10-Q

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, 2024

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.

57,633,014 common shares issued and outstanding as of September 5, 2024.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURES		34

2

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 August 19, 2024 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

3

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. 

4

GPO PLUS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	July 31,			April 30,
	2024			2024
ASSETS
Current Assets:
Cash	$	56,724		$	69,415
Accounts receivable		11,311			57,792
Prepaid expenses		41,595			35,140
Inventory, net		421,512			402,152
Total Current Assets		531,142			564,499
Finance lease right-of-use assets, net		197,271			209,317
Property and equipment, net		157,560			102,409
Intangible assets, net		26,643			33,772
TOTAL ASSETS	$	912,616		$	909,997
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		1,731,103			1,557,548
Accrued interest		313,892			276,190
Accrued liabilities - related parties		296,600			233,200
Deposits		9,925			-
Convertible note payable, net of debt discount of $0		38,000			38,000
Promissory note payable, net of debt discount of $23,959 and $49,977, respectively		1,970,411			1,969,893
Finance lease liabilities		44,675			43,710
Stock payable - related parties		30,547			23,239
Stock payable		215,221			167,703
Total Current Liabilities		4,650,374			4,309,483
Finance lease liabilities - non-current		134,623			146,186
Total Liabilities		4,784,997			4,455,669
Commitments and Contingencies (Note 11)		-			-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 shares issued and outstanding		167,154			167,154
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Series C Preferred Shares, $0.0001 par value, 200 shares designated; 136.5 shares and 104.5 shares issued and outstanding as of July 31, 2024 and April 30, 2024, respectively		-			-
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; 57,518,014 shares issued and outstanding		5,752			5,752
Subscription receivable		(60,000)			-
Additional paid in capital		34,291,357			33,971,357
Accumulated deficit		(40,026,756	)		(39,440,047	)
Total Stockholders' Deficit		(5,789,535	)		(5,462,826	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	912,616		$	909,997

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

5

GPO PLUS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	July 31,
	2024			2023
Revenues	$	1,207,741		$	970,735
Cost of revenue		945,994			747,031
Gross Profit		261,747			223,704
Operating Expenses
General and administrative		465,979			331,510
Professional fees		190,122			438,693
Professional fees - related parties		7,308			257,299
Management fees and salaries - related parties		83,540			127,588
Total Operating Expenses		746,949			1,155,090
Loss from operations		(485,202	)		(931,386	)
Other Expense
Interest expense		(101,507	)		(286,422	)
Total Other Expense		(101,507	)		(286,422	)
Net Loss	$	(586,709	)	$	(1,217,808	)
Net Loss Per Common Share: Basic and Diluted	$	(0.01	)	$	(0.03	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		57,633,014			39,569,300

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

6

GPO PLUS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2024 AND 2023

(Unaudited)

 Three Months Ended July 31, 2024

									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, 2024		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		105		$	-		115,000	$	12		57,518,014	$	5,752	$	-		$	33,971,357		$	(39,440,047	)	$	(5,462,826	)
Issuance of Series C Preferred Shares for cash		-		-		-		-		-		-		42			-		-		-		-		-		(60,000	)		420,000			-			360,000
Return of Series C Preferred Shares		-		-		-		-		-		-		(10	)		-		-		-		-		-		-			(100,000	)		-			(100,000	)
Net loss		-		-		-		-		-		-		-			-		-		-		-		-		-			-			(586,709	)		(586,709	)
Balance, July 31, 2024		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		137		$	-		115,000	$	12		57,518,014	$	5,752	$	(60,000	)	$	34,291,357		$	(40,026,756	)	$	(5,789,535	)

Three Months Ended July 31, 2023

									Stockholders' Deficit
	Founders Series A Non-Voting				Series A Non-Voting				Series A				Founders
	Redeemable				Redeemable				Convertible				Class A								Additional					Total
	Preferred Stock				Preferred Stock				Preferred Shares				Common stock				Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		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
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	$	30,728,327	$	(35,719,921	)	$	(4,987,474	)

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

7

GPO PLUS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	July 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(586,709	)	$	(1,217,808	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		7,110			147,098
Stock based compensation for services - related parties		7,308			257,299
Stock issued for promissory note extension		-			57,390
Stock payable for lease expense		7,500			6,921
Stock payable for interest expense for promissory notes		32,908			-
Depreciation of property and equipment		12,723			6,354
Depreciation of right-of-use-assets		12,046			7,727
Amortization of intangible assets		7,129			7,129
Amortization of promissory note discount		26,018			176,506
Interest expense on finance lease		3,931			2,884
Changes in operating assets and liabilities:
Accounts receivable		46,481			(26,825	)
Prepaid expenses		(6,455	)		(1,748	)
Inventory		(19,360	)		(92,176	)
Accounts payable and accrued liabilities		173,555			380,157
Accrued interest		37,702			43,619
Accrued liabilities - related parties		63,400			(71,592	)
Deposit		9,925			2,692
Net cash used in Operating Activities		(164,788	)		(314,373	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(67,874	)		-
Net cash used in Investing Activities		(67,874	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(14,529	)		(19,223	)
Proceeds from issuance of promissory notes		-			433,500
Repayment of promissory notes		(25,500	)		(103,000	)
Repayment from return of series C preferred shares		(100,000	)		-
Proceeds from issuance of series C preferred shares		360,000			-
Net cash provided by Financing Activities		219,971			311,277
Net change in cash for period		(12,691	)		(3,096	)
Cash at beginning of period		69,415			55,496
Cash at end of period	$	56,724		$	52,400
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	550		$	5,941
NON-CASH INVESTING AND FINANCING ACTIVITIES
Subscription receivable from issuance of series C preferred shares	$	60,000		$	-
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 conversion of debts	$	-		$	93,150

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

8

GPO PLUS, INC.

NOTES TO THE UAUDITED FINANCIAL STATEMENTS

THREE MONTHS ENDED JULY 31, 2024 AND 2023

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 16.05%, 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, 2024 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 $40,026,756. 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, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 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, 2024, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 19, 2024.

9

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, 2024 and April 30, 2024, the Company had cash of $56,724 and $69,415, 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.

As of July 31, 2024 and April 30, 2024, the Company had accounts receivable of $11,311 and $57,792, respectively.

As of July 31, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 54% and 46%, respectively.

As of April 30, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 90% and 10%, 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.

	July 31,		April 30,
	2024		2024
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for services to consultants		39,595		33,140
Total	$	41,595	$	35,140

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, 2024 and April 30, 2024, the Company recorded inventory reserve of $32,632 and $31,387 for slow moving or obsolete inventory.

As of July 31, 2024 and April 30, 2024, the Company had finished goods inventory, net of inventory reserve of $421,512 and $402,152, respectively.

	July 31, 2024		April 30, 2024
Mr Vapor	$	2,863	$	3,473
Nutriumph		45,732		50,039
Distro		24,257		15,675
Loon		339,837		324,142
Vyve		8,823		8,823
	$	421,512	$	402,152

10

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 the three months ended July 31, 2024, and 2023, no impairment losses have been identified.

11

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, 2024 and 2023, the Company recognized $1,207,741 and $970,729 of revenues related to merchandise and product sales, and $0 and $6 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,207,741 and $970,735, respectively. The Company incurred cost of revenue of $945,994 and $747,031 and generated gross profit of $261,747 and $223,704 during the three months ended July 31, 2024 and 2023, respectively. In regard to the sales that occurred during the three months ended July 31, 2024 and 2023, there are no unfulfilled obligations related to the merchandise and product sales.

During the three months ended July 31, 2024, the Company has one customer who contributed over 10% of total sales at 97%.

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

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, 2024 and April 30, 2024, accounts payable and accrued liabilities were $1,731,103 and $1,557,548, comprised of trade payable of $1,684,470 and $1,491,332 and payroll liabilities of $46,633 and $66,216, respectively.

Leases

We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:

· A transferal of ownership of an asset to the lessee at the end of the term of the initial lease

· The lessee is certain that they will exercise a purchase option at the end of the term of the lease

· The leased asset has no alternative use to the lessor at the end of the lease

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

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

Operating leases

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.

12

Finance lease.

Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.

Segments

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modelling inputs based on assumptions)

None of the financial instruments are measured at fair value on a recurring basis.

Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)

13

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, 2024 and 2023, the Company recorded $14,418 stock-based compensation expense and $404,397 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $0 and $25,500, 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 Month Ended
	July 31,
	2024		2023
Common stock award to consultants	$	7,110	$	147,098
Common stock award to management and executives - related parties		7,308		257,299
	$	14,418	$	404,397

Basic and Diluted Loss per Share

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

For the three months ended July 31, 2024 and 2023, 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,
	2024		2023
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		38,000		188,000
Warrants		168,000		168,000
Common Stock Payable		2,184,649		3,668,983
		3,390,649		5,024,983

14

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2024 and 2023, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

As of July 31, 2024 and 2023, convertible shares from the Company’s non-affiliate convertible notes were 38,000 shares and 188,000 shares, respectively. (Note 8)

As of July 31, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

As of July 31, 2024 and 2023, the Company had stock payable of $245,768 and $559,643 for outstanding 2,184,649 shares and 3,668,983 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,
	2024			2023
Net loss per share, basic diluted	$	(0.01	)	$	(0.03	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(5.10	)	$	(10.59	)
Ordinary Common stock	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,518,014			39,454,300
Total weighted average shares outstanding		57,633,014			39,569,300

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 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 $7,129 and $7,129 for the three months ended July 31, 2024 and 2023, recorded as general and administrative expenses. As of July 31, 2024 and April 30, 2024, the intangible assets were $26,643 and $33,772, net of accumulated amortization of $58,910 and $51,781. 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
2025 (excluding three months ended July 31, 2024)	$	21,389
Thereafter		5,254
	$	26,643

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NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of July 31, 2024 and April 30, 2024 are summarized as follows:

Cost	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	72,504	$	9,215	$	59,503	$	141,222
Additions		-		-		67,874		67,874
July 31, 2024	$	72,504	$	9,215	$	127,377	$	209,096

Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	28,490	$	5,760	$	4,563	$	38,813
Additions		5,202		1,152		6,369		12,723
July 31, 2024	$	33,692	$	6,912	$	10,932	$	51,536

Net book value	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	44,014	$	3,455	$	54,940	$	102,409
July 31, 2024	$	38,812	$	2,303	$	116,445	$	157,560

During the three months ended July 31, 2024 and 2023, the Company acquired four automobiles of $67,874 and had no additions in property and equipment, respectively.

As of July 31, 2024 and April 30, 2024, Property and Equipment were $157,560 and $102,409, respectively. Depreciation expenses of $12,723 and $6,354 were incurred during the three months ended July 31, 2024 and 2023, respectively.

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NOTE 6 - CAPITAL STOCK

Share Capital

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

· 90,000,000 shares of ordinary common stock

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

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

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

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

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

Equity Compensation Plans

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

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (1)
Equity compensation plans approved by security holders					1,867,122 common
		-		N/A	shares

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

Ordinary Common Stock

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)

As of July 31, 2024 and April 30, 2024, the issued and outstanding ordinary common stock was 57,518,014.

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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, 2024 and April 30, 2024, 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, 2024 and April 30, 2024, 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, 2024 and April 30, 2024, 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, 2024, the Company issued 61.5 shares of series C preferred stock for cash proceeds of $615,000.

