GPO Plus, Inc. [GPOX] Filings

10-Q 1 gpox_10q.htm FORM 10-Q gpox_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

	For the quarterly period ended January 31, 2023
	or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to ________

Commission File Number 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada

37-1817132

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

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

855-935-9111

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

n/a

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.

35,948,790 common shares issued and outstanding as of March 6, 2023

GPO PLUS, INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factor	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
SIGNATURES		38

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

GPO PLUS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	January 31,			April 30,
	2023			2022
ASSETS
Current Assets:
Cash	$	224,224		$	2,877
Accounts receivable		7,995			1,104
Prepaid expenses		146,296			445,633
Inventory		23,071			-
Total Current Assets		401,586			449,614

Property and equipment, net		79,240			4,098
Intangible assets, net		69,419			-
TOTAL ASSETS	$	550,245		$	453,712

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		435,059			519,606
Accrued interest		85,967			31,304
Accrued liabilities - related parties		150,632			177,932
Convertible note payable, net of debt discount of $0 and $15,480, respectively		263,000			417,520
Promissory note payable, net of debt discount of $311,611 and $0, respectively		703,839			-
Total Current Liabilities		1,638,497			1,146,362

Total Liabilities		1,638,497			1,146,362

Commitments and Contingencies (Note 10)		-			-

Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding		224,905			224,905
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000

Stockholders’ Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding		12			12
Common stock, $0.0001 par value, 90,000,000 shares authorized; 35,833,790 and 31,361,572 shares issued and outstanding at January 31, 2023, and April 30, 2022, respectively		3,584			3,136
Additional paid in capital		30,054,014			27,795,797
Accumulated deficit		(33,120,867	)		(30,466,600	)
Total Stockholders’ Deficit		(3,063,157	)		(2,667,555	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	550,245		$	453,712

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2023			2022			2023			2022

Revenues	$	104,620		$	397,094		$	186,941		$	995,813
Cost of revenue		64,852			233,217			122,473			752,812
Gross Profit		39,768			163,877			64,468			243,001

Operating Expenses
General and administrative		178,628			81,839			294,247			382,491
Professional fees		317,361			1,121,133			1,127,322			7,412,500
Professional fees - related parties		128,234			5,540,276			686,197			21,000,588
Management fees and salaries - related parties		152,560			86,400			384,732			182,530
Total Operating Expenses		776,783			6,829,648			2,492,498			28,978,109

Loss from operations		(737,015	)		(6,665,771	)		(2,428,030	)		(28,735,108	)

Other Expense
Interest expense		(134,144	)		(102,969	)		(226,237	)		(251,594	)
Total Other Expense		(134,144	)		(102,969	)		(226,237	)		(251,594	)

Net Loss	$	(871,159	)	$	(6,768,740	)	$	(2,654,267	)	$	(28,986,702	)

Net Loss Per Common Share: Basic and Diluted	$	(0.03	)	$	(0.30	)	$	(0.08	)	$	(1.48	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		33,807,556			22,763,198			32,795,117			19,584,324

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED JANUARY 31, 2023, AND 2022

Three and Nine Months Ended January 31, 2023

									Stockholders’ Deficit
	Founders Series A Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Founders Class A Common stock				Common stock						Additional Paid In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit

