UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2023
	For the fiscal year ended: April 30, 2024
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Commission file number: 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1817132
(State or other jurisdiction of incorporation or organization)		(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: 852-5238-9111.

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 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 as of October 31, ~~2022~~2023, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $73,~~887~~941,~~062~~345 based on a $0.5714 average bid and asked price on such date. Solely for the purpose of this disclosure, such shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of August 3013, ~~2023~~2024, the Registrant had 4457,~~223~~633,~~860~~014 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I
	ITEM 1.	BUSINESS	43
	ITEM 1A.	RISK FACTORS	87
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	97
	ITEM 2.	PROPERTIES	97
	ITEM 3.	LEGAL PROCEEDINGS	97
	ITEM 4.	MINE SAFETY DISCLOSURES	97

PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	108
	ITEM 6.	RESERVED	1110
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1110
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1614
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1817
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4142
	ITEM 9A.	CONTROLS AND PROCEDURES	4142
	ITEM 9B.	OTHER INFORMATION	4243
	ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	4243
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	4344
	ITEM 11.	EXECUTIVE COMPENSATION	4546
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4648
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4749
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	5052
PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	5154
	ITEM 16.	FORM 10-K SUMMARY	5154
SIGNATURES			5255

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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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PART I

ITEM 1. BUSINESS

General Overview

History

GPO Plus, Inc. (the “Company”) was incorporated in the State of Nevada on March 29, 2016, under the name Koldeck, Inc. for the purpose of operating a publishing business providing services of professional ghost writers, content writers, editors, and publishers. We have since changed our business model and are now operating as a publicly traded global holding company of industry specific group purchasing organizations (GPOs), presently trading under the stock symbol GPOX.

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~~shareholders is gpoplus.com/ir.

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

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The Company

Our Current Business

GPOPlus+ (GPOX)

~~GPO~~GPOPlus+ ~~Plus (~~“GPOX)” is a ~~product~~leading ~~development,~~Direct ~~manufacturing,~~Store ~~and~~Delivery “DSD” distribution company ~~which~~pioneering ~~offers~~the afuture ~~diverse portfolio~~ of ~~high-quality innovative products sold directly to consumers and retailers. Our business is organized around four key areas: products (developing and manufacturing),~~ distribution ~~(getting our products~~ to ~~customers),~~convenience ~~marketing~~stores ~~(promoting our products),~~ and ~~sales~~gas ~~(selling~~stations ~~our~~with ~~products~~its totechnology-driven ~~consumers and retailers). Our goal is to expand our product line and~~ distribution ~~reach to meet market demand and the needs of our customers~~model. ~~Our business is organized around four key areas:~~

•3 ~~Products~~Table ~~(developing~~of and manufacturing unique products) • Distribution (getting our products to customers through Direct to store Delivery "DSD" and independent sales organizations "ISO's") • Branding (promoting our Products and our Company) • Sales (a technology and data-driven approach)Contents

WeOur ~~recently~~strategic ~~successfully~~approach ~~deployed~~involves ~~our~~a ~~new~~close ~~“White~~collaboration ~~Glove”~~with ~~Direct~~retailers to ~~Store~~curate a tailored selection of fast-moving consumer goods (~~“DSD”~~FMCG) ~~service.~~that ~~This~~cater ~~new~~to ~~service~~the ~~includes~~specific ~~new~~needs ~~point~~ of ~~sale~~their ~~displays~~customer ~~for~~base. By visiting our ~~flagship~~retail ~~brand~~partners ~~“The~~weekly, ~~Feel~~we ~~Good~~ensure ~~Shop+”~~that ~~and~~shelves ~~“Mr.~~are ~~Vapor”.~~consistently Tostocked ~~implement~~with the ~~new~~most ~~DSD~~sought-after ~~service~~products, ~~program~~maintaining ~~GPOX~~optimal ~~created~~inventory ~~“Mini~~levels, ~~Hubs”~~and ~~supported~~maximizing byretail asuccess. ~~Regional~~This ~~Distribution~~partnership ~~Hub~~extends to working directly with manufacturers and vendors, enhancing our product lineup, and, in ~~Lubbock~~some cases, ~~Texas~~creating our own branded products to fill market gaps.

~~Currently,~~Our ~~GPOX~~in-house ~~services~~technology ~~approximately~~platform, ~~570~~PRISM+, ~~stores~~is ~~across~~at ~~12 states centralized in~~ the ~~Southwest~~core ~~and Midwest regions~~ of ~~the~~our ~~United~~operations, ~~States.~~designed ~~The~~to ~~Company~~streamline ~~has already identified 316 locations approved for~~ the ~~new~~distribution ~~program, with approximately 100 currently active~~process. ~~The~~PRISM+ ~~next~~supports ~~116~~efficient ~~stores~~delivery, ininventory ~~Dallas~~management, ~~TX,~~data ~~Austin~~analytics, ~~TX,~~ and ~~Albuquerque,~~overall NMoperational excellence, ~~plan~~enabling tous ~~be activated before the end of October 2023. The Company also has in its growth plans~~ to ~~activate~~reliably ~~an additional 103 stores in Wyoming, Kansas,~~ and ~~Missouri~~effectively ~~marketplaces~~meet by the ~~end~~dynamic needs of ~~October~~our ~~2023~~partners.

Once the Company opens a Mini Hub, sales teams actively look to add additional specialty retailers (gas stations, smoke shops, vape shops, and liquor stores), with a goal of each Mini Hub servicing approximately 100 to 150 locations. This equates to an initial goal of 1,000 to 1,500 retail locations to be supported by the Regional Hub in Lubbock.Overview

GPOX is pioneering the future of distribution to convenience stores and gas stations with our groundbreaking DSD distribution model. Our ~~Divisions~~technology-driven distribution network is strategically designed to optimize effectiveness and maximize reach through a network of Regional Hubs and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.

~~DISTRO+~~Understanding our retail partners' critical needs and challenges, we work closely with them to identify pain points and devise tailored solutions that exceed their expectations! Our commitment to distribution superiority is mirrored in our approach to product selection. We align product offerings with consumer demand by identifying the most relevant and sought-after items; we collaborate with best-in-class vendors, manufacturers, and brands to curate an exceptional product lineup. In some cases, GPOX manufactures products, ensuring our market-leading portfolio remains diverse, exclusive, highly profitable, and in demand. This unique approach enables us to deliver unparalleled value to our retail partners, ensuring that their shelves are consistently stocked with the products consumers want the most.

~~DISTRO+~~GPOX is anot ~~Group~~just ~~Purchasing~~a ~~Organization~~distributor; ~~(GPO)~~we +are ~~distributor~~a ofpartner ~~premium~~invested ~~products~~in ~~for~~ the ~~emerging~~success ~~specialty~~of ~~retailer~~our ~~sector and wholesalers~~clients. ~~DISTRO+~~Our ~~proudly~~rapid ~~represents~~growth ~~best-in-class~~is ~~brands focusing on nutraceuticals, hemp-derived Farm Bill Compliant products, and Kratom. DISTRO+ operates~~ a ~~Direct~~testament to ~~Store Delivery “DSD” distribution model, which provides its customers with~~ the ~~highest~~effectiveness ~~level~~ of ~~service. It’s backed by a robust technology portal that gives~~ our ~~partners~~DSD model and ~~customers~~ the ITtrust ~~backbone~~placed toin ~~manage~~us ~~logistics,~~by ~~inventory,~~some ~~and~~of ~~payments~~the ~~while~~country's ~~shopping~~largest ~~from~~convenience ~~real~~store ~~time product catalogues~~ and ~~inventory.~~gas ~~Through~~station ~~the power of Group Purchasing, DISTRO+ offers its network competitive pricing with low MOQs that realize similar discounts as major retailers with large buying power~~chains.

Over the last year, we discovered that a few distributors deliver 80% - 85% of products in convenience stores and gas stations, while the remaining 15% - 20% is handled by numerous regional vendors using a drop-ship model. Our mission is to consolidate this fragmented 15% - 20% market, leveraging our extensive service area, our weekly DSD service, and approaching independent store operators to gain a significant competitive advantage.

We are deeply committed to perfecting every aspect of our DSD distribution service. We believe in the power of getting it right - building a scalable, robust business model that can expand without sacrificing quality. Our strategy to achieve this encompasses all distribution aspects, from customer service provided by our drivers to efficient warehouse operations to full technology implementation. While pursuing perfection, our strategy includes onboarding new customers in our existing service area and doing so until we get it right!

We have invested time, money, and resources to build the infrastructure for a highly scalable business model capable of nationwide expansion, not just facilitating our current customer base. Once we have solidified our operations and ensured the success of these partnerships, we will set our sights on 2025 and beyond, aiming to scale up to serve over 20,000 locations nationwide.

Industry Background: How BIG is Our Target Market?

In 2023, the United States boasted approximately 152,396 convenience stores and gas stations, with single-store operators making up 96,161 (63.1%) of these establishments, indicating a strong presence of independent ownership within the market. We empower independent retailers with the same level of service and pricing as large chains.

Total industry revenues approached $860 Billion for the year, with $532.2 Billion derived from motor fuel sales and $327.6 Billion from in-store sales, highlighting the significant revenue potential beyond just fuel.

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Our Target Market

Over the last year, we learned that 80% - 85% of all the products you see in convenience stores and gas stations are delivered by just a few distributors. The remaining 15% - 20% is serviced by dozens, in some cases more than 50+ vendors and distributors, with primarily a drop-ship model. Many of these vendors and/or distributors are regional; the larger the convenience store/gas station chain, the fewer vendors they want to work with. Our mission is to consolidate the 15% - 20% of highly fragmented products represented by many vendors and distributors. This is our Target Market, where we have a significant competitive advantage due to our large service area and weekly DSD service!

