UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 31, 2023
	or

☐	TRANSITION REPORT UNDER 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 or organization)	(IRS Employer Identification No.)

3571 E. Sunset Road, Suite 300, Las Vegas, NV	89120
(Address of principal executive offices)	(Zip Code)

855-935-9111

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
n/a	n/a	n/a

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ 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.

44,223,860 common shares issued and outstanding as of September 18, 2023

GPO PLUS, INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factor	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim condensed financial statements for the three-month period ended July 31, 2023, form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States.

GPO PLUS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	July 31,			April 30,
	2023			2023
ASSETS
Current Assets:
Cash	$	52,400		$	55,496
Accounts receivable		70,439			43,614
Prepaid expenses		97,799			69,351
Inventory		249,173			156,997
Total Current Assets		469,811			325,458
Finance lease right-of-use assets, net		201,940			129,367
Property and equipment, net		66,532			72,886
Intangible assets, net		55,161			62,290
TOTAL ASSETS	$	793,444		$	590,001
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		897,193			517,037
Accrued interest		163,107			119,488
Accrued liabilities - related parties		181,643			253,235
Deposits		2,692			-
Convertible note payable		188,000			263,000
Promissory note payable, net of debt discount of $226,680 and $293,952, respectively		1,636,170			1,211,548
Finance lease liabilities		35,564			25,383
Total Current Liabilities		3,104,369			2,389,691
Finance lease liabilities - non-current		142,001			88,221
Total Liabilities		3,246,370			2,477,912
Commitments and Contingencies (Note 11)		-			-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding		224,905			224,905
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding		12			12
Common stock, $0.0001 par value, 90,000,000 shares authorized; 40,067,737 and 39,454,300 shares issued and outstanding at July 31, 2023, and April 30, 2023, respectively		4,008			3,947
Stock payable		302,344			-
Stock payable - related parties		257,299			-
Additional paid in capital		30,728,327			30,635,238
Accumulated deficit		(35,719,921	)		(34,502,113	)
Total Stockholders' Deficit		(4,427,831	)		(3,862,816	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	793,444		$	590,001

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

3

GPO PLUS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	July 31,
	2023			2022
Revenues	$	970,735		$	17,663
Cost of revenue		747,031			13,093
Gross Profit		223,704			4,570
Operating Expenses
General and administrative		331,510			40,771
Professional fees		438,693			176,821
Professional fees - related parties		257,299			45,675
Management fees and salaries - related parties		127,588			88,707
Total Operating Expenses		1,155,090			351,974
Loss from operations		(931,386	)		(347,404	)
Other Expense
Interest expense		(286,422	)		(29,442	)
Total Other Expense		(286,422	)		(29,442	)
Net Loss	$	(1,217,808	)	$	(376,846	)
Net Loss Per Common Share: Basic and Diluted	$	(0.03	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		39,569,300			31,825,868

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

4

GPO PLUS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2023, AND 2022

Three Months Ended July 31, 2023

	Founders Series A								Stockholders' Deficit
	Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Founders Class A Common stock				Common stock				Stock		Stock Payable-Related		Additional Paid In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Payable		Parties		Capital		Deficit			Deficit
Balance, April 30, 2023		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		39,454,300	$	3,947	$	-	$	-	$	30,635,238	$	(34,502,113	)	$	(3,862,816	)
Issuance of common stock for conversion of debts		-		-		-		-		-		-		-		-		613,437		61		-		-		93,089		-			93,150
Stock payable		-		-		-		-		-		-		-		-		-		-		302,344		-		-		-			302,344
Stock payable - related parties		-		-		-		-		-		-		-		-		-		-		-		257,299		-		-			257,299
Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-		(1,217,808	)		(1,217,808	)
Balance, July 31, 2023		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		40,067,737	$	4,008	$	302,344	$	257,299	$	30,728,327	$	(35,719,921	)	$	(4,427,831	)

Three Months Ended July 31, 2022

	Founders Series A								Stockholders' Deficit
	Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Founders Class A Common stock				Common stock				Additional Paid In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, April 30, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		31,361,572	$	3,136	$	27,795,797	$	(30,466,600	)	$	(2,667,555	)
Stock based compensation		-		-		-		-		-		-		-		-		61,000		6		12,804		-			12,810
Stock based compensation - related party		-		-		-		-		-		-		-		-		217,500		22		45,653		-			45,675
Issuance of common stock for lease		-		-		-		-		-		-		-		-		23,810		2		4,998		-			5,000
Issuance of common stock for cash		-		-		-		-		-		-		-		-		6,500		1		9,749		-			9,750
Issuance of common stock for exercise of warrants		-		-		-		-		-		-		-		-		280,000		28		41,972		-			42,000
Issuance of common stock for intangible assets		-		-		-		-		-		-		-		-		200,000		20		58,980		-			59,000
Issuance of common stock for note inducement		-		-		-		-		-		-		-		-		75,000		8		15,742		-			15,750
Issuance of common stock for salary payable - related party		-		-		-		-		-		-		-		-		80,000		8		35,192		-			35,200
Net loss		-		-		-		-		-		-		-		-		-		-		-		(376,846	)		(376,846	)
Balance, July 31, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		32,305,382	$	3,231	$	28,020,887	$	(30,843,446	)	$	(2,819,216	)

