UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Mark One)

☒

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

 

 

 

For the fiscal year ended: April 30, 2022

 

 

☐

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

 

gpox_10kimg4.jpg

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

   

Nevada

37-1817132

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

 Identification No.)

 

 

 

3571 E. Sunset Road, Suite 300

Las Vegas, NV

89120

(Address of principal executive offices)

(Zip Code)

    

Registrant’s telephone number, including area code: 855-935-9111 

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

 

N/A

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒

 

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 last 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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2021, was $16,631,300 based on a $1.90 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

 

32,420,382 shares of common stock as of September 10, 2022

 

 

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to our Annual Report on Form 10-K for the year ended April 30, 2022 (the “Form 10-K”), filed with the United States Securities and Exchange Commission on September 13, 2022 (the “Original Filing Date”), to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K and correct a few grammatical errors. These exhibits were inadvertently not included with our Form 10-K filing.  Exhibit 101 consists of the following materials from our Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):

 

101.INS

XBRL Instance Document

101.SCG

XBRL Taxonomy Schema

101.CAL

XBRL Taxonomy Calculation LinkBase

101.DEF

XBRL Taxonomy Definition Linkbase

101.LAB

XBRL Taxonomy Label Linkbase

101.PRE

XBRL Taxonomy Presentation Linkbase

 

No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-K.

 

As set forth in Item 15 of Part IV, the XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
2

 

 

TABLE OF CONTENTS

 

 

PART I

 

 

 

 

 

 

 

 

ITEM 1.

BUSINESS

 

5

 

ITEM 1A.

RISK FACTORS

 

12

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

16

 

ITEM 2.

PROPERTIES

 

16

 

ITEM 3.

LEGAL PROCEEDINGS

 

16

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

16

 

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

17

 

ITEM 6.

SELECTED FINANCIAL DATA

 

18

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

18

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

22

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

24

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

40

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

40

 

ITEM 9B.

OTHER INFORMATION

 

41

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

42

 

ITEM 11.

EXECUTIVE COMPENSATION

 

44

 

ITEM 12.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

45

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

46

 

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

46

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

47

 

ITEM 16.

FORM 10-K SUMMARY

 

47

 

 

 

 

 

 

SIGNATURES

 

48

 

   

3

 

FORWARD-LOOKING STATEMENTS

 

This annual 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, including the risks in the section entitled “Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual 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 current report and unless otherwise indicated, the terms “we,” “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

 

 
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Table of Contents

 

PART I

 

ITEM 1. BUSINESS

 

General Overview

 

History

 

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 approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.

 

On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. All share amounts in this Report reflect the reverse stock split.

 

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.

 

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. The shares were acquired in a private transaction using Mr. Pojunis’ personal funds. Mr. Pojunis’s ownership has since been diluted to 23.01%, and Mr. Chen no longer holds any equity interest in our Company.

 

Concurrently with the above-described change in control, Mr. Chen resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company, and Chun Hao Chen resigned as the Secretary of the Company. Having consented to act as sole officer and director of the Company, Mr. Pojunis was appointed to fill the ensuing vacancies.

 

On June 11, 2020, our board of directors approved a reverse stock split of our issued and authorized shares of common stock on the basis of twelve (12) old shares for one (1) new share. Also, on June 11, 2020, our board of directors approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc.

 

The 1 for 12 reverse split, merger, name and symbol change became effective at the open of business on August 20, 2020. As a result of the reverse stock split, our authorized capital decreased from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. Correspondingly, our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,664 shares of common stock. The $0.001 par value of our common shares remains unchanged. The reverse split is payable upon surrender and no fractional shares were issued. Fractional shares were be rounded up. Pursuant to the agreement and plan of merger, our Company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remains the surviving company of the merger, continuing under the name GPO Plus, Inc.

 

As a result of the corporate actions, effective August 20, 2020, the new CUSIP identifier for our common shares became 38402T100 and our ticker symbol changed to GHHHD. After 20 business days, our symbol changed to GPOX.

 

 
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Table of Contents

 

On July 31, 2020 we announced the launch of cbdGPO, www.cbdGPO.com, a group purchasing organization (GPO) for the CBD and hemp industry, and the establishment of a sales office for cbdGPO in Hernando Beach, Florida. The announcement was made in connection with the abandonment of our former business, and our plan to establish and operate GPOs to services a variety of industries. A GPO is an entity that is created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors based on the collective buying power of the GPO members. Through cbdGPO, we will seek to make the process of ordering premium CBD products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take possession of CBD products.

 

On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). SafeHandles is a California based creator and supplier of certain products known as SafeHandles®, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories. Pursuant to the agreement, SafeHandles has appointed the Company as the exclusive distributor of its product in the states of Nevada, Colorado, Texas, Florida, Mississippi, and for the gaming industry. The Company will also hold non-exclusive distribution rights outside the territory. The initial term of the agreement began on July 30, 2020 and will continue through December 31, 2025, subject to fulfillment of sales targets. If the Company is not in breach of the agreement at the end of the initial term (December 31, 2025) and the agreement has not been otherwise terminated, SafeHandles may extend the agreement for an additional five (5) year term in its discretion.

 

On May 21, 2021, the Company authorized the sale and issuance of up to 19,625,000 Shares of its common stock and 175,000 Series A Non-Voting Redeemable preferred stock. Additionally, the Company initiated a Reg D 506c offering for the sale of up to $5,000,000 million dollars of its shares with warrants referred to as Units, ("Units") each unit costs $1,500.00 and consists of one thousand (1,000) shares of common stock at $1.50 a share and one thousand (1,000) bonus Warrants to purchase an additional share of common stock for $2.00 each Warrant. As of September 10, 2022, the Company sold 6,751,872 shares of common stock, 175,000 Series A Non-Voting Redeemable preferred stock and issued an aggregate of 448,000 of such warrants.

 

On June 16, 2021, (the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000 (the “Note”), convertible at $1.00 per share. 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 (the “Warrant”). Pursuant to the Note, the Company promises to pay the principal sum of the Note to the noteholder on the date that is the nine-month anniversary of the original issue date, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the noteholder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 9% per annum, calculated based on a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made. On April 28, 2022, the company extended the maturity date of the Note for seven months to October 16, 2022. The Company also on May 5, 2022, reduced the warrants are exercise/conversion price to $0.15. On May 21, 2022 the 280,000 warrants were exercise/converted at $0.15 in exchange for USD $42,000.

 

On September 8, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $150,000 (the “Note”), convertible at $1.00 per share. 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 (the “Warrant”). The Note matures nine months from the issuance date and accrues interest at 9%. On April 28, 2022, the company extended the maturity date of the note to November 08, 2022.

 

Our business and corporate headquarters address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120 and our telephone number is 702.840.1020. Our corporate website is gpoplus.com and our section for shareholder is gpoplus.com/ir.

 

We do not have any subsidiaries as of the date of this Annual Report.

 

Our Current Business

 

As used in this report, “we,” “our,” “us” and similar pronouns refer to GPO Plus, Inc. and our operating divisions, unless the context requires otherwise. 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.

 

 
6

Table of Contents

 

GPO Plus identifies underserved markets, segments and industries where there is little to no competition and develops specific GPOs around them. In addition, unlike major GPOs, GPO Plus has low MOQ’s (minimum order quantities) which enable small and mid-sized companies to participate with larger corporations. We communicate with our members to determine their needs to ensure GPO Plus provides relevant products and services, sustainable low prices and cost structures, increased efficiencies, and attentive customer service.

 

GPO Plus 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.

 

Principal Products or Services and their Markets

 

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, an innovative supplement company whose mission is to offer premium nutraceuticals to assist consumers to reach their health and wellness goals with natural ingredients. In addition, GPOPlus offers professional services through GPOPRO Services.

 

HealthGPO

 

HealthGPO is a Group Purchasing Organization (GPO) for healthcare related products and services for the emerging alternative market. Our target members are in and around the healthcare industry that include hospitals, medical practice groups, laboratories, and professional physicians as well as entities not directly related to healthcare such as general businesses and governmental agencies. We intend to save our members money by aggregating purchases, negotiating with vendors, and sharing discounts. We aim to save our members time and alleviate headaches by streamlining orders and offering integrated solutions leading to considerable supply chain efficiencies.

 

What We Do

 

Aggregate, Negotiate + Share

 

 

·

Aggregate - HealthGPO aggregates the purchasing power of our members.

 

 

 

 

·

Negotiate - We use the collective buying power to negotiate discounts.

 

 

 

 

·

Share - The discounts are shared with our members to save them money.

 

HealthGPO leverages the aggregated purchasing power of our members. They 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.

 

Products and Services

 

HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. Our primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, we identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.

 

 
7

Table of Contents

 

HealthGPO also addresses the needs of individual consumers who want access to products at a good price that are typically only available to healthcare professionals. We intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

 

On August 19, 2020, we entered into a Designated Territory Distribution Agreement with SafeHandles LLC (“SafeHandles”). Pursuant to that agreement, we have acquired the right to distribute the SafeHandles® line of anti-microbial products, which include antimicrobial sleeves, Ster-Roll™ Tape, ADA adhesive products, and other related accessories.

 

SafeHandlesTM are shrunk to fit, adhesive antimicrobial film covers that are designed to fit over common touch-points, such as door handles, push plates and hand railings. SafeHandles film contains a slow-release, silver-based pesticide that is registered and approved by the EPA to inhibit the growth of certain microbes, including damaging bacteria, mold, mildew, and fungi. SafeHandles films are fundamentally cleaner and more durable than untreated handles, so they are ideal for use in high-traffic environments where cleanliness is critical, where users need to eliminate filthy handles. SafeHandles is a proven technology that is trusted for high-traffic areas found in schools and businesses across the United States to supplement their standard hygiene procedures.

 

Approved Suppliers

 

Our suppliers are critical to our goal of delivering products and services that meet our members’ ever-evolving needs. By securing access to a robust and dynamic portfolio of products, and maintaining the highest standards of customer care and service, HealthGPO will offer differentiated, high-quality group purchasing and consulting services to help our members lower costs.

 

HealthGPO’s Business Model

 

HealthGPO is committed to becoming an alternative option for all the needs of today’s healthcare industry. As demand increases for medical products, HealthGPO is responding by offering discounts (usually substantial discounts) on quality products with small minimum order quantities (“MOQ’s”). Our business presents to the marketplace an increasing number of offerings across the broad spectrum of medical supplies, including emerging medical and preventative products that have unique value propositions.

 

Membership

 

HealthGPO is developing for the future a tiered, fee-based membership structure for our prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2021. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize our supply chain and meet the needs of our members. Participation in HealthGPO will be on a trial basis until our membership structure is finalized.

 

 
8

Table of Contents

 

Problems

 

Current domestic market conditions illustrate how medical supplies have become increasingly more expensive. Product quality ranges drastically due to relaxed regulatory standards, and suppliers that require high MOQs, which force businesses to make sizable investments in product purchases. Front-line management face overpowering competition, leaving established organizations to dominate the marketplace and dictate the pricing. These businesses must also compete with the government.

