add additional specialty retailers (gas stations, smoke shops, vape shops, and liquor stores), with a goal of each Mini Hub servicing approximately 100 to 150 locations. This equates to an initial goal of 1,000 to 1,500 retail locations to be supported by the Regional Hub in Lubbock.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended July 31, 2026 and 2025, which are included herein.
Three Months Ended July 31, 2026, Compared to the Three Months July 31, 2025
Three Months Ended | ||||||||||||||||
July 31, | ||||||||||||||||
2026 | 2025 | Changes | % | |||||||||||||
Revenues | $ | 1,295,507 | $ | 1,302,172 | $ | (6,665 | ) | (1 | )% | |||||||
Cost of revenue | (997,344 | ) | (925,874 | ) | (71,470 | ) | 8 | % | ||||||||
Gross Profit | 298,163 | 376,298 | (78,135 | ) | (21 | )% | ||||||||||
Operating Expenses | (766,448 | ) | (800,148 | ) | 33,700 | (4 | )% | |||||||||
Loss from Operations | (468,285 | ) | (423,850 | ) | (44,435 | ) | 10 | % | ||||||||
Other Expenses | (316,430 | ) | (270,993 | ) | (45,437 | ) | 17 | % | ||||||||
Net Loss | $ | (784,715 | ) | $ | (694,843 | ) | $ | (89,872 | ) | 13 | % | |||||
Revenues
We had revenues of $1,295,507 from operations during the three months July 31, 2026 as compared to $1,302,172 of revenues during the three months ended July 31, 2025.
Net Loss
Our unaudited financial statements report a net loss of $784,715 for the three months ended July 31, 2026 compared to a net loss of $694,843 for the three months ended July 31, 2025. The increase in net loss was due to an increase in cost of revenue and interest expense.
Expenses
Our operating expenses for the three months ended July 31, 2026 were $76,448 compared to $800,148 for the three months ended July 31, 2025. Operating expenses for the three months ended July 31, 2026, consisted of $518,696 in general and administrative, $199,103 in professional fees, $13,281 in professional fees – related parties and $35,367 in management fees and salaries – related parties. Operating expenses for the three months ended July 31, 2025 consisted of $541,289 in general and administrative, $190,789 in professional fees, $8,788 in professional fees – related parties and $59,282 in management fees and salaries – related parties.
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Our other expenses for the three months ended July 31, 2026 were $316,430 compared to $270,993 for the three months ended July 31, 2025. During the three months ended July 31, 2026, and 2025, the Company incurred interest expense of $316,700 and $269,494 comprised of loan interest of $266,501 and $228,762, interest expense from finance leases of $5,249 and $5,960 and debt discount amortization of $44,950 and $34,772, respectively. During the three months ended July 31, 2025, the Company incurred loss from disposal of an automobile of $1,499.
Liquidity and Financial Condition
Working Capital
July 31, | April 30, | |||||||
2026 | 2026 | |||||||
Current Assets | $ | 129,055 | $ | 74,206 | ||||
Current Liabilities | $ | 7,283,271 | $ | 6,699,547 | ||||
Working Capital (Deficiency) | $ | (7,154,216 | ) | $ | (6,625,341 | ) | ||
Our total current assets as of July31, 2026 were $129,055 as compared to total current assets of $74,206 as of April 30, 2026 due to the increase in cash and inventory. Our total current liabilities as of July 31, 2026 were $7,283,271 as compared to total current liabilities of $6,699,547 as of April 30, 2026, due primarily to the increase in promissory note payable, accrued interest, stock payable and finance lease liabilities.
Our working capital deficit on July 31, 2026 was $7,154,216 as compared to working capital deficit of $6,625,341 as of April 30, 2026 due to the factors noted above.