Our Opportunity

The opportunity within this sector also lies mainly in the in-store sales domain, which is growing in diversity and volume. As consumer preferences shift towards quick, accessible shopping for a broader range of products, convenience stores are uniquely positioned to meet these demands. This market dynamic presents a fertile ground for companies like GPOX looking to capitalize on the expanding role of convenience stores beyond traditional fuel sales, offering substantial returns on investments in enhancing in-store offerings and customer experience.

Getting Really, Really Good at DSD Distribution

The GPOX Team is dedicated to perfecting our DSD model by optimizing each aspect of our distribution process to ensure efficiency, profitability, and customer satisfaction by merging traditional distribution practices with innovative technologies. Our approach focuses on advanced logistics technology, rigorous training for our teams, and strategic partnerships with retailers to streamline the flow of goods directly to stores. This integration ensures high-quality control and supply chain resilience by distributing and manufacturing high-demand products, positioning us as a key player in the convenience retail sector.

This unique approach centers around a deep collaboration with retail partners and vendors. We distribute and manufacture high-demand products, making us a pivotal player in the convenience retail ecosystem. This vertical integration allows us to control quality and improve supply chain resilience, providing a consistent and reliable service to all our partners.

Our in-house technology platform, PRISM+, is at the forefront of supply chain management, driver management, and maintaining tight control over inventory. It enables precise inventory tracking, optimizes delivery routes, and ensures accurate, timely fulfillment. This reduces overhead costs and increases profitability for GPOX and our partners, distinguishing us as a strategic ally invested in their success.

Our in-person direct delivery model cuts operational costs for retailers and strengthens retailer relationships through consistent quality service and customized in-store promotions. As we refine our processes, GPOX is poised to lead in DSD distribution for gas stations and convenience stores, offering unparalleled value to our partners and an enhanced consumer experience.

Part of our DSD model is sourcing and manufacturing high quality products with high sales velocity and data analysis to refine an optimal product mix on a store-by-store basis. We continually work with vendors and manufacturing partners to source the best-suited products for our retail partners. When we increase the number of stores we provide distribution services to, we also increase the global footprint of our vendor partner's products, thus increasing their reach for a win-win for all! We are negotiating better deals with better terms and margins and will continue to do so, like a Group Purchasing Organization or a GPO!

We Are Problem Solvers!

We solve many problems for our retail partners just by being in the store weekly. Solving these problems creates a lot of value for GPOX, making us an indispensable partner. The problems solved include but are not limited to:

	·	Inventory Optimization: Store owners and managers no longer have to place orders for these products, as we replenish them with our weekly service. We manage weeks of supply.

	·	Saves Retail Space: Retailers no longer have to take up valuable retail space to store additional products; they have precisely what they need for that week or delivery period.

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~~Nutriumph®~~· ~~Supplements~~Saves Labor Costs: Store owners and managers no longer have to break down pallets, enter the products into inventory, and restock shelves. · Planogram Integrity: At the corporate level, the category managers can rest assured their planograms for each store layout are being adhered to, leading to more accurate reporting, forecasting, and sales. · Analytics: Using our technology, enhanced reporting provides insights into customer buying behaviors, leading to optimal product assortments and inventory levels. · Right products, in the right place at the right time. · Offering category expansion opportunities · We provide market research for clients' growth initiatives. · Territory: GPOX provides DSD service throughout the Midwest, which is the most challenging territory for this level of service. In the past, the Midwest was primarily serviced only by broadline or super-regional distributors. · Relationships: Our dedicated driving team has the lowest turnover rate in the industry, which means our store relationships are unmatched. This creates the opportunity to bring additional business and receive accurate customer feedback in real time. · Speed: Without lightning-fast response time to market trends and regulation changes, our competitors can compete! · Trends: Our speed of market is an advantage for the retailer and our supplier partners. · In Stock: Thanks to our model's efficiencies, retailers experience few to no out-of-stock, benefiting both the retailer and supplier. We partner with or handle supply disruptions so our clients can focus on their growth initiatives. · Retailer Private Label Products: The private label sector faces challenges related to customer perception of quality and competing with national brands. Analyzing sales data helps us support category managers in refining their product assortment, and DSD service protects the assortment from the common practice of national brands encroaching on shelf space. These practices contribute to a robust private label program for retailers, increasing our relationship's value.

~~Nutriumph®~~We issolve anunique 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 manufacturersneeds, ~~their~~like ~~products~~helping ~~come~~ with ~~strict~~new ~~key~~store ~~certifications including but not limited to Gluten~~set-~~Free,~~ups ~~Sugar-Free,~~& ~~100% Vegan~~launches, ~~Non-GMO,~~which ~~and~~go ~~USDA~~beyond ~~Certified~~typical ~~Organic.~~distribution ~~All Nutriumph® products are Made in the USA at FDA inspected facilities that follow Good Manufacturing Practices (cGMP)~~relationships. ~~Nutriumph® has offices in Las Vegas, Nevada, and Los Angeles, California, and its Laboratory is located in Newnan, Georgia.~~

~~Nutriumph®’s~~GPOX ~~top-selling~~Product ~~product~~Portfolio 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.Strategy

~~Since~~As ~~its~~we ~~inception,~~continue ~~Nutriumph®~~to ~~developed~~grow, awe ~~strong~~are ~~direct-~~dedicated to~~-consumer~~ ~~(DTC)~~expanding ~~online~~our ~~sales~~product ~~infrastructure~~portfolio ~~including~~to ~~optimized~~meet ~~and~~the ~~seasoned~~evolving ~~seller~~needs ~~accounts~~of ongas ~~Amazon,~~stations ~~Walmart Marketplace, Etsy,~~ and ~~eBay~~convenience ~~as well as their primary websites Nutriumph~~stores.~~com~~ ~~and~~We ~~HERBERALL.com.~~aim ~~The~~to ~~next~~represent ~~growth~~diverse ~~phase~~top-selling ~~will~~products bethat ~~expanding~~drive ~~Nutriumph®~~sales and ~~HERBERALL®~~enhance ~~into~~customer ~~retailers nationally through our distribution division, DISTRO+~~satisfaction.

~~Feel~~To ~~Good~~achieve ~~Shop+~~our growth objectives, we conduct thorough market research to identify emerging trends and consumer preferences specific to gas stations and convenience stores. This enables us to select top-selling products that align with current demand. The establishment of strong partnerships with best-in-class vendors and manufacturers known for their commitment to quality, innovation, and reliability is crucial. We rigorously evaluate potential products for inclusion in our portfolio to ensure they meet our standards for quality and compliance.

~~The Feel-Good Shop~~PRISM+ is an innovative “store within a store” retail concept offering an extensive range of CBD and other hemp-derived cannabinoid products. The Feel-Good Shop+ offers consumers an extensive range of hemp-derived cannabinoid products, including Delta-8, HHC, and other leading products from trusted companies like Hempacco, Kill Cliff, Canopy Growth, and CaliGold’s Flavorz. Consumers will be able to find all their favorite products in one place.Overview

~~GPOX~~PRISM+ ~~Labs~~(Predictive Route, Inventory, and Service Management) is our in-house technology platform is designed specifically for the gas station and convenience store industry. As a DSD (Direct Store Delivery) distributor, PRISM+ enables us to optimize and streamline our operations, driving significant efficiencies and enhancing service quality.

GPOX Labs is the division of GPOPlus+ that powers its technology, product development, and digital marketing to drive growth by improving operational efficiencies, developing innovative consumer products, and exploring new ways to connect with customers.

Our Products

Our product portfolio comprises best-in-class, high-quality, innovative, and fully compliant products representing numerous brands spanning multiple categories. We offer GPOX Brands, Licensed Brands, and Partner Brands, each designed to deliver value and performance to our customers.

● GPOX Brands - GPOX branded products have the highest margins for GPOX. The initial focus has been on CBD, recreational hemp, and nutraceutical products where the Company maintains a competitive advantage, creating long term value to the Company with proprietary house brands. We strategically evaluate additional house brands that align with current distribution channels to grow GPOX. ● Licensed Brands - We collaborate with established brands to create and manufacture high quality products that consumers are familiar with. We enter Licensing Agreements and pay a royalty on products sold, normally with exclusivity. By way of example, we completed a licensing agreement to create Yuengling's Ice Cream flavored recreational hemp and CBD products, as many people are familiar with the brand that is currently sold at thousands of retail locations. ● Partner Brands - We identify "category killer" established brands such as Mr. Vapor and FLAVYOR'S and enter into distribution agreements to help increase sales for our Partner brands.

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~~Product~~How ~~Categories~~We Generate Sales

●We ~~Vitamins,~~have ~~Nutraceuticals~~worked +hard ~~Nutritional~~to ~~Products.~~simplify ●our ~~Tobacco:~~business ~~Disposable Nicotine Vape Products+ Accessories~~model. ●The ~~General~~way ~~Merchandise~~we ~~for~~generate ~~Specialty~~revenue ~~Retailers.~~is ●easy ~~Recreational~~to ~~Hemp, Kratom + CBD Consumer Packaged Goods~~understand.

~~Branding~~Current +Revenue ~~Marketing~~Streams

~~Branding~~We ~~begins~~currently ~~with~~make ~~creating~~money ~~meaningful~~from ~~connections~~the ~~between~~products ~~our brands and their audience. While point of sale placement at retailers provides immediate attention,~~ we ~~create~~deliver ~~additional touch points~~ to ~~create~~stores ~~brand awareness, build loyalty and increase sales. This may sound like a basic concept, but many companies approach their products~~ as commodities, and we strongly disagree with that strategy. We differentiate ourselves by using a variety of cutting-edge technologies, marketing platforms, and channels to engage with our existing customers creating multiple touch points to expand our reach to new audiences. We constantly test and iterate new marketing strategies and techniques to find the most effective ways to build brand awareness and increase revenue.follows:

~~Sales~~1. Wholesale Markup + Volume Discounts: We purchase products from manufacturers at wholesale or discounted prices and sell them to retailers at a higher price. By selling large volumes, we benefit from economies of scale, which reduces our per-unit costs and increases our profit margins. The primary source of our revenue is the difference between our wholesale cost and the price at which we sell to retailers (the markup or margin). 2. Manufacturing: In some cases, we manufacture our own products. When GPOX is the manufacturer, we achieve significantly higher margins than wholesale products. Our profit margins are the difference between our manufacturing costs and the price we sell to retailers. This is superior to the profit from a markup on a product purchased from an outside manufacturer. 3. Delivery/Distribution Fees: We charge retailers a delivery fee for our weekly Direct Store Delivery (DSD) service. Sometimes, we purchase products on their behalf and store them in our Regional and Mini Hubs, and we earn a modest margin on these products when they are delivered.