 

Crisis also breeds opportunity which, unfortunately, is not always honorable or altruistic. There are those who have ulterior motives, driven more by profit than service or quality. Businesses who are unfamiliar with the struggles this sector may face challenges in being able to easily evaluate products and services among the widely divergent choices available. HealthGPO seeks to make this process easier by identifying viable options for our members and, we hope, adding protections against these challenges.

 

Solutions

 

Through innovative strategies, technology, and key relationships within the healthcare industry, HealthGPO utilizes the power of Group Purchasing for the exclusive benefit of our members. HealthGPO brings new solutions to businesses and established healthcare companies seeking alternatives to enter into or expand in the industry. HealthGPO provides new sources of discounted, non-traditional, yet fully approved and vetted materials as required, products that have a unique value proposition, and a wide range of business consulting services for new and existing businesses.

 

This will also include focused concentration on supply chain optimization. Our members will be able to get the products and services they need, when they need them and at a price they can afford.

 

Opportunity

 

An alternative market has been emerging due to the increased mandated compliance with public health standards and procedures in response to the global pandemic. Government workers, non-healthcare commercial buildings, and general businesses now have a need for medical and protective equipment as well as having to perform continuous disinfecting procedures. Certain businesses are providing customers common PPE items such as hand sanitizers, protective masks, and gloves.

 

HealthGPO potential market is vast. In addition to traditional healthcare companies, there is also the new emerging market which includes, but is not limited to, convenience stores, hotels, strip mall stores, restaurants, etc. The different businesses in this emerging alternative market have a need for additional services, medical equipment, and PPE products. Previously, existing GPOs wouldn’t consider servicing these kinds of businesses and presumably couldn’t facilitate the new demand. In certain cases, healthcare GPOs’ internal governance prohibits them from working with companies that are not in the healthcare industry.

 

Many companies have been affected by reduced cash-flow and now face additional costs and challenges to stay in business and also be compliant. To meet the needs of our members, HealthGPO makes purchasing necessary products and essential supplies easy and affordable. Furthermore, due to the relationships with its vendors, HealthGPO has unique access to “in demand” products that other organizations may not have, and cannot get, access to.

 

cbdGPO

 

cbdGPO will employ an operating structure and strategy similar to HealthGPO to provide an alternative procurement option to the hemp industry. As demand for hemp products continues to increase and cbdGPO will aim to offer quality proven products at discounted rates without having to place substantial orders. To that end, they plan to offer a wide range of products and services to meet the needs of their members.

 

GPO Plus created the first hemp/CBD Group Purchasing Organization in order to extend large volume pricing of hemp products and raw materials to small quantity buyers, allowing them to get the highest quality products at bulk pricing discounts without minimum order quantities.

 

 
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cbdGPO is a membership-based buying group to help hemp companies including wholesalers, manufacturers, distributors and labs realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We foresee that cbdGPO will allow wholesalers and other hemp companies to obtain the best quality consistent products at the best value.

 

Membership

 

cbdGPO is developing a tiered, fee-based membership structure for its prospective members. Members will be entitled to receive priority services and benefits according to their membership tier. We expect to finalize and implement our planned membership structure during 2022. Fees and benefits will be assessed and adjusted on an ongoing basis to optimize the supply chain and meet the needs of its members. Participation in cbdGPO will be on a trial basis until the membership structure is finalized.

 

Following the Federal legalization of hemp products in the United States, there is an overwhelming demand for high quality hemp products for both consumers as well as businesses looking to break into this lucrative industry. cbdGPO intends to ensure that its suppliers deliver safe, cost-effective hemp products to its members.

 

Purchasing Strategy and Request for Proposal Process

 

cbdGPO’s purpose is to help future members to realize savings and efficiencies by aggregating purchasing volume and using that leverage to negotiate discounts with manufacturers, distributors, and other vendors. We seek to offer members the best products at the best value with approved suppliers.

 

Approved Suppliers

 

cbdGPO suppliers will manufacture and produce raw materials (isolate and distillate) and/or white label and private label hemp products. They only partner with licensed hemp suppliers, preferred vendors, manufacturers, and/or agents of cbdGPO.

 

All suppliers have been and will continue to be thoroughly vetted by cbdGPO. Vetting procedure may include, without limitation, site inspection(s), independent testing, and corporate background checks. Suppliers must be compliant with all applicable federal and state regulations. Approved suppliers must produce a complete chain of product custody (including all Certificates of Authenticity (“COA”) from the Drug Enforcement Administration (“DEA”) approved labs) and confirm all manufacturing of products are conducted in Food and Drug Administration (“FDA”) inspected and approved facilities.

 

DISTRO+

 

DISTRO+ is a Group Purchasing Organization (GPO) and distributor of premium products for the emerging specialty retailer sector and wholesalers. Through the power of Group Purchasing, DISTRO+ offers its network of customers (we call them “Members”) competitive pricing with low MOQs that realize similar discounts as major retailers with large buying power.

The purpose of the Phase One launch is to introduce DISTRO+ to our network with 3 goals;

 

 

1.

enter into distribution agreements with brands,

 

2.

sign up retailers as Members, and

 

3.

identify distributors we can acquire.

 

1. Distribution Agreements. DISTRO+ is developing a portfolio of “best in class” high-quality innovative and fully compliant products representing numerous brands spanning multiple categories with a focus on hemp-derived CBD packaged goods (and other hemp-derived cannabinoids), vaping/smoking hardware and accessories, and other products + services that benefit our Members.

 

2. Sign Up Members. DISTRO+’s Members represent specialty retailers, online stores, and wholesalers organized into the following categories: Convenience / C-Stores, Counter Culture Specialty Stores, Department Stores, Grocery and Pharmacies, Health and Wellness Stores, and Wholesalers. To help our Members grow their business and streamline purchasing, DISTRO+ developed a robust technology platform and a Membership Portal. Members have no-cost access to affordable pricing with a suite of tools to simplify purchases, review transactional history, shop from our product catalogs, manage payment methods, and more!

 

3. Vertical Roll-up Strategy. DISTRO+ intends on scaling quickly by executing its vertical roll-up strategy to attract independent and regional distributors and consolidate them under DISTRO+. To achieve this, DISTRO+ will provide the resources and credibility needed for these organizations to maximize revenue potential through economies of scale of Group Purchasing.

 

Nutriumph® Supplements

 

Nutriumph® is an innovative supplement company whose mission is to offer premium nutraceuticals to assist consumers to reach their health and wellness goals with natural ingredients. Nutriumph® products are made with the finest quality ingredients but unlike many other supplement manufacturers, their products come with strict key certifications including but not limited to Gluten-Free, Sugar-Free, 100% Vegan, Non-GMO, and USDA Certified Organic. All Nutriumph® products are Made in the USA at FDA inspected facilities that follow Good Manufacturing Practices (cGMP). Nutriumph® has offices in Las Vegas, Nevada, and Los Angeles, California, and its Laboratory is located in Newnan, Georgia.

 

Nutriumph®’s top-selling product HERBERALL® is a powerful and 100% natural dietary Brain support supplement (Nootropic) blend that promotes mental awareness and alertness. Designed as a natural alternative to potentially harmful and addiction-forming ADD/ADHD medications. Made from herbs and plants, HERBERALL® improves your energy and mental focus without jitters or crashes.

 

Since its inception, Nutriumph® developed a strong direct-to-consumer (DTC) online sales infrastructure including optimized and seasoned seller accounts on Amazon, Walmart Marketplace, Etsy, and eBay as well as their primary websites Nutriumph.com and HERBERALL.com. The next growth phase will be expanding Nutriumph® and HERBERALL® into retailers nationally through our distribution division, DISTRO+.

 

GPOPRO Services

 

In addition to addressing industry specific purchasing needs, GPOPlus plans to offer professional services through GPOPRO Services to its members.

 

Planned services include:

 

 

·

GPO PAY-low-cost reliable payment processing. GPOPlus will work directly with institutions to provide low-cost and reliable payment processing services to its members.

 

 

 

 

·

GPO SUPPLIES-GPO Supplies will offer custom packaging, labels, lab equipment and materials, apparel, merchandise, general printing, and promotional items to all members.

 

 
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Competition and Competitive Strategy

 

Competition

 

The group purchasing marketplace remains one of the fastest growing industries in the country. Group purchasing is used in many industries to purchase raw materials and supplies, but it is also a common practice in the grocery, healthcare, electronics, industrial manufacturing and agricultural industries. In recent years, group purchasing has also begun to take root in the nonprofit community. In the healthcare field, GPOs have most commonly been accessed by acute-care organizations, but non-profit Community Clinics and Health Centers throughout the U.S. have also been engaging in group purchasing.

 

Some of the companies holding the largest market share in the Healthcare related Group Purchasing Organizations industry include:

 

 

·

Premier, Inc. NASDAQ: PINC (Charlotte, N.C.) Premier, Inc. (“Premier”) is a leading healthcare improvement company, uniting an alliance of more than 4,000 U.S. hospitals and health systems and approximately 175,000 other providers and organizations to transform healthcare. With integrated data and analytics, collaboratives, supply chain solutions, and consulting and other services, Premier enables better care and outcomes at a lower cost. 3,000 hospitals and 110,000 other healthcare providers. In addition to leveraging contracts for its member providers, Premier also has a clinical database containing information on approximately $41 billion in annual purchasing data, approximately 2.5 million real-time daily clinical transactions and data on one third of discharges nationwide.

 

 

 

 

·

McKesson Corporation NYSE: MCK (Irving, TX) - McKesson Corporation “(McKesson”) is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information solutions. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by its ICARE shared principles, McKesson’s employees work every day to innovate and deliver opportunities that make its customers and partners more successful - all for the better health of patients.

 

 

 

 

·

Intalere PRIVATE (St. Louis, MO) - Intalere Private (“Intalere”) is a group purchasing organization whose mission focuses on elevating the health of healthcare by designing solutions to improve its members’ financial, operational and clinical performance. Intalere empowers its customers and delivers measurable results through its highly personalized approach of creating strategies and programs focused on their goals. From managing their entire spend to strategic consulting around diagnosing particular areas of concern, Intalere’s unique provider-owned model allows it to leverage nationally recognized best practices in supply chain and patient outcomes to drive efficiencies for its members.

 

 

 

 

·

MedAssets (Alpharetta, Ga.) - 4,400 hospitals and 122,000 non-acute healthcare providers. MedAssets is an exclusively healthcare-focused GPO that serves four out of five hospitals in the U.S. The GPO manages more than $50 billion in supply expense, $2.5 billion in labor expense and $365 billion in gross revenue on behalf of its clients.

 

While the market health industry GPOs are well established, GPO participation in the emerging hemp industries is in its infancy. Certain refined and unrefined hemp-derived products are presently offered by a small number of generalized healthcare and agricultural group purchasers; however, no GPO has emerged as a dominant market presence to meet the needs of the growing global hemp market.

 

Competitive Strategy

 

As a start-up provider of GPOs and related services, we plan on establishing our competitive position by leveraging industry relationships, utilizing superior market research and having operational flexibility and marketing strategies tailored to new and developing markets in the healthcare and hemp industries.