During the year ended April 30, 2024, the Company issued 43 shares of series C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

18

During the three months ended July 31, 2024, the Company issued 42 shares of series C preferred stock for cash proceeds of $420,000. As of July 31, 2024, $360,000 were received and $60,000 was still outstanding recorded as subscription receivable under stockholders’ equity.

During the three months ended July 31, 2024, the Company refunded $100,000 to an investor for the return of 10 shares of series C preferred stock originally issued in March 2024.

As of July 31, 2024 and April 30, 2024, the issued and outstanding shares of series C preferred stock were 136.5 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)

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended July 31, 2024 and year ended April 30, 2024:

	Number of Shares		Weighted- Average Exercise Price
Balances as of April 30, 2023		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of April 30, 2024		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of July 31, 2024		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%

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The following table summarizes information relating to outstanding and exercisable warrants as of July 31, 2024:

		Warrants Outstanding					Warrants Exercisable
			Weighted Average
Number			Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares			life (in years)		Exercise Price		of Shares		Exercise Price
	168,000			0.11	$	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 on July 31, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of July 31, 2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.079 on July 31, 2024.

Stock Payable

As of July 31, 2024 and April 30, 2024, the Company had stock payable of $245,768 and $190,942 for outstanding 2,184,649 and 1,691,213 common shares, comprised of stock payable of $30,547 and $23,239 for outstanding 250,833 and 158,333 common shares to related parties and stock payable of $215,221 and $167,703 for outstanding 1,933,816 and 1,532,880 common shares to non-affiliates, respectively. As of July 31, 2024 and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets.

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,308 and $257,299 for outstanding 92,500 and 1,470,279 common shares to executives and senior management. (Note 7)

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,110 and $27,907 for outstanding 90,000 and 159,467 common shares to employees.

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,500 and $6,921 for outstanding 94,936 and 43,860 stock for office rent.

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

During the 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 consultants for consultants for services.

During the three months ended July 31, 2023, the Company recorded stock payable of $57,390 for outstanding 300,000 common 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.

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NOTE 7 - RELATED PARTY TRANSACTIONS

Related party compensation for the three months ended July 31, 2024 and 2023, and shareholding and salary payable as of July 31, 2024 and April 30, 2024, are summarized as below:

	Three Months Ended July 31, 2024
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO and CFO	$	39,557	$	-	$	4,938
Advisor - Affiliate		-		15,000		-
VP - Distro Plus		28,983		-		2,370
	$	68,540	$	15,000	$	7,308

	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		-		70,000
Operational Manager		21,495		-		28,923
VP - Distro Plus		24,747		-		5,250
Director		-		6,462		142,188
	$	106,126	$	21,462	$	257,299

	As of July 31, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	8,550	$	4,938
Advisor - Affiliate		6,453,000		500,000		175,000		225,000		-
President - Distro Plus		699,806		-		-		5,000		23,239
Operational Manager		194,652		-		-		-		-
VP - Distro Plus		1,485,000		-		-		-		2,370
Director		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	238,550	$	30,547

	As of April 30, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	13,200	$	-
Advisor - Affiliate		6,453,000		500,000		175,000		210,000		-
President		699,806		-		-		10,000		23,239
COO		194,652		-		-		-		-
Interim CFO/Consultant		1,485,000		-		-		-		-
VP Sales and Marketing		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	233,200	$	23,239

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CEO and CFO

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.

During the three months ended July 31, 2024, the Company awarded 62,500 shares of common stock to the CEO and CFO valued at $4,938 recorded as stock payable as of July 31, 2024.

During the three months ended July 31, 2024, and 2023, the Company incurred management salary expenses of $39,557 and $16,951 to the CEO and CFO, respectively. As of July 31, 2024 and April 30, 2024, salary payable was $8,550 and $13,200, respectively.

Advisor - Affiliate

During the three months ended July 31, 2024 and 2023, the Company incurred consulting fees of $15,000 and $15,000 to the affiliated advisor, respectively. As of July 31, 2024 and April 30, 2024, the total amount due to the affiliated advisor was $225,000 and $210,000, 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 $70,000. 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, the Company incurred management salary of $42,933 to the President. As of July 31, 2024 and April 30, 2024, salary payable was $0 and $10,000, 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.

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, 2024, the Company awarded 30,000 shares of common stock to the Vice President of Distro Plus Division valued at $2,370 recorded as stock payable as of July 31, 2024.

During the three months ended July 31, 2024 and 2023, the Company incurred management salary of $28,983 and $24,747 to the Vice President, 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, the Company incurred consulting fees of $6,462 to the Director.

22

NOTE 8 - COVERTIBLE NOTE PAYABLE

Convertible note payable on July 31, 2024 and April 30, 2024, consists of the following:

	July 31, 2024		April 30, 2024
Dated June 16, 2021	$	20,000	$	20,000
Dated September 8, 2021		18,000		18,000
Total convertible note payable	$	38,000	$	38,000

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded a total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2024, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. As of July 31, 2024, the debt discount was fully amortized. As of July 31, 2024 and April 30, 2024, the convertible note principal balance was $20,000.

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

During the three months ended July 31, 2024 and 2023, the Company recorded interest expenses of $863 and $5,461, respectively. As of July 31, 2024 and April 30, 2024, the accrued interest payable was $80,908 and $80,046, respectively.

As of July 31, 2024 and April 30, 2024, the convertible note payable was $38,000.

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NOTE 9 - PROMISSORY NOTE PAYABLE

Promissory note payable on July 31, 2024 and April 30, 2024, consists of the following:

	July 31, 2024			April 30, 2024
August 2022	$	137,500		$	137,500
September 2022		110,000			110,000
October 2022		229,350			229,350
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		55,000			55,000
March 2023		55,000			55,000
May 2023		85,800			85,800
June 2023		231,220			236,720
August 2023		165,000			165,000
September 2023		125,000			125,000
November 2023		140,000			160,000
January 2024		150,000			150,000
February 2024		120,000			120,000
Total promissory notes payable, gross		1,994,370			2,019,870
Less: Unamortized debt discount		(23,959	)		(49,977	)
Total promissory notes, net	$	1,970,411		$	1,969,893

The terms of the promissory notes are summarized as follows:

· Loan Expiry Term of Six Months to One Year

· Weighted Average Remaining Term of 0.51 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, 2024 and 2023, the Company issued promissory notes for aggregate principal amount of $0 and $478,500 for proceeds of $0 and $433,500, respectively.

During the three months ended July 31, 2024 and 2023, the Company made repayment on principal balance of promissory notes of $25,500 and $103,000 and accrued interest of promissory notes of $550 and $5,941, respectively.

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 inducement of promissory notes issued during the three months ended July 31, 2023.

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

During the year ended July 31, 2024 and 2023, the Company recorded interest expenses of $37,389 and $44,100, respectively. As of July 31, 2024 and April 30, 2024, the accrued interest payable was $232,984 and $196,145, 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 ranging from 10.96% to 18%. The Company made downpayment of $5,000 on two vehicles and $6,500 on one vehicle.

During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a downpayment of $5,000 on two vehicles.

As of July 31, 2024 and April 30, 2024, the finance lease obligations included in current liabilities were $44,675 and $43,710 and finance lease obligations included in non-current liabilities was $134,623 and $146,186, respectively. During the three months ended July 31, 2024 and 2023, interest expense was $3,932 and $2,284 and depreciation on the right-of-used assets was $12,046 and $7,727, respectively.

As of July 31, 2024 and April 30, 2024, the Company had the following lease obligations:

	Discount		July 31,		April 30,
	Rate	Maturity	2024		2024
Current	6.13% - 10.51%	March 2027 - July 2029	$	44,675	$	43,710
Non-current	6.13% - 10.51%	March 2027 - July 2029		134,623		146,186
			$	179,298	$	189,896

The following table summarizes the maturity of our lease liabilities as of July 31, 2024:

Balance - April 30, 2023	$	113,604
Lease liability additions		111,960
Repayment of Lease liability		(51,447	)
Imputed interest		15,779
Balance - April 30, 2024	$	189,896
Lease liability additions		-
Repayment of Lease liability		(14,529	)
Imputed interest		3,931
Balance - July 31, 2024	$	179,298

Year Ended April 30,
2025	$	43,588
2026		58,118
2027		55,247
2028		23,661
Thereafter		29,722
Total lease payments		210,336
Less: imputed interest		(31,038	)
Lease liabilities	$	179,298

As of July 31, 2024, the Company has right-of-use assets as follows:

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		-
Depreciation		(12,046	)
Balance - July 31, 2024	$	197,271

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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, 2024, the lease is currently on a 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 December 31, 2024, at a cost of $4,500 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, 2024 and through the date that these financials were issued, the Company had the following subsequent events:

In August 2024, the Company received the remaining outstanding $60,000 cash proceeds from the issuance of 25 shares of Series C Preferred Stock in June 2024.

On August 25, 2024, the Company was served with a Complaint, filed in the Eighth Judicial District Court, Clark County, State of Nevada which the Company and its counsel believe to be a non-material litigation Case, because the matter had been resolved. The details of the Complaint can be found in Case No. A-24-899399 C Department 20 Nicholas Bell (“Plaintiff”) vs. GPO Plus, Brett Pojunis and Laurence Ruhe. The complaint, which alleges among other matters (i) Breach of contract. The Company has instructed counsel to contact opposing counsel and share with them the Settlement Agreement and alternatively file a motion to dismiss the complaint for which the Company feels there is no basis to support the lawsuit to continue in light of the issues having been settled.

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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, 2024 and 2023.

Three Months Ended July 31, 2024 Compared to the Three Months July 31, 2023

	Three Months Ended July 31,
	2024			2023			Changes			%
Revenues	$	1,207,741		$	970,735		$	237,006			24	%
Cost of revenue	$	(945,994	)	$	(747,031	)	$	(198,963	)		27	%
Gross Profit	$	261,747		$	223,704		$	38,043			17	%
Operation Expenses	$	(746,949	)	$	(1,155,090	)	$	408,141		(35		%)
Loss from Operations	$	(485,202	)	$	(931,386	)	$	446,184		(48		%)
Other Expenses	$	(101,507	)	$	(286,422	)	$	184,915		(65		%)
Net Loss	$	(586,709	)	$	(1,217,808	)	$	631,099		(52		%)

Revenues

We had revenues of $1,207,741 from operations during the three months July 31, 2024 as compared to $970,735 of revenues during the three months ended July 31, 2023. The increase in revenue is attributed to increased business activities during the three months ended July 31, 2024.

Net Loss

Our unaudited financial statements report a net loss of $586,709 for the three months ended July 31, 2024 as compared to a net loss of $1,217,808 for the three months ended July 31, 2023. The decrease in net loss was due to decrease in operating expenses and other expenses.