Cash Flows
Three Months Ended | ||||||||
July 31, | ||||||||
2026 | 2025 | |||||||
Cash Flows used in Operating Activities | $ | (358,803 | ) | $ | (434,234 | ) | ||
Cash Flows provided by Financing Activities | 407,507 | 236,120 | ||||||
Net increase (decrease) in cash during period | $ | 48,704 | $ | (198,114 | ) | |||
Operating Activities
Net cash used in operating activities was $358,803 for the three months ended July 31, 2026 compared with $434,234 net cash used in operating activities during the same period in 2025.
During the three months ended July 31, 2026, net cash used in operating activities was attributed to net loss of $784,715 decreased by stock-based compensation of $134,380, stock payable for lease expense of $8,955, stock payable for promissory note extension of $4,957, depreciation of furniture and equipment of $974, depreciation of right-of-use-assets of $41,050, amortization of promissory note discount of $44,950, interest expense on finance lease of $5,181 and a net change in operating assets and liabilities of $185,465.
During the three months ended July 31, 2025, net cash used in operating activities was attributed to net loss of $694,843 decreased by stock-based compensation of $94,013, loss from trade in of automobile, non-cash interest expense for promissory note conversion of $171,355, non-cash interest expense for promissory note inducement of $23,150, stock payable for lease expense of $7,500, depreciation of furniture and equipment of $9,152, depreciation of right-of-use-assets of $35,279, amortization of intangible assets of $5,254, amortization of promissory note discount of $34,772, interest expense of finance assets of $5,812 and a net change on operating assets and liabilities of $127,178.
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Investing Activities
There were no investing activities during the three months ended July 31, 2026 and 2025.
Financing Activities
During the three months ended July 31, 2026, net cash from financing activities was $407,507 compared to $236,120 during the same period in 2025.
Cash flows from financing activities during the three months ended July 31, 2026 were derived from proceeds from issuance of promissory notes totaling $430,100 offset by repayment for finance leases of $22,593.
Cash flows from financing activities during the three months ended July 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $261,500 offset by repayment for finance leases of $25,380.
Going Concern
As of July 31, 2026, we had cash on hand of $56,210. We generated revenues of $1,295,507 and gross profit of $298,163 during the three months ended July31, 2026, but incurred net loss of $784,715 during the period and a cumulative net loss of $46,980,971 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.
We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.
Contractual Obligations
Not required for smaller reporting companies
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
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Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. Our company’s management believes that these recent pronouncements will not have a material effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of July 31, 2026. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2026.
Our disclosure controls and procedures are not effective for the following reasons:
We did not maintain effective controls to identify and maintain segregation of duties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries, approves journal entries, and posts journal entries to the general ledger. There is no independent review of any financial duties performed by this individual.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of the date of this Quarterly Report, we are not involved in any pending legal proceedings or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three months ended July 31, 2026, the Company issued 500,000 shares of common stock as loan inducements for promissory notes.
During the three months ended July 31, 2026, the Company issued 4,968,639 of common stock for the repayment of aggregate principal amount of promissory notes at $171,986 and accrued interest of $43,936.
From August 1, 2026 through October 27, 2026, 20,801,818 shares of common stock were issued for repayment of promissory notes.
From August 1, 2026 through October 27, 2026, 8,452,357 shares of common stock were issued to management and consultants for services rendered.
From August 1, 2026 through October 27, 2026, 500,000 shares of common stock were issued for note inducement of a promissory note.
From August 1, 2026 through October 27, 2026, 279,850 shares of common stock were issued for office lease.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) Rule 10b5-1 Trading Plans. During the three months ended July 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit No. | Description | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Schema Document | |
101.CAL | XBRL Calculation Linkbase Document | |
101.DEF | XBRL Definition Linkbase Document | |
101.LAB | XBRL Label Linkbase Document | |
101.PRE | XBRL Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GPO PLUS, INC. | |||
Date: October 29, 2026 | By: | /s/ Brett H. Pojunis | |
Brett H. Pojunis | |||
President Chief Executive Officer and | |||
Chief Financial Officer, Treasurer, | |||
Secretary, and Director | |||
(Principal Executive Officer, | |||
Principal Financial Officer and | |||
Principal Accounting Officer) | |||
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