 

Marketing Strategy

 

We plan to market our services through a variety of channels including industry targeted print advertising campaigns, email, and telephone-focused direct marketing. We also intend to establish a network of sales offices in major industry centers. In July 2020, we established our first sales office in Florida. We will seek to develop alliances with key industry organizations in order to access the broadest possible range of industry participants. Attending major industry conferences and tradeshows will increase our visibility in the markets from which we intend to draw our membership base.

 

 
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In order to attract members and promote products through our website, we will also market through online advertisements.

 

For online marketing we will use the following methods:

 

 

·

Implement a strong SEO (search engine optimization) strategy to generate web traffic

 

 

 

 

·

Develop and launch websites focused on specific product lines

 

 

 

 

·

Hire social media marketers and approach industry influencers

 

 

 

 

·

Offer a blog with valuable information about our industry

 

Status of Any Publicly Announced New Product or Service.

 

We have not developed any new or unique products or services that have not already been announced.

 

Dependence on Limited Customers

 

We are not dependent upon any specific customers at this time.

 

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

 

We do not own, either legally or beneficially, any patent or trademark. We claim common law trademark rights to our corporate names, and copyright in our marketing and promotional materials.

 

Need for Government Approval of Principal Products or Services

 

None of the services we plan to offer require specific government approval. Local government rules may dictate the need for a business license.

 

Research and Development during Our Last Two Fiscal Years

 

We have not in the past two years conducted any research and development activities.

 

Employees and Consultants

 

We had 5 employees as of April 30, 2022 or as at the date of this Annual Report. As at the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 10 to 15 employees during fiscal 2023. We may also engage independent contractors as required to assist us in developing our business.

 

ITEM 1A. RISK FACTORS

 

Risks Related to our Business

 

We have a limited operating history with significant losses.

 

We have only begun to generate revenues during the year ended April 30, 2021. Our net loss for the year ended April 30, 2022 was $29,590,456. We also anticipate sustaining a loss from operations for the fiscal year ended April 30, 2023. Our profitability will depend on our ability to successfully market and attract members for our GPOs and sell products and services to our GPO membership, and there can be no assurance that we will be able to do so. If we are unable to achieve profitability or to raise sufficient capital to carry out our business plan, we may not be able to continue operations.

 

 
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We may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions.

 

Although we secured net proceeds of $250,000 and $147,000 from the issuance of convertible debentures in June and September 2021, respectively, we anticipate needing significant capital to develop our sales force and effectively market our GPOs. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we will require external financing to satisfy our operating and capital needs. We will need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.

 

Beginning in 2020, the global COVID-19 pandemic significantly increased the volatility of financial markets worldwide. Significant volatility or disruptions of the capital markets could eliminate our access to financing, and/or significantly increase its cost. Such volatility or disruptions in the capital markets may cause lenders to be unwilling to provide us with financing to fund our ongoing operations and growth.

 

If we do raise funds by issuing additional equity or securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition, and results of operations.

 

Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an evolving industry, including the following factors:

 

 

·

our business model and strategy are still evolving and are continually being reviewed and revised;

 

 

 

 

·

we may not be able to raise the capital required to develop our initial client base and reputation; and

 

 

 

 

·

we may not be able to successfully develop our planned products and services.

 

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in us will decline.

 

Outbreaks of epidemic diseases, including COVID-19, could adversely impact our business operations.

 

Our business, operations and financial condition could be materially adversely affected by public health crises, including epidemics, pandemics and or other health crises, such as the outbreak of COVID-19. The current COVID-19 global health pandemic is significantly impacting the global economy, including retail, commodity and financial markets. The full extent and impact of the COVID-19 pandemic is unknown and, to date, has included volatility in financial markets, volatility in commodity prices (including precious metals), significant restrictions on travel, temporary business closures, quarantines, and a general reduction in economic and consumer activity, globally, all of which raise concern about a prolonged global recession. In addition, the COVID-19 outbreak may result in operating, supply chain and project development delays which may have material adverse effects on the operations of our current and planned supplier and customers. Such third-party operations may be suspended for precautionary purposes, or due to the imposition of emergency measures or other government action to combat the spread of COVID-19. If the operation or development of one or more third party businesses upon which we rely is suspended, it may have a material adverse impact on our results of operations and financial condition, or on the trading price of our securities.

 

 
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Additional pandemic-related risks to our business include without limitation, the risk of breach of material contracts, employee health, workforce productivity, limitations on travel, the availability of industry experts and personnel, unknown adverse global public health developments, and other factors beyond the Company’s control, any of which may have a material and adverse effect on our business, financial condition, results of operations, and securities.

 

As at the date of this Annual Report, the duration of any business disruptions and related financial impact of the COVID-19 outbreak cannot be reasonably estimated. It is unknown whether and how we may be affected if the COVID-19 outbreak persists for an extended period of time.

 

Competition within the GPO industry may prevent us from becoming profitable.

 

The GPO industry is competitive and fragmented and includes numerous small organizations capable of competing effectively in the markets we target, as well as numerous large companies that possess substantially greater financial and other resources than we do. Larger competitors’ greater resources could allow those competitors to compete more effectively than we can. Our competitors have developed mature businesses and have successfully built their names as GPOs in the industries in which we intend to complete, including healthcare, CDB, and hemp. These various competitors may be able to offer products or services more competitively priced and more widely available than our offerings, and also have greater resources to acquire members and suppliers than us. Failure to compete in the GPO industry may prevent us from becoming profitable, and thus you may lose your entire investment.

 

Risks Related to our Stockholders and Shares of Common Stock

 

The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.

 

As of April 30, 2022, the Company had $2,877 in cash and cash equivalents, $1,104 of accounts receivable and $445,633 in prepaid expenses. We expect to continue our efforts to develop, market, and establish our GPO operations. However, we anticipate that we will be required to sell additional equity securities which will result in dilution to our existing stockholders. Furthermore, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.

 

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

 

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment. In the future when we do intend to pay dividends, we will formalize a dividend policy.

 

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

 

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

 

 
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Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

 

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

 

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

 

The trading price of our Common Stock is likely to be volatile, which could result in substantial losses to investors.

 

The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:

  

 

·

variations in our revenues, earnings and cash flow;

 

 

 

 

·

announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 

 

 

 

·

announcements of new offerings, solutions and expansions by us or our competitors; changes in financial estimates by securities analysts;

 

 

 

 

·

detrimental adverse publicity about us, our brand, our services or our industry;

 

 

 

 

·

additions or departures of key personnel; sales of additional equity securities; and

 

 

 

 

·

potential litigation or regulatory investigations.

 

Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

  

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

 

 
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The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

 

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing shareholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities. We currently have 32,420,382 shares of common stock outstanding, with approximately 66% of the shares being held by our officers and directors. We cannot predict what effect, if any, market sales of securities held by our significant shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock.

   

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not Applicable.

 

ITEM 2. PROPERTIES

 

Our principal business and corporate address are 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. This office is currently leased for a term of 12 months at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company (calculated based on a 10% discount to fair market value at the time of payment) and $2,000 payable in cash. We may extend our lease on a month-to-month basis following expiration of the initial term.

 

We also maintain a sales office at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased is currently on a month-to-month basis.

 

We do not, currently, have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

 

ITEM 3. LEGAL PROCEEDINGS

 

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

 

On August 14, 2020, the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Fifth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC (“Plaintiff”) vs Smeal et al. The complaint, which alleges the breach of certain non-compete agreements by multiple defendants, attempts to implicate the Company on the mistaken belief that the Company had acquired another defendant, Miracle Products, LLC. There is not, however, any common ownership or affiliate relationship among the Company and the co-defendants, and the Company is not party to any non-compete agreement with the plaintiff. The Plaintiff amended its complaint to allege breach of NDA and Trade Secret violations which the Company believes to  be groundless. The Company has instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted. On December 17, 2020, the court issued an order, denying the Plaintiff’s request, and so all of the defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list, and can even solicit customers and or the customer list. This was a huge victory for GPOX. The Company instructed counsel to file a motion to dismiss the complaint as it relates to the Company on the grounds that it fails to state a cause of action for which relief may be granted and the case was referred to non-binding arbitration. On June 29, 2022 a Judgement was entered in favor of GPOX on all counts of MNP’s amended complaint against GPOX, but MNP filed a notice to appeal. The Company feels positive resolutions will occur within the next quarter.

   

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

 
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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

There is a limited public market for our common shares. Our common shares have been listed for quotation on the OTCQB under the trading symbol “GPOX” since March 2021. Trading in stocks quoted on the OTC Markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. OTC securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Market issuers are traditionally smaller companies that are financially distressed, in bankruptcy, or do not meet the financial and other listing requirements of a regional or national stock exchange.

 

Holders

 

As of September 10, 2022 we had 109 shareholders of record of our common stock with 32,420,382 shares of common stock outstanding.

  

Dividends

 

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Equity Compensation Plans

 

On November 10, 2020, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). The purpose of the 2020 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 2020 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 2020 Equity Incentive Plan. The 2020 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.

 

The following table provides information regarding our equity compensation plans as of April 30, 2022:

 

Equity Compensation Plan Information

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

securities to

 

 

Weighted-

 

 

Number of

 

 

 

be issued

 

 

average

 

 

securities

 

 

 

upon exercise

 

 

exercise price

 

 

remaining available

 

 

 

of outstanding

 

 

of outstanding

 

 

for future issuance

 

 

 

options,

 

 

options,

 

 

under equity

 

 

 

warrants and

 

 

warrants and

 

 

compensation plans

 

Plan category

 

rights

 

 

rights

 

 

 

(1)

Equity compensation plans approved by security holders

 

 

 

 

 

 

 

240,358 common

 

 

 

 

-

 

 

 

N/A

 

 

shares

 

__________ 

(1) On May 21, 2021, the Company issued 1,959,642 shares of immediately-vested common stock to employees and consultants under the 2020 Equity Incentive Plan. The market value of the shares on the grant date was $2.45 per share, resulting in a $4,801,123 expense and 240,358 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares.

 

Recent Sales of unregistered securities

 

During the year ended April 30, 2022, the Company issued 20,000 shares of common stock for cash proceed of $28,965, incurring shares issuance cost of $1,035.

 

Issuer Purchases of Equity Securities

 

There were no repurchases of common stock for the year ended April 30, 2022 or subsequently through the date of this report.

 

 
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ITEM 6. SELECTED FINANCIAL DATA

 

Not Applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual 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 annual report.

 

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended April 30, 2022 and 2021, which are included herein.

 

We had revenues of $1,162,822 for the year ended April 30, 2022 and $826,731 revenues from our operations during the year ended April 30, 2021.