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

5

GPO PLUS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	July 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,217,808	)	$	(376,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		147,098			124,710
Stock based compensation for services - related parties		257,299			45,675
Non-cash interest expense for promissory notes extension		57,390			-
Lease expense settled by common stock		-			5,000
Stock payable for lease expense		6,921			-
Depreciation of furniture and equipment		6,354			286
Depreciation of right-of-use-assets		7,727			-
Amortization of intangible assets		7,129			1,875
Amortization of promissory note discount		176,506			-
Amortization of convertible note discount		-			18,510
Interest expense on finance lease		2,884			-
Changes in operating assets and liabilities:
Accounts receivable		(26,825	)		(2,099	)
Prepaid expenses		(1,748	)		-
Inventory		(92,176	)		(20,970	)
Accounts payable and accrued liabilities		380,157			39,400
Accrued interest		43,619			10,933
Accrued liabilities - related parties		(71,592	)		52,988
Deposit		2,692			-
Net cash used in Operating Activities		(314,373	)		(100,538	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		-			(26,553	)
Net cash used in Investing Activities		-			(26,553	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(19,223	)		-
Proceeds from issuance of common stock		-			9,750
Proceeds from exercise of warrants		-			42,000
Proceeds from issuance of promissory notes		433,500			75,000
Repayment of promissory notes		(103,000	)		-
Net cash provided by Financing Activities		311,277			126,750
Net change in cash for period		(3,096	)		(341	)
Cash at beginning of period		55,496			2,877
Cash at end of period	$	52,400		$	2,536
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	5,941		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Recognition of finance lease right-of-use assets	$	80,300		$	-
Stock payable for note inducement	$	64,235		$	-
Stock payable for prepaid expense	$	52,200		$	-
Issuance of common stock for intangible assets	$	-		$	59,000
Issuance of common stock for note inducement	$	-		$	15,750
Issuance of common stock for salary payable - related party	$	-		$	35,200
Issuance of common stock for conversion of debts	$	93,150		$	-

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

6

GPO PLUS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED JULY 31, 2023, AND 2022

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 20%, and Mr. Chen no longer holds any equity interest in the Company.

On June 7, 2022, the Company entered into a Master Distribution Agreement with DEV Distribution LLC, which appoints GPOX as a master distributor for the best-efforts sale of Branded Products, Bulk Products and White Label Products within a specific Territory.

We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors.

NOTE 2 - GOING CONCERN

The Company’s financial statements as of July 31, 2023, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $35,719,921. 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, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2024. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2023 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, 2023, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 31, 2023.

7

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 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, 2023 and April 30, 2023, the Company had cash of $52,400 and $55,496, 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 management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

As of July 31, 2023, and April 30, 2023, the Company had accounts receivable of $70,439 and $43,614, respectively.

As of July 31, 2023, the Company has two customers concentrated over 10% of the accounts receivable at 64% and 22%, respectively.

As of April 30, 2023, the Company has two customers concentrated over 10% of the accounts receivable at 67% and 27%, respectively.

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. As of July 31, 2023, and April 30, 2023, prepaid expense was $97,799 and $69,351, respectively. As of July 31, 2023, and April 30, 2023, $95,799 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for an office premise. As of July 31, $95,799 was a prepayment for common shares issued to consultants, deposits on inventory purchases and $2,000 is related to a security deposit for office premise.

	July 31,		April 30,
	2023		2023
Security Deposit	$	2,000	$	2,000
Prepayment for shares issued to consultants		95,799		67,351
Total	$	97,799	$	69,351

Inventory

Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.

8

No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

As of July 31, 2023 and April 30, 2023, the Company had finished goods inventory of $249,173 and $156,997, respectively. As of July 31, 2023 and April 30, 2023, the Company had $192,404 and $124,437 of Mr. Vapor inventory and $56,769 and $32,560 of Nutriumph inventory, respectively. (Note 4)

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

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the three months ended July 31, 2023, and 2022, no impairment losses have been identified.