Balance, April 30, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		31,361,572		$	3,136		$	27,795,797	$	(30,466,600	)	$	(2,667,555	)
Stock based compensation		-		-		-		-		-		-		-		-		61,000			6			12,804		-			12,810
Stock based compensation - related party		-		-		-		-		-		-		-		-		217,500			22			45,653		-			45,675
Issuance of common stock for lease		-		-		-		-		-		-		-		-		23,810			2			4,998		-			5,000
Issuance of common stock for cash		-		-		-		-		-		-		-		-		6,500			1			9,749		-			9,750
Issuance of common stock for exercise of warrants		-		-		-		-		-		-		-		-		280,000			28			41,972		-			42,000
Issuance of common stock for intangible assets		-		-		-		-		-		-		-		-		200,000			20			58,980		-			59,000
Issuance of common stock for note inducement		-		-		-		-		-		-		-		-		75,000			8			15,742		-			15,750
Issuance of common stock for salary payable - related party		-		-		-		-		-		-		-		-		80,000			8			35,192		-			35,200
Net loss		-		-		-		-		-		-		-		-		-			-			-		(376,846	)		(376,846	)
Balance, July 31, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		32,305,382		$	3,231		$	28,020,887	$	(30,843,446	)	$	(2,819,216	)
Stock based compensation		-		-		-		-		-		-		-		-		520,000			52			568,148		-			568,200
Stock based compensation - related party		-		-		-		-		-		-		-		-		308,460			31			512,257		-			512,288
Issuance of common stock for lease		-		-		-		-		-		-		-		-		7,500			1			13,949		-			13,950
Issuance of common stock for cash		-		-		-		-		-		-		-		-		10,000			1			14,999		-			15,000
Issuance of common stock for note conversion		-		-		-		-		-		-		-		-		133,333			13			19,987		-			20,000
Issuance of common stock for note inducement		-		-		-		-		-		-		-		-		1,000,000			100			305,052		-			305,152
Forgiveness of related party loan		-		-		-		-		-		-		-		-		-			-			145,737		-			145,737
Net loss		-		-		-		-		-		-		-		-		-			-			-		(1,406,262	)		(1,406,262	)
Balance, October 31, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		34,284,675		$	3,429		$	29,601,016	$	(32,249,708	)	$	(2,645,151	)
Stock based compensation		-		-		-		-		-		-		-		-		175,000			18			36,732		-			36,750
Stock based compensation - related party		-		-		-		-		-		-		-		-		610,641			61			128,174		-			128,235
Issuance of common stock for lease		-		-		-		-		-		-		-		-		32,808			3			6,887		-			6,890
Issuance of common stock for furniture and equipment		-		-		-		-		-		-		-		-		400,000			40			75,960		-			76,000
Issuance of common stock for note conversion		-		-		-		-		-		-		-		-		999,999			100			149,900		-			150,000
Issuance of common stock for note inducement		-		-		-		-		-		-		-		-		700,000			70			55,208		-			55,278
Cancellation of common stock - related party		-		-		-		-		-		-		-		-		(1,369,333	)		(137	)		137		-			-
Net loss		-		-		-		-		-		-		-		-		-			-			-		(871,159	)		(871,159	)
Balance, January 31, 2023		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		35,833,790		$	3,584		$	30,054,014	$	(33,120,867	)	$	(3,063,157	)

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Three and Nine Months Ended January 31, 2022

									Stockholders’ Deficit
	Founders Series A Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Founders Class A Common stock				Common stock				Additional Paid In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance, April 30, 2021		28,750	$	224,905		-	$	-		1,000,000	$	100		115,000	$	12		9,666,674	$	967	$	450,918	$	(876,144	)	$	(424,147	)
Issuance of preferred stock for cash - related party		-		-		175,000		1,750,000		-		-		-		-		-		-		-		-			-
Stock based compensation		-		-		-		-		-		-		-		-		3,881,642		388		5,822,075		-			5,822,463
Stock based compensation - related party		-		-		-		-		-		-		-		-		5,258,000		526		7,886,474		-			7,887,000
Issuance of common stock for lease		-		-		-		-		-		-		-		-		20,000		2		29,998		-			30,000
Warrants issued in conjunction with convertible note		-		-		-		-		-		-		-		-		-		-		166,667		-			166,667
Net loss		-		-		-		-		-		-		-		-		-		-		-		(19,109,657	)		(19,109,657	)
Balance, July 31, 2021		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		18,826,316	$	1,883	$	14,356,132	$	(19,985,801	)	$	(5,627,674	)
Stock based compensation		-		-		-		-		-		-		-		-		200,000		20		299,980		-			300,000
Stock based compensation - related party		-		-		-		-		-		-		-		-		125,000		12		187,488		-			187,500
Warrants issued in conjunction with convertible note		-		-		-		-		-		-		-		-		-		-		96,393		-			96,393
Net loss		-		-		-		-		-		-		-		-		-		-		-		(3,108,305	)		(3,108,305	)
Balance, October 31, 2021		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		19,151,316	$	1,915	$	14,939,993	$	(23,094,106	)	$	(8,152,086	)
Stock based compensation		-		-		-		-		-		-		-		-		1,069,190		107		1,085,750		-			1,085,857
Stock based compensation - related party		-		-		-		-		-		-		-		-		8,971,336		897		10,837,939		-			10,838,836
Issuance of common stock for lease		-		-		-		-		-		-		-		-		10,667		1		15,999		-			16,000
Issuance of common stock for conversion of debts		-		-		-		-		-		-		-		-		15,000		2		14,998		-			15,000
Net loss		-		-		-		-		-		-		-		-		-		-		-		(6,768,740	)		(6,768,740	)
Balance, January 31, 2022		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		29,217,509	$	2,922	$	26,894,679	$	(29,862,846	)	$	(2,965,133	)