Expenses

Our operating expenses for the three months ended July 31, 2024 were $746,949 compared to $1,155,090 for the three months ended July 31, 2023. Operating expenses for the three months ended July 31, 2024 consisted of $465,979 in general and administrative expenses, $190,122 in professional fees, $7,308 in professional fees for related parties and $83,540 in management fees and salaries for related parties. Operating expenses for the three months ended July 31, 2023, consisted of $331,510 in general and administrative expenses, $438,693 in professional fees, $257,299 in professional fees for related parties and $127,588 in management fees and salaries for related parties. The decrease in operating expenses during the three months ended July 31, 2024 was mainly due to the decrease in professional fees and professional fees – related parties. During the three months ended July 31, 2024 and 2023, the Company incurred stock-based compensation of $7,110 and $147,098 for common stock awards to consultants and $7,308 and $257,299 for common stock awards to related parties, respectively. Compensation was recorded under professional fees in the statements of operations.

Other Expenses

Our other expenses for the three months ended July 31, 2024 were $101,507 compared to $286,422 for the three months ended July 31, 2023. During the three months ended July 31, 2024, the Company incurred interest expense from loans of $70,297, interest expense from finance leases of $3,932, interest expense convertible notes $863 and debt discount amortization of $26,018. During the three months ended July 31, 2023, the Company incurred interest expense from loans of $44,100, interest expense from note extension $57,390, interest expense from finance leases of $2,883, interest expense convertible notes $5,462 and debt discount amortization of $176,507.

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LIQUIDITY AND CAPITAL RESOURCES

Working Capital

	July 31,			April 30,
	2024			2024
Current Assets	$	531,142		$	564,499
Current Liabilities	$	4,650,374		$	4,309,483
Working Capital (Deficiency)	$	(4,119,232	)	$	(3,744,984	)

Our total current assets as of July 31, 2024 were $531,142 as compared to total current assets of $564,499 as of April 30, 2024. The increase in current assets was due to an increase in inventory and prepaid expenses.

Our total current liabilities as of July 31, 2024 were $4,650,374 as compared to total current liabilities of $4,309,483 as of April 30, 2024. The increase in current liabilities was due primarily to the increase accounts payable and accrued liabilities, accrued liabilities to related parties, stock payable and accrued interest.

Our working capital deficit on July 31, 2024 was $4,119,332 as compared to working capital deficit of $3,744,984 as of April 30, 2024. The increase in working capital deficiency was due to the factors noted above.

Cashflow

	For the three Months Ended July 31
	2024			2023
Cash Flows used in Operating Activities	$	(164,788	)	$	(314,373	)
Cash Flows used in Investing Activities	$	(67,874	)	$	-
Cash Flows provided by Financing Activities	$	219,971		$	311,277
Net decrease in cash during period	$	(12,691	)	$	(3,096	)

Operating Activities

Net cash used in operating activities was $164,788 for the three months ended July 31, 2024 compared with $314,373 net cash used in operating activities during the same period in 2023.

During the three months ended July 31, 2024, net cash used in operating activities was attributed to net loss of $586,709 decreased by stock-based compensation of $7,110, stock based compensation for related parties of $7.308, stock payable for lease expense of $7,500, stock payable for interest expense for promissory notes of $32,908, depreciation of property and equipment of $12,723, depreciation for right-of-use assets of $12,046, amortization of intangible assets of $7,129, amortization of promissory note discount of $26,018 and interest expense on finance lease of $3,931 and a net change in operating assets and liabilities of $305,248.

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 $147,098, stock-base compensation related parties of $257,299, stock issued for promissory note extension of $57,390, stock payable for lease expense of $6,921, 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 and a net change in operating assets and liabilities of $234,127.

Investing Activities

During the three months ended July 31, 2024 and 2023, we used $67,874 and $0 in investing activities, respectively. During the three months ended July 31, 2024, the Company acquired four vehicles for $67,874.

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Financing Activities

During the three months ended July 31, 2024, net cash from financing activities was $219,971 compared to $311,277 during the same period in 2023. Cash flows from financing activities during the three months ended July 31, 2024 were from repayment for finance leases $14,529, repayment of promissory notes $25,500, repayment from return of series C preferred shares $100,000 and proceeds from issuance of series C preferred shares totalling $360,000. Proceeds from financing activities during the three months ended July 31, 2023, were from repayment for finance leases $19,223, proceeds from issuance of promissory notes totalling $433,500 and repayment of promissory notes $103,000.

Going Concern

As of July 31, 2024, we had cash on hand of $56,724. We generated revenues of $1,207,741 and gross profit of $261,747 during the three months ended July 31, 2024, but incurred net loss of $586,709 during the period and a cumulative deficit of 40,026,756 since our inception. 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. 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.

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, 2024. 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, 2024.

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.

On August 25, 2024, the Company was served with a Complaint, filed in the Eighth Judicial District Court, Clark County, State of Nevada which the Company and its counsel believe to be a non-material litigation Case, because the matter had been resolved. The details of the Complaint can be found in Case No. A-24-899399 C Department 20 Nicholas Bell (“Plaintiff”) vs. GPO Plus, Brett Pojunis and Laurence Ruhe. The complaint, which alleges among other matters (i) Breach of contract. The Company has instructed counsel to contact opposing counsel and share with them the Settlement Agreement and alternatively file a motion to dismiss the complaint for which the Company feels there is no basis to support the lawsuit to continue in light of the issues having been settled.

With the exception of the above-described complaint, which we believe to be non-material, 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 year ended April 30, 2024, the Company issued 61.5 shares of series C preferred stock for cash proceeds of $615,000.

During the year ended April 30, 2024, the Company issued 43 shares of series C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

During the three months ended July 31, 2024, the Company refunded $100,000 to an investor for the return of 10 shares of series C preferred stock originally issued in March 2024.

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

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 January 31, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

33

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: September 13, 2024	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)

34

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

I, Brett H. Pojunis, the Chief Executive Officer and Chief Financial Officer of GPO Plus, Inc. (the “Company”) certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedure to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: September 13, 2024	/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)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of, I Brett H. Pojunis, the Chief Executive Officer and Chief Financial Officer of GPO Plus, Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Quarterly Report on Form 10-Q for the quarter ended July 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Dated:  September 13, 2024	/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)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

XML

Cover - shares	3 Months Ended
	Jul. 31, 2024	Sep. 05, 2024
Cover [Abstract]
Entity Registrant Name	GPO PLUS, INC.
Entity Central Index Key	0001673475
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jul. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		57,633,014
Entity File Number	333-213744
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	37-1817132
Entity Address Address Line 1	3571 E. Sunset Road
Entity Address Address Line 2	Suite 300
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89120
City Area Code	855
Local Phone Number	935-9111
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

CONDENSED BALANCE SHEETS - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Current Assets:
Cash	$ 56,724	$ 69,415
Accounts receivable	11,311	57,792
Prepaid expenses	41,595	35,140
Inventory, net	421,512	402,152
Total Current Assets	531,142	564,499
Finance lease right-of-use assets, net	197,271	209,317
Property and equipment, net	157,560	102,409
Intangible assets, net	26,643	33,772
TOTAL ASSETS	912,616	909,997
Current Liabilities:
Accounts payable and accrued liabilities	1,731,103	1,557,548
Accrued interest	313,892	276,190
Accrued liabilities - related parties	296,600	233,200
Deposits	9,925	0
Convertible note payable, net of debt discount of $0	38,000	38,000
Promissory note payable, net of debt discount of $23,959 and $49,977, respectively	1,970,411	1,969,893
Finance lease liabilities	44,675	43,710
Stock payable - related parties	30,547	23,239
Stock payable	215,221	167,703
Total Current Liabilities	4,650,374	4,309,483
Finance lease liabilities - non-current	134,623	146,186
Total Liabilities	4,784,997	4,455,669
Commitments and Contingencies (Note 11)	0	0
Stockholders' Deficit:
Common stock, $0.0001 par value, 90,000,000 shares authorized; 57,518,014 shares issued and outstanding	5,752	5,752
Subscription receivable	(60,000)	0
Additional paid in capital	34,291,357	33,971,357
Accumulated deficit	(40,026,756)	(39,440,047)
Total Stockholders' Deficit	(5,789,535)	(5,462,826)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	912,616	909,997
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	100	100
Series C Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	0	0
Founders Class A Common Stock [Member]
Stockholders' Deficit:
Preferred stock, value	12	12
Founder Series A Non Voting Redeemable Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	167,154	167,154
Series A Non - Voting Redeemable Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, value	$ 1,750,000	$ 1,750,000

XML

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Debt discount on convertible notes payable	$ 0	$ 0
Debt discount on promissory notes payable	$ 23,959	$ 49,977
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	57,518,014	57,518,014
Common stock, shares outstanding	57,518,014	57,518,014
Series A Preferred Stock [Member]
Preferred Stock, shares par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	1,000,000	1,000,000
Preferred Stock, shares outstanding	1,000,000	1,000,000
Preferred Stock, shares designated	1,000,000	1,000,000
Series C Preferred Stock [Member]
Preferred Stock, shares par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	136	104
Preferred Stock, shares outstanding	136	104
Preferred Stock, shares designated	200	175
Founders Class A Common Stock [Member]
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	115,000	115,000
Common stock, shares outstanding	115,000	115,000
Founder Series A Non Voting Redeemable Preferred Stock [Member]
Preferred Stock, shares par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	21,250	21,250
Preferred Stock, shares outstanding	21,250	21,250
Preferred Stock, stated value	$ 15	$ 15
Preferred Stock, shares authorized	500,000	500,000
Series A Non - Voting Redeemable Preferred Stock [Member]
Preferred Stock, shares par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	175,000	175,000
Preferred Stock, shares outstanding	175,000	175,000
Preferred Stock, stated value	$ 10	$ 10
Preferred Stock, shares designated	175,000	175,000

XML

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 1,207,741	$ 970,735
Cost of revenue	945,994	747,031
Gross Profit	261,747	223,704
Operating Expenses
General and administrative	465,979	331,510
Professional fees	190,122	438,693
Professional fees - related parties	7,308	257,299
Management fees and salaries - related parties	83,540	127,588
Total Operating Expenses	746,949	1,155,090
Loss from operations	(485,202)	(931,386)
Other Expense
Interest expense	(101,507)	(286,422)
Total Other Expense	(101,507)	(286,422)
Net Loss	$ (586,709)	$ (1,217,808)
Net Loss Per Common Share: Basic and Diluted	$ (0.01)	$ (0.03)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted	57,633,014	39,569,300

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Founders Series A Non - Voting Redeemable Preferred Stock	Series A Non - Voting Redeemable Preferred Stock	Series A Convertible Preferred Stock	Founders Class A Common Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Series C Preferred Shares	Subscription Receivable
Balance, shares at Apr. 30, 2023		28,750	175,000	1,000,000	115,000	39,454,300
Balance, amount at Apr. 30, 2023	$ (3,862,816)	$ 224,905	$ 1,750,000	$ 100	$ 12	$ 3,947	$ 30,635,238	$ (34,502,113)
Issuance of common stock for conversion of debts, shares						613,437
Issuance of common stock for conversion of debts, amount	93,150	0	0	0	0	$ 61	93,089	0
Net loss	(1,217,808)	$ 0	$ 0	$ 0	$ 0	$ 0	0	(1,217,808)
Balance, shares at Jul. 31, 2023		28,750	175,000	1,000,000	115,000	40,067,737
Balance, amount at Jul. 31, 2023	(4,987,474)	$ 224,905	$ 1,750,000	$ 100	$ 12	$ 4,008	30,728,327	(35,719,921)
Balance, shares at Apr. 30, 2024		21,250	175,000	1,000,000	115,000	57,518,014			105
Balance, amount at Apr. 30, 2024	(5,462,826)	$ 167,154	$ 1,750,000	$ 100	$ 12	$ 5,752	33,971,357	(39,440,047)	$ 0	$ 0
Net loss	(586,709)	0	0	0	0	0	0	(586,709)	$ 0	0
Issuance of Series C Preferred Shares for cash, shares									42
Issuance of Series C Preferred Shares for cash, amount	360,000	0	0	0	0	0	420,000	0	$ 0	(60,000)
Return of Series C Preferred Shares , shares									(10)
Return of Series C Preferred Shares, amount	(100,000)	$ 0	$ 0	$ 0	$ 0	$ 0	(100,000)	0	$ 0	0
Balance, shares at Jul. 31, 2024		21,250	175,000	1,000,000	115,000	57,518,014			137
Balance, amount at Jul. 31, 2024	$ (5,789,535)	$ 167,154	$ 1,750,000	$ 100	$ 12	$ 5,752	$ 34,291,357	$ (40,026,756)	$ 0	$ (60,000)