 

Year Ended April 30, 2022 Compared to Year Ended April 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended  April 30,

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

Changes

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,162,822

 

 

$

826,731

 

 

$

336,091

 

 

 

41

%

Cost of revenue

 

 

(1,143,947

)

 

 

(731,251

)

 

 

(412,696

)

 

 

56

%

Gross Profit

 

 

18,875

 

 

 

95,480

 

 

 

(76,605

)

 

 

80

%

Operating Expenses

 

 

(29,279,447

)

 

 

(852,808

)

 

 

(28,426,639

)

 

 

3,333

%

Loss from Operations

 

 

(29,260,572

)

 

 

(757,328

)

 

 

(28,503,244

)

 

 

3,764

%

Other Expenses

 

 

(329,884

)

 

 

-

 

 

 

(329,884

)

 

 

0

%

Net Loss

 

$

(29,590,456

)

 

$

(757,328

)

 

$

(28,833,128

)

 

 

3,807

 %

 

Our audited financial statements report a net loss of $29,590,456 for the year ended April 30, 2022 compared to a net loss of $757,328 for the year ended April 30, 2021. The increase in net loss during the year ended April 30, 2022 was mainly due to an increase in the operating expenses and an increase in other expenses.

 

During the year ended April 30, 2022, the Company recognized revenue of $1,162,822 and incurred cost of revenue of $1,143,947, generating gross profit of $18,875.

 

Our operating expenses for the year ended April 30, 2022 were $29,279,447 compared to $852,808 for the year ended April 30, 2021. The operating expenses for the year ended April 30, 2022 consists of general and administrative expenses of $333,961, professional fees of $28,673,854, salaries and wages of $228,262 and management fee of $43,370. The operating expenses for the year ended April 30, 2021 consists of general and administrative expenses of $217,178, professional fees of $624,639, and management fee of $10,991. The increase in operating expenses during the year ended April 30, 2022 was due to increasing business activities of the Company during the year, and $28,292,017 in stock-based compensation during the fiscal year ended 2022 compared to only $259,500 in stock-based compensation during fiscal 2021..

 

During the year ended April 30, 2022, the Company incurred interest expense from of $329,884, comprised of note interest expense of $31,304 and amortization of debt discount of $298,580.

 

 
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Liquidity and Financial Condition

 

 

 

 

 

 

 

 

 

 

 

Working Capital

 

 

 

 

 

 

April 30,

 

 

April 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Current Assets

 

$449,614

 

 

$19,659

 

Current Liabilities

 

$1,146,362

 

 

$224,142

 

Working Capital (Deficiency)

 

$(696,748)

 

$(204,483)

 

Our total current assets as of April 30, 2022 were $449,614 as compared to total current assets of $19,659 as of April 30, 2021 due to an increase in prepaid expenses.

 

Our total current liabilities as of April 30, 2022 were $1,146,362 as compared to total current liabilities of $224,142 as of April 30, 2021. The increase was primarily due to an increase in accounts payable and accrued liabilities, accrued interest and convertible note payable.

 

Our working capital deficit at April 30, 2022 was $696,748 as compared to working capital deficit of $204,483 as of April 30, 2021. The increase in working capital deficiency was mainly attributed to an increase in accounts payable and accrued liabilities and convertible notes

 

Cash Flows

 

 

 

Year Ended April 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash Flows used in Operating Activities

 

$(414,623)

 

$(269,554)

Cash Flows used in Investing Activities

 

 

(21,310)

 

 

(5,719)

Cash Flows provided by Financing Activities

 

 

426,403

 

 

 

287,680

 

Net increase (decrease) in cash during period

 

$(9,530)

 

$12,407

 

 

Operating Activities

 

Net cash used in operating activities was $414,623 for the year ended April 30, 2022 compared with net cash used in operating activities of $269,554 during the prior year.

 

During the year ended April 30, 2022, the net cash used in operating activities was attributed to net loss of $29,590,456, reduced by stock-based compensation of $28,292,017, lease expense settled by common stock of $52,900, depreciation of $1,143, amortization of convertible note discount of $298,580, bad debt expense of $84,442 and share issuance cost of $1,035, and net changes in operating assets and liabilities of $445,716.

 

During the year ended April 30, 2021, the net cash used in operating activities was attributed to net loss of $757,328, reduced by stock-based compensation of $259,500, lease expense settled by common stock of $18,000, depreciation of $478, and net changes in operating assets and liabilities of $209,796.

 

Investing Activities

 

During the year ended April 30, 2022, we used $21,310 for investing activities related to advances on loan receivable from a related party.  During the year ended April 30, 2021, we used $5,719 in investing activities from the acquisition of equipment.

 

Financing Activities

 

During the year ended April 30, 2022, net cash from financing activities was $426,403 compared to $287,680 during the year ended April 30, 2021. During the year ended April 30, 2022, the Company received proceeds from issuance of preferred stock of $18, proceeds from issuance of common stock of $29,385 and proceeds from issuance of convertible note of $397,000. During the year ended April 30, 2021, the Company received proceeds from issuance of preferred stock and common stock units of 287,500, proceeds from issuance of preferred stock for cash of $100 and proceeds of issuance of common stock of $80.

  

 
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Cash Requirements

 

As of April 30, 2022, we had cash and cash equivalents of $2,877, accounts receivable of $1,104 and prepaid expenses of 445,633. During the years ended April 30, 2022, we received proceeds from equity issuances of $29,403. During the year ended April 30, 2022, the Company recognized revenue of $1,162,822, incurred cost of revenue of $1,143,947 and generated gross profit of $18,875. During the year ended April 30, 2021, the Company recognized revenue of $826,731, incurred cost of revenue of $731,251 and generated gross profit of $95,480.

 

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

 

Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

  

 

 

Estimated

 

Description

 

Expenses ($)

 

Public Company + Professional Fees

 

$190,000

 

General & Administrative Expense

 

$400,000

 

Marketing Expenses

 

$600,000

 

Initial Personnel

 

$210,000

 

HealthGPO

 

$25,000

 

cbdGPO

 

$55,000

 

GPO PAY - Portal Development

 

$12,000

 

GPO Distro

 

$140,000

 

Unallocated Working Capital/Contingency

 

$60,000

 

Total Expenses

 

$1,692,000

 

 

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,692,000 over the next 12 months to pay for our planned expenses. In addition, our planned expenses, including legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

 

 
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We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.

 

Contractual Obligations

 

Not required for smaller reporting companies

 

Off-Balance Sheet Arrangements

 

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

 

Critical Accounting Policies

 

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

 

Revenue Recognition

 

During the year ended April 30, 2021, the Company generated its first revenue since its establishment. 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 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 GPO 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, an innovative supplement company whose mission is to offer premium nutraceuticals to assist consumers to reach their health and wellness goals with natural ingredients. In addition, GPOPlus offers professional services through GPOPRO Services.

 

During the year ended April 30, 2022 and 2021, the Company recognized $1,157,119 and $824,065 of revenues related to merchandise and product sales, and $5,704 and $2,666 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,162,822 and $826,731, respectively.  The Company incurred cost of revenue of $1,143,947 and $731,251, and generated gross profit of $18,875 and $95,480 during the years ended April 30, 2022 and 2021, respectively.  In regard to the sales that occurred during the year ended April 30, 2022, there are no unfulfilled obligations related to the merchandise and product sales.

   

 
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HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.

 

HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

  

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 generally accepted accounting principles 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 U.S. GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are 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.

 

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.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not Applicable.

 

 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

GPO Plus, Inc.

Las Vegas, NV

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of GPO Plus, Inc. (the Company) as of April 30, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Considerations

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

 

We have served as the Company’s auditor since 2018.

 

Pinnacle Accountancy Group of Utah

Farmington, Utah

September 22,2022

 

(Pinnacle PCAOB ID: 6117)

  

 
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

 

GPO PLUS, INC.

AUDITED BALANCE SHEETS

 

 

April 30,

 

 

April 30,

 

ASSETS

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$2,877

 

 

$12,407

 

Accounts receivable

 

 

1,104

 

 

 

5,252

 

Prepaid expenses

 

 

445,633

 

 

 

2,000

 

Total Current Assets

 

 

449,614

 

 

 

19,659

 

 

 

 

 

 

 

 

 

 

Property, Plant, and Equipment, net

 

 

4,098

 

 

 

5,241

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$453,712

 

 

$24,900

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

519,606

 

 

 

206,142

 

Accrued interest

 

 

31,304

 

 

 

 

 

Accrued liabilities - related parties

 

 

177,932

 

 

 

 

 

Convertible note payable, net of debt discount of $15,480

 

 

417,520

 

 

 

 

 

Stock payable

 

 

 

 

 

 

18,000

 

Total Current Liabilities

 

 

1,146,362

 

 

 

224,142

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,146,362

 

 

 

224,142

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 6)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 and 28,750 shares issued and outstanding at April 30, 2022 and April 30, 2021, respectively

 

 

224,905

 

 

 

224,905

 

Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 and 0 shares outstanding at April 30, 2022 and April 30, 2021 respectively

 

 

1,750,000

 

 

 

-

 

Stockholders’ Equity (Deficit):

 

 

 

 

 

 

 

 

Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 and 0 shares issued and outstanding at April 30, 2022 and April 30, 2021,  respectively

 

 

100

 

 

 

100

 

Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 and 115,000 shares issued and outstanding at April 30, 2022 and April 30, 2021, respectively

 

 

12

 

 

 

12

 

Common stock, $0.0001 par value, 90,000,000 shares authorized; 31,361,572 and 9,666,674 shares issued and outstanding at April 30, 2022 and April 30, 2021, respectively

 

 

3,136

 

 

 

967

 

Additional paid in capital

 

 

27,795,797

 

 

 

450,918

 

Accumulated deficit

 

 

(30,466,600)

 

 

(876,144)

Total Stockholders’ Equity (Deficit)

 

 

(2,667,555)

 

 

(424,147)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$453,712

 

 

$24,900

 

   

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

 

 
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GPO PLUS, INC.