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	January 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,654,267	)	$	(28,986,702	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		917,089			7,020,820
Stock based compensation - related parties		686,198			14,873,318
Lease expense settled by common stock		25,840			2,500
Depreciation of furniture and equipment		858			858
Amortization of intangible assets		16,134			-
Amortization of promissory note discount		156,019			-
Amortization of convertible note discount		15,480			229,792
Changes in operating assets and liabilities:
Accounts receivable		(6,891	)		(70,010	)
Prepaid expenses		-			(306,240	)
Inventory		(23,071	)		-
Accounts payable and accrued liabilities		60,190			42,150
Accrued interest		54,663			21,802
Accrued liabilities - related parties		7,900			116,625
Deposit		-			338,809
Stock payable for stock-based compensation - related parties		-			6,127,270
Stock payable for stock based compensation		-			209,235
Stock payable for lease		-			28,000
Net cash used in Operating Activities		(743,857	)		(351,773	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		(26,553	)		-
Advances on loan receivable - related party		-			(12,500	)
Net cash used in Investing Activities		(26,553	)		(12,500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred stock for cash		-			18
Proceeds from stock subscription		-			15,420
Proceeds from issuance of common stock		24,750			-
Proceeds from exercise of warrants		42,000			-
Proceeds from issuance of promissory notes		925,000			-
Proceeds from issuance of convertible notes		-			397,000
Net cash provided by Financing Activities		991,757			412,438

Net change in cash for period		221,347			48,165
Cash at beginning of period		2,877			12,407
Cash at end of period	$	224,224		$	60,572

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Forgiveness of related party loan	$	145,737		$	-
Warrants issued in conjunction with the issuance of convertible note	$	-		$	263,060
Issuance of common stock for intangible assets	$	59,000		$	-
Issuance of common stock for note inducement	$	376,180		$	-
Issuance of common stock for salary payable - related party	$	35,200		$	-
Issuance of common stock for note conversion	$	170,000		$	15,000
Issuance of common stock for furniture and equipment	$	76,000		$	-
Cancellation of common stock by related party	$	137		$	-

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

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GPO PLUS, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED JANUARY 31, 2023, AND 2022

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016.

On April 2, 2018, the Company changed our corporate name from Koldeck Inc. to Global House Holdings Ltd. and merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.

On June 19, 2020, the Company changed our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. and merged with our wholly owned subsidiary GPO Plus, Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc

Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 21%, and Mr. Chen no longer holds any equity interest in the Company.

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

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

NOTE 2 - GOING CONCERN

The Company’s financial statements as of January 31, 2023, have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $33,120,867. 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 nine months ended January 31, 2023, are not necessarily indicative of the results that may be expected for the year ending April 30, 2023. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2022 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, 2022, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 14, 2022.

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Use of Estimates

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

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification had no impact on net loss and financial position.

Cash and Cash Equivalents

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

As of January 31, 2023 and April 30, 2022, the Company had cash of $224,224 and $2,877, respectively.

Accounts Receivable

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

As of January 31, 2023 and April 30, 2022, the Company had accounts receivable of $7,995 and $1,104, respectively.

Prepaid Expense.

Prepaid expenses relate to security deposit for office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of January 31, 2023 and April 30, 2022, prepaid expense was $146,296 and $445,633, respectively. As of January 31, 2023 and April 30, 2022, $144,296 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. As of April 30, 2022, $443,633 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise.

	January 31,		April 30,
	2023		2022
Security Deposit	$	2,000	$	2,000
Prepayment for shares issued to consultants		144,296		443,633
Total	$	146,296	$	445,633

Inventory

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

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

As of January 31, 2023 and April 30, 2022, the Company had inventory of $23,071 and $0, respectively. (Note 4)

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Intangible Assets

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Property, Plant and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:

Furniture and Equipment	3-5 years
Computer Equipment	2 years

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

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

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Revenue Recognition

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

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

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

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

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

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

The Company engages in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. The Company identifies underserved markets, segments, and industries where there is little to no competition and develops specific GPOs around them. The Company develops industry specific GPOs that leverage the aggregated purchasing power of its members. The GPOs use collective buying power to obtain and negotiate discounts on products and services from vendors. The discounted rates are then shared with its members saving them money and time by also improving supply chain efficiencies.

The Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry, DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements. In addition, GPOPlus offers professional services through GPOPRO Services.

During the nine months ended January 31, 2023, and 2022, the Company recognized $186,425 and $990,753 of revenues related to merchandise and product sales, and $516 and $5,060 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $186,941 and $995,813, respectively. The Company incurred cost of revenue of $122,473 and $752,812 and generated gross profit of $64,468 and $243,001 during the nine months ended January 31, 2023, and 2022, respectively. In regard to the sales that occurred during the nine months ended January 31, 2023, and 2022, there are no unfulfilled obligations related to the merchandise and product sales.