GPOX has multiple sales channels to sell our products both direct-to-consumer and to retailers. Our sales channels include online eCommerce, tele sales, and traditional retail channels.

The Company developed proprietary software, MSRP+ ("Multiple Site Replicating Platform"), which allows multiple fully Search Engine Optimized eCommerce websites to be supported from one centralized backend platform, creating efficiencies to test targeted digital campaigns, reduce costs, improve the shopping experience, analyze market opportunities, and enhance the Company's competitive edge.

As we continue to develop and optimize our sales channels, we explore new and innovative ways to meet the evolving needs of our customers and drive growth in our business. Our strategic approach to sales, coupled with our focus on innovation and customer satisfaction, underscores our commitment to delivering long-term value for our investors.

Suppliers

We source our products from various suppliers and serve as an important partner for our suppliers by providing them access to our growing customer base. Many of our suppliers provide products to each of our reportable divisions, while others sell to only one division. Our supplier base consists of large and small vendors selling national regional brands. We particularly maintain close relations with vendors specializing in our CBD products as these are products new to the US market. Many of our suppliers provide sales material and sales support for the products that we purchase.

Pricing

Our pricing for customers is either set by contract with the customer or is priced at the time of order. If the price is by contract, fixed markup per unit.

Trademarks and Trade Names

We have perpetual trademarks and trade names that are of significant importance, including HERBERALL® and Nutriumph®.

Human Capital Resources

One of our primary strategies is to attract, train, develop, and retain talented individuals who feel empowered to fully contribute their diverse backgrounds, experiences, and innovative ideas to the success of the Company. We also recognize the importance of keeping our associates safe and healthy, as well as giving them a voice and listening to their concerns and suggestions.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on, or accessible through, our website for free via the “Investors” section at www.pfgc.com. The information we file with the SEC or contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference herein and is not part of this Form 10-K.

Website and social media Disclosure

We use our website (www.gpoplus.com) and our corporate Facebook and Twitter accounts as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about GPO when you enroll in your e-mail address by visiting the “Newsletter” section of our website at investors.gpoplus.com. The contents of our website and social media channels are not, however, a part of this Form 10-K.

Government Regulation

GPOX is regulated by various federal, state, and local governmental agencies, such as the U.S. Department of Agriculture ("USDA"), the U.S. Food and Drug Administration, the Occupational Safety and Health Administration, the Bureau of Alcohol Tobacco and Firearms, and the U.S. Department of Transportation. These regulatory bodies establish standards concerning product quality, sanitation, workplace safety, and distribution policies.

The Company operates in 12 states and is required to adhere to state regulations regarding the distribution and sale of nicotine, tobacco, and Farm Bill compliant hemp derived CBD products. These regulations usually involve licensing and bonding requirements. Additionally, both state and federal regulatory agencies have the authority to levy excise taxes on cigarette and tobacco products. In recent times, several states have increased these excise taxes in response to budget shortfalls and to discourage tobacco product usage. We anticipate this trend to persist as legislators seek alternative revenue sources and ways to discourage nicotine, tobacco, and Farm Bill compliant hemp derived CBD consumption.

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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 819 employees as of April 30, ~~2023,~~2024 or as at the date of this Annual Report. As of the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 1510 to 2015 employees during fiscal ~~2024~~2025. We may also engage independent contractors as required to assist us in developing our business.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

8 Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

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 $~~5.000~~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,~~500~~000 payable in cash. We may extend our lease on a month-to-month basis following the expiration of the initial term.

The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending ~~March~~December 31, 2024, at a cost of $34,~~600~~500 per month.

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.

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

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

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 August 2913, ~~2023~~2024, we had 134 shareholders of record of our common stock with 4457,~~223~~633,~~860~~014 shares of common stock issued and 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 March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

108 Table of Contents

The following table provides information regarding our equity compensation plans as of April 30, 2023:

Equity Compensation Plan Information
		Number of
		securities to	Weighted-
		be issued	average	Number of 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				1,867,122 common
	-		N/A	shares

Equity Compensation Plan Information

(1) On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in $53,893 expenses and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares.

Plan category

Number of

securities to

be issued

upon exercise

of outstanding

options,

warrants and

rights

Weighted-

average

exercise price

of outstanding

options,

warrants and

rights

Number of securities

remaining available

for future issuance

under equity

compensation plans

Equity compensation plans approved by security holders

1,867,122 common

N/A

Recent Sales of Unregistered Securities

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

~~During~~Year ~~the year~~ ended April 30, ~~2023, the Company issued 1,670,701 shares of common stock to consultants and employees at $630,734 for services.~~2024

During the year ended April 30, ~~2023~~2024, the Company issued 12,~~962~~310,~~865~~237 shares of common stock tofor ~~executives~~the atconversion of convertible note principal of $~~816~~225,~~263 for~~000 ~~services~~and repayment of promissory notes of $31,050. (Note 8)

During the year ended April 30, ~~2023~~2024, the Company issued ~~450~~400,000 shares of common stock ~~at $63,450~~ for ~~term~~the ~~extension~~conversion of ~~promissory~~7,500 ~~notes~~founders ~~for~~series ~~three~~A ~~additional~~non-voting ~~months~~redeemable preferred Stock of $57,751.

During the year ended April 30, ~~2023~~2024, the Company issued ~~505~~ 1,320,000 shares of common stock for ~~prepaid~~term ~~expenses~~extension atof ~~$200,700~~promissory ~~to consultants for services~~notes.

During the year ended April 30, ~~2023~~2024, the Company issued 81 1,~~975~~ 194,800 shares of common stock toas ~~landlord~~loan atinducements ~~$32,591~~ for ~~lease~~promissory ~~payment on office premise~~notes.

During the year ended April 30, ~~2023~~2024, the Company issued 16 210,~~500~~865 shares of common stock for ~~cash~~office ~~proceed of $24,757~~lease.

During the year ended April 30, ~~2023~~2024, the Company issued ~~280~~5,~~000~~632,968 shares of common stock ~~through~~to ~~the~~senior ~~exercise~~management ofand ~~warrant~~executives ~~shares~~at ~~from the convertible note of~~ $~~280~~761,~~000~~950 ~~issued on June 16, 2021,~~ for ~~proceeds of $42,000 at $0~~services.~~15 per share.~~

During the year ended April 30, ~~2023~~2024, the Company issued ~~400~~6,~~000~~994,844 shares of common stock ~~for~~to ~~the~~non-affiliated ~~acquisition~~consultants ~~of $76,000 in property and equipment from an unaffiliated firm~~ at $~~0.19~~865,654 ~~per~~for ~~share~~services.

During the year ended April 30, 2023, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000.

During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share.

During the year ended April 30, 2023, the Company issued 2,975,000 shares at total value of $468,894 to noteholders as inducement for promissory notes.

During the year ended April 30, 2023, in pursuant of their resignation agreement, the COO and President of the Company returned 1,369,333 shares and 750,000 shares of common stock to the Company, respectively. The returned shares were immediately cancelled.

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

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

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

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

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

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

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the year ended April 30, ~~2023,~~2024 or subsequently through the date of this report.

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ITEM 6. RESERVED

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 years ended April 30, ~~2023~~2024 and ~~2022~~2023, which are included herein.

WeYear ~~had~~Ended ~~revenues of $653,516 for the year ended~~ April 30, ~~2023,~~2024 ~~and~~Compared ~~$1,162,822~~to ~~revenues~~Year ~~from~~Ended ~~our operations during the year ended~~ April 30, ~~2022.~~2023

11 Table of Contents

	Year Ended
	April 30,
	2024			2023			Changes			%

Revenues	$	4,356,303		$	653,516		$	3,702,787			567	%
Cost of revenue		(3,521,158	)		(467,504	)		(3,053,654	)		653	%
Gross Profit		835,145			186,012			649,113			349	%
Operating Expenses		(4,828,673	)		(3,800,241	)		(1,028,432	)		27	%
Loss from Operations		(3,993,528	)		(3,614,229	)		(379,299	)		10	%
Other Expenses		(944,406	)		(421,284	)		(523,122	)		124	%
Net Loss	$	(4,937,934	)	$	(4,035,513	)	$	(902,421	)		22	%

~~Year~~Our ~~Ended~~audited financial statements report a net loss of $4,937,934 for the year ending April 30, ~~2023~~2024, ~~Compared~~compared to ~~Year~~a ~~Ended~~net loss of $4,035,513 for the year ending April 30, ~~2022~~2023. The increase in net loss during the year ended April 30, 2024 was due to an increase in the operating expenses and interest expenses related to promissory notes.

	Year Ended
	April 30,
	2023			2022			Changes			%
Revenues	$	653,516		$	1,162,822		$	(509,306	)	(44%)
Cost of revenue		(467,504	)		(1,143,947	)		676,443		(59%)
Gross Profit		186,012			18,875			167,137			885	%
Operating Expenses		(3,800,241	)		(29,279,447	)		25,479,206		(87%)
Loss from Operations		(3,614,229	)		(29,260,572	)		25,646,343		(88%)
Other Expenses		(421,284	)		(329,884	)		(91,400	)		28	%
Net Loss	$	(4,035,513	)	$	(29,590,456	)	$	25,554,943		(86%)

During the years ended April 30, 2024 and 2023, the Company recognized revenue of $4,356,303 and $653,516 and incurred cost of revenue of $3,521,158 and $467,504, generating gross profit of $835,145 and $186,012, respectively.