AUDITED STATEMENTS OF OPERATIONS

 

 

Year Ended

 

 

 

April 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Revenues

 

$1,162,822

 

 

$826,731

 

Cost of revenue

 

 

1,143,947

 

 

 

731,251

 

Gross Profit

 

 

18,875

 

 

 

95,480

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

333,961

 

 

 

217,178

 

Professional fees

 

 

7,670,331

 

 

 

624,639

 

Professional fees - related parties

 

 

21,003,523

 

 

 

-

 

Management and salaries - related party

 

 

271,632

 

 

 

10,991

 

Total Operating Expenses

 

 

29,279,447

 

 

 

852,808

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(29,260,572)

 

(757,328)

 

 

 

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

     Interest Expense

 

 

(329,884)

 

 

-

 

Total Other Expense

 

 

(329,884)

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(29,590,456)

 

 

(757,328)

 

 

 

 

 

 

 

 

 

Net Loss Per Common Share: Basic and Diluted

 

$(1.35)

 

$(0.08)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

 

 

21,961,279

 

 

 

9,466,701

 

 

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

 

 
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GPO PLUS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED APRIL 30, 2022 AND 2021

  

 

 

 

 

 

 

 

 

Stockholders' Equity (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

 

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Balance, April 30, 2020

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

9,316,674

 

 

$932

 

 

$128,790

 

 

$(118,816)

 

$10,906

 

Issuance of Preferred Stock and Class A Common Stock units for cash

 

 

28,750

 

 

 

224,905

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

115,000

 

 

 

12

 

 

 

-

 

 

 

-

 

 

 

62,583

 

 

 

-

 

 

 

62,595

 

Issuance of Common Stock for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

80,000

 

 

 

8

 

 

 

72

 

 

 

-

 

 

 

80

 

Issuance of Preferred Stock for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000,000

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

100

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

270,000

 

 

 

27

 

 

 

259,473

 

 

 

-

 

 

 

259,500

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(757,328)

 

 

(757,328)

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

 

 

-

 

 

 

-

 

 

 

175,000

 

 

 

1,750,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,504,895

 

 

 

650

 

 

 

7,731,477

 

 

 

-

 

 

 

7,732,127

 

Stock based compensation - related party

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,104,336

 

 

 

1,510

 

 

 

19,252,451

 

 

 

-

 

 

 

19,253,961

 

Issuance of common stock for lease

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,667

 

 

 

5

 

 

 

52,895

 

 

 

-

 

 

 

52,900

 

Issuance of common stock for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

2

 

 

 

29,998

 

 

 

-

 

 

 

30,000

 

Issuance of common stock for conversion of debts

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,000

 

 

 

2

 

 

 

14,998

 

 

 

-

 

 

 

15,000

 

Warrants issued in conjunction with convertible note

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

263,060

 

 

 

-

 

 

 

263,060

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(29,590,456)

 

 

(29,590,456)

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)

 

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

 

 
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GPO PLUS, INC.

AUDITED STATEMENTS OF CASH FLOWS

 

 

 

Year Ended 

 

 

 

April 30,

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net loss

 

$(29,590,456)

 

$(757,328)

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

 

 

 

 

 

 

 

 

Stock based compensation

 

 

6,844,861

 

 

 

259,500

 

Stock based compensation - related parties

 

 

21,003,523

 

 

 

 

 

         Share issued for prepaid expenses

 

 

 443,633

 

 

 

 

 

Lease expense to be settled by common stock

 

 

52,900

 

 

 

18,000

 

Depreciation of furniture and equipment

 

 

1,143

 

 

 

478

 

Amortization of convertible note discount

 

 

298,580

 

 

 

 

 

Bad debt expense

 

 

84,442

 

 

 

 

 

Share issuance cost

 

1035

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(58,984)

 

 

-

 

Prepaid expenses

 

 

-

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

313,464

 

 

 

 

 

Accrued interest

 

 

31,304

 

 

 

 

 

Accrued liabilities - related parties

 

 

177,932

 

 

 

 

 

Stock payable for lease

 

 

(18,000)

 

 

 

 

Net cash used in Operating Activities

 

 

(414,623)

 

 

(269,554)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

-

 

 

 

(5,719)

Advances on loan receivable - related party

 

 

(21,310)

 

 

 

 

Net cash used in Investing Activities

 

 

(21,310)

 

 

(5,719)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of preferred stock for cash

 

 

18

 

 

 

100

 

Proceeds from issuance of common stock

 

 

29,385

 

 

 

80

 

Proceeds from issuance of preferred stock and common stock units

 

 

-

 

 

 

287,500

 

Proceeds from issuance of convertible note

 

 

397,000

 

 

 

-

 

Net cash provided by Financing Activities

 

 

426,403

 

 

 

287,680

 

 

 

 

 

 

 

 

 

 

Net change in cash for period

 

 

(9,530)

 

 

12,407

 

Cash at beginning of period

 

 

12,407

 

 

 

-

 

Cash at end of period

 

$2,877

 

 

$12,407

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Warrants issued in conjunction with issuance of convertible note

 

$263,060

 

 

$-

 

Issuance of common stock for conversion of debit

 

$15,000

 

 

 

 

 

 

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

 

 
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GPO PLUS, INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

APRIL 30, 2022 AND 2021

   

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 approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.

 

On June 19, 2020, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock split, was approved by FINRA and effective August 20, 2020. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.

 

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. The shares were acquired in a private transaction using Mr. Pojunis’ personal funds. Mr. Pojunis’s ownership has since been diluted to 23.01%, and Mr. Chen no longer holds any equity interest in the Company.

 

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 April 30, 2022 have been prepared using generally accepted accounting principles in the United States of America 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 $30,466,600. 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.

 

 
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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and are presented in US dollars. The Company’s year-end is April 30. 

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

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

 

As of April 30, 2022 and 2021, the Company had cash and cash equivalents of $2,877 and $12,407, 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 April 30, 2022 and 2021, the Company had accounts receivable of $1,104 and $5,252, 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 April 30, 2022 and 2021, prepaid expense was $445,633 and $2,000, respectively. 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.

 

 

 

April 30,

 

 

April 30,

 

 

 

2022

 

 

2021

 

Security Deposit

 

$2,000

 

 

$2,000

 

Prepayment for shares issued to consultants

 

 

443,633

 

 

 

-

 

Total

 

$445,633

 

 

$2,000

 

 

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

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 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 year ended April 30, 2022 and 2021, no impairment losses have been identified.

 

As of April 30, 2022 and 2021, Property, Plant and Equipment was $4,098 and $5,241, respectively. Depreciation of $1,143 and $478 was incurred during the years ended April 30, 2022 and 2021.

 

 
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Revenue Recognition

 

During the year ended April 30, 2021, the Company generated its first revenue since its establishment. 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 GPO 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, an innovative supplement company whose mission is to offer premium nutraceuticals to assist consumers to reach their health and wellness goals with natural ingredients. In addition, GPOPlus offers professional services through GPOPRO Services.

 

During the year ended April 30, 2022 and 2021, the Company recognized $1,157,119 and $824,065 of revenues related to merchandise and product sales, and $5,703 and $2,666 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,162,822 and $826,731, respectively.  The Company incurred cost of revenue of $1,143,947 and $731,251, and generated gross profit of $18,875 and $95,480 during the years ended April 30, 2022 and 2021, respectively.  In regard to the sales that occurred during the year ended April 30, 2022, there are no unfulfilled obligations related to the merchandise and product sales.

 

HealthGPO works with companies that have well priced high-quality products and services with advantageous terms. The Company’s primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE), essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally, the Company identify “best of breed” products that have a unique value proposition and become distributors with some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer medical products to everyday business. Technology will continue to play an important role in exceeding our stated goals.

 

HealthGPO also addresses the needs of individual consumers who want access to products at a good price that is typically only available to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell healthcare and wellness products directly to consumers.

 

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 5)

 

 
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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 U.S. 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. During the year ended April 30, 2022 the Company has chosen to early adopt of ASU2020-06 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 years ended April 30, 2022 and 2021, the Company recorded $28,292,017 and $259,500 stock-based compensation expense, respectively. The stock-based compensation incurred from common stock awarded to consultants and executives was reported under professional fees and professional  fees - related parties in the statements of operation.

 

 

 

Year ended

 

 

 

April 30,

 

 

 

2022

 

 

2021

 

Common stock award to consultants

 

$7,288,494

 

 

$259,500

 

Common stock award to management and executives - related parties

 

 

21,003,523

 

 

 

-

 

 

 

$28,292,017

 

 

$259,500

 

 

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 year ended April 30, 2022 and 2021, 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. 

 

 

 

April 30,

 

 

April 30,

 

 

 

2022

 

 

2021

 

 

 

(Shares)

 

 

(Shares)

 

Series A Preferred Shares

 

 

1,000,000

 

 

 

1,000,000

 

Convertible Notes

 

 

433,000

 

 

 

-

 

Warrants

 

 

448,000

 

 

 

-

 

Common Stock Payable

 

 

-

 

 

 

12,000

 

 

 

 

1,881,000

 

 

 

1,012,000

 

 

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at April 30, 2022 and 2021, that are convertible into shares of common stock at a one-for-one rate. (Note 4)

 

During the year ended April 30, 2022, the Company issued convertible notes of $448,000 to a non-affiliate that are convertible at a fixed rate of $1. The Company issued 448,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. During the year ended April 30, 2022, the Company issued 15,000 shares of common stock for the repayment of note principal amount of $15,000 resulting in a $433,000 remaining balance (Note 6)

 

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

 

 

 

Year Ended

 

 

 

April 30,

 

 

 

2022

 

 

2021

 

Net loss per share, basic and diluted

 

$(1.35)

 

$(0.08)

Net loss per common shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

$(257.31)

 

$-

 

Ordinary Common stock

 

$(1.35)

 

$(0.08)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Founders Class A Common stock

 

 

115,000

 

 

 

-

 

Ordinary Common stock

 

 

21,846,279

 

 

 

9,466,701

 

Total weighted average shares outstanding

 

 

21,961,279

 

 

 

9,466,701

 

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when a different tax rate is enacted.

 

Pursuant to the provisions of ASC 740, “Income Taxes,” the Company provides valuation allowances for deferred tax assets for which it does not consider realization of such assets to be more likely than not. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the historical taxable income generation, projected future taxable income, the reversal of existing deferred tax liabilities and tax planning strategies in making this assessment (Note 8).

 

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 has chosen 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.

 

In November 2019, the FASB issued ASU No. 2019-08, Compensation-Stock Compensation and Revenue from Contracts with Customers; Codification Improvements- Share-Based Consideration Payable to a Customer. ASU 2019-08 is effective for reporting periods beginning after December 15, 2019. ASU 2019-08 requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in ASC 718, "Compensation - Stock Compensation". As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. Measuring and classifying share-based payments to customers under ASC 718 provide fewer measurement dates for the instruments, fewer instances of classifying the instruments as liabilities; and more consistent accounting with share-based payments made to other nonemployees. The impact of this new standard on the Company’s financial statements has not been material.

 

In December 2019, the FASB issued ASC No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. The impact of this new standard on the Company’s financial statements has not been material.

 

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.

 

 
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NOTE 4 - CAPITAL STOCK

 

Share Capital

 

On June 19, 2020, the Company announced a reverse stock split of the issued and authorized shares of common stock on the basis of 1 new share for 12 old shares. The reverse stock split was declared effective by FINRA on August 20, 2020. Our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,674 shares of common stock. The reverse stock split also resulted in the decrease of the authorized capital from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.

 

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

 

Year ended April 30, 2021

 

On December 30, 2020, the Company issued 80,000 shares of ordinary common stock at $0.001 per share for cash proceeds of $80 to nonaffiliates through private placement.

 

On December 29, 2020, the Company issued restricted stock awards for 20,000 shares of ordinary common stock at market stock price of $1.10 per share to employees at $22,000. Restricted stock awards were issued to certain employees as consideration for services rendered. The restricted stock units were vested immediately on the date of grant.

 

On January 1, 2021, the Company issued 250,000 shares of ordinary common stock at market stock price of $0.95 per share to consultants for service at $237,500.

 

Year ended April 30, 2022

 

During the year ended April 30, 2022, the Company issued 6,504,895 shares of common stock to consultants and employees at $7,732,127 for services, of which 1,160,938 shares were issued for prepaid expenses to consultants at $447,600. As of April 30, 2022, $443,633 remained in the prepaid expense.