9

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.

GPOPlus+ (GPOX)

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

• Products (developing and manufacturing unique products)

• Distribution (getting our products to customers through Direct to store Delivery "DSD" and independent sales organizations "ISO's")

• Branding (promoting our Products and our Company)

• Sales (a technology and data-driven approach)

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

Currently, GPOX services approximately 570 stores across 12 states centralized in the Southwest and Midwest regions of the United States. The Company has already identified 316 locations approved for the new program, with approximately 100 currently active. The next 116 stores in Dallas, TX, Austin, TX, and Albuquerque, NM, plan to be activated before the end of October 2023. The Company also has in its growth plans to activate an additional 103 stores in Wyoming, Kansas, and Missouri marketplaces by the end of October 2023.

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.

During the three months ended July 31, 2023 and 2022, the Company recognized $970,729 and $17,347 of revenues related to merchandise and product sales, and $6 and $316 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $970,735 and $17,663, respectively. The Company incurred cost of revenue of $747,031 and $13,093 and generated gross profit of $223,704 and $4,570 during the three months ended July 31, 2023 and 2022, respectively. In regard to the sales that occurred during the three ended July 31, 2023 and 2022, there are no unfulfilled obligations related to the merchandise and product sales.

During the three months ended July 31, 2023, the Company has one customer contributed over 10% of total sales at 91%.

During the three months ended July 31, 2022, the Company has four customers contributed over 10% of total sales at 37%, 21%, 18% and 10%, respectively.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities refers to trade payable to non-affiliate vendors and payroll liabilities to employees. As of July 31, 2023 and April 30, 2023, accounts payable and accrued liabilities was $897,193 and $517,037, comprised of trade payable of $888,709 and $514,338 and payroll liabilities of $8,484 and $2,700, 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 reasonably 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 at a single line item in the operating expense in the statement of operations. The right-of-use assets is 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.

Financial Instruments

The carrying values of our financial instruments comprised of our current assets and liabilities approximate their fair value due to the short maturities of these financial instruments.

Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party 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.

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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, 2023, and 2022, the Company recorded $404,397 stock-based compensation expense and $170,385 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $25,500 and $111,900, 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,
	2023		2022
Common stock award to consultants	$	147,098	$	124,710
Common stock award to management and executives - related parties		257,299		45,675
	$	404,397	$	170,385

Basic and Diluted Loss per Share

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

For the three months ended July 31, 2023, and 2022, 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,
	2023		2022
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		188,000		759,714
Warrants		168,000		168,000
Common Stock Payable		3,668,983		-
		5,024,983		1,927,714

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at July 31, 2023, and 2022, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

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As of July 31, 2023, and 2022, convertible shares from the Company’s non-affiliate convertible notes were 188,000 shares and 759,714 shares, respectively. (Note 8)

As of July 31, 2023, and 2022, the outstanding warrants issued in connection with these convertible notes were 168,000 and 168,000, respectively. (Note 6)

As of July 31, 2023, and 2022, the Company had stock payable of $559,643 and $0 for outstanding 3,668,983 shares and 0 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,
	2023			2022
Net loss per share, basic diluted	$	(0.03	)	$	(0.01	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(10.59	)	$	(3.28	)
Ordinary Common stock	$	(0.03	)	$	(0.01	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		39,454,300			31,710,868
Total weighted average shares outstanding		39,569,300			31,825,868

New Accounting Pronouncements

The Company’s management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – ASSETS PURCHASE

On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $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 are Nutriumph Products for resale purpose. 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 expense of $7,129 and $1,875 for the three months ended July 31, 2023 and 2022, recorded as general and administrative expense. As of July 31, 2023, and April 30, 2023, the intangible asset was $55,161 and $62,290, net of accumulated amortization of $30,392 and $23,263. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:

	Amortization
Year Ended April 30,	Expense
2024	$	21,388
2025		28,518
Thereafter		5,255
	$	55,161

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NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of July 31, 2023, and April 30, 2023, are summarized as follows:

Cost	Furniture and Equipment		Computer Equipment		Total
April 30, 2023	$	72,504	$	9,215	$	81,719
Additions		-		-		-
July 31, 2023	$	72,504	$	9,215	$	81,719
Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Total
April 30, 2023	$	7,681	$	1,152	$	8,833
Additions		5,202		1,152		6,354
July 31, 2023	$	12,883	$	-	$	15,187
Net book value	Furniture and Equipment		Computer Equipment		Total
April 30, 2023	$	64,823	$	-	$	72,886
July 31, 2023	$	59,621	$	9,215	$	66,532

On April 30, 2023, the Company issued 400,000 shares of common stock at $0.19 per share for total consideration of $76,000 to acquire furniture and warehouse equipment of $66,785 and computer equipment of $9,215.