XML

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (586,709)	$ (1,217,808)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services	7,110	147,098
Stock based compensation for services - related parties	7,308	257,299
Stock issued for promissory note extension	0	57,390
Stock payable for lease expense	7,500	6,921
Stock payable for interest expense for promissory notes	32,908	0
Depreciation of property and equipment	12,723	6,354
Depreciation of right-of-use-assets	12,046	7,727
Amortization of intangible assets	7,129	7,129
Amortization of promissory note discount	26,018	176,506
Interest expense on finance lease	3,931	2,884
Changes in operating assets and liabilities:
Accounts receivable	46,481	(26,825)
Prepaid expenses	(6,455)	(1,748)
Inventory	(19,360)	(92,176)
Accounts payable and accrued liabilities	173,555	380,157
Accrued interest	37,702	43,619
Accrued liabilities - related parties	63,400	(71,592)
Deposit	9,925	2,692
Net cash used in Operating Activities	(164,788)	(314,373)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(67,874)	0
Net cash used in Investing Activities	(67,874)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases	(14,529)	(19,223)
Proceeds from issuance of promissory notes	0	433,500
Repayment of promissory notes	(25,500)	(103,000)
Repayment from return of series C preferred shares	(100,000)	0
Proceeds from issuance of series C preferred shares	360,000	0
Net cash provided by Financing Activities	219,971	311,277
Net change in cash for period	(12,691)	(3,096)
Cash at beginning of period	69,415	55,496
Cash at end of period	56,724	52,400
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	550	5,941
NON-CASH INVESTING AND FINANCING ACTIVITIES
Subscription receivable from issuance of series C preferred shares	60,000	0
Recognition of finance lease right-of-use assets	0	80,300
Stock payable for note inducement	0	64,235
Stock payable for prepaid expense	0	52,200
Issuance of common stock for conversion of debts	$ 0	$ 93,150

XML

ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Jul. 31, 2024

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

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 16.05%, 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.

XML

GOING CONCERN

3 Months Ended

Jul. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 2 - GOING CONCERN

The Company’s financial statements as of July 31, 2024 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 $40,026,756. 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jul. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 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, 2024, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 19, 2024.

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, 2024 and April 30, 2024, the Company had cash of $56,724 and $69,415, 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.

As of July 31, 2024 and April 30, 2024, the Company had accounts receivable of $11,311 and $57,792, respectively.

As of July 31, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 54% and 46%, respectively.

As of April 30, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 90% and 10%, 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.

	July 31,		April 30,
	2024		2024
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for services to consultants		39,595		33,140
Total	$	41,595	$	35,140

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, 2024 and April 30, 2024, the Company recorded inventory reserve of $32,632 and $31,387 for slow moving or obsolete inventory.

As of July 31, 2024 and April 30, 2024, the Company had finished goods inventory, net of inventory reserve of $421,512 and $402,152, respectively.

	July 31, 2024		April 30, 2024
Mr Vapor	$	2,863	$	3,473
Nutriumph		45,732		50,039
Distro		24,257		15,675
Loon		339,837		324,142
Vyve		8,823		8,823
	$	421,512	$	402,152

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 the three months ended July 31, 2024, and 2023, no impairment losses have been identified.

Revenue Recognition

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

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

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

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

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

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

During the three months ended July 31, 2024 and 2023, the Company recognized $1,207,741 and $970,729 of revenues related to merchandise and product sales, and $0 and $6 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,207,741 and $970,735, respectively. The Company incurred cost of revenue of $945,994 and $747,031 and generated gross profit of $261,747 and $223,704 during the three months ended July 31, 2024 and 2023, respectively. In regard to the sales that occurred during the three months ended July 31, 2024 and 2023, there are no unfulfilled obligations related to the merchandise and product sales.

During the three months ended July 31, 2024, the Company has one customer who contributed over 10% of total sales at 97%.

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

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, 2024 and April 30, 2024, accounts payable and accrued liabilities were $1,731,103 and $1,557,548, comprised of trade payable of $1,684,470 and $1,491,332 and payroll liabilities of $46,633 and $66,216, respectively.

Leases

We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:

· A transferal of ownership of an asset to the lessee at the end of the term of the initial lease

· The lessee is certain that they will exercise a purchase option at the end of the term of the lease

· The leased asset has no alternative use to the lessor at the end of the lease

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

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

Operating leases

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.

Finance lease.

Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.

Segments

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modelling inputs based on assumptions)

None of the financial instruments are measured at fair value on a recurring basis.

Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.

When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.

Share-Based Compensation

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

During the three months ended July 31, 2024 and 2023, the Company recorded $14,418 stock-based compensation expense and $404,397 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $0 and $25,500, 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 Month Ended
	July 31,
	2024		2023
Common stock award to consultants	$	7,110	$	147,098
Common stock award to management and executives - related parties		7,308		257,299
	$	14,418	$	404,397

Basic and Diluted Loss per Share

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

For the three months ended July 31, 2024 and 2023, 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,
	2024		2023
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		38,000		188,000
Warrants		168,000		168,000
Common Stock Payable		2,184,649		3,668,983
		3,390,649		5,024,983

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2024 and 2023, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

As of July 31, 2024 and 2023, convertible shares from the Company’s non-affiliate convertible notes were 38,000 shares and 188,000 shares, respectively. (Note 8)

As of July 31, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

As of July 31, 2024 and 2023, the Company had stock payable of $245,768 and $559,643 for outstanding 2,184,649 shares and 3,668,983 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,
	2024			2023
Net loss per share, basic diluted	$	(0.01	)	$	(0.03	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(5.10	)	$	(10.59	)
Ordinary Common stock	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,518,014			39,454,300
Total weighted average shares outstanding		57,633,014			39,569,300

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.

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ASSETS PURCHASE

3 Months Ended

Jul. 31, 2024

ASSETS PURCHASE

ASSETS PURCHASE

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 $7,129 and $7,129 for the three months ended July 31, 2024 and 2023, recorded as general and administrative expenses. As of July 31, 2024 and April 30, 2024, the intangible assets were $26,643 and $33,772, net of accumulated amortization of $58,910 and $51,781. 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
2025 (excluding three months ended July 31, 2024)	$	21,389
Thereafter		5,254
	$	26,643

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PROPERTY AND EQUIPMENT

3 Months Ended

Jul. 31, 2024

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of July 31, 2024 and April 30, 2024 are summarized as follows:

Cost	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	72,504	$	9,215	$	59,503	$	141,222
Additions		-		-		67,874		67,874
July 31, 2024	$	72,504	$	9,215	$	127,377	$	209,096

Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	28,490	$	5,760	$	4,563	$	38,813
Additions		5,202		1,152		6,369		12,723
July 31, 2024	$	33,692	$	6,912	$	10,932	$	51,536

Net book value	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	44,014	$	3,455	$	54,940	$	102,409
July 31, 2024	$	38,812	$	2,303	$	116,445	$	157,560

During the three months ended July 31, 2024 and 2023, the Company acquired four automobiles of $67,874 and had no additions in property and equipment, respectively.

As of July 31, 2024 and April 30, 2024, Property and Equipment were $157,560 and $102,409, respectively. Depreciation expenses of $12,723 and $6,354 were incurred during the three months ended July 31, 2024 and 2023, respectively.

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CAPITAL STOCK

3 Months Ended

Jul. 31, 2024

CAPITAL STOCK

CAPITAL STOCK

NOTE 6 - CAPITAL STOCK

Share Capital

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

· 90,000,000 shares of ordinary common stock

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

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

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

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

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

Equity Compensation Plans

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

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (1)
Equity compensation plans approved by security holders					1,867,122 common
		-		N/A	shares

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

Ordinary Common Stock

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)

As of July 31, 2024 and April 30, 2024, the issued and outstanding ordinary common stock was 57,518,014.

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, 2024 and April 30, 2024, 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, 2024 and April 30, 2024, 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, 2024 and April 30, 2024, 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, 2024, the Company issued 61.5 shares of series C preferred stock for cash proceeds of $615,000.

During the year ended April 30, 2024, the Company issued 43 shares of series C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

During the three months ended July 31, 2024, the Company issued 42 shares of series C preferred stock for cash proceeds of $420,000. As of July 31, 2024, $360,000 were received and $60,000 was still outstanding recorded as subscription receivable under stockholders’ equity.

During the three months ended July 31, 2024, the Company refunded $100,000 to an investor for the return of 10 shares of series C preferred stock originally issued in March 2024.

As of July 31, 2024 and April 30, 2024, the issued and outstanding shares of series C preferred stock were 136.5 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)

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended July 31, 2024 and year ended April 30, 2024:

	Number of Shares		Weighted- Average Exercise Price
Balances as of April 30, 2023		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of April 30, 2024		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of July 31, 2024		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, 2024:

		Warrants Outstanding					Warrants Exercisable
			Weighted Average
Number			Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares			life (in years)		Exercise Price		of Shares		Exercise Price
	168,000			0.11	$	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 on July 31, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of July 31, 2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.079 on July 31, 2024.

Stock Payable

As of July 31, 2024 and April 30, 2024, the Company had stock payable of $245,768 and $190,942 for outstanding 2,184,649 and 1,691,213 common shares, comprised of stock payable of $30,547 and $23,239 for outstanding 250,833 and 158,333 common shares to related parties and stock payable of $215,221 and $167,703 for outstanding 1,933,816 and 1,532,880 common shares to non-affiliates, respectively. As of July 31, 2024 and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets.

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,308 and $257,299 for outstanding 92,500 and 1,470,279 common shares to executives and senior management. (Note 7)

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,110 and $27,907 for outstanding 90,000 and 159,467 common shares to employees.

During the three months ended July 31, 2024 and 2023, the Company recorded stock payable of $7,500 and $6,921 for outstanding 94,936 and 43,860 stock for office rent.

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

During the 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 consultants for consultants for services.