 

During the year ended April 30, 2022, the Company issued 15,104,336 shares of common stock to executives at $19,253,961 for services. (Note 5)

 

 During the year ended April 30, 2022, the Company issued 50,667 shares of common stock to landlord at $52,900 for lease payment on office premise.

 

During the year ended April 30, 2022, the Company issued 20,000 shares of common stock for cash proceed of $28,965, incurring shares issuance cost of $1,035.

 

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.(Note 6)

 

As of April 30, 2022 and April 30, 2021, the issued and outstanding ordinary common stock was 31,361,572 and 9,666,674, respectively.

 

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

 

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising of 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.

 

As of April 30, 2022 and April 30, 2021, the Company had 115,000 shares of founder’s class A common stock issued and outstanding and 28,750 shares of founder’s series A non-voting redeemable preferred stock issued and outstanding.

 

 
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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. (Note 5)

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per shares for consideration of $50. (Note 5)

 

As of April 30, 2022 and 2021, 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 $17.50. (Note 5)

 

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 April 30, 2022 and 2021, the Company had 175,000 shares and 0 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.

 

Warrants

 

During the year ended April 30, 2022, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 448,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. (Note 6)

 

The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2022:

 

 

 

 Number

of Shares

 

 

 Weighted- Average Exercise Price

 

Balances as of April 30, 2021

 

 

-

 

 

$-

 

Granted

 

 

448,000

 

 

 

1.25

 

Redeemed

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of April 30, 2022

 

 

448,000

 

 

$1.25

 

 

The fair value of each warrant on the date of grant is estimated 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 April 30, 2022:

 

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

 

 

448,000

 

 

 

2.46

 

 

$1.25

 

 

 

448,000

 

 

$1.25

 

 

 
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Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at April 30, 2022 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2022, the aggregate intrinsic value of warrants outstanding was approximately $0 based on the closing market price of $0.39 on April 30, 2022.

 

As of April 30, 2022, the Company valued the fair value on the 448,000 units of common stock purchase warrants granted at $880,000 based on Black-Scholes option valuation model. Since the fair market value of the warrants exceeded the proceeds received and the face value of the underlying convertible note, the relative fair value of the warrants of $263,060 was allocated to the debt discount of the convertible note amortized over the nine-month term of the note.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Related Party compensation for the year ended April 30, 2022, share holding and salary payable as of April 30, 2022 are summarized as below:

 

 

 

Cash/Stock Compensation

 

 

Common

 

 

Convertible Series A

 

 

Series A non-voting redeemable

 

 

 

Title

 

Wages

 

 

Management Fees

 

 

Stock Compensation

 

 

Stock

Shares

 

 

Preferred

Shares

 

 

preferred Shares

 

 

Salary 

Payable

 

CEO

 

$15,000

 

 

$43,370

 

 

$2,121,563

 

 

 

7,162,500

 

 

 

500,000

 

 

 

-

 

 

$8,077

 

Advisor - Affiliate

 

 

-

 

 

 

90,000

 

 

 

11,429,272

 

 

 

6,453,000

 

 

 

500,000

 

 

 

175,000

 

 

 

90,000

 

President

 

 

20,000

 

 

 

-

 

 

 

2,405,937

 

 

 

2,511,667

 

 

 

-

 

 

 

-

 

 

 

20,000

 

COO

 

 

27,000

 

 

 

-

 

 

 

3,386,040

 

 

 

2,363,333

 

 

 

-

 

 

 

-

 

 

 

11,077

 

CFO

 

 

18,462

 

 

 

-

 

 

 

129,375

 

 

 

375,000

 

 

 

-

 

 

 

-

 

 

 

8,077

 

VP Sales

 

 

57,800

 

 

 

-

 

 

 

1,531,336

 

 

 

1,288,836

 

 

 

-

 

 

 

-

 

 

 

40,702

 

 

 

$138,262

 

 

$133,370

 

 

$21,003,523

 

 

 

20,154,336

 

 

 

1,000,000

 

 

 

175,000

 

 

$177,933

 

 

CEO

 

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.

 

During the year ended April 30, 2022, the Company issued 2,162,500 shares of restricted common stock to the CEO valued at $2,121,563.

 

During the year ended April 30, 2022, the Company incurred management fees of $43,370 to the CEO of the Company.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $8,077 to the CEO, payable as of April 30, 2022.

 

Advisor - Affiliate

 

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the affiliated advisor of the Company at $0.0001 per share for consideration of $50.

 

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $17.50. The remaining portion of $1,749,982 was recorded as stock based compensation expense in Professional fees - related party. 

 

On May 21, 2021, the Company issued 1,400,000 shares of restricted stock to the affiliated advisor executive valued at $2,100,000.

 

On May 21, 2021, the Company issued 418,000 shares of S-8 stock to the affiliated advisor valued at $627,000.

 

On May 21, 2021, the Company issued 3,000,000 shares of restricted stock to the affiliated advisor valued at $4,500,000.

 

On August 27, 2021, the affiliated advisor entered into a consulting advisor agreement with a sign on bonus of $50,000 payable as of April 30, 2022. The executive will also be paid for annual consulting fees of $60,000 and the accrued portion of $40,000 was recorded as of April 30, 2022. As of April 30, 2022, the total amount due to the executive was $90,000.

 

On December 29, 2021, the Company issued 1,635,000 shares of common stock to the affiliated advisor valued at $2,452,500 for services.

 

 
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President

 

On December 3, 2021, the Company entered into an employment agreement with the President and Member of the Board of Directors with an initial annual salary of $60,000 beginning December 3, 2021 subject to future increases. The Company granted the President (i) 55,000 shares of common stock pursuant to its Form S-8; (ii) 2,225,000 restricted shares; and (iii) 625,000 shares to vest over the next 3 years, with 62,500 shares to vest quarterly contingent on milestones to be determined between the Company and the President.

 

On May 21, 2021, the Company issued 55,000 shares of S-8 stock to the President valued at $82,500 as sign on bonus. 

 

On October 6, 2021, the Company issued 125,000 shares of common stock to the President at $187,500.

 

On December 31, 2021, the Company issued 2,100,000 shares of restricted common stock to the President at $2,100,000 as sign on bonus.

 

On December 31, 2021, the Company issued 125,000 shares of restricted common stock to the President at $125,000. 

 

On April 28, 2022, the Company issued 104,167 shares of restricted common stock to the President at $35,938.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $20,000 to the President, payable as of April 30, 2022.

 

COO

 

On December 29, 2021, the Company entered into an employment agreement with the COO and Member of the Board of Directors with an initial annual salary of $60,000 beginning December 29, 2021 subject to future increases. The Company granted the COO (i) 55,000 shares of common stock pursuant to its Form S-8; (ii) 2,225,000 restricted shares; and (iii) 625,000 shares to vest over the next 3 years, with 62,500 shares to vest quarterly contingent on milestones to be determined between the Company and the COO.

 

On May 21, 2021, the Company issued 55,000 shares of S-8 stock to the COO valued at $82,500 as sign on bonus. 

 

On December 31, 2021, the Company issued 2,100,000 shares of restricted common stock to the COO at $2,100,000 as sign on bonus.

 

On April 28, 2022, the Company issued 208,333 shares of restricted common stock to the COO at $153,750.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $27,000 to the COO, of which $11,077 was payable as of April 30, 2022.

 

CFO

 

On November 1, 2021, the Company entered into an employment agreement with the CFO and advisor to the Board of Directors with initial annual salary of $60,000 beginning January 1, 2022 subject to future increases. The Company granted the Executive (i) 15,000 shares of common stock pursuant to its Form S-8 which shall vest May 1, 2022; (ii) 50,000 restricted shares which shall vest May 1, 2022; and (iii) 10,000 shares per month over the next 3 years, to vest quarterly contingent on milestones to be determined between the Company and the CFO.

 

On April 28, 2022, the Company issued 360,000 shares of restricted common stock to the CFO at $124,200.

 

On April 28, 2022, the Company issued 15,000 shares of S-8 common stock to the CFO at $5,175.

 

During the year months ended April 30, 2022, the Company incurred management salary expense of $18,462 to the CFO, of which $8,077 was payable as of April 30, 2022.

 

VP Sales and Marketing

 

On May 3, 2021, the Company entered into an employment agreement with the VP Sales and Marketing and Member of the Board of Directors with an initial annual salary of $60,000 beginning May 3, 2021 subject to future increases. The Company granted the VP Sales and Marketing (i) 80,000 shares of common stock pursuant to its Form S-8; (ii) 1,100,000 restricted shares; with 91,666 shares to vest quarterly contingent on milestones to be determined between the Company and the VP Sales and Marketing.

 

On May 21, 2021, the Company issued 80,000 shares of S-8 stock to the VP Sales and Marketing valued at $120,000 as sign on bonus. During the year ended April 30, 2022, these shares were sold to an non-affiliated investor.

 

On May 21, 2021, the Company issued 250,000 shares of restricted common stock to the VP Sales and Marketing at $375,000 as sign on bonus.

 

On December 31, 2021, the Company issued 1,036,336 shares of restricted common stock to the VP Sales and Marketing at $1,036,336 as sign on bonus.

 

 
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During the year ended April 30, 2022, the Company incurred management salary expense of $57,800 to the VP Sales and Marketing, of which $40,702 was payable as of April 30, 2022.

 

Loan Receivable

 

On June 16, 2021, the Company signed an agreement with a related party that is an affiliate of the Company’s CEO for a loan of $21,310. The loan is non-interest bearing and has a one-year term. During the year ended April 30, 2022, the Company advanced the $21,310 to this affiliate, but the loan receivable was determined to be uncollectible and was written off as bad debt at April 30, 2022.

 

NOTE 6 - COVERTIBLE NOTE PAYABLE

 

Convertible note payable at April 30, 2022 consists of the following:

 

 

 

April 30, 2022

 

Dated June 16, 2021

 

$265,000

 

Dated September 8, 2021

 

 

168,000

 

Total convertible notes payable, gross

 

 

433,000

 

Less: Unamortized debt discount

 

 

(15,480)

Total convertible notes

 

$417,520

 

 

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 $1.00 per share. The note has 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. (Note 4) On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022.

 

On June 16, 2021, the Company recorded total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $196,667 reporting under interest expense in the statements of operations. As of April 30, 2022, the debt discount was fully amortized.

 

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 $1.00 per share. The note has 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. (Note 4) On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022.

 

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. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $101,913 reporting under interest expense in the statements of operations. As of April 30, 2022, the unamortized debt discount was $15,480.

 

On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000.

 

During the year ended April 30, 2022, the Company recorded interest expense of $31,304. As of April 30, 2022, the accrued interest payable was $31,304.

 

As of April 30, 2022, the convertible note payable was $417,520, net of debt discount of $15,480.

 

NOTE 7 - COMMITTMENTS AND CONTINGENCIES

 

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

 

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020 at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022 at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company and $2,000 payable in cash.