As of July 31, 2023, and April 30, 2023, Property and Equipment was $66,532 and $72,886, respectively. Depreciation expense of $6,354 and $286 was incurred during the three months ended July 31, 2023, and 2022, respectively.

NOTE 6 - CAPITAL STOCK

Share Capital

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

· 90,000,000 shares of ordinary common stock

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

· 50,000,000 shares of blank check common stock

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

· 49,500,000 shares of blank check preferred stock

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

Equity Compensation Plans

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 202 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 common
		-		N/A	shares

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

Ordinary Common Stock

Three months ended July 31, 2023

During the three months ended July 31, 2023, the Company issued 613,437 shares of common stock for the conversion of convertible note principal of $93,150 at a fixed conversion rate of $0.15 per share. (Note 8)

Three months ended July 31, 2022

On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share.

On June 7, 2022, the Company issued 75,000 shares of common stock valued at $15,750 to a noteholder as an inducement for a convertible note of $75,000 issued on the same date.

On June 30, 2022, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of services rendered.

On July 7, 2022, in pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totalling $59,000.

On July 28, 2022, the Company issued 217,500 shares of common stock to employees and executives at $0.21 per share totalling $45,675 for services.

On July 28, 2022, the Company issued 61,000 shares of common stock to consultants at $0.21 per share totalling $12,810 for services.

On July 28, 2022, the Company issued 6,500 shares of common stock to a consultant $1.50 per share for cash proceeds of $9,750.

On July 28, 2022, the Company issued 23,810 shares of common stock at $0.21 per share totalling $5,000 to the Company’s landlord for partial payment of rent.

As of July 31, 2023 and April 30, 2023, the issued and outstanding ordinary common stock was 40,182,737 and 39,454,300 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.

As of July 31, 2023, and April 30, 2023, the Company had 115,000 shares of founders’ class A common stock and 28,750 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 shares for consideration of $50.

As of July 31, 2023, and April 30, 2023, 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, 2023, and April 30, 2023, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.

Warrants

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 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 exercise price of $1.25 per share. (Note 8)

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The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended July 31, 2023, and year ended April 30, 2023:

	Number of Shares			Weighted- Average Exercise Price
Balances as of April 30, 2022		448,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		(280,000	)		0.15
Forfeited		-			-
Balances as of April 30, 2023		168,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of July 31, 2023		168,000		$	1.25

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

	Year Ended
	April 30,
	2022
Exercise price	$	1.25
Expected term	5 years
Expected average volatility	555%-591		%
Expected dividend yield		-
Risk-free interest rate	0.41%-0.43		%

The following table summarizes information relating to outstanding and exercisable warrants as of July 31, 2023:

Warrants Outstanding						Warrants Exercisable
Number of Shares		Weighted Average Remaining Contractual life (in years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
	168,000		1.11	$	1.25		-	$	-

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at July 31, 2023, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of July 31, 2023, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.1578 on July 31, 2023.

Stock Payable

As of July 31, 2023, the Company had stock payable of $559,643 for outstanding 3,668,983 common shares, comprised of stock payable of $257,299 for outstanding 1,470,279 common shares to related parties and stock payable of $302,344 for outstanding 2,198,704 common shares to non-affiliates, respectively.

During the three months ended July 31, 2023, the Company recorded stock payable of $257,299 for outstanding 1,470,279 common shares to executives and senior management. (Note 7)

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During the three months ended July 31, 2023, the Company recorded stock payable of $27,907 for outstanding 159,467 common shares to employees.

During the three months ended July 31, 2023, the Company recorded stock payable of $118,891 for outstanding 675,377 common shares to consultants for services.

During the three months ended July 31, 2023, the Company recorded stock payable of $27,000 for outstanding 150,000 S-8 shares to a consultant for services.

During the three months ended July 31, 2023, the Company recorded stock payable of $57,390 for outstanding 300,000 stock for term extension of two promissory notes.

During the three months ended July 31, 2023, the Company recorded stock payable of $64,235 for outstanding 870,000 stock for loan inducements of promissory notes issued during the three months ended July 31, 2023.

During the three months ended July 31, 2023, the Company recorded stock payable of $6,921 for outstanding 43,860 stock for office rent.