Our ~~audited~~operating ~~financial~~expenses ~~statements~~for ~~report~~the ayear ~~net~~ended ~~loss~~April of30, 2024 were $4,~~035~~828,~~513~~673 compared to $3,800,241 for the year ~~ending~~ended April 30, 2023. The operating expenses for the year ended April 30, ~~compared~~2024 toconsisted aof ~~net~~general ~~loss~~and administrative expenses of $291,~~590~~589,~~456~~393, professional fees of $2,055,314, professional fees – related parties of $784,973 and management fees and salaries – related parties of $393,993. The operating expenses for the year ~~ending~~ended April 30, ~~2022~~2023 consisted of general and administrative expenses of $590,088, professional fees of $1,784,260, professional fees – related parties of $843,226 and management fees and salaries – related parties of $582,667. The ~~decrease~~increase in ~~net~~operating ~~loss~~expenses during the year ended April 30, ~~2023~~2024 was due to athe ~~decrease~~increase in ~~the~~salaries ~~operating~~and ~~expenses~~wages, ~~which~~consulting ~~was~~fees, ~~primarily~~rent, ~~attributable~~insurance toand antravel ~~approximately~~expense ~~$26~~to ~~million~~support ~~decrease~~the inincreasing ~~stock-based~~business ~~compensation during fiscal 2023 as compared to 2022~~activities.

~~During~~Our other expense for the ~~years~~year ended April 30, 2024 was $944,406 compared to $421,284 for the year ended April 30, 2023. ~~and~~The ~~2022~~increase in other expense was due to the increase in interest expense. During the year ended April 30, 2024, the Company ~~recognized~~incurred ~~revenue~~interest expense from loans of $~~653~~486,~~516~~471, interest expense from finance leases of $15,982 and debt discount amortization of $1450,~~162~~753. During the year ended April 30,~~822~~ ~~and~~2023, the Company incurred ~~cost~~interest ofexpense ~~revenue~~from loans of $~~467~~93,~~504~~507, interest expense from finance lease of $855 and debt discount amortization of $1326,~~143~~922. During the year ended April 30,~~947~~ 2024, ~~generating~~the ~~gross~~Company ~~profit~~recorded other income of $~~186~~8,~~012~~800 ~~and~~generated through the settlement of assets purchase with issuance of common stock from the difference between Company’s stock price at December 13, 2022 of $180.19 and stock price at April 30,~~875,~~ ~~respectively~~2023 of $0.168.

~~Our~~10 ~~operating~~Table ~~expenses for the year ended April 30, 2023 were $3,800,241 compared to $29,279,447 for the year ended April 30, 2022. The operating expenses consist~~ of general and administrative expenses of $590,088, professional fees of $1,784,260, professional fees – related parties of $843,226 and management fees and salaries – related parties of $582,667. The operating expenses for the year ended April 30, 2022 consisted of general and administrative expenses of $333,961, professional fees of $7,670,331, professional fees – related parties of $21,003.523 and management fees and salaries – related parties of $271,632. The decrease in operating expenses during the year ended April 30, 2023 was due to the decrease in stock based compensation incurred. During the year ended April 30, 2023, we incurred stock based compensation of $2,139,257 as compared to $27,848,384 during the year ended April 30, 2022. Contents

Liquidity and Financial Condition ~~Working Capital~~

	April 30,			April 30,
	2023			2022
Current Assets	$	325,458		$	449,614
Current Liabilities	$	2,389,691		$	1,146,362
Working Capital (Deficiency)	$	(2,064,233	)	$	(696,748	)

Working Capital

Our total current assets as of April 30, 2023 were $325,458 as compared to total current assets of $449,614 as of April 30, 2022, due to a decrease in prepaid expense primarily offset with increases to accounts receivable and inventory.

	April 30,			April 30,
	2024			2023

Current Assets	$	564,499		$	325,458
Current Liabilities	$	4,309,483		$	2,389,691
Working Capital (Deficiency)	$	(3,744,984	)	$	(2,065,233	)

Our total current ~~liabilities~~assets as of April 30, ~~2023~~2024 were $2564,~~389,691~~499 as compared to total current ~~liabilities~~assets of $1325,~~146,362~~458 as of April 30, ~~2022.~~2023, ~~The increase was primarily~~ due to an increase ~~in promissory notes~~inventory, ~~accrued~~accounts ~~interest~~receivable and ~~accounts payable~~cash.

12Our ~~Table~~total current liabilities as of ~~Contents~~April 30, 2024 were $4,309,483 as compared to total current liabilities of $2,389,691 as of April 30, 2023. The increase was primarily due to an increase in accounts payable and accrued liabilities, promissory note payable, stock payable and accrued interest.

Our working capital deficit on April 30, ~~2023~~2024 was $23,~~064~~744,~~233~~984 as compared to working capital deficit of $~~696~~2,~~748~~065,233 as of April 30, ~~2022~~2023. The increase in working capital deficiency was attributed to an increase in ~~promissory~~accounts ~~notes,~~payable and accrued ~~interest~~liabilities, ~~and~~promissory ~~accounts~~note payable, ~~and~~stock apayable ~~decrease~~and inaccrued ~~prepaid expenses~~interest.

Cash Flows

	Year Ended			Year Ended
	April 30,			April 30,
	2023			2022
	2024			2023
Cash Flows used in Operating Activities	$	(1,~~338~~381,~~214~~751	)	$	(~~414~~1,~~623~~338,214	)
Cash Flows used in Investing Activities		(2659,~~553~~503	)		(2126,~~310~~553	)
Cash Flows provided by Financing Activities		1,~~417~~455,~~386~~173			~~426~~1,~~403~~417,386
Net increase (decrease) in cash during period	$	5213,~~619~~919		$	(952,~~530~~619	)

Operating Activities

Net cash used in operating activities was $1,~~338~~381,~~214~~751 for the year ended April 30, ~~2023,~~2024 compared with net cash used in operating activities of $~~414~~1,~~623~~338,214 during the prior year.

During the year ended April 30, ~~2023~~2024, the net cash used in operating activities was attributed to net loss of $4,~~035~~937,~~513~~934, decreased by stock-based compensation of $2953,~~139~~469,~~257~~ stock based compensation – related parties of $784,973, stock issued for promissory note extension of $6331.975,~~450,~~ lease expense settled by common stock $3228,~~591~~691, non-cash interest expense for promissory note extension $233,172, non-cash interest expense for promissory notes of $13,493 depreciation of furniture and equipment of $729,~~212~~980, depreciation of right-of-use assets of $242,~~753~~010, amortization of intangible assets of $2328,~~263~~518, amortization of promissory note discount of $~~311~~450,~~441~~753, ~~amortization of convertible note discount of $15,480,~~ interest expense on finance lease of $~~855~~15,779 and net changes in operating assets and liabilities of $~~110~~952,~~997~~170.

~~During~~11 ~~the~~Table ~~year ended April 30, 2022, the net cash used in operating activities was attributed to net loss~~ of $29,590,456, decreased by stock-based compensation of $27,848,384, lease expense settled by common stock of $52,900, depreciation of furniture and equipment 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 $2,085.Contents

During the year ended April 30, 2023, the net cash used in operating activities was attributed to net loss of $4,035,513, decreased by stock-based compensation of $1,296,031, stock based compensation – related parties of $843,226, stock issued for promissory note extension of $63,450, lease expense settled by common stock $32,591, depreciation of furniture and equipment of $7,212, depreciation of right-of-use assets of $2,753, amortization of intangible assets of $23,263, amortization of promissory note discount of $311,441, amortization of convertible note discount of $15,480, interest expense on finance lease of $855 and net changes in operating assets and liabilities of $110,997.

Investing Activities

During the year ended April 30, ~~2023~~2024, we used $2659,~~553~~503 for purchase of ~~intangible~~property ~~assets~~and equipment. During the year ended April 30, ~~2022~~2023, we used $2126,~~310~~553 for ~~investing~~purchase ~~activities~~of ~~related~~intangible ~~to advances on loan receivable from a related party~~assets.

Financing Activities

During the year ended April 30, ~~2023~~2024, net cash from financing activities was $1,~~417~~455,~~386~~173 compared to $~~426~~1,~~403~~417,386 during the year ended April 30, ~~2022~~2023. During the year ended April 30, ~~2023~~2024, we ~~made~~ ~~repayments~~received ~~for~~proceeds ~~finance~~from ~~leases~~issuance of ~~$19,371~~ ~~and~~ promissory notes of $551,~~000~~178,500 and, ~~received~~ proceeds ~~from~~for issuance of ~~common~~Series ~~stock~~C ofpreferred ~~$24,757,~~shares ~~exercise~~ of ~~warrants of~~ $42615,000, ~~and~~offset ~~issuance~~by ofrepayments ~~promissory~~for ~~notes~~finance ofleases ~~$1,425,000. During the year ended April 30, 2022, the Company received proceeds from the issuance~~ of ~~preferred stock of $18, common stock of~~ $2951,~~385,~~447 and ~~convertible~~repayment ~~notes~~ of promissory note $~~397~~286,~~000~~880.

13During ~~Table~~the year ended April 30, 2023, we received proceeds from issuance of ~~Contents~~common stock of $24,757, proceeds from exercise of warrants of $42,000 and proceed from issuance of promissory notes of $1,425,000, offset by repayments for finance leases of $19,371 and repayment of promissory notes of $55,000.