During the three months ended July 31, 2023, the Company recorded stock payable of $57,390 for outstanding 300,000 common 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.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS

Related party compensation for the three months ended July 31, 2024 and 2023, and shareholding and salary payable as of July 31, 2024 and April 30, 2024, are summarized as below:

	Three Months Ended July 31, 2024
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO and CFO	$	39,557	$	-	$	4,938
Advisor - Affiliate		-		15,000		-
VP - Distro Plus		28,983		-		2,370
	$	68,540	$	15,000	$	7,308

	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		-		70,000
Operational Manager		21,495		-		28,923
VP - Distro Plus		24,747		-		5,250
Director		-		6,462		142,188
	$	106,126	$	21,462	$	257,299

	As of July 31, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	8,550	$	4,938
Advisor - Affiliate		6,453,000		500,000		175,000		225,000		-
President - Distro Plus		699,806		-		-		5,000		23,239
Operational Manager		194,652		-		-		-		-
VP - Distro Plus		1,485,000		-		-		-		2,370
Director		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	238,550	$	30,547

	As of April 30, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	13,200	$	-
Advisor - Affiliate		6,453,000		500,000		175,000		210,000		-
President		699,806		-		-		10,000		23,239
COO		194,652		-		-		-		-
Interim CFO/Consultant		1,485,000		-		-		-		-
VP Sales and Marketing		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	233,200	$	23,239

CEO and CFO

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.

During the three months ended July 31, 2024, the Company awarded 62,500 shares of common stock to the CEO and CFO valued at $4,938 recorded as stock payable as of July 31, 2024.

During the three months ended July 31, 2024, and 2023, the Company incurred management salary expenses of $39,557 and $16,951 to the CEO and CFO, respectively. As of July 31, 2024 and April 30, 2024, salary payable was $8,550 and $13,200, respectively.

Advisor - Affiliate

During the three months ended July 31, 2024 and 2023, the Company incurred consulting fees of $15,000 and $15,000 to the affiliated advisor, respectively. As of July 31, 2024 and April 30, 2024, the total amount due to the affiliated advisor was $225,000 and $210,000, 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 $70,000. 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, the Company incurred management salary of $42,933 to the President. As of July 31, 2024 and April 30, 2024, salary payable was $0 and $10,000, 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.

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, 2024, the Company awarded 30,000 shares of common stock to the Vice President of Distro Plus Division valued at $2,370 recorded as stock payable as of July 31, 2024.

During the three months ended July 31, 2024 and 2023, the Company incurred management salary of $28,983 and $24,747 to the Vice President, 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, the Company incurred consulting fees of $6,462 to the Director.

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COVERTIBLE NOTE PAYABLE

3 Months Ended

Jul. 31, 2024

COVERTIBLE NOTE PAYABLE

COVERTIBLE NOTE PAYABLE

NOTE 8 - COVERTIBLE NOTE PAYABLE

Convertible note payable on July 31, 2024 and April 30, 2024, consists of the following:

	July 31, 2024		April 30, 2024
Dated June 16, 2021	$	20,000	$	20,000
Dated September 8, 2021		18,000		18,000
Total convertible note payable	$	38,000	$	38,000

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded a total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2024, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. As of July 31, 2024, the debt discount was fully amortized. As of July 31, 2024 and April 30, 2024, the convertible note principal balance was $20,000.

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

During the three months ended July 31, 2024 and 2023, the Company recorded interest expenses of $863 and $5,461, respectively. As of July 31, 2024 and April 30, 2024, the accrued interest payable was $80,908 and $80,046, respectively.

As of July 31, 2024 and April 30, 2024, the convertible note payable was $38,000.

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PROMISSORY NOTE PAYABLE

3 Months Ended

Jul. 31, 2024

PROMISSORY NOTE PAYABLE

PROMISSORY NOTE PAYABLE

NOTE 9 - PROMISSORY NOTE PAYABLE

Promissory note payable on July 31, 2024 and April 30, 2024, consists of the following:

	July 31, 2024			April 30, 2024
August 2022	$	137,500		$	137,500
September 2022		110,000			110,000
October 2022		229,350			229,350
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		55,000			55,000
March 2023		55,000			55,000
May 2023		85,800			85,800
June 2023		231,220			236,720
August 2023		165,000			165,000
September 2023		125,000			125,000
November 2023		140,000			160,000
January 2024		150,000			150,000
February 2024		120,000			120,000
Total promissory notes payable, gross		1,994,370			2,019,870
Less: Unamortized debt discount		(23,959	)		(49,977	)
Total promissory notes, net	$	1,970,411		$	1,969,893

The terms of the promissory notes are summarized as follows:

· Loan Expiry Term of Six Months to One Year

· Weighted Average Remaining Term of 0.51 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, 2024 and 2023, the Company issued promissory notes for aggregate principal amount of $0 and $478,500 for proceeds of $0 and $433,500, respectively.

During the three months ended July 31, 2024 and 2023, the Company made repayment on principal balance of promissory notes of $25,500 and $103,000 and accrued interest of promissory notes of $550 and $5,941, respectively.

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 inducement of promissory notes issued during the three months ended July 31, 2023.

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

During the year ended July 31, 2024 and 2023, the Company recorded interest expenses of $37,389 and $44,100, respectively. As of July 31, 2024 and April 30, 2024, the accrued interest payable was $232,984 and $196,145, respectively.

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LEASES

3 Months Ended

Jul. 31, 2024

LEASES

LEASES

NOTE 10 – LEASES

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

During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a downpayment of $5,000 on two vehicles.

As of July 31, 2024 and April 30, 2024, the finance lease obligations included in current liabilities were $44,675 and $43,710 and finance lease obligations included in non-current liabilities was $134,623 and $146,186, respectively. During the three months ended July 31, 2024 and 2023, interest expense was $3,932 and $2,284 and depreciation on the right-of-used assets was $12,046 and $7,727, respectively.

As of July 31, 2024 and April 30, 2024, the Company had the following lease obligations:

	Discount		July 31,		April 30,
	Rate	Maturity	2024		2024
Current	6.13% - 10.51%	March 2027 - July 2029	$	44,675	$	43,710
Non-current	6.13% - 10.51%	March 2027 - July 2029		134,623		146,186
			$	179,298	$	189,896

The following table summarizes the maturity of our lease liabilities as of July 31, 2024:

Balance - April 30, 2023	$	113,604
Lease liability additions		111,960
Repayment of Lease liability		(51,447	)
Imputed interest		15,779
Balance - April 30, 2024	$	189,896
Lease liability additions		-
Repayment of Lease liability		(14,529	)
Imputed interest		3,931
Balance - July 31, 2024	$	179,298

Year Ended April 30,
2025	$	43,588
2026		58,118
2027		55,247
2028		23,661
Thereafter		29,722
Total lease payments		210,336
Less: imputed interest		(31,038	)
Lease liabilities	$	179,298

As of July 31, 2024, the Company has right-of-use assets as follows:

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		-
Depreciation		(12,046	)
Balance - July 31, 2024	$	197,271

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jul. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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, 2024, the lease is currently on a 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 December 31, 2024, at a cost of $4,500 per month.

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

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SUBSEQUENT EVENTS

3 Months Ended

Jul. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to July 31, 2024 and through the date that these financials were issued, the Company had the following subsequent events:

In August 2024, the Company received the remaining outstanding $60,000 cash proceeds from the issuance of 25 shares of Series C Preferred Stock in June 2024.

On August 25, 2024, the Company was served with a Complaint, filed in the Eighth Judicial District Court, Clark County, State of Nevada which the Company and its counsel believe to be a non-material litigation Case, because the matter had been resolved. The details of the Complaint can be found in Case No. A-24-899399 C Department 20 Nicholas Bell (“Plaintiff”) vs. GPO Plus, Brett Pojunis and Laurence Ruhe. The complaint, which alleges among other matters (i) Breach of contract. The Company has instructed counsel to contact opposing counsel and share with them the Settlement Agreement and alternatively file a motion to dismiss the complaint for which the Company feels there is no basis to support the lawsuit to continue in light of the issues having been settled.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jul. 31, 2024

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, 2024 are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 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, 2024, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 19, 2024.

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, 2024 and April 30, 2024, the Company had cash of $56,724 and $69,415, 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.

As of July 31, 2024 and April 30, 2024, the Company had accounts receivable of $11,311 and $57,792, respectively.

As of July 31, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 54% and 46%, respectively.

As of April 30, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 90% and 10%, 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.

	July 31,		April 30,
	2024		2024
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for services to consultants		39,595		33,140
Total	$	41,595	$	35,140

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, 2024 and April 30, 2024, the Company recorded inventory reserve of $32,632 and $31,387 for slow moving or obsolete inventory.

As of July 31, 2024 and April 30, 2024, the Company had finished goods inventory, net of inventory reserve of $421,512 and $402,152, respectively.

	July 31, 2024		April 30, 2024
Mr Vapor	$	2,863	$	3,473
Nutriumph		45,732		50,039
Distro		24,257		15,675
Loon		339,837		324,142
Vyve		8,823		8,823
	$	421,512	$	402,152

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 the three months ended July 31, 2024, and 2023, no impairment losses have been identified.

Revenue Recognition

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

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

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

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

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

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

During the three months ended July 31, 2024 and 2023, the Company recognized $1,207,741 and $970,729 of revenues related to merchandise and product sales, and $0 and $6 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,207,741 and $970,735, respectively. The Company incurred cost of revenue of $945,994 and $747,031 and generated gross profit of $261,747 and $223,704 during the three months ended July 31, 2024 and 2023, respectively. In regard to the sales that occurred during the three months ended July 31, 2024 and 2023, there are no unfulfilled obligations related to the merchandise and product sales.

During the three months ended July 31, 2024, the Company has one customer who contributed over 10% of total sales at 97%.

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

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, 2024 and April 30, 2024, accounts payable and accrued liabilities were $1,731,103 and $1,557,548, comprised of trade payable of $1,684,470 and $1,491,332 and payroll liabilities of $46,633 and $66,216, respectively.

Leases

We determine if an arrangement is a lease at inception and whether the lease obligation is an operating lease or finance lease in accordance with ASC 842, “Leases.” A lease obligation is classified as a finance lease, if at least one of the following criteria is met:

· A transferal of ownership of an asset to the lessee at the end of the term of the initial lease

· The lessee is certain that they will exercise a purchase option at the end of the term of the lease

· The leased asset has no alternative use to the lessor at the end of the lease

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

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

Operating leases

Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impairment in accordance with ASC 360.

Finance lease.

Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and finance lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The finance lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Interest expense is determined using the effective interest method. Amortization is recorded on the right-of-use asset on a straight-line basis. Interest and amortization expense are generally presented separately in the statement of operations. The right-of-use asset is tested for impairment in accordance with ASC 360.

Segments

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 –	quoted prices in active markets for identical assets or liabilities
Level 2 –	quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 –	inputs that are unobservable (for example cash flow modelling inputs based on assumptions)

None of the financial instruments are measured at fair value on a recurring basis.

Related Party Balances and Transactions

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (Note 7)

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable US GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable US GAAP.

When the Company has historically determined that the embedded conversion options should not be bifurcated from their host instruments, discounts have been recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not record a beneficial conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s market stock price on the date of note issuance.