Segments

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

Financial Instruments

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

Related Party Balances and Transactions

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

Convertible Financial Instruments

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

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

Share-Based Compensation

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

During the nine months ended January 31, 2023 and 2022, the Company recorded $1,603,287 stock-based compensation expense and $28,230,643 stock-based compensation expense, which includes stock payable of $0 and $6,336,505, respectively, and amortization of stock issued for prepaid services of $299,337 and $0 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.

	Nine months ended
	January 31,
	2022		2022
Common stock award to consultants	$	917,089	$	7,230,055
Common stock award to management and executives - related parties		686,198		21,000,588
	$	1,603,287	$	28,230,643

Basic and Diluted Loss per Share

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

For the nine months ended January 31, 2023 and 2022, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	January 31,		January 31,
	2023		2022
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		263,000		348,731
Warrants		168,000		448,000
Common Stock Payable		-		381,500
		1,431,000		2,178,231

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

During the year ended April 30, 2022, the Company issued convertible notes totaling $448,000 to a non-affiliate that are convertible at a fixed rate of $1. During the nine months ended January 31, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000. During the year ended April 30, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000. As of January 31, 2023, and January 31, 2022, the convertible notes were $263,000 and $348,731 net of note discount of $0 and $84,269, respectively. As of January 31, 2023, and January 31, 2022, the convertible shares from the convertible notes were 263,000 shares and 348,731 shares, respectively. (Note 8)

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During the year ended April 30, 2022, the Company issued 448,000 three-year attached warrants from the convertible notes of $448,000 to purchase the Company’s common stock at an exercise price of $1.25 per share. During the nine months ended January 31, 2023, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share. As of January 31, 2023, and January 31, 2022, the outstanding warrants were 168,000 and 448,000, respectively. (Note 6)

As of January 31, 2023, and January 31, 2022, the Company had stock payable of $0 and $376,925 for outstanding 0 shares and 381,500 shares of common stock, respectively.

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

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2023			2022			2022			2021
Net loss per share, basic diluted	$	(0.03	)	$	(0.30	)	$	(0.08	)	$	(1.48	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(7.58	)	$	(58.86	)	$	(23.08	)	$	(252.06	)
Ordinary Common stock	$	(0.03	)	$	(0.30	)	$	(0.08	)	$	(1.49	)

Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000			115,000			115,000
Ordinary Common stock		33,692,556			22,648,198			32,680,117			19,469,324
Total weighted average shares outstanding		33,807,556			22,763,198			32,795,117			19,584,324

New Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on May 1, 2021, financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

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

NOTE 4 – ASSETS PURCHASE

On July 7, 2022, the Company entered into an Assets Purchase Agreement to acquire inventory and intangible assets from Orev LLC. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company’s common stock for total consideration of $109,000. The Company acquired inventory of $23,447 and intangible assets valued at $85,553.

The inventory acquired are Nutriumph Products for resale purpose. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at quarter-end was purchased near the end of the quarter. As of January 31, 2023, and April 30, 2022, the Company had inventory of $23,071 and $0, respectively.

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 recognized amortization expense of $16,134 for the nine months ended January 31, 2023, recorded as general and administrative expense. As of January 31, 2023, the intangible asset was $69,419, net of accumulated amortization of $16,134. Based on the carrying value of definite-lived intangible assets as of January 31, 2023, the amortization expense for the next three years will be as follows:

	Amortization
Year Ended April 30,	Expense
2023	$	7,130
2024		28,518
2025		28,518
Thereafter		5,253
	$	69,419

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of January 31, 2023, and April 30, 2022 are summarized as follows:

Cost	Furniture and Equipment		Computer Equipment		Total
April 30, 2022	$	5,719	$	-	$	5,719
Additions		66,785		9,215		76,000
January 31, 2023	$	72,504	$	9,215	$	81,719

Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Total
April 30, 2022	$	1,621	$	-	$	1,621
Additions		858		-		858
January 31, 2023	$	2,479	$	-	$	2,479

Net book value	Furniture and Equipment		Computer Equipment		Total
April 30, 2022	$	4,098	$	-	$	4,098
January 31, 2023	$	70,025	$	9,215	$	79,240

On December 14, 2022, the Company entered into an Assets Purchase Agreement to acquire furniture and equipment from Betterment Retail Solutions, Inc. The purchase price was 400,000 shares at $0.19 per share of the Company’s common stock for consideration of $76,000. On January 31, 2023, the Company issued 400,000 shares of common stock to acquire furniture and warehouse equipment of $66,785 and computer equipment of $9,215.