Cash Requirements

As of April 30, ~~2023~~2024, we had cash ~~and cash equivalents~~ of $5569,~~496~~415, accounts receivable of $4357,~~614~~792, prepaid expenses of $6935,~~351~~410 and inventory of $~~156~~402,~~997~~152. During the year ended April 30, ~~2023~~2024, we received proceeds from issuance of promissory notes of $1,~~425.~~178,00 and Series C preferred shares of $615,000. During the year ended April 30, ~~2023~~2024, the Company recognized revenue of $~~653~~4,~~516~~356,303, incurred cost of revenue of $~~467~~3,~~504~~521,158 and generated gross profit of $~~186~~835,~~012~~145. During the year ended April 30, ~~2022~~2023, the Company recognized revenue of $1653,~~162~~516,~~822,~~ incurred cost of revenue of $1467,~~143,947~~504 and generated gross profit of $18186,~~875~~012.

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	$	~~170~~200,000
General & Administrative Expense	$	1,800,000
Marketing Expenses	$	~~540~~600,000
Initial Personnel	$	~~150~~100,000
GPO Distro	$	500,000
GPO Supplies - Inventory	$	70150,000
Unallocated Working Capital/Contingency	$	100,000
Total Expenses	$	23,~~330~~450,000

~~We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $2,330,000 over the next~~ 12 ~~months~~Table 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.Contents

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $3,450,000 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.

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

Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

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

14 Table of Contents

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, ~~2023~~2024, 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:

	•	The invoice has been generated and provided to the customer.
	•	The performance obligations for delivery of products are stated in the invoice.
	•	The transaction price has been identified in the invoice.
	•	The Company has allocated the transaction price to performance obligation in the invoice.
	•	The Company has shipped out the product and, therefore, satisfied the performance obligation.

1513 Table of Contents

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

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

1614 Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of GPO Plus, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of GPO Plus, Inc. (the Company) as of April 30, 2024, and the related statement of operations, stockholders’ deficit, and cash flows for the year 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, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Company as of April 30, 2023, were audited by other auditors whose report dated August 30, 2023, expressed an unqualified opinion on those statements.

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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit, 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 audit 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 audit provide a reasonable basis for our opinion.

Green Growth CPAs

August 19, 2024

We have served as the Company’s auditor since 2024.

Los Angeles, California

PCAOB ID Number 6580

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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~~sheet of GPO Plus, Inc. (the Company) as of April 30, 2023 ~~and 2022~~, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the ~~years~~year 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, 2023 ~~and 2022~~, and the results of its operations and its cash flows for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

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~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit 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~~audit, 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~~audit 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~~audit ~~provide~~provides 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

August 30, 2023

(Pinnacle PCAOB ID: 6117)

~~17 Table of Contents~~16

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GPO PLUS, INC.

~~AUDITED~~ BALANCE SHEETS

	April 30,			April 30,
	2023			2022
	2024			2023
ASSETS
Current Assets:
Cash	$	5569,~~496~~415		$	255,~~877~~496
Accounts receivable		4357,~~614~~792			143,~~104~~614
Prepaid expenses		6935,~~351~~140			~~445~~69,~~633~~351
Inventory		156,997			-
Inventory, net		402,152			156,997
Total Current Assets		~~325~~564,~~458~~499			~~449~~325,~~614~~458
Finance lease right-of-use assets, net		~~129~~209,~~367~~317			-129,367
Property and equipment, net		72102,~~886~~409			472,~~098~~886
Intangible assets, net		6233,~~290~~772			-62,290
TOTAL ASSETS	$	~~590~~909,~~001~~997		$	~~453~~590,~~712~~001
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		~~517~~1,~~037~~557,548			~~519~~517,~~606~~037
Accrued interest		~~119~~276,~~488~~190			31119,~~304~~488
Accrued liabilities - related parties		~~253~~233,~~235~~200			~~177~~253,~~932~~235
Convertible note payable, net of debt discount of $0 and $15,480, respectively		263,000			417,520
Convertible note payable, net of debt discount of $0		38,000			263,000
Promissory note payable, net of debt discount of $293,952 and $0, respectively		1,211,548			-
Promissory note payable, net of debt discount of $49,977 and $293,952, respectively		1,969,893			1,211,548
Finance lease liabilities		2543,~~383~~710			-25,383
Total Current Liabilities		2,389,691			1,146,362
Stock payable - related parties		23,239			-
Finance lease liabilities		88,221			-
Stock payable		167,703			-
Total Liabilities		2,477,912			1,146,362
Total Current Liabilities		4,309,483			2,389,691
Finance lease liabilities - non-current		146,186			88,221
Total Liabilities		4,455,669			2,477,912
Commitments and Contingencies (Note 11)		-			-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 28,750 shares issued and outstanding		224,905			224,905
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 and 28,750 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		167,154			224,905
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 104.5 shares and 0 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		-			-
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding		12			12
Common stock, $0.0001 par value, 90,000,000 shares authorized; 39,454,300 and 31,361,572 shares issued and outstanding at April 30, 2023 and April 30, 2022, respectively		3,947			3,136
Common stock, $0.0001 par value, 90,000,000 shares authorized; 57,518,014 and 39,454,300 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		5,752			3,947
Additional paid in capital		3033,~~635~~971,~~238~~357			2730,~~795~~635,~~797~~238
Accumulated deficit		(3439,~~502~~440,~~113~~047	)		(3034,~~466~~502,~~600~~113	)
Total Stockholders' Deficit		(35,~~862~~462,~~816~~826	)		(23,~~667~~862,~~555~~816	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~590~~909,~~001~~997		$	~~453~~590,~~712~~001

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

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GPO PLUS, INC.

STATEMENTS OF OPERATIONS

	Year Ended
	April 30,
	2024			2023

Revenues	$	4,356,303		$	653,516
Cost of revenue		3,521,158			467,504
Gross Profit		835,145			186,012

Operating Expenses
General and administrative		1,589,393			590,088
Professional fees		2,055,314			1,784,260
Professional fees - related parties		784,973			843,226
Management fees and salaries - related parties		398,993			582,667
Total Operating Expenses		4,828,673			3,800,241

Loss from operations		(3,993,528	)		(3,614,229	)

Other Income (Expense)
Other income		8,800			-
Interest expense		(953,206	)		(421,284	)
Total Other Income (Expense)		(944,406	)		(421,284	)

Net Loss	$	(4,937,934	)	$	(4,035,513	)

Net Loss Per Common Share: Basic and Diluted	$	(0.11	)	$	(0.12	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		43,233,489			33,753,527

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

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GPO PLUS, INC.

AUDITED STATEMENTS OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ DEFICIT

	Year Ended
	April 30,
	2023			2022
Revenues	$	653,516		$	1,162,822
Cost of revenue		467,504			1,143,947
Gross Profit		186,012			18,875
Operating Expenses
General and administrative		590,088			333,961
Professional fees		1,784,260			7,670,331
Professional fees - related parties		843,226			21,003,523
Management fees and salaries - related parties		582,667			271,632
Total Operating Expenses		3,800,241			29,279,447
Loss from operations		(3,614,229	)		(29,260,572	)
Other Expense
Interest expense		(421,284	)		(329,884	)
Total Other Expense		(421,284	)		(329,884	)
Net Loss	$	(4,035,513	)	$	(29,590,456	)
Net Loss Per Common Share: Basic and Diluted	$	(0.12	)	$	(1.35	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		33,753,527			21,961,279

FOR THE YEARS ENDED APRIL 30, 2024 AND 2023

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

Balance, April 30, 2022		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		31,361,572		$	3,136		$	27,795,799		$	(30,466,600	)	$	(2,667,555	)
Stock based compensation		-			-			-		-		-		-		-		-		-		-		1,937,140			194			678,503			-			678,697
Stock based compensation - related party		-			-			-		-		-		-		-		-		-		-		2,129,304			213			843,013			-			843,226
Issuance of common stock for promissory note extension		-			-			-		-		-		-		-		-		-		-		450,000			45			63,405			-			63,450
Issuance of common stock for prepaid expense		-			-			-		-		-		-		-		-		-		-		505,000			51			200,649			-			200,700
Issuance of common stock for lease		-			-			-		-		-		-		-		-		-		-		105,785			11			32,580			-			32,591
Issuance of common stock for cash		-			-			-		-		-		-		-		-		-		-		16,500			2			24,755			-			24,757
Issuance of common stock for exercise of warrants		-			-			-		-		-		-		-		-		-		-		280,000			28			41,972			-			42,000
Issuance of common stock for furniture and equipment		-			-			-		-		-		-		-		-		-		-		400,000			40			75,960			-			76,000
Issuance of common stock for intangible assets		-			-			-		-		-		-		-		-		-		-		200,000			20			58,980			-			59,000
Issuance of common stock for note conversion		-			-			-		-		-		-		-		-		-		-		1,133,332			113			169,887			-			170,000
Issuance of common stock for note inducement		-			-			-		-		-		-		-		-		-		-		2,975,000			297			468,596			-			468,893
Issuance of common stock for salary payable - related party		-			-			-		-		-		-		-		-		-		-		80,000			8			35,192			-			35,200
Cancellation of common stock - related parties		-			-			-		-		-		-		-		-		-		-		(2,119,333	)		(212	)		212			-			-
Forgiveness of related party loan		-			-			-		-		-		-		-		-		-		-		-			-			145,737			-			145,737
Net loss		-			-			-		-		-		-		-		-		-		-		-			-			-			(4,035,513	)		(4,035,513	)
Balance, April 30, 2023		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		39,454,300		$	3,947		$	30,635,238		$	(34,502,113	)	$	(3,862,816	)