NOTE 7 - RELATED PARTY TRANSACTIONS

Related party compensation for the three months ended July 31, 2023, and 2022, and shareholding and salary payable as of July 31, 2023 and 2022, are summarized as below:

	Three Months Ended July 31, 2023
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO and CFO	$	16,951	$	-	$	10,938
Advisor - Affiliate		-		15,000		-
President - Distro Plus		42,933		6,462		70,000
Operational Manager		21,495		-		28,923
VP - Distro Plus		24,747		-		5,250
Director						142,188
	$	106,126	$	21,462	$	257,299

	Three Months Ended July 31, 2022
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
(5) CEO	$	15,246	$	-	$	13,125
Advisor - Affiliate		-		15,000		-
(1) President		15,000		-		13,125
(2) COO		15,000		-		13,125
(3) Interim CFO		13,215		-		6,300
(4) VP Sales and Marketing		15,246		-		-
	$	73,707	$	15,000	$	45,675

(1)	The President served from December 3, 2021 through October 18, 2022.
(2)	The COO served from December 29, 2021 through November 18, 2022.
(3)	The interim CFO served on consultant basis since August 22, 2022 and is appointed as consultant as of July 31, 2023.
(4)	The VP Sales and Marketing resigned on March 27, 2023, and rejoined as Lead Technologist on April 10, 2023.
(5)	The CEO is also serving as CFO of the Company as of July 31, 2023

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	As of July 31, 2023
Title	Common Stock (Shares)		Convertible Series A Preferred (Shares)		Series A non-voting redeemable preferred (Shares)		Salary/Consulting Fees Payable
CEO and CFO		7,412,500		500,000		-	$	2,538
Advisor - Affiliate		6,453,000		500,000		175,000		165,000
President - Distro Plus		299,799		-		-		12,192
Operational Manager		115,000		-		-		55
VP - Distro Plus		29,380		-		-		1,858
Director		291,439
		14,601,118		1,000,000		175,000	$	181,643

	As of April 30, 2023
Title	Common Stock (Shares)		Convertible Series A Preferred (Shares)		Series A non-voting redeemable preferred (Shares)		Salary/Consulting Fees Payable
CEO and CFO		7,412,500		500,000		-	$	3,462
Advisor - Affiliate		6,453,000		500,000		175,000		150,000
President		1,824,167		-		-		-
COO		1,056,500		-		-		-
Interim CFO/Consultant		1,455,959		-		-		87,500
VP Sales and Marketing		1,318,002		-		-		5,538
President - Distro Plus		299,799		-		-		4,038
Operational Manager		115,000		-		-		903
VP - Distro Plus		29,380		-		-		1,794
		19,964,307		1,000,000		175,000	$	253,235

CEO and CFO

During the three months ended July 31, 2022, the Company issued 62,500 shares of common stock to the CEO and CFO valued at $13,125.

During the three months ended July 31, 2023, the Company awarded 62,500 shares of common stock to the CEO and CFO valued at $10,938. These stock awards were issued on August 15, 2023, and were recorded stock payable as of July 31, 2023.

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During the three months ended July 31, 2023 and 2022, the Company incurred management salary expense of $10,938 and $13,125 to the CEO and CFO, respectively. As of July 31, 2023 and April 30, 2023, salary payable was $2,538 and $3,462, respectively.

Advisor - Affiliate

During the year ended April 30, 2022, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in professional fees - related party. 

During the three months ended July 31, 2023 and 2022, the Company incurred consulting fees of $15,000 and $15,000 to the affiliated advisor, respectively. As of July 31, 2023 and 2023, the total amount due to the affiliated advisor was $165,000 and $150,000, respectively.

President – Distro Plus

During the three months ended July 31, 2023, the Company awarded 400,007 shares of common stock to the President of Distro Plus Division valued at $70,001. These stock awards were issued on August 15, 2023, and were recorded stock payable as of July 31, 2023.

During the three months ended July 31, 2023, and 2022, the Company incurred management salary of $42,933 and $0 to the President, respectively. As of July 31, 2023 and April 30, 2023, salary payable was $12,192 and $4,038, respectively.

Operational Manager

During the three months ended July 31, 2023, the Company awarded 165,272 shares of common stock to the Operational Manager valued at $28,923. These stock awards were issued on August 15, 2023, and were recorded stock payable as of July 31, 2023.

During the three months ended July 31, 2023 and 2022, the Company incurred management salary of $21,495 and $0 to the Operational Manager, respectively. As of July 31, 2023, and April 30, 2023, salary payable was $55 and $903, respectively.

VP – Distro Plus

During the three months ended July 31, 2023, the Company awarded 30,000 shares of common stock to the Vice President of Distro Plus Division valued at $5,250. These stock awards were issued on August 15, 2023, and were recorded stock payable as of July 31, 2023.