Share-Based Compensation

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

During the three months ended July 31, 2024 and 2023, the Company recorded $14,418 stock-based compensation expense and $404,397 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $0 and $25,500, 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 Month Ended
	July 31,
	2024		2023
Common stock award to consultants	$	7,110	$	147,098
Common stock award to management and executives - related parties		7,308		257,299
	$	14,418	$	404,397

Basic and Diluted Loss per Share

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

For the three months ended July 31, 2024 and 2023, 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,
	2024		2023
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		38,000		188,000
Warrants		168,000		168,000
Common Stock Payable		2,184,649		3,668,983
		3,390,649		5,024,983

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on July 31, 2024 and 2023, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

As of July 31, 2024 and 2023, convertible shares from the Company’s non-affiliate convertible notes were 38,000 shares and 188,000 shares, respectively. (Note 8)

As of July 31, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

As of July 31, 2024 and 2023, the Company had stock payable of $245,768 and $559,643 for outstanding 2,184,649 shares and 3,668,983 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,
	2024			2023
Net loss per share, basic diluted	$	(0.01	)	$	(0.03	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(5.10	)	$	(10.59	)
Ordinary Common stock	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,518,014			39,454,300
Total weighted average shares outstanding		57,633,014			39,569,300

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Jul. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Prepaid Expense

	July 31,		April 30,
	2024		2024
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for services to consultants		39,595		33,140
Total	$	41,595	$	35,140

Schedule of finished goods inventory

	July 31, 2024		April 30, 2024
Mr Vapor	$	2,863	$	3,473
Nutriumph		45,732		50,039
Distro		24,257		15,675
Loon		339,837		324,142
Vyve		8,823		8,823
	$	421,512	$	402,152

Schedule of property, plant and equipment

Furniture and Equipment	3-5 years
Computer Equipment	2 years
Automobile	5 years

Schedule of share-based compensation

	Three Month Ended
	July 31,
	2024		2023
Common stock award to consultants	$	7,110	$	147,098
Common stock award to management and executives - related parties		7,308		257,299
	$	14,418	$	404,397

Schedule of Basic and Diluted Loss per Share

	July 31,		July 31,
	2024		2023
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		38,000		188,000
Warrants		168,000		168,000
Common Stock Payable		2,184,649		3,668,983
		3,390,649		5,024,983

Schedule of net loss per share for each of class

	Three Months Ended
	July 31,
	2024			2023
Net loss per share, basic diluted	$	(0.01	)	$	(0.03	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(5.10	)	$	(10.59	)
Ordinary Common stock	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,518,014			39,454,300
Total weighted average shares outstanding		57,633,014			39,569,300

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ASSETS PURCHASE (Table)

3 Months Ended

Jul. 31, 2024

ASSETS PURCHASE

Schedule of future amortization expense

	Amortization
Year Ended April 30,	Expense
2025 (excluding three months ended July 31, 2024)	$	21,389
Thereafter		5,254
	$	26,643

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PROPERTY AND EQUIPMENT (Table)

3 Months Ended

Jul. 31, 2024

PROPERTY AND EQUIPMENT

Summary of Property and equipment

Cost	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	72,504	$	9,215	$	59,503	$	141,222
Additions		-		-		67,874		67,874
July 31, 2024	$	72,504	$	9,215	$	127,377	$	209,096

Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	28,490	$	5,760	$	4,563	$	38,813
Additions		5,202		1,152		6,369		12,723
July 31, 2024	$	33,692	$	6,912	$	10,932	$	51,536

Net book value	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2024	$	44,014	$	3,455	$	54,940	$	102,409
July 31, 2024	$	38,812	$	2,303	$	116,445	$	157,560

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CAPITAL STOCK (Table)

3 Months Ended

Jul. 31, 2024

CAPITAL STOCK

Schedule of Equity Compensation Plans

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

Schedule of activity of warrants exercisable for shares of common stock

	Number of Shares		Weighted- Average Exercise Price
Balances as of April 30, 2023		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of April 30, 2024		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of July 31, 2024		168,000	$	1.25

Schedule of fair value of warrants

	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%

Schedule of outstanding and exercisable warrants

		Warrants Outstanding					Warrants Exercisable
			Weighted Average
Number			Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares			life (in years)		Exercise Price		of Shares		Exercise Price
	168,000			0.11	$	1.25		-	$	-

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RELATED PARTY TRANSACTIONS (Table)

3 Months Ended

Jul. 31, 2024

RELATED PARTY TRANSACTIONS

Schedule of RelatedPartyTransactions

	Three Months Ended July 31, 2024
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO and CFO	$	39,557	$	-	$	4,938
Advisor - Affiliate		-		15,000		-
VP - Distro Plus		28,983		-		2,370
	$	68,540	$	15,000	$	7,308

	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		-		70,000
Operational Manager		21,495		-		28,923
VP - Distro Plus		24,747		-		5,250
Director		-		6,462		142,188
	$	106,126	$	21,462	$	257,299

Summary of shareholding and share payable

	As of July 31, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	8,550	$	4,938
Advisor - Affiliate		6,453,000		500,000		175,000		225,000		-
President - Distro Plus		699,806		-		-		5,000		23,239
Operational Manager		194,652		-		-		-		-
VP - Distro Plus		1,485,000		-		-		-		2,370
Director		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	238,550	$	30,547

	As of April 30, 2024
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	13,200	$	-
Advisor - Affiliate		6,453,000		500,000		175,000		210,000		-
President		699,806		-		-		10,000		23,239
COO		194,652		-		-		-		-
Interim CFO/Consultant		1,485,000		-		-		-		-
VP Sales and Marketing		2,489,128		-		-		-		-
		20,234,086		1,000,000		175,000	$	233,200	$	23,239

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COVERTIBLE NOTE PAYABLE (Table)

3 Months Ended

Jul. 31, 2024

COVERTIBLE NOTE PAYABLE

Schedule of convertible note payable

	July 31, 2024		April 30, 2024
Dated June 16, 2021	$	20,000	$	20,000
Dated September 8, 2021		18,000		18,000
Total convertible note payable	$	38,000	$	38,000

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PROMISSORY NOTE PAYABLE (Table)

3 Months Ended

Jul. 31, 2024

PROMISSORY NOTE PAYABLE

Schedule of promissory note payable

	July 31, 2024			April 30, 2024
August 2022	$	137,500		$	137,500
September 2022		110,000			110,000
October 2022		229,350			229,350
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		55,000			55,000
March 2023		55,000			55,000
May 2023		85,800			85,800
June 2023		231,220			236,720
August 2023		165,000			165,000
September 2023		125,000			125,000
November 2023		140,000			160,000
January 2024		150,000			150,000
February 2024		120,000			120,000
Total promissory notes payable, gross		1,994,370			2,019,870
Less: Unamortized debt discount		(23,959	)		(49,977	)
Total promissory notes, net	$	1,970,411		$	1,969,893

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LEASES (Table)

3 Months Ended

Jul. 31, 2024

LEASES

Summary of Lease obligations

	Discount		July 31,		April 30,
	Rate	Maturity	2024		2024
Current	6.13% - 10.51%	March 2027 - July 2029	$	44,675	$	43,710
Non-current	6.13% - 10.51%	March 2027 - July 2029		134,623		146,186
			$	179,298	$	189,896

Summarizes the maturity of our lease liabilities

Balance - April 30, 2023	$	113,604
Lease liability additions		111,960
Repayment of Lease liability		(51,447	)
Imputed interest		15,779
Balance - April 30, 2024	$	189,896
Lease liability additions		-
Repayment of Lease liability		(14,529	)
Imputed interest		3,931
Balance - July 31, 2024	$	179,298

Year Ended April 30,
2025	$	43,588
2026		58,118
2027		55,247
2028		23,661
Thereafter		29,722
Total lease payments		210,336
Less: imputed interest		(31,038	)
Lease liabilities	$	179,298

Summary of Right-of-use assets

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		-
Depreciation		(12,046	)
Balance - July 31, 2024	$	197,271

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ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - shares	May 05, 2020	Jul. 31, 2024	Apr. 30, 2024
Common stock, shares issued		57,518,014	57,518,014
Common stock, shares outstanding		57,518,014	57,518,014
Brett H. Pojunis [Member]
Common stock, shares issued	5,000,000
Common stock, shares outstanding	5,000,000
Brett H. Pojunis [Member] | Acquistion Member
Ownership percentage	16.05%
Business acquisition percentage of voting interests acquired	53.67%

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GOING CONCERN (Details Narrative) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
GOING CONCERN
Accumulated deficit	$ (40,026,756)	$ (39,440,047)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security Deposit for office premise	$ 2,000	$ 2,000
Prepayment for services to consultants	39,595	33,140
Total	$ 41,595	$ 35,140

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Inventory, Finished goods	$ 421,512	$ 402,152
Nutriumph [Member]
Inventory, Finished goods	45,732	50,039
Vyve inventory [Member]
Inventory, Finished goods	8,823	8,823
Mr Vapor [Member]
Inventory, Finished goods	2,863	3,473
Loon inventory [Member]
Inventory, Finished goods	339,837	324,142
Distro inventory [Member]
Inventory, Finished goods	$ 24,257	$ 15,675

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2)	3 Months Ended
	Jul. 31, 2024
Furniture and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Furniture and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	5 years
Computer Equipment [Member]
Property, Plant and Equipment, Useful Life	2 years
Automobile [Member]
Property, Plant and Equipment, Useful Life	5 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Common stock award to consultants	$ 7,110	$ 147,098
Common stock award to management and executives - related parties	7,308	257,299
Total	$ 14,418	$ 404,397

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - shares	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
Antidilutive securities excluded from the computation of EPS	3,668,983	5,024,983
Warrants [Member]
Antidilutive securities excluded from the computation of EPS	168,000	168,000
Common Stock Payable [Member]
Antidilutive securities excluded from the computation of EPS	2,184,649	3,390,649
Convertible Note [Member]
Antidilutive securities excluded from the computation of EPS	38,000	188,000
Series A Preferred Stock [Member]
Antidilutive securities excluded from the computation of EPS	1,000,000	1,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) - $ / shares	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net loss per share, basic diluted	$ (0.01)	$ (0.03)
Net loss per common shares outstanding founders Class A common stock	(5.10)	(10.59)
Net loss per common shares outstanding Ordinary Common stock	$ (0.01)	$ (0.03)
Weighted average shares outstanding Founders Class A Common stock	115,000	115,000
Weighted average shares outstanding Ordinary Common stock	57,518,014	39,454,300
Total weighted average shares outstanding	57,633,014	39,569,300

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Cost of revenue	$ 945,994	$ 747,031
Accounts receivable	11,311		$ 57,792
Accounts payable and accrued liabilities	1,731,103		1,557,548
Payroll liabilities	46,633		66,216
Trade payable	1,684,470		1,491,332
Cash and cash equivalents	56,724		69,415
Gross profit	261,747	223,704
Revenue recognition during period	1,207,741	970,735
Inventory	421,512		$ 402,152
Stock-based compensation expense	14,418	404,397
Amortization of stock issued for prepaid services	0	25,500
Warrants [Member]
Outstanding warrants	$ 168,000	$ 168,000
Outstanding number of common share for stock payable	2,184,649	3,668,983
Stocks payable	245,768	559,643
Accounts Receivable [Member]
Concentration of credit risk, percentage	10.00%		10.00%
Accounts Receivable [Member] | Two Customer [Member]
Concentration of credit risk, percentage	46.00%		10.00%
Accounts Receivable [Member] | One Customer [Member]
Concentration of credit risk, percentage	54.00%		90.00%
Sales Revenue, Net [Member]
Concentration of credit risk, percentage	10.00%	10.00%
Sales Revenue, Net [Member] | One Customer [Member]
Concentration of credit risk, percentage	97.00%	91.00%
Convertible Notes [Member]
Convertible shares	38,000	188,000
Inventory FIFO [Member]
Inventory	$ 421,512		$ 402,152
Inventory reserve	32,632		$ 31,387
Merchandise And Product Sales [Member]
Revenue recognition during period	1,207,741	$ 970,729
Shipping Recovered Merchandise Sales [Member]
Revenue recognition during period	$ 0	$ 6
Series A Preferred Stock [Member]
Preferred stock, shares issued	1,000,000	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000	1,000,000