As of January 31, 2023, and April 30, 2022, Property and Equipment was $79,240 and $4,098, respectively. Depreciation expense of $858 and $858 was incurred during the nine months ended January 31, 2023 and 2022, 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

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.

Ordinary Common Stock

Nine months ended January 31, 2023

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

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

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

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

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

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

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

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

On September 28, 2022, the Company issued 300,000 shares of common stock to a consulting firm at $0.53 per share for prepaid expense of $159,000 for services with a six-month term.

On October 17, 2022, the Company issued 247,500 shares of common stock to employees and executives at $1.86 per share totaling $460,350 for services.

On October 17, 2022, the Company issued 215,000 shares of common stock to consultants at $1.86 per share totaling $399,900 for services which includes $8 cash proceed.

On October 17, 2022, the Company issued 5,000 shares of common stock to a consultant at $1.86 per share for prepaid expenses of $9,300 for services.

On October 17, 2022, the Company issued 7,500 shares of common stock at $1.86 per share of $13,950 to the Company’s landlord for partial payment of rent.

On October 17, 2022, the Company issued 10,000 shares of common stock to a consultant $1.50 per share for cash proceeds of $15,000.

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On October 17, 2022, and October 28, 2022, the Company issued 750,000 shares and 250,000 shares of common stock respectively at total value of $305,152 to noteholders as inducement for promissory notes of $550,000 issued during the six months ended October 31, 2022.

On October 28, 2022, the Company issued 60,960 shares of common stock to the CFO at $0.852 per share of $51,938 for services.

On October 28, 2022, the Company issued 133,333 shares of common stock for the conversion of convertible note principal of $20,000 at a fixed conversion rate of $0.15 per share. (Note 8)

On November 2, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)

On November 8, 2022, pursuant to an agreement entered with the COO of the Company for his resignation on October 18, 2022, the COO returned 1,369,333 shares of common stock to the Company. The returned shares were immediately cancelled.

On November 16, 2022, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)

On January 20, 2023, the Company issued 333,333 shares of common stock for the conversion of convertible note principal of $50,000 at a fixed conversion rate of $0.15 per share. (Note 8)

On January 31, 2023, the Company issued 400,000 shares of common stock for the acquisition of property and equipment from an unaffiliated firm at $0.19 per share in pursuant to asset purchase agreement entered on December 14, 2022.

On January 31, 2023, the Company issued 175,000 shares of common stock to consultants at $0.21 per share totaling $36,750 for services.

On January 31, 2023, the Company issued 62,500 shares of common stock to the CEO at $0.21 per share of $13,125.

On January 31, 2023, the Company issued 339,808 shares of common stock to CFO at $0.21 per share of $71,360 for services.

On January 31, 2023, the Company issued 208,333 shares of common stock to VP Sales at $0.21 per share of $43,750 for services.

On January 31, 2023, the Company issued 32,808 shares of common stock at $0.21 per share of $6,890 to the Company’s landlord for partial payment of rent.

On January 31, 2023, the Company issued 100,000 shares of common stock valued at $2,383 to a noteholder as an inducement for a convertible note of $60,500 issued on November 3, 2022.

On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55000 issued on January 11, 2023

On January 31, 2023, the Company issued 100,000 shares of common stock valued at $8,816 to a noteholder as an inducement for a convertible note of $55,000 issued on January 12, 2023

On January 31, 2023, the Company issued

GPO Plus, Inc. [GPOX] Filings
10-Q	[2023-03-09]
10-Q	[2022-12-09]
10-Q	[2022-10-05]
10-K	[2022-09-13]
10-Q	[2022-03-17]
10-Q	[2022-01-24]
10-Q	[2021-10-25]
10-K	[2021-09-13]
10-Q	[2021-04-30]
10-Q	[2020-12-30]
10-Q	[2020-10-28]
10-K	[2020-09-25]
10-Q	[2020-05-04]
10-Q	[2020-02-04]
10-Q	[2020-01-16]
10-K	[2019-08-13]
10-Q	[2019-03-12]
10-Q	[2018-12-13]
10-Q	[2018-09-19]
10-K	[2018-09-11]
10-Q	[2018-04-06]
10-Q	[2018-03-22]
10-Q	[2017-09-08]
10-K	[2017-07-31]
10-Q	[2017-02-28]
10-Q	[2016-12-15]
S-1	[2016-09-22]