During the three months ended July 31, 2023 and 2022, the Company incurred management salary of $24,747 and $0 to the Vice President, respectively. As of July 31, 2023 and April 30, 2023, salary payable was $1,858 and $1,794, respectively.

Director

During the three months ended July 31, 2023, the Company awarded 812,500 shares of common stock to the Director valued at $142,188. These stock awards were issued on August 15, 2023, and were recorded stock payable as of July 31, 2023.

During the three months ended July 31, 2023, and 2022, the Company incurred consulting fees of $6,462 and $0 to the Director, respectively.

As of July 31, 2023 and April 30, 2023, the amount due to the related parties was $181,643 and $253,325, respectively.

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NOTE 8 - COVERTIBLE NOTE PAYABLE

Convertible note payable at July 31, 2023 and April 30, 2023, consists of the following:

	July 31, 2023		April 30, 2023
Dated June 16, 2021	$	20,000	$	95,000
Dated September 8, 2021		168,000		168,000
Total convertible notes payable, gross		188,000		263,000
Less: Unamortized debt discount		-		-
Total convertible notes	$	188,000	$	263,000

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the three months ended July 31, 2023, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. As of July 31, 2023, the debt discount was fully amortized. As of July 31, 2023 and April 30, 2023, the convertible note principal balance was $20,000 and $95,000, respectively.

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

During the three months ended July 31, 2023, and 2022, the Company recorded interest expense of $5,461 and $10,933, respectively. As of July 31, 2023, and April 30, 2023, the accrued interest payable was $69,304 and $63,843, respectively.

As of July 31, 2023 and April 30, 2023, the convertible note payable was $188,000 and $263,000, respectively.

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NOTE 9 - PROMISSORY NOTE PAYABLE

Promissory note payable at July 31, 2023, and April 30, 2023, consists of the following:

	July 31, 2023			April 30, 2023
June 2022	$	-		$	20,000
August 2022		137,500			137,500
September 2022		110,000			110,000
October 2022		251,350			302,500
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		220,000			220,000
March 2023		55,000			105,000
April 2023		220,000			220,000
May 2023		102,300			-
June 2023		376,200			-
Total promissory notes payable, gross		1,862,850			1,505,500
Less: Unamortized debt discount		(226,680	)		(293,952	)
Total promissory notes	$	1,636,170		$	1,211,548

The terms of the promissory notes are summarized as follows:

· Loan Expiry Term of One Year

· Weighted Average Remaining Term of 0.47 year.

· Annual interest rate of 10%

· 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, 2023 and 2022, the Company issued promissory notes for aggregate principal amount of $478,500 and $75,000 for proceeds of $433,500 and $75,000, respectively.

During the three months ended July 31, 2023, the Company made repayment on principal balance of promissory notes of $103,000 and accrued interest of promissory notes of $5,941.

During the three months ended July 31, 2023, the Company issued 113,437 shares of common stock for the repayment of $18,150 of a promissory note.

During the three months ended July 31, 2023, the Company recorded stock payable of $57,390 for outstanding 300,000 stock for term extension of two promissory notes.  This amount is reflected in interest expense in the statements of operations.

During the three months ended July 31, 2023, the Company recorded stock payable of $64,235 for outstanding 870,000 stock for loan inducements of promissory notes issued during the three months ended July 31, 2023.

During the three months ended July 31, 2023, and 2022, the Company recorded interest expense of $44,100 and $10,933, respectively. As of July 31, 2023 and April 30, 2023, the accrued interest payable was $93,802 and $55,643, respectively.

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NOTE 10 – LEASES

In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranged from 10.96% to 18%. The Company made downpayment of $5,000 on two vehicles and $6,500 on vehicle.

During the three months ended July 31, 2023, the Company entered into finance lease contracts for two 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 six years with APR ranged from 13.44% to 14.38%. The Company made downpayment of $5,000 on two vehicles.

As of July 31, 2023, and April 30, 2023, the finance lease obligations included in current liabilities was $35,564 and $25,383 and finance lease obligations included in non-current liabilities was $142,001and $88,221, respectively. During the three months ended July 31, 2023, interest expense was $2,884 and depreciation on the right-of-used assets was $7,727.