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ASSETS PURCHASE (Details)	Jul. 31, 2024 USD ($)
ASSETS PURCHASE
2025	$ 21,389
Thereafter	5,254
Intangible assets net	$ 26,643

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ASSETS PURCHASE (Details Narrative) - USD ($)		3 Months Ended		12 Months Ended
	Jul. 07, 2022	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Intangible Assets, net		$ 26,643		$ 33,772
Amortization expense recorded as general and administrative expense		7,129	$ 7,129
Deemed value		0
Accumulated amortization		58,910		$ 51,781
Aseets Purchase Agreement [Member]
Intangible Assets, net		$ 85,553
Share issued fo acquisition	200,000
Business acquisition share price	$ 0.30
Cash purchase price	$ 50,000
Common stock for total consideration	109,000
Acquired inventory	23,447
Acquired intangible assets	$ 85,553

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PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Jul. 31, 2024	Apr. 30, 2024
Cost Beggining	$ 141,222
Cost Additions	67,874
Cost Ending	209,096
Accumulated Depreciation Beggining	38,813
Accumulated Depreciation Additions	12,723
Accumulated Depreciation Ending	51,536
Net Book Value	157,560	$ 102,409
Computer Equipment [Member]
Cost Beggining	9,215
Cost Additions	0
Cost Ending	9,215
Accumulated Depreciation Beggining	5,760
Accumulated Depreciation Additions	1,152
Accumulated Depreciation Ending	6,912
Net Book Value	2,303	3,455
Automobile [Member]
Cost Beggining	59,503
Cost Additions	67,874
Cost Ending	127,377
Accumulated Depreciation Beggining	4,563
Accumulated Depreciation Additions	6,369
Accumulated Depreciation Ending	10,932
Net Book Value	116,445	54,940
Furniture and Equipment [Member]
Cost Beggining	72,504
Cost Additions	0
Cost Ending	72,504
Accumulated Depreciation Beggining	28,490
Accumulated Depreciation Additions	5,202
Accumulated Depreciation Ending	33,692
Net Book Value	$ 38,812	$ 44,014

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Property and equipment	$ 157,560		$ 102,409
Depreciation expense	12,723	$ 6,354
Four Automobiles [Member]
Acquire automobile	$ 67,874

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CAPITAL STOCK (Details)	3 Months Ended
	Jul. 31, 2024 shares
Securities issuance future compensation plans [Member]
Equity compensation plans approved by security holders	1,867,122

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CAPITAL STOCK (Details 1) - $ / shares	3 Months Ended	12 Months Ended
	Jul. 31, 2024	Apr. 30, 2024
CAPITAL STOCK
Number of shares, Beginning	168,000	168,000
Number of shares, Granted	0	0
Number of shares, Redeemed	0	0
Number of shares, Exercised	0	0
Number of shares, Forfeited	0	0
Number of shares, Ending	168,000	168,000
Weighted average exercise price, Beginning Balance	$ 1.25	$ 1.25
Weighted average exercise price, Granted	0	0
Weighted average exercise price, Redeemed	0	0
Weighted average exercise price, Exercised	0	0
Weighted average exercise price, Forfeited	0	0
Weighted average exercise price, Ending Balance	$ 1.25	$ 1.25

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CAPITAL STOCK (Details 2)	12 Months Ended
	Apr. 30, 2022 $ / shares
Exercise price	$ 1.25
Expected term	5 years
Minimum [Member]
Expected average volatility	555.00%
Risk-free interest rate	0.41%
Maximum [Member]
Expected average volatility	591.00%
Risk-free interest rate	0.43%

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CAPITAL STOCK (Details 3)	3 Months Ended
	Jul. 31, 2024 $ / shares shares
CAPITAL STOCK
Warrants outstanding, number of shares | shares	168,000
Warrants outstanding, weighted average remaining contractual life (in years)	1 month 9 days
Warrants outstanding, weighted average exercise price | $ / shares	$ 1.25
Warrants exercisable, number of shares | shares	0
Warrants exercisable, weighted average exercise price | $ / shares	$ 0

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CAPITAL STOCK (Details Narrative) - USD ($)				1 Months Ended					3 Months Ended		12 Months Ended
	Apr. 04, 2023	May 05, 2022	Sep. 08, 2021	Mar. 27, 2023	May 21, 2022	May 21, 2021	Jan. 21, 2021	Nov. 20, 2020	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Apr. 30, 2022	Apr. 30, 2021	Jun. 16, 2021
Common stock, shares authorized									90,000,000		90,000,000
Common stock, shares issued									57,518,014		57,518,014
Common stock, shares outstanding									57,518,014		57,518,014
Total consideration													$ 287,500
Common stock share issued									57,518,014		57,518,014
Share capital authorized description								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
Preferred stock share									1,000,000
Repyament of promissory notes									$ 25,500	$ 103,000
Accrued interest									550	$ 5,941
Subscription receivable									60,000		$ 0
Refund to the investor									$ 100,000
Related Parties [Member]
Common stock, shares outstanding									250,833		158,333
Stock payable									$ 30,547		$ 23,239
Executives and senior management [Member]
Common stock, shares outstanding									92,500	1,470,279
Stock payable									$ 7,308	$ 257,299
Office lease [Member]
Common stock, shares outstanding									94,936	43,860
Stock payable									$ 7,500	$ 6,921
Employees [Member]
Common stock, shares outstanding									90,000	159,467
Stock payable									$ 7,110	$ 27,907
Two Promissory Notes [Member]
Common stock, shares outstanding									216,000
Stock payable									$ 32,908
Consultant one [Member]
Common stock, shares outstanding										150,000
Stock payable										$ 27,000
Consultant [Member]
Common stock, shares outstanding										675,377
Stock payable										$ 118,891
Two Promissory Notes One [Member]
Common stock, shares outstanding										300,000
Stock payable										$ 57,390
Amended and restated article [Member]
Series A preferred stock								49,500,000
Dated June 16, 2021 [Member]
Common stock, shares authorized								90,000,000
Equity compensation plan [Member]
Stock issued during period for employee and consultant, shares	332,878
Grant date value	$ 0.162
Stock issuance expense	$ 53,892
Shares to be issued	1,867,122
Redeemable Preferred Stocks Series A Non Voting [Member]
Per shares							$ 0.0001
Consideration							$ 50
Preferred Stock shares							500,000
202 Equity incentive Plan [Member]
Number of common stock reserved				2,200,000
Minimum [Member]
Common stock, shares authorized								50,000,000
Maximum [Member]
Series A preferred stock								500,000
Per shares						$ 10
Redemption fair market value						$ 175,000
Consideration of preferred stock						18
Series C Preferred Stock [Member]
Conversion of convertible note principal											$ 11,500
Series A preferred stock, share issued									136		104
Series A preferred stock, share outstanding									136		104
Common stocks value									$ 11,500
Common stock									10,000
Stated value									$ 11,500
Common stock share issue price									$ 0.30
Cash proceed from preferred stock value											$ 615,000
Preferred stock share											6,150,000
Founders Class A Common Stock [Member]
Common stock, shares authorized								10,000,000	10,000,000		10,000,000
Common stock, shares outstanding									115,000		115,000		115,000
Common stock share issued									115,000		115,000
Common stock, shares issued									115,000		115,000		115,000
Series A Non-Voting Redeemable Preferred stock [Member]
Series A preferred stock, share issued									175,000		175,000		28,750
Series A preferred stock, share outstanding									175,000		175,000
Redemption fair market value						$ 1,750,000							$ 224,905
Preferred stock redemption value						$ 10							$ 15
Excess amount of cash consideration													$ 287,500
Non voting redeemable preferred stock													224,905
Non voting redeemable preferred stock allocated to common stock													$ 62,595
Blank Check Common Stock [Member]
Per shares							$ 0.0001
Consideration							$ 50
Preferred Stock shares							500,000
Blank Check Preferred Stock [Member]
Series A preferred stock							1,000,000
Founders Series A Non Voting Redeemable Preferred Stockss
Common stock share issued											400,000
Conversion of preferred stock											7,500
Redemption value											$ 57,751
Warrants Or Stock [Member]
Issued of warrant exercisable price			$ 1.25		$ 0.15									$ 1.25
Issued of warrant exercisable price amended		$ 0.15
Warrant exercised					280,000
Proceeds from issue of warrants					$ 42,000
Issue of convertible preferred stock			168,000
Fair value of the warrants												$ 263,060
Aggregate intrinsic value									$ 0
Common stock purchase warrants shares					280,000
Closing market price									$ 0.079
Series A Preferred Stocks [Member]
Series A preferred stock, share issued									1,000,000		1,000,000
Series A preferred stock, share outstanding									1,000,000		1,000,000
Capital Stock Payable [Member]
Common stock, shares outstanding									2,184,649		1,691,213
Stock payable									$ 245,768		$ 190,942
Stock Payable Non Affiliates [Member]
Common stock, shares outstanding									1,933,816		1,532,880
Stock payable									$ 215,221		$ 167,703
Ordinary Common Stock [Member]
Common stock, shares issued										613,437
Per shares										$ 0.15
Common stock, shares issued for services, Principal value										$ 93,150
Ordinary Common Stock [Member] | Loan inducements of promissory notes [Member]
Common stock, shares outstanding										870,000
Stock payable										$ 64,235
Series C Preferred Stock One [Member]
Cash proceeds									$ 420,000
Preferred stock share									4,200,000		300,000
Repyament of promissory notes											$ 385,000
Accrued interest											$ 37,115
Subscription receivable									$ 60,000
Subscription received outstanding									$ 360,000