Issuance of common stock for conversion of debts		-			-			-		-		-		-		-		-		-		-		2,310,237			231			255,819			-			256,050
Issuance of common stock for conversion of Founders Series A Non-Voting Redeemable Preferred Stock		(7,500	)		(57,751	)		-		-		-		-		-		-		-		-		400,000			40			57,711			-			57,751
Issuance of Series C Preferred Shares for cash		-			-			-		-		-		-		62		-		-		-		-			-			615,000			-			615,000
Issuance of common stock for loan extension		-			-			-		-		-		-		-		-		-		-		1,320,000			132			233,040			-			233,172
Issuance of common stock for loan inducement		-			-			-		-		-		-		-		-		-		-		1,194,800			119			106,438			-			106,557
Issuance of common stock for office lease		-			-			-		-		-		-		-		-		-		-		210,865			21			28,669			-			28,690
Issuance of common stock to related parties for services		-			-			-		-		-		-		-		-		-		-		5,632,968			563			761,387			-			761,950
Issuance of common stock for services		-			-			-		-		-		-		-		-		-		-		6,994,844			699			864,955			-			865,654
Adjustment for issuance of common stock for settlement of payable for assets acquisition		-			-			-		-		-		-		-		-		-		-		-			-			(8,800	)		-			(8,800	)
Adjustment on valuation of common stock issued		-			-			-		-		-		-		-		-		-		-		-			-			(216	)		-			(216	)
Issuance of Series C Preferred Shares for repayment of promissory notes		-			-			-		-		-		-		43		-		-		-		-			-			422,116			-			422,116
Net loss		-			-			-		-		-		-		-		-		-		-		-			-			-			(4,937,934	)		(4,937,934	)
Balance, April 30, 2024		21,250		$	167,154			175,000	$	1,750,000		1,000,000	$	100		105	$	-		115,000	$	12		57,518,014		$	5,752		$	33,971,357		$	(39,440,047	)	$	(5,462,826	)

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

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GPO PLUS, INC.

~~AUDITED~~ STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ DEFICIT~~FLOWS

FOR THE YEARS ENDED APRIL 30, 2023 AND 2022

	Year Ended
	April 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,937,934	)	$	(4,035,513	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		953,469			1,296,031
Stock based compensation for services - related parties		784,973			843,226
Stock issued for promissory note extension		31,975			63,450
Lease expense settled by common stock		28,690			32,591
Other income from issuance of common stock for assets acquisition		(8,800	)		-
Non-cash interest expense for promissory note extension		233,172			-
Non-cash interest expense for promissory note		13,493			-
Depreciation of furniture and equipment		29,980			7,212
Depreciation of right-of-use-assets		42,010			2,753
Amortization of intangible assets		28,518			23,263
Amortization of promissory note discount		450,753			311,441
Amortization of convertible note discount		-			15,480
Interest expense on finance lease		15,779			855
Changes in operating assets and liabilities:
Accounts receivable		(14,178	)		(42,510	)
Prepaid expenses		(2,789	)		(40,352	)
Inventory		(245,155	)		(156,997	)
Accounts payable and accrued liabilities		1,040,509			142,169
Accrued interest		193,818			88,184
Accrued liabilities - related parties		(20,035	)		110,503
Net cash used in Operating Activities		(1,381,751	)		(1,338,214	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		-			(26,553	)
Purchase of property and equipment		(59,503	)		-
Net cash used in Investing Activities		(59,503	)		(26,553	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(51,447	)		(19,371	)
Proceeds from issuance of common stock		-			24,757
Proceeds from exercise of warrants		-			42,000
Proceeds from issuance of promissory notes		1,178,500			1,425,000
Repayment of promissory notes		(286,880	)		(55,000	)
Proceeds from issuance of series C preferred shares		615,000			-
Net cash provided by Financing Activities		1,455,173			1,417,386

Net change in cash for period		13,919			52,619
Cash at beginning of period		55,496			2,877
Cash at end of period	$	69,415		$	55,496

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	13,289		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Forgiveness of related party loan	$	-		$	145,737
Recognition of finance lease right-of-use assets	$	121,960		$	132,120
Stock payable for note inducement	$	40,220		$	-
Issuance of common stock for intangible assets	$	-		$	59,000
Issuance of common stock for note inducement	$	106,557		$	468,894
Issuance of common stock for salary payable - related party	$	-		$	35,200
Issuance of common stock for conversion of debts	$	256,050		$	170,000
Issuance of common stock for conversion of Founders Series A	$	57,751		$	-
Issuance of common stock for lease	$	-		$	-
Issuance of common stock for furniture and equipment	$	-		$	76,000
Issuance of common stock for prepaid expense	$	-		$	200,700
Cancellation of common stock by related party	$	-		$	212
Issuance of Series C Preferred Shares for repayment of promissory notes	$	422,116		$	-

									Stockholders' Deficit
	Founders Series A Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Founders Class A Common stock				Common stock						Additional Paid In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance, April 30, 2021		28,750	$	224,905		-	$	-		1,000,000	$	100		115,000	$	12		9,666,674		$	967		$	450,918	$	(876,144	)	$	(424,147	)
Issuance of preferred stock for cash		-		-		175,000		1,750,000		-		-		-		-		-			-			-		-			-
Stock based compensation		-		-		-		-		-		-		-		-		5,343,957			534			7,283,993		-			7,284,527
Stock based compensation - related party		-		-		-		-		-		-		-		-		15,104,336			1,510			19,252,451		-			19,253,961
Issuance of common stock for prepaid expense		-		-		-		-		-		-		-		-		1,160,938			116			447,484		-			447,600
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	)
Stock based compensation		-		-		-		-		-		-		-		-		1,937,140			194			678,503		-			678,697
Stock based compensation - related party		-		-		-		-		-		-		-		-		2,129,304			213			843,013		-			843,226
Issuance of common stock for promissory note extension		-		-		-		-		-		-		-		-		450,000			45			63,405		-			63,450
Issuance of common stock for prepaid expense		-		-		-		-		-		-		-		-		505,000			51			200,649		-			200,700
Issuance of common stock for lease		-		-		-		-		-		-		-		-		105,785			11			32,580		-			32,591
Issuance of common stock for cash		-		-		-		-		-		-		-		-		16,500			2			24,755		-			24,757
Issuance of common stock for exercise of warrants		-		-		-		-		-		-		-		-		280,000			28			41,972		-			42,000
Issuance of common stock for furniture and equipment		-		-		-		-		-		-		-		-		400,000			40			75,960		-			76,000
Issuance of common stock for intangible assets		-		-		-		-		-		-		-		-		200,000			20			58,980		-			59,000
Issuance of common stock for note conversion		-		-		-		-		-		-		-		-		1,133,332			113			169,887		-			170,000
Issuance of common stock for note inducement		-		-		-		-		-		-		-		-		2,975,000			298			468,596		-			468,894
Issuance of common stock for salary payable - related party		-		-		-		-		-		-		-		-		80,000			8			35,192		-			35,200
Cancellation of common stock - related parties		-		-		-		-		-		-		-		-		(2,119,333	)		(212	)		212		-			-
Forgiveness of related party loan		-		-		-		-		-		-		-		-		-			-			145,737		-			145,737
Net loss		-		-		-		-		-		-		-		-		-			-			-		(4,035,513	)		(4,035,513	)
Balance, April 30, 2023		28,750	$	224,905		175,000	$	1,750,000		1,000,000	$	100		115,000	$	12		39,454,300		$	3,947		$	30,635,238	$	(34,502,113	)	$	(3,862,816	)

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,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,035,513	)	$	(29,590,456	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		1,296,031			6,844,861
Stock Issued for promissory note extension		63,450			-
Stock based compensation for services - related parties		843,226			21,003,523
Lease expense settled by common stock		32,591			52,900
Depreciation of furniture and equipment		7,212			1,143
Depreciation of right-of-use-assets		2,753			-
Amortization of intangible assets		23,263			-
Amortization of promissory note discount		311,441			-
Amortization of convertible note discount		15,480			298,580
Interest expense on finance lease		855			-
Bad debt expense		-			84,442
Share issuance cost		-			1,035
Changes in operating assets and liabilities:
Accounts receivable		(42,510	)		(58,984	)
Prepaid expenses		(40,352	)		(443,632	)
Inventory		(156,997	)		-
Accounts payable and accrued liabilities		142,169			313,465
Accrued interest		88,184			31,304
Accrued liabilities - related parties		110,503			177,932
Stock payable for lease		-			(18,000	)
Net cash used in Operating Activities		(1,338,214	)		(414,623	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		(26,553	)		-
Advances on loan receivable - related party		-			(21,310	)
Net cash used in Investing Activities		(26,553	)		(21,310	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(19,371	)		-
Proceeds from issuance of preferred stock for cash		-			18
Proceeds from issuance of common stock		24,757			29,385
Proceeds from exercise of warrants		42,000			-
Proceeds from issuance of promissory notes		1,425,000			-
Repayment of promissory note		(55,000	)		-
Proceeds from issuance of convertible notes		-			397,000
Net cash provided by Financing Activities		1,417,386			426,403
Net change in cash for period		52,619			(9,530	)
Cash at beginning of period		2,877			12,407
Cash at end of period	$	55,496		$	2,877
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Recognition of finance lease right-of-use assets	$	132,120		$	-
Forgiveness of related party loan	$	145,737		$	-
Warrants issued in conjunction with the issuance of convertible note	$	-		$	263,060
Issuance of common stock for intangible assets	$	59,000		$	-
Issuance of common stock for note inducement	$	468,894		$	-
Issuance of common stock for salary payable - related party	$	35,200		$	-
Issuance of common stock for note conversion	$	170,000		$	15,000
Issuance of common stock for furniture and equipment	$	76,000		$	-
Issuance of common stock for prepaid expense	$	200,700		$	447,600
Cancellation of common stock by related parties	$	212		$	-

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

YEAR ENDED APRIL 30, ~~2023~~2024 AND ~~2022~~2023

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

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

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

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

Effective May 5, 2020, Brett H. Pojunis acquired 5,000,000 (post-split) of the issued and outstanding common shares of the Company from Jian Han Chen. As a result of the transaction, Mr. Pojunis had voting and dispositive control over 53.67% of our outstanding voting securities. Mr. Pojunis’s ownership has since been diluted to 20%, and Mr. Chen no longer holds any equity interest in the Company.