As of July 31, 2023, the Company had the following lease obligations:

	Discount		July 31,		April 30,
	Rate	Maturity	2023		2023
Current	6.13% - 10.51%	March 2027 - July 2029	$	35,564	$	25,383
Non-current	6.13% - 10.51%	March 2027 - July 2029		142,001		88,221
			$	177,565	$	113,604

Balance - April 30, 2023	$	113,604
Lease liability additions		70,299
Repayment of lease liability		(9,223	)
Imputed interest		2,885
Balance - July 31, 2023	$	177,565

The following table summarizes the maturity of our lease liabilities as of July 31, 2023:

Year Ended April 30,
2024	$	36,806
2025		49,075
2026		49,075
2027		46,203
2028		14,618
Thereafter		17,665
Total lease payments		213,442
Less: imputed interest		(35,877	)
Lease liabilities	$	177,565

As of July 31, 2023, the Company has right-of-use assets as follows:

Balance - April 30, 2023	$	129,367
Additions		80,300
Depreciation		(7,727	)
Balance - July 31, 2023	$	201,940

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NOTE 11 - COMMITTMENTS AND CONTINGENCIES

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

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 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 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 $4,500 per month, consisting of $2,500 payable in common shares of the Company and $2,000 payable in cash. As of July 31, 2023, the lease is currently on month-to-month basis.

The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending March 31, 2024, at a cost of $3,600 per month.

 The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations. 

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to July 31, 2023, and through the date that these financials were issued, the Company had the following subsequent events:

On August 15, 2023, the Company issued an aggregate of 400,000 shares of common stock for term extension of three promissory notes.

On August 15, 2023, the Company issued 675,377 shares of common stock to consultants for services.

On August 15, 2023, the Company issued 786,000 shares of common stock as loan inducements for promissory notes.

On August 15, 2023, the Company issued 1,629,746 shares of common stock to executives and employees.

On August 28, 2023, the Company issued 400,000 shares of common stock for the conversion of 7,500 Founders Series A Non-Voting Redeemable Preferred Stock.

On August 29, 2023, the Company issued 150,000 S-8 shares to a consultant for services.

 On August 4, 2023, the Company issued convertible promissory notes for aggregate principal amount of $165,000 for proceed of $150,000. These notes are 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. These notes all have expiry term for one year and annual interest rate of 10%.

On September 1, 2023, the Company issued promissory note for principal amount of $125,000 for proceed of $125,000. The promissory note has a one-time payment of 75,000 shares of common stock, which covers interest and fees through December 1, 2023, the maturity date. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until the same is paid.

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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)

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.

Currently, GPOX services approximately 570 stores across 12 states centralized in the Southwest and Midwest regions of the United States. The Company has already identified 316 locations approved for the new program, with approximately 100 currently active. The next 116 stores in Dallas, TX, Austin, TX, and Albuquerque, NM, plan to be activated before the end of October 2023. The Company also has in its growth plans to activate an additional 103 stores in Wyoming, Kansas, and Missouri marketplaces by the end of October 2023.

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.

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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, 2023 and 2022, which are included herein.

Three Months Ended July 31, 2023, Compared to the Three Months July 31, 2022

	Three Months Ended
	July 31,
	2023			2022			Changes			%
Revenues	$	970,735		$	17,663		$	953,072			5,396	%
Cost of revenue		(747,031	)		(13,093	)		(733,938	)		5,606	%
Gross Profit		223,704			4,570			219,134			4,795	%
Operating Expenses		(1,155,090	)		(351,974	)		(803,116	)		228	%
Loss from Operations		(931,386	)		(347,404	)		(583,982	)		168	%
Other Expenses		(286,422	)		(29,442	)		(256,980	)		873	%
Net Loss	$	(1,217,808	)	$	(376,846	)	$	(840,962	)		223	%

Revenues

We had revenues of $970,735 from operations during the three months July 31, 2023, as compared to $17,663 of revenues during the three months ended July 31, 2022. The increase in revenue is attributed to increased business activities during the three months ended July 31, 2023.

Net Loss

Our unaudited financial statements report a net loss of $1,217,808 for the three months ended July 31, 2023, compared to a net loss of $376,846 for the three months ended July 31, 2022. The increase in net loss was due to an increase in operating expenses and other expenses.

Expenses

Our operating expenses for the three months ended July 31, 2023, were $1,155,090 compared to $351,974 for the three months ended July 31, 2022. Operating expenses for the three months ended July 31, 2023 consisted of $331,510 in general and administrative, $438,693 in professional fees, $257,299 in professional fees – related parties and $127,588 in management fees and salaries – related parties. Operating expenses for the three months ended July 31, 2022 consisted of $40,771 in general and administrative, $176,821 in professional fees, $45,675 in professional fees – related parties and $88,707 in management fees and salaries – related parties. The increase in operating expenses during the three months ended July 31, 2023 was mainly due to the increase in general and administration, professional fees and stock-based compensation totaling $404,397 incurred during three months ended July 31, 2023 as compared to $170,385 incurred during the three months ended July 31, 2022.