 

 
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The Company also maintains a sales office at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of 12 months expiring on April 30, 2022 at the cost of $1,857.50 per month.

 

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

 

NOTE 8 - INCOME TAX

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

The reconciliation of the net operating loss for year ended April 30, 2022 and 2021 is shown as follows:

 

 

 

Year Ended

 

 

 

April 30,

 

 

April 30,

 

 

 

2022

 

 

2021

 

Net loss

 

$(29,590,456)

 

$(757,328)

Add: Stock based compensation

 

 

28,292,017

 

 

 

259,500

 

Net operating loss

 

$(1,298,439)

 

$(497,828)

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2022 and 2021 are as follows:

 

 

 

April 30,

 

 

April 30,

 

 

 

2022

 

 

2021

 

Net operating loss carryforward

 

$(1,915,083)

 

$(616,644)

Effective tax rate

 

 

21%

 

 

21%

Deferred tax asset

 

 

(402,167)

 

 

(129,495)

Less: Valuation allowance

 

 

402,167

 

 

 

129,495

 

Net deferred asset

 

$-

 

 

$-

 

 

The valuation allowance increased by $272,672 and $104,544 during the years ended April 30, 2022 and 2021, respectively. As of April 30, 2022, the Company had approximately $2 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018 can be carried forward for twenty years, whereas NOLs generated after April 30, 2018 can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2022 are subject to review by the tax authorities.

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended April 30, 2022 or 2021. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2022 or 2021. Tax returns for the years ended 2016 through 2022 are subject to review by the tax authorities.

 

NOTE 9 - RISKS AND UNCERTAINTIES

 

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at April 30, 2022. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change, as new events occur and additional information is obtained.

 

NOTE 10 - SUBSEQUENT EVENTS

 

Subsequent to April 30, 2022 and through the date that these financials were issued, the Company had the following subsequent events: 

  

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 proceed of $42,000 On May 5, 2022, the Company reduced the warrants are exercise price of the attached warrants from the convertible promissory note of $280,000 issued on June 16, 2021 from $1.25 per share to $0.15 per share.

 

 
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On June 7, 2022, 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.

 

On June 7, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $75,000 Promissory Note for a purchase price of $74,000, convertible at 75% of the average closing price thirty (30) trading days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of the note in the event of default. The Company has also issued 75,000 Restricted Common Shares to the investor as an inducement. The note matures 10 months from the issuance date and accrues interest at 10%

 

On July 7, 2022, Acquired the of assets and intellectual properties from Nutriumph. The purchase price consisted of $50,000 cash and 200,000 shares at $0.30 per share of the Company's common stock. The Company had also entered into an Employment Agreement with Nadege Bellissan as “CEO” of the Nutriumph Division of GPO Plus. The Company had also entered into an Independent Consultant Agreement with Orev, LLC to assist with the Nutriumph acquisition.

 

On June 30, 2022, the Company issued 80,000 shares of the Company’s S-8 stock at $0.44 per shares totaling $35,200 to an employee in payment of services rendered.

 

On July 28, 2022, the Company issued 278,500 shares of common stock to consultants, employees and executives at $0.21 per share through private placement

 

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 the Company’s S-8 stock at $0.315 per share totaling $7,500 to the Company’s landlord in partial payment of rent.

 

On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $55,000 Promissory Note for a purchase price of $50,000, 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. The note matures on July 17, 2023 and accrues interest at 10%

 

On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $82,500 Promissory Note for a purchase price of $75,000, 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. The note matures on July 17, 2023 and accrues interest at 10%

 

On August 22, 2022 Laurence Ruhe tendered his resignation as the Company’s CFO, Chief Financial Officer.

 

On August 22, 2022 the Company entered into month-to-month Independent Contractor Agreement with Laurence Ruhe as Interim CFO.

 

On August 29, 2022 the Company entered into an Employment Agreement with Joseph Jaconi as President of DISTRO Plus, a division of GPO Plus. The agreement has a three (3) year term.

 

 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being April 30, 2022. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and Chief Financial Officer (our principal executive officer and principal accounting officer).

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our CEO and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2022 based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of April 30, 2022, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending April 30, 2023: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes‑Oxley Act of 2002.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our company’s internal control over financial reporting during the quarter ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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Limitations on the Effectiveness of Internal Controls

 

Our management, which consists of our sole officer, does 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.

 

ITEM 9B. OTHER INFORMATION

 

Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name

 

Position held with the Company

 

Age

 

Date First Elected or Appointed

 

Brett H. Pojunis

 

Chairman, Chief Executive Officer and Director

 

42

 

May 5, 2020

 

Ronald McCormick

 

President and Director

 

54

 

December 03, 2021

 

Wayne Smeal

 

Chief Operating Officer and Director

 

60

 

December 29, 2021

 

Bryan Garabrandt

 

Vice President of Sales and Marketing

 

37

 

May 3, 2021

 

Laurence Ruhe

 

Interim Chief Financial Officer

 

60

 

November 1, 2021

 

 

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Brett H. Pojunis, President, Chairman, Chief Executive Officer, and Director

 

Mr. Pojunis has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole Director since May 5, 2020. Since 2014, Mr. Pojunis has served on the Board of Directors of a publicly traded agriculture company whose holdings include Green Leaf Farms, a Las Vegas based Nevada licensed Cultivation and Production facility, and Green Leaf Farms International, a 33,600-acre cultivation farm in Jujuy, Argentina.

 

Prior to founding GPO Plus, Mr. Pojunis was one of the leaders of the Libertarian Party serving two-terms on the Libertarian National Committee (LNC), two terms as the Chairman of the Libertarian Party of Nevada, and was part of the senior staff for the 2016 Johnson/Weld Presidential campaign. Mr. Pojunis was very involved with state level legislation and advocacy which included Question 2 (in 2016) as well as an advisor to other statewide initiatives. Mr. Pojunis hosted and produced over 150 political events including the 2016 Libertarian Presidential Debate hosted by Penn Jillette (Penn & Teller) that included video questions from well-known celebrities which aired on TheBlaze Network. Mr. Pojunis was the creator of multiple politically focused events and conferences including LPEX – the Libertarian Political Expo, a political conference for Libertarian political training, The Political Party, a non-partisan organization with the goal of getting more Nevadans involved in the political process with the well-known “Meet the Candidates” events series.

 

Mr. Pojunis has been involved in finance and the public markets since 1999. Mr. Pojunis has been a consultant to many start-up companies as well as publicly traded companies including high tech Internet to traditional brick and mortar companies. From 2002 through October 2009, Mr. Pojunis has been involved in nightlife and entertainment ventures bridging technology and social media with events. He has hosted over 650 events in Las Vegas as well as other markets throughout the United States. Mr. Pojunis served on the Board of Directors of multiple private and public companies and organizations. Mr. Pojunis has military training ranging from Civil Affairs Specialist (38A) to Combat Engineer (12B). While in the US ARMY he was awarded the Outstanding American award, twice. Mr. Pojunis is a fellow at The Leadership Institute which provides political activism training. Mr. Pojunis studied Environmental Liberal Arts at Green Mountain College and Entrepreneurship classes at the Simon School of Business at the University of Rochester. Mr. Pojunis attended elective International Business and Finance classes at Rochester Institute of Technology.

 

Our company believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer of our company.

 

Ronald McCormick, President and Director

 

Ron McCormick is a serial entrepreneur with over 30 years of business experience in operations, sales, product development, manufacturing, distribution, and management. McCormick started his career as a nutritionist focusing on health, wellness, and fitness. McCormick developed and pioneered some of the most popular vitamins and supplements with global distribution generating millions of dollars in annual revenue.

 

He developed a profitable business model for large regional membership-based nutrition stores which serve healthy deli-style food along with an organic juice/smoothie bar. To date, McCormick launched 15 nutritional stores and successfully exited from 14 stores generating millions in profit. He continues to operate one of his flagship stores in Henderson, Nevada.

 

Additionally, McCormick’s long list of achievements includes developing one of the first liquid multivitamins, power green and power red nutrient-rich supplements, he developed VitaNourish (www.VitaNourish.com), currently the only alkaline nano vitamin water on the market and is the first and only high alkaline (9.0 PH) electrolyte nano multi-vitamin water with no flavors, colors, or tastes resulting in refreshing clean water with incredible health benefits. VitaNourish is sold nationally and distributed from well-known distribution companies including Pepsi, RSI, and Budweiser as well as other national distributors.

   

Over six (6) years ago he began to apply his experience, network, expertise, and a strong background in health and wellness to the new emerging CBD industry. He created hemp water and a vertically integrated water-soluble nano CBD product line. McCormick personally developed and oversaw each phase of these projects from farming, extraction, and manufacturing to distribution and sales. His products are well distributed nationally and some internationally as well.

 

Our company believes that Mr. McCormicks’ business experience and industry expertise qualify him to serve as an officer of our company.

 

Wayne Smeal, Chief Operating Officer and Director

 

Mr. Smeal began his career working for Fortune 500 companies, including McKesson, Armor Food’s, ConAgra, and Kellogg’s. Leaving the corporate world Mr. Smeal ventured into private companies with more than 30 years in owning, operating, and managing businesses in multiple industries including Health, Beauty, Nutrition, Hemp, & Real Estate as well as franchising. Mr. Smeal has a successful history developing management teams and growing successful companies.

 

Mr. Smeal developed an international scalable franchise model in the indoor tanning industry with a company he founded called Executive Tan, with over 200 locations sold, employing over 600 employees and contractors, and annual Gross revenue of more than $20,000,000. He grew Executive Tans from a single location in 1991 to the largest indoor tanning company in the U.S. and the third-largest in the world by 2002. He was recognized by Ernst and Young Entrepreneur of the Year in 2005 and featured in Success Magazine and Entrepreneur Magazine where for 5 consecutive years Executive Tans appeared on the Top 500 Franchise Global Rankings. Mr. Smeal has first-hand experience in Franchising, National and International Corporate Expansion, building great Management Teams, and implementing Strategic Sales & Marketing ideas. He successfully exited from Executive Tan.

 

Prior to joining GPOX, Mr. Smeal was a pioneer in the CBD industry. He was a partner in and revamped the sales and operations of a company reorganizing numerous departments including restructuring the sales and marketing departments and successfully launched over 50 new CBD products throughout all 50 states and 7 countries. Mr. Smeal opened different divisions of the company which consisted of Private Label and White Label Divisions, Bulk Sales Division, Raw Materials Division, and Retail Sales Division.

 

Our company believes that Mr. Smeals’ business experience and industry expertise qualify him to serve as an officer of our company.

 

Bryan Garabrandt, Vice President of Sales and Marketing

 

Bryan is a highly qualified and highly recommended marketing and technology professional with 15+ years of experience in development, systems administration, online marketing, e-commerce, and proven leadership. Throughout his career he has generated proven, data-driven results in lowering costs, increasing revenues, increasing profits, and improving productivity with Technology.

 

Experienced and honed in technology and systems development, digital media, data analysis, and marketing psychology; Bryan takes a very methodical and analytical approach to developing and improving online brand presence, reputation, website effectiveness, and user experience. As a trained statistician, he puts his trust in the data and believes having quality analytics in order to make calculated decisions is the best approach to a great web presence and strong ROI.