OnGPOX ~~June~~is 7,pioneering ~~2022,~~ the ~~Company~~future ~~entered~~of ~~into~~distribution ato ~~Master~~convenience ~~Distribution~~stores ~~Agreement~~and gas stations with ~~DEV~~our ~~Distribution~~groundbreaking ~~LLC,~~DSD ~~which~~distribution ~~appoints~~model. ~~GPOX~~Our astechnology-driven adistribution ~~master~~network ~~distributor~~is ~~for~~strategically ~~the~~designed ~~best-efforts~~to ~~sale~~optimize ofeffectiveness ~~Branded~~and ~~Products,~~maximize ~~Bulk~~reach ~~Products~~through a network of Regional Hubs and ~~White~~Mini ~~Label~~Hubs. ~~Products~~This ~~within~~innovative structure enhances our efficiency and service quality, setting a ~~specific~~new ~~Territory~~benchmark for excellence in the distribution industry.

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, ~~2023,~~2024 have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of ~~revenues~~revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $3439,~~502~~440,~~113~~047. 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.

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Use of Estimates

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

Reclassifications

Cash and Cash Equivalents

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

As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, the Company had cash of $5569,~~496~~415 and $255,~~877~~496, respectively.

Accounts Receivable

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

As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, the Company had accounts receivable of $4357,~~614~~792 and $143,~~104~~614, respectively.

As of April 30, 2024, the Company has two customers concentrated over 10% of the accounts receivable at 90%. and 11%, respectively.

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

As of April 30, 2022, the Company has three customers concentrated over 10% of the accounts receivable at 46%, 30% and 21%, respectively.

Prepaid Expense

Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year. As of April 30, 2023 and 2022, prepaid expense was $69,351and $445,633, respectively. As of April 30, 2023 and 2022, $67,351 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise. As of April 30, 2022, $443,633 was a prepayment for common shares issued to consultants and $2,000 is related to a security deposit for office premise.

	April 30,		April 30,
	2023		2022
	2024		2023
Security Deposit	$	2,000	$	2,000
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for shares issued to consultants		67,351		443,633
Prepayment for services to consultants		33,140		-
Total	$	69,351	$	445,633
Prepayment for shares issued to consultants		-		67,351
Total	$	35,140	$	69,351

Inventory

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

NoAs ~~reserves~~of ~~are~~April ~~considered~~30, ~~necessary~~2024, ~~for slow moving or obsolete inventory as inventory on hand at year-end was purchased near~~ the ~~end of the year. The~~ Company ~~continuously~~recorded ~~evaluates~~inventory ~~the~~reserve ~~adequacy~~ of ~~these~~$31,387 ~~reserves~~for ~~and~~slow ~~makes~~moving ~~adjustments~~or toobsolete ~~these reserves as required~~inventory.

As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, the Company had finished goods inventory of $~~156~~433,~~997~~539 and $0156,997, respectively. ~~As of April 30, 2023, the company had $124,437 of Mr. Vapor inventory ad $32,560 of Nutriumph inventory (Note 4)~~

	April 30, 2024		April 30, 2023
Loon	$	348,540	$	-
Nutriumph		55,184		32,560
Distro		16,854		-
Vyve		9,488		-
Mr. Vapor		3,473		124,437
	$	433,539	$	156,997

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Intangible Assets

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

23ASC ~~Table~~350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of ~~Contents~~an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

~~ASC~~The ~~350~~cost ~~requires~~of ~~that~~intangible ~~goodwill~~assets ~~and other intangibles~~ with ~~indefinite~~determinable useful lives beis ~~tested~~amortized ~~for~~to ~~impairment~~reflect ~~annually or on an interim basis if events or circumstances indicate that~~ the ~~fair~~pattern ~~value~~ of aneconomic ~~asset~~benefits ~~has decreased below its carrying value. In addition~~consumed, ~~ASC~~either ~~350~~on ~~requires~~a ~~that~~straight-line ~~goodwill be tested for impairment at the reporting unit level (operating segment~~ or ~~one~~accelerated ~~level below an operating segment) on an annual~~ basis ~~and~~over ~~between annual tests when circumstances indicate that~~ the ~~recoverability~~estimated ofperiods ~~the carrying amount of goodwill may be in doubt~~benefited. ~~Application of the goodwill impairment test requires judgment~~Patents, ~~including the identification of reporting units~~technology, ~~assigning assets~~ and ~~liabilities~~other tointangibles ~~reporting~~with ~~units,~~contractual ~~assigning~~terms ~~goodwill~~are togenerally ~~reporting~~amortized ~~units,~~over ~~and~~their ~~determining~~respective ~~the~~legal ~~fair~~or ~~value.~~contractual ~~Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions~~lives. ~~Changes~~When incertain ~~these~~events ~~estimates and assumptions~~ or ~~the~~changes ~~occurrence of one or more confirming events~~ in ~~future~~operating ~~periods~~conditions ~~could~~occur, ~~cause~~an ~~the~~impairment ~~actual~~assessment ~~results~~is orperformed ~~outcomes to materially differ from such estimates~~ and ~~could~~lives ~~also affect the determination~~ of ~~fair~~intangible ~~value~~assets ~~and/or~~with ~~goodwill~~determinable ~~impairment~~lives atmay ~~future~~be ~~reporting dates~~adjusted. (Note 4)

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

Long-Lived Assets

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

Property, Plant and Equipment

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

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

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

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the ~~nine~~year ~~months~~ ended April 30, ~~2023,~~2024 and ~~2022~~2023, no impairment losses have been identified.

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Revenue Recognition

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

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

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

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

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

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

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

~~The~~GPOX ~~Company~~ is ~~comprised~~pioneering the future of ~~HealthGPO,~~distribution ato ~~Group~~convenience ~~Purchasing~~stores ~~Organization~~and ~~for~~gas ~~the~~stations ~~Healthcare~~with ~~industry,~~our ~~cbdGPO,~~groundbreaking aDSD ~~Group~~distribution ~~Purchasing~~model. ~~Organization~~Our ~~for~~technology-driven ~~the~~distribution ~~hemp~~network ~~industry,~~is ~~DISTRO+,~~strategically ~~our~~designed ~~distribution~~to ~~division~~optimize effectiveness and ~~GPO~~maximize ~~for~~reach ~~specialty~~through ~~retailers,~~a network of Regional Hubs and ~~Nutriumph®~~Mini ~~Supplements~~Hubs. InThis ~~addition~~innovative structure enhances our efficiency and service quality, ~~GPOPlus~~setting ~~offers~~a ~~professional~~new ~~services~~benchmark ~~through~~for ~~GPOPRO~~excellence ~~Services~~in the distribution industry.

During the ~~years~~year ended April 30, ~~2023~~2024 and ~~2022~~2023, the Company recognized $~~653~~4,~~000~~356,277 and $1653,~~157,119~~000 of revenues related to merchandise and product sales, and $~~516~~25 and $~~5,703~~516 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $~~653~~4,~~516~~356,303 and $1653,~~162~~516,~~822,~~ respectively. The Company incurred cost of revenue of $~~467~~3,~~504~~521,158 and $1467,~~143,947~~504 and generated gross profit of $~~186~~835,~~012~~145 and $18186,~~875~~012 during the ~~years~~year ended April 30, ~~2023~~2024 and ~~2022~~2023, respectively. In regard to the sales that occurred during the years ended April 30, ~~2023~~2024 and ~~2022~~2023, there are no unfulfilled obligations related to the merchandise and product sales.

24During ~~Table~~the year ended April 30, 2024, the Company has one customer who contributed over 10% of ~~Contents~~total sales at 95%.

During the year ended April 30, 2023, the Company has three customers who contributed over 10% of total sales at 54%, 31% and 10%, respectively.

During the year ended April 30, 2022, the Company has three customers contributed over 10% of total sales at 21%, 13% and 12%, respectively.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of April 30, 2024 and April 30, 2023, accounts payable and accrued liabilities were $1,557,548 and $517,037, comprised of trade payable of $1,491,332 and $514,337 and payroll liabilities of $66,216 and $2,700, respectively.

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Leases

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

	·	A transferal of ownership of an asset to the lessee at the end of the term of the initial lease
	·	The lessee is reasonably certain that they will exercise a purchase option at the end of the term of the lease
	·	The leased asset has no alternative use to the lessor at the end of the lease
	·	The lease term is a major part of the economic life (75%) of the underlying asset
	·	The present value of lease payments is substantially all of the fair value of the leased asset (90%)

Operating leases

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

Finance lease.

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

Segments

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

Financial Instruments

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

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Related Party Balances and Transactions

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

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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 US GAAP.