Our other expenses for the three months ended July 31, 2023 were $286,422 compared to $29,442 for the three months ended July 31, 2022. During the three months ended July 31, 2023 and 2022, the Company incurred interest expense from convertible notes and finance leases of $109,916 and $10,932 and debt discount amortization of $176,506 and $18,510, respectively.

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Liquidity and Financial Condition

Working Capital

	July 31,			April 30,
	2023			2023
Current Assets	$	469,811		$	325,458
Current Liabilities	$	3,104,369		$	2,389,691
Working Capital (Deficiency)	$	(2,634,558	)	$	(2,064,233	)

Our total current assets as of July 31, 2023 were $469,811 as compared to total current assets of $325,458 as of April 30, 2023 due to increases in accounts receivable, prepaid expenses and inventory.

Our total current liabilities as of July 31, 2023 were $3,104,369 as compared to total current liabilities of $2,389,691 as of April 30, 2023 due primarily to increases in promissory note payable, accounts payable and accrued interest.

Our working capital deficit on July 31, 2023 was $2,634,558 as compared to working capital deficit of $2,064,233 as of April 30, 2023 due to the factors noted above.

Cash Flows

	Three Months Ended
	July 31,
	2023			2022
Cash Flows used in Operating Activities	$	(314,373	)	$	(100,538	)
Cash Flows used in Investing Activities	-		)		(26,553	)
Cash Flows provided by Financing Activities		311,277			126,750
Net decrease in cash during period	$	(3,096	)	$	(341	)

Operating Activities

Net cash used in operating activities was $314,373 for the three months ended July 31, 2023 compared with $100,538 net cash used in operating activities during the same period in 2022.

During the three months ended July 31, 2023, net cash used in operating activities was attributed to net loss of $1,217,808, decreased by stock-based compensation of $404,397, depreciation of furniture and equipment of $6,354, amortization of convertible note discount of $176,506, amortization of intangible assets of $7,129, depreciation of right-of-use-assets of $7,727, interest expense on finance lease of $2,884, stock payable for extension of promissory notes of $5,390,  stock payable for lease expense of $6,921 and a net change in operating assets and liabilities of $234,127.

During the three months ended July 31, 2022, net cash used in operating activities was attributed to net loss of $376,846, decreased by stock-based compensation of $170,385, depreciation of furniture and equipment of $286, amortization of convertible note discount of $18,510, amortization of intangible assets of $1,875 and lease expense settled by common stock of $5,000 and a net change in operating assets and liabilities of $80,252.

Investing Activities

During the three months ended July 31, 2023 and 2022, we used $0 and $26,553, respectively, in investing activities. During the three months ended July 31, 2022, the Company acquired intangible assets with cash of $26,553.

Financing Activities

During the three months ended July 31, 2023, net cash from financing activities was $305,336 compared to $126,750 during the same period in 2022. Cash flows from financing activities during the three months ended July 31, 2023 were derived from proceeds from issuance of promissory notes totaling of $433,500 offset by repayment for finance leases of $19,223 and repayment of promissory notes of $103,000. Proceeds from financing activities during the three months ended July 31, 2022 were derived from proceeds from issuance of promissory notes totaling of $75,000, proceeds from stock subscription of $9,750 and proceeds from warrants exercised of $42,000.

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Going Concern

As of July 31, 2023, we had cash on hand of $52,400. We generated revenues of $970,735 and gross profit of $223,704 during the three months ended July 31, 2023, but incurred net loss of $1,217,808 during the period and a cumulative net loss of $35,719,921 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

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

Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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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, 2023. 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, 2023.

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

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.

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

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in an Annual Report on Form 10-K,  Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

From May 1, 2023 through August 29, 2023, the Company issued 613,437 shares of common stock for the conversion of note principal amount of $93,150.

Pursuant to the exchange agreement entered on May 18, 2023, the Company issued 400,000 shares of common stock for the conversion of 7,500 Founders Series A Non-Voting Redeemable Preferred Stock.

On August 15, 2023, the Company issued an aggregate of 400,000 shares of common stock for term extension of three promissory notes.

On August 15, 2023, the Company issued 675,377shares of common stock to consultants for services.

On August 15, 2023, the Company issued 786,000 shares of common stock as loan inducements for to promissory notes.

On Aug 15, 2023, the Company issued 1,629,746 shares of common stock to executives and employees.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit Number	Exhibit
31	Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS	XBRL INSTANCE DOCUMENT
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GPO PLUS, INC.
	(Registrant)
Dated: September 20, 2023	/s/ Brett H. Pojunis
	Brett H. Pojunis
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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