 

Bryan has over a decade of experience in consulting, managing, developing, executing, and optimizing websites, online marketing campaigns, and e-commerce strategies.

 

Laurence Ruhe, Interim Chief Financial Officer

 

Laurence Ruhe is a seasoned professional with extensive experience in the capital markets driving strong financial and operational results for publicly traded and private companies. Mr. Ruhe has international business experience working with multi-national enterprises operating in multiple countries with multiple currencies.

 

Mr. Ruhe brings over 34 years of financial and business experience to the Company, previously holding senior positions with Progressive Gaming, Konami Gaming, Wells Fargo, BMM International, Deutsche Bank, and other publicly traded companies.

 

Our company believes that Mr. Ruhes’ business experience and industry expertise qualify him to serve as an officer of our company.

 

Employment Agreements

 

We have no formal employment agreements with any of our directors and or officers. 

 

Family Relationships

 

Not Applicable

 

 
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Involvement in certain legal proceedings.

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

1.

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 

 

2.

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

 

3.

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

 

4.

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

5.

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

6.

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

 

 
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Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO at the address appearing on the first page of this annual report.

 

Board and Committee Meetings

 

Our board of directors held no formal meetings during the year ended April 30, 2022. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Audit Committee Financial Expert

 

Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The particulars of the compensation paid to the following persons:

 

 

(a)

our principal executive officer;

 

 

 

 

(b)

each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2022 and 2021; and

 

 

 

 

(c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2022 and 2021, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

 

 

 

 

 

 

SUMMARY COMPENSATION TABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

Nonqualified

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

Deferred

 

 

All

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

Compensa-

 

 

Other

 

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Plan

 

 

tion

 

 

Compensa-

 

 

 

Name and

 

 

 

 

 

 

Awards

 

 

Awards

 

 

Compensa-

 

 

Earnings

 

 

tion

 

 

 

Principal Position

 

Year Salary ($)

 

 

Bonus ($)

 

 

($)

 

 

($)

 

 

tion ($)

 

 

($)

 

 

($)

 

 

Total ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brett H. H. Pojunis

 

2022

 

 

58,370

 

 

 

-

 

 

 

2,121,563

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

2,136,563

 

CEO

 

2021

 

 

10,991

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Laurence Ruhe (1)

 

2022

 

 

18,462

 

 

 

-

 

 

 

129,375

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

147,837

 

CFO

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald McCormick (2)

 

2022

 

 

20,000

 

 

 

-

 

 

 

2,405,938

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,425,938

 

President

 

2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wayne Smeal (3)

 

2022

 

 

27,000

 

 

 

-

 

 

 

3,386,040

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,413,040

 

COO

 

2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bryan Garabrandt (4)

 

2022

 

 

57,800

 

 

 

-

 

 

 

1,531,336

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,589,136

 

Vice President

 

2021

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

(1)

Laurence Ruhe hired as CFO on November 1, 2021.

(2)

Ronald McCormick hired as President on December 3,2021

(3)

Wayne Smeal hired as COO on December 29, 2021

(4)

Bryan Garabrandt hired as Vice President on May 03, 2021.

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

 
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Grants of Plan-Based Awards

 

During the fiscal year ended April 30, 2022 we did not grant any stock options.

 

Option Exercises and Stock Vested

 

During our fiscal year ended April 30, 2022 there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially based on 32,420,382 shares issued and outstanding as of September 10, 2022 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

  

 

 

Common Stock

 

 

Convertible Series

A Preferred

 

 

Series A non-voting

redeemable preferred

 

 

 

Amount and

 

 

 

 

 

Amount and

 

 

 

 

 

Amount and

 

 

 

 

 

 

Nature of

 

 

 

 

 

Nature of

 

 

 

 

 

Nature of

 

 

 

 

 

 

Beneficial

 

 

Percentage of

 

 

Beneficial

 

 

Percentage of

 

 

Beneficial

 

 

Percentage of

 

Name and Address of Beneficial Owner

 

Ownership

 

 

Class(1)

 

 

Ownership

 

 

Class

 

 

Ownership

 

 

Class

 

Brett H. Pojunis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

7,225,000

 

 

 

22.29%

 

 

500,000

 

 

 

50.00%

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bryan Garabrandt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

1,368,836

 

 

 

4.22%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald McCormick

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

2,574,167

 

 

 

7.94%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wayne Smeal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

2,425,833

 

 

 

7.48%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Laurence Ruhe

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

405,000

 

 

 

1.25%

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Fugler

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3571 E. Sunset Road, Suite #300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89120

 

 

6,453,000

 

 

 

19.90%

 

 

500,000

 

 

 

50.00%

 

 

175,000

 

 

 

100.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Executive Officers as a Group

 

 

13,998,836

 

 

 

43.18%

 

 

500,000

 

 

 

50.00%

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5% Shareholders as a Group

 

 

18,678,000

 

 

 

57.61%

 

 

500,000

 

 

 

50.00%

 

 

175,000

 

 

 

100.00%

__________ 

(1)

A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 10, 2022. As of September 10, 2022, there were 32,420,382 shares of our common stock issued and outstanding.

 

Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. The company does not have any arrangements for such issuances or arrangements at this time.

 

 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2022, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

 

CEO

 

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.

 

During the year ended April 30, 2022, the Company issued 2,162,500 shares of restricted common stock to the CEO valued at $2,121,563.

 

During the year ended April 30, 2022, the Company incurred management fees of $43,370 to the CEO of the Company.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $8,077 to the CEO, payable as of April 30, 2022.

   

President

 

On December 3, 2021, the Company entered into an employment agreement with the President and Member of the Board of Directors with an initial annual salary of $60,000 beginning December 3, 2021 subject to future increases.

 

On May 21, 2021, the Company issued 55,000 shares of S-8 stock to the President valued at $82,500 as sign on bonus. 

 

On October 6, 2021, the Company issued 125,000 shares of common stock to the President at $187,500.

 

On December 31, 2021, the Company issued 2,100,000 shares of restricted common stock to the President at $2,100,000 as sign on bonus.

 

On April 28, 2022, the Company issued 104,167 shares of restricted common stock to the President at $35,938.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $20,000 to the President, payable as of April 30, 2022.

 

COO

 

On December 29, 2021, the Company entered into an employment agreement with the COO and Member of the Board of Directors with an initial annual salary of $60,000 beginning December 29, 2021 subject to future increases.

 

On May 21, 2021, the Company issued 55,000 shares of S-8 stock to the COO valued at $82,500 as sign on bonus. 

 

On December 31, 2021, the Company issued 2,100,000 shares of restricted common stock to the COO at $2,100,000 as sign on bonus.

 

On April 28, 2022, the Company issued 208,333 shares of restricted common stock to the COO at $153,750.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $27,000 to the COO, of which $11,077 was payable as of April 30, 2022.

 

CFO

 

On November 1, 2021, the Company entered into an employment agreement with the CFO and advisor to the Board of Directors with initial annual salary of $60,000 beginning January 1, 2022 subject to future increases.

 

On April 28, 2022, the Company issued 360,000 shares of restricted common stock to the CFO at $124,200.

 

On April 28, 2022, the Company issued 15,000 shares of S-8 common stock to the CFO at $5,175.

 

During the year months ended April 30, 2022, the Company incurred management salary expense of $18,462 to the CFO, of which $8,077 was payable as of April 30, 2022.

 

VP Sales and Marketing

 

On May 3, 2021, the Company entered into an employment agreement with the VP Sales and Marketing and Member of the Board of Directors with an initial annual salary of $60,000 beginning May 3, 2021 subject to future increases.

 

On May 21, 2021, the Company issued 80,000 shares of S-8 stock to the VP Sales and Marketing valued at $120,000 as sign on bonus. During the year ended April 30, 2022, these shares were sold to an non-affiliated investor.

 

On May 21, 2021, the Company issued 250,000 shares of restricted common stock to the VP Sales and Marketing at $375,000 as sign on bonus.

 

On December 31, 2021, the Company issued 1,036,336 shares of restricted common stock to the VP Sales and Marketing at $1,036,336 as sign on bonus.

 

During the year ended April 30, 2022, the Company incurred management salary expense of $57,800 to the VP Sales and Marketing, of which $40,702 was payable as of April 30, 2022.

  

Director Independence

 

We currently have three members on the board of directors.

 

We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

 

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

 

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2022 and for fiscal year ended April 30, 2021 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

 

Year Ended

 

 

Year Ended

 

 

 

April 30,

 

 

April 30,

 

Fee Category

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Audit Fees

 

$38,500

 

 

 

23,000

 

Audit-Related Fees

 

 

-

 

 

 

-

 

Tax Fees

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

All Other Fees

 

 

-

 

 

 

-

 

Total Fees

 

$38,500

 

 

$23,000

 

 

Audit committee policies & procedures

 

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

 
46

Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

 

(a)

Financial Statements

 

 

 

(1)

Financial statements for our company are listed in the index under Item 8 of this document.

 

 

 

 

 

 

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

 

(b)

Exhibits

 

EXHIBIT

 

 

INCORPORATED BY REFERENCE

NUMBER 

 

Exhibit Description

 

Form

 

Exhibit

 

Filing Date

(3)

 

(i) Articles of Incorporation, (ii) Bylaws

 

S-1

 

3.1

 

September 22, 2016 

3.1 

 

Articles of Incorporation

 

S-1

 

3.2

 

September 22, 2016

3.2

 

By-Laws

 

8-K

 

3.1

 

March 29, 2018

3.3

 

Articles of Merger filed with the Nevada Secretary of State on January 31, 2018

 

8-K

 

3.2

 

March 29, 2018

3.4

 

Certificate of Change filed with the Nevada Secretary of State on January 31, 2018

 

8-K

 

3.1

 

August 20, 2020

3.5

 

Agreement and Plan of Merger

 

8-K

 

3.2

 

August 20, 2020

3.6

 

Certificate of Change

 

 

 

 

 

 

(31)

 

(i) Rule 13a-14(a)/15d-14(a) Certifications, (ii) Rule 13a-14/15d-14 Certifications

 

 

 

 

 

 

31.1*

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

(32)

 

Section 1350 Certifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(100)

 

Interactive Data File

 

 

 

 

 

 

101.INS**

 

Inline XBRL Instance Document

 

 

 

 

 

 

101.SCH**

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

101.CAL**

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

101.DEF**

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

101.LAB**

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

101.PRE**

 

 Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

___________

*Filed herewith.

**Furnished herewith.

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

 
47

Table of Contents

 

SIGNATURES

 

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

 

 

 GPO PLUS, INC.
    
Dated: September 13, 2022    By:/s/Brett H. Pojunis

 

 

Brett H. Pojunis 

 

 

Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

    
Dated: September 13, 2022/s/Brett H. Pojunis

 

 

Brett H. Pojunis

 

 

 

Chief Executive Officer, Treasurer, Secretary and Chairman of the Board of Directors

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

 

 

 
48

 

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