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Wages	$ 68,540	$ 106,126
Management/Consulting Fees	15,000	21,462
Stock Compensation	$ 7,308	257,299
Common stock shares	20,234,086		20,234,086
Convertible Series A Preferred Shares	1,000,000		1,000,000
Series A non voting redeemable preferred shares	175,000		175,000
Salary/Consulting Fees Payable	$ 238,550		$ 233,200
Stock Payable	30,547		$ 23,239
Advisor - Affiliate [Member]
Wages	0	0
Management/Consulting Fees	15,000	15,000
Stock Compensation	$ 0	0
Common stock shares	6,453,000		6,453,000
Convertible Series A Preferred Shares	500,000		500,000
Series A non voting redeemable preferred shares	175,000		175,000
Salary/Consulting Fees Payable	$ 225,000		$ 210,000
Stock Payable	0		$ 0
CEO-CFO [Member]
Wages	39,557	16,951
Management/Consulting Fees	0	0
Stock Compensation	$ 4,938	10,938
Common stock shares	8,912,500		8,912,500
Convertible Series A Preferred Shares	500,000		500,000
Salary/Consulting Fees Payable	$ 8,550		$ 13,200
Stock Payable	$ 4,938		$ 0
President - Distro Plus [Member]
Wages		42,933
Management/Consulting Fees		0
Stock Compensation		70,000
Common stock shares	699,806
Convertible Series A Preferred Shares	0
Series A non voting redeemable preferred shares	0
Salary/Consulting Fees Payable	$ 5,000
Stock Payable	23,239
COO [Member]
Common stock shares			194,652
Salary/Consulting Fees Payable			$ 0
Stock Payable			$ 0
Interim CFO Consultant [Member]
Common stock shares			1,485,000
Salary/Consulting Fees Payable			$ 0
Stock Payable			$ 0
VP Sales and Marketing [Member]
Common stock shares			2,489,128
Salary/Consulting Fees Payable			$ 0
Stock Payable			$ 0
VP-Distro Plus [Member]
Wages	28,983	24,747
Management/Consulting Fees	0	0
Stock Compensation	$ 2,370	5,250
Common stock shares	1,485,000
Salary/Consulting Fees Payable	$ 0
Stock Payable	$ 2,370
Operational Manager [Member]
Wages		21,495
Management/Consulting Fees		0
Stock Compensation		28,923
Common stock shares	194,652
Convertible Series A Preferred Shares	0
Series A non voting redeemable preferred shares	0
Salary/Consulting Fees Payable	$ 0
Stock Payable	$ 0
Director [Member]
Wages		0
Management/Consulting Fees		6,462
Stock Compensation		$ 142,188
Common stock shares	2,489,128
Convertible Series A Preferred Shares	0
Series A non voting redeemable preferred shares	0
Salary/Consulting Fees Payable	$ 0
Stock Payable	$ 0
President [Member]
Common stock shares			699,806
Salary/Consulting Fees Payable			$ 10,000
Stock Payable			$ 23,239

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Amount due to related party	$ 238,550		$ 233,200
Advisor - Affiliate [Member]
Consulting fee	15,000	$ 15,000
Amount due to related party	225,000		210,000
Due to affiliated advisor	$ 225,000		210,000
CEO-CFO [Member]
Common stock awarded, shares	62,500	62,500
Common stock awarded, value	$ 4,938	$ 10,938
Amount due to related party	8,550		13,200
Management Salary Expense	39,557	$ 16,951
President - Distro Plus [Member]
Common stock awarded, shares		400,007
Common stock awarded, value		$ 70,000
Amount due to related party	5,000
Amount due to related party	0		$ 10,000
Management Salary Expense		$ 42,933
Operational Manager [Member]
Common stock awarded, shares		165,272
Common stock awarded, value		$ 28,923
Amount due to related party	0
Director [Member]
Common stock awarded, shares		812,500
Common stock awarded, value		$ 142,188
Consulting fee		$ 6,462
Amount due to related party	$ 0
VP Sales - Distro Plus [Member]
Common stock awarded, shares	30,000	30,000
Common stock awarded, value	$ 2,370	$ 5,250
Amount due to related party	$ 28,983	$ 24,747

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COVERTIBLE NOTE PAYABLE (Details) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Total convertible notes	$ 18,000	$ 18,000
Total convertible notes	38,000	38,000
June 16 2021 [Member]
Total convertible notes	20,000	20,000
September 8 2021 [Member]
Total convertible notes	$ 18,000	$ 18,000

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COVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)			1 Months Ended				3 Months Ended		12 Months Ended
	May 05, 2022	Sep. 08, 2021	May 25, 2022	Apr. 30, 2022	Jan. 31, 2022	Jun. 16, 2021	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2022
Debt discount		$ 117,393
Issued of common stock for conversion of convertible note								113,437	1,500,000
Conversion of convertible note principal balance									$ 150,000
Convertible Note Payable							$ 18,000		$ 18,000
Fixed conversion rate							$ 0.15		$ 0.10
Conversion price							$ 1
Amortization of debt discount				$ 194,930			$ 26,018	$ 176,506
Accrued interest payable							80,908		$ 80,046
Interest expense							863	$ 5,461
Warrants [Member]
Debt discount		$ 96,393				$ 166,667
Convertible Notes [Member]
Debt discount						$ 196,667				$ 15,480	$ 101,913
Issued of warrant to purchase									280,000
Issued of common stock for conversion of convertible note			280,000		15,000				500,000	1,133,332
Warrants to purchase common stock shares exercise price		$ 1.25				$ 1.25
Convertible note principal balance							20,000		$ 20,000
Convertible Note Payable		$ 168,000			$ 15,000	$ 280,000	$ 38,000		$ 38,000
Convertible promissory note fixed rate per share		$ 1				$ 1
Fixed conversion rate							$ 0.15		$ 0.15	$ 0.15
Common stock issued for conversion amount			$ 42,000						$ 75,000	$ 170,000
Description of warrant	the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share
Original issue discount		$ 21,000				$ 30,000
Convertible note purchase price		$ 147,000				$ 250,000
Warrants to purchase common stock shares		168,000
Interest Rate						9.00%
Conversion price							$ 1
Expiry date						Mar. 16, 2022

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PROMISSORY NOTE PAYABLE (Details) - USD ($)	Jul. 31, 2024	Apr. 30, 2024
Total promissory notes payable, gross	$ 1,994,370	$ 2,019,870
Less: Unamortized debt discount	(23,959)	(49,977)
Total promissory notes	1,970,411	1,969,893
August, 2022 [Member]
Total promissory notes payable, gross	137,500	137,500
September, 2022 [Member]
Total promissory notes payable, gross	110,000	110,000
October, 2022 [Member]
Total promissory notes payable, gross	229,350	229,350
November, 2022 [Member]
Total promissory notes payable, gross	60,500	60,500
January, 2023 [Member]
Total promissory notes payable, gross	330,000	330,000
February 2023 [Member]
Total promissory notes payable, gross	55,000	55,000
March 2023 [Member]
Total promissory notes payable, gross	55,000	55,000
May 2023 [Member]
Total promissory notes payable, gross	85,800	85,800
June 2023 [Member]
Total promissory notes payable, gross	231,220	236,720
August 2023 [Member]
Total promissory notes payable, gross	165,000	165,000
September 2023 [Member]
Total promissory notes payable, gross	125,000	125,000
November 2023 [Member]
Total promissory notes payable, gross	140,000	160,000
January 2024 [Member]
Total promissory notes payable, gross	150,000	150,000
February 2024 [Member]
Total promissory notes payable, gross	$ 120,000	$ 120,000

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PROMISSORY NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Accrued interest payable	$ 232,984		$ 196,145
Interest expenses	$ 37,389	$ 44,100
Weighted Average Remaining Term	6 months 3 days
Issued promissory notes for aggregate principal amount	$ 0	478,500
Repayment on principal balance of promissory notes		103,000
Accrued interest of promissory notes	$ 550	$ 5,941
Issued of common stock shares		113,437	1,500,000
Conversion of stock repayments Of promissory note		$ 18,150
Conversions loan inducements stock payable		$ 64,235
Conversions of outstanding shares loan inducements		870,000
Descriiption of trading days	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
Proceeds from convertible debt	$ 0	$ 433,500
Repayment of promissory notes	(25,500)	(103,000)
Stock Payable On Promissory Note [Member]
Interest expenses	216,000
Stock payable	$ 32,908	$ 57,390
Outstanding stock for term extension of promissory notes		300,000
Minimum [Member]
Annual interest rate	10.00%
Maximum [Member]
Annual interest rate	18.00%

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LEASES (Details) - USD ($)	3 Months Ended
	Jul. 31, 2024	Apr. 30, 2024	Apr. 30, 2023
Finance lease liabilities	$ 179,298	$ 189,896	$ 113,604
Finance lease liabilities	44,675	43,710
Current Lease Obligation [Member]
Finance lease liabilities	44,675	43,710
Non Current Lease Obligation [Member]
Finance lease liabilities	$ 134,623	$ 146,186
Minimum [Member] | Current Lease Obligation [Member]
Leases discount rate	6.13%
Leases maturity date	March 2027
Minimum [Member] | Non Current Lease Obligation [Member]
Leases discount rate	6.13%
Leases maturity date	March 2027
Maximum [Member] | Current Lease Obligation [Member]
Leases discount rate	10.51%
Leases maturity date	July 2029
Maximum [Member] | Non Current Lease Obligation [Member]
Leases discount rate	10.51%
Leases maturity date	July 2029

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LEASES (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Jul. 31, 2024	Apr. 30, 2024
LEASES
Finance lease liabilitiess current and non current	$ 189,896	$ 113,604
Lease liability additions	0	111,960
Repayment of Lease liability	(14,529)	(51,447)
Imputed interest	3,931	15,779
Finance lease liabilitiess current and non current	$ 179,298	$ 189,896

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LEASES (Details 2) - USD ($)	Jul. 31, 2024	Apr. 30, 2024	Apr. 30, 2023
LEASES
2025	$ 43,588
2026	58,118
2027	55,247
2028	23,661
Thereafter	29,722
Total lease payments	210,336
Less: imputed interest	(31,038)
Finance lease liabilitiess current and non current	$ 179,298	$ 189,896	$ 113,604

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LEASES (Details 3) - USD ($)	3 Months Ended	12 Months Ended
	Jul. 31, 2024	Apr. 30, 2024
LEASES
Finance lease right-of-use assets, net	$ 209,317	$ 129,367
Addition right of use assets	0	121,960
Depreciation	(12,046)	(42,010)
Finance lease right-of-use assets, net	$ 197,271	$ 209,317

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LEASES (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2024	Jul. 31, 2023	Apr. 30, 2024
Leases APR range	The term of these leases are four years with APR ranging from 10.96% to 18%
Depreciation of right-of-use-assets	$ 12,046	$ 7,727
Interest expense on finance lease	3,932	$ 2,284
Finance lease liabilities	$ 44,675		$ 43,710
Vehicles down payment [Member]
Leases APR range	The term of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a downpayment of $5,000 on two vehicles
Vehicles down payment	$ 6,500
Vehicles down payment for Two [Member]
Vehicles down payment	5,000
Non Current Lease Obligation [Member]
Finance lease liabilities	$ 134,623		$ 146,186

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COMMITTMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Jul. 31, 2024 USD ($)
Committments and contingencies description	The leases are exempt from the provisions of ASC 842, Leases, due to the short terms of their durations
Description related to office space and cost	office is approximately 9,940 square feet and is currently leased for a term ending December 31, 2024, at a cost of $4,500 per month
Las Vegas [Member] | January 01 2022 [Member]
Office lease cost, cash payable	$ 2,000
Office lease cost, shares issuable	2,000
Office lease cost, per month	4,000
Las Vegas [Member] | August 05 2020 [Member]
Office lease cost, cash payable	2,750
Office lease cost, shares issuable	2,000
Office lease cost, per month	$ 4,750
Lease term	6 years

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SUBSEQUENT EVENTS (Details Narrative) - Series C Preferred Stock [Member] - Subsequent Event [Member]	1 Months Ended
	Aug. 31, 2024 USD ($) shares
Proceeds from issuance of preferred stock | $	$ 60,000
Preferred stock shares issued | shares	25