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

Share-Based Compensation

During the ~~years~~year ended April 30, ~~2023~~2024 and ~~2022~~2023, the Company recorded $21,~~202~~738,~~707~~442 stock-based compensation expense and $272,~~848~~202,~~384~~707 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $~~617~~27,~~327~~000 and $3617,~~968~~327, 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
	Year ended
	April 30,
	2023		2022
	2024		2023
Common stock award to consultants	$	1953,~~359,481~~469	$	61,~~844~~359,~~861~~481
Common stock award to management and executives - related parties		~~843~~784,~~226~~973		21843,~~003,523~~226
	$	21,~~202~~738,~~707~~442	$	272,~~848~~202,~~384~~707

Basic and Diluted Loss per Share

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

For the year ended April 30, ~~2023~~2024 and ~~2022~~2023, Series A preferred stock, convertible notes, warrants and common stock payable were potentially dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

	April 30,		April 30,
	2023		2022
	2024		2023
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		~~263~~38,000		~~433~~263,000
Warrants		168,000		~~448~~168,000
		1,431,000		1,881,000
Common Stock Payable		1,691,213		-
		2,897,213		1,431,000

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding at April 30, 2023 and 2022, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

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AsThe ofCompany ~~April~~had 301,000,000 ~~2023~~shares ~~and~~of ~~2022,~~Series ~~convertible~~A ~~shares~~Preferred ~~from~~Stock ~~the~~issued ~~Company’s~~and ~~non-affiliate convertible~~outstanding ~~notes~~on ~~were~~April ~~263~~30,~~000~~ ~~shares~~2024 and ~~433~~2023,~~000~~ that are convertible into shares, ~~respectively~~of common stock at a one-for-one rate. (Note 86)

As of April 30, ~~2023~~2024 and ~~2022~~2023, ~~the~~convertible ~~outstanding~~shares ~~warrants~~from ~~issued~~the inCompany’s ~~connection with these~~ non-affiliate convertible notes were ~~168~~38,000 shares and ~~448~~263,000 shares, respectively. (Note 68)

As of April 30, 2024 and 2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

As of April 30, 2024 and 2023, the Company had stock payable of $190,942 and $0 for outstanding 1,691,213 shares and 0 shares of common stock, respectively. (Note 6)

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

	Year Ended
	April 30,
	2023			2022
	2024			2023
Net loss per share, basic diluted	$	(0.1211	)	$	(10.3512	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(3542.0994	)	$	(~~257~~35.3109	)
Ordinary Common stock	$	(0.1211	)	$	(10.3512	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		3343,~~638~~118,~~527~~489			2133,~~846~~638,~~279~~527
Total weighted average shares outstanding		3343,~~753~~233,~~527~~489			2133,~~961~~753,~~279~~527

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 12).

New Accounting Pronouncements

InThe ~~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~~Company’s ~~Own~~management ~~Equity.”~~has ~~The~~considered ~~standard~~all ~~reduced~~recent ~~the number of~~ accounting ~~models~~pronouncements ~~for~~issued ~~convertible debt instruments~~ and ~~convertible~~believes ~~preferred stock. Convertible instruments~~ that ~~continue~~these torecent bepronouncements ~~subject~~will ~~to separation models are (1) those with embedded conversion features that are~~ not ~~clearly~~have ~~and closely related to the host contract, that meet the definition of~~ a ~~derivative,~~material ~~and~~effect 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, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company chose to early adopt this standard on ~~May 1, 2021, financial statements and did not record BCF on~~ the ~~issuance of convertible notes with conversion rate below the~~ Company’s ~~market~~financial ~~stock price on the date of note issuance~~statements.

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

NOTE 4 – ASSETS PURCHASE

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

The inventory acquired is Nutriumph Products for resale purposes. These inventory items have been sold during the year ended April 30, 2023.

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The ~~inventory~~intangible ~~acquired~~assets ~~are~~comprised ~~Nutriumph~~of proprietary ~~Products~~formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $28,518 and $23,263 for ~~resale~~the ~~purpose~~year ended April 30, 2024 and 2023, recorded as general and administrative expenses. As of April 30, 2024 and April 30, 2023, ~~these~~the ~~inventory~~intangible ~~items have~~assets ~~been~~were ~~sold~~$33,772 and $62,290, net of accumulated amortization of $51,781 and $23,263. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:

The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company recognized amortization expense of $23,263 for the nine months ended April 30, 2023, recorded as general and administrative expense. As of April 30, 2023, the intangible asset was $62,290, net of accumulated amortization of $23,263. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:

	Amortization
Year Ended April 30,	Expense
2025	$	28,518
Thereafter		5,254
	$	33,772

	Amortization
Year Ended April 30,	Expense
2024	$	28,518
2025		28,518
Thereafter		5,254
	$	62,290

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, are summarized as follows:

Cost	Furniture and Equipment		Computer Equipment		~~Total~~Automobile		Total
April 30, 2022	$	5,719	$	-	$	5,719
April 30, 2023	$	72,504	$	9,215	$	-	$	81,719
Additions		~~66,785~~-		~~9,215~~-		7659,~~000~~503		59,503
April 30, 2023	$	72,504	$	9,215	$	81,719
April 30, 2024	$	72,504	$	9,215	$	59,503	$	141,222
Accumulated Depreciation	Furniture and Equipment		Computer Equipment		~~Total~~Automobile		Total
April 30, 2022	$	1,621	$	-	$	1,621
April 30, 2023	$	7,681	$	1,152	$	-	$	8,833
Additions		620,~~060~~809		14,~~152~~608		74,~~212~~563		29,980
April 30, 2023	$	7,681	$	1,152	$	8,833
April 30, 2024	$	28,490	$	5,760	$	4,563	$	38,813
Net book value	Furniture and Equipment		Computer Equipment		~~Total~~Automobile		Total
April 30, 2022	$	4,098	$	-	$	4,098
April 30, 2023	$	64,823	$	8,063	$	-	$	72,886
April 30, 2023	$	64,823	$	8,063	$	72,886
April 30, 2024	$	44,014	$	3,456	$	54,940	$	102,409

On April 30, 2023, the Company issued 400,000 shares of common stock at $0.19 per share based on the Company's stock price on December 13, 2022, the date of the asset purchase agreement, for total consideration of $76,000 to acquire furniture and warehouse equipment of $66,785 and computer equipment of $9,215. During the year ended April 30, 2024, the Company recorded other income of $8,800 generated through the settlement of assets purchase with issuance of common stock from the difference between Company’s stock price on December 13, 2022, of $0.19 and stock price at April 30, 2023, of $0.168.

AsDuring ofthe fiscal year ended April 30, ~~2023 and 2022~~2024, ~~Property~~the ~~and~~Company ~~Equipment was $72,886 and $4,098, respectively. Depreciation expense~~acquired oftwo ~~$7,212~~automobiles ~~and~~worth $159,~~143 was incurred during the years ended April 30, 2023 and 2022, respectively~~503.

As of April 30, 2024 and April 30, 2023, Property and Equipment were $102,409 and $72,886, respectively. Depreciation expenses of $29,980 and $7,212 were incurred during the year ended April 30, 2024 and 2023, respectively.

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NOTE 6 - CAPITAL STOCK

Share Capital

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

	·	90,000,000 shares of ordinary common stock
	·	10,000,000 shares of founders’ class A common stock
	·	50,000,000 shares of blank check common stock
	·	500,000 shares of founders’ series A non-voting redeemable preferred stock
	·	49,500,000 shares of blank check preferred stock

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

Equity Compensation Plans

On March 27, 2023, the board of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the ~~202~~2022 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

Equity Compensation Plan Information

Number of securities to

Plan category

Number of securities tobe issuedupon exerciseof outstandingoptions,warrants andrights

Weighted averageexercise priceof outstandingoptions,warrants andrights

Number of securitiesremaining availablefor future issuanceunder equitycompensation plans (1)

be issued

Weighted-average

Number of securities

Equity compensation plans approved by security holders

1,867,122 common

upon exercise

exercise price

remaining available

N/A

of outstanding

for future issuance

options,

under equity

warrants and

compensation plans

Plan category

rights

)

Equity compensation plans approved by security holders

1,867,122 common

N/A

(1)

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

Ordinary Common Stock

Year ended April 30, 2024

During the year ended April 30, 2024, the Company issued 2,310,237 shares of common stock for the conversion of convertible note principal of $225,000 and repayment of promissory notes of $31,050. (Note 8)

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During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred Stock of $57,751.

During the year ended April 30, 2024, the Company issued 1,320,000 shares of common stock for term extension of promissory notes.

During the year ended April 30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes.

During the year ended April 30, 2024, the Company issued 210,865 shares of common stock for office lease.

During the year ended April 30, 2024, the Company issued 5,632,968 shares of common stock to senior management and executives at $761,950 for services.

During the year ended April 30, 2024, the Company issued 6,994,844 shares of common stock to non-affiliated consultants at $865,654 for services.

Year ended April 30, 2023

During the year ended April 30, 2023, the Company issued 1,937,140 shares of common stock to consultants and employees at $678,697 for services.

During the year ended April 30, 2023, the Company issued 2,129,304 shares of common stock to executives at $843,226 for services. (Note 7)

During the year ended April 30, 2023, the Company issued 450,000 shares of common stock at $63,450 for term extension of promissory notes for three additional months.

During the year ended April 30, 2023, the Company issued 505,000 shares of common stock for prepaid expenses at $200,700 to consultants for services.

During the year ended April 30, 2023, the Company issued 105,785 shares of common stock to landlord at $32,591 for lease payment on office premise.

During the year ended April 30, 2023, the Company issued 16,500 shares of common stock for cash proceed of $24,757.

During the year ended April 30, 2023, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share.

During the year ended April 30, 2023, the Company issued 400,000 shares of common stock for the acquisition of $76,000 in property and equipment from an unaffiliated firm at $0.19 per share. (Note 5)

During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. (Note 8)

During the year ended April 30, 2023, the Company issued 2,975,000 shares at total value of $468,894 to noteholders as inducement for promissory notes.

During the year ended April 30, 2023, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary.

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~~Year~~As ~~ended~~of April 30, ~~2022~~2024 and April 30, 2023, the issued and outstanding ordinary common stock was 57,518,014 and 39,454,300 shares, respectively.

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.

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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 7)

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 8)

As of April 30, 2023 and 2022, the issued and outstanding ordinary common stock was 39,454,300 and 31,361,572 shares, 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 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.

The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.

AsDuring ofthe year ended April 30, ~~2023 and 2022~~2024, the Company ~~had~~issued ~~115~~400,000 shares of ~~founders’ class A~~ common stock ~~and~~for ~~28,750~~the ~~shares~~conversion of 7,500 founders’ series A non-voting redeemable preferred stock ~~issued~~of ~~and outstanding~~$57,751.

As of April 30, 2024 and April 30, 2023, the Company had 115,000 and 115,000 shares of founders’ class A common stock and 21,250 and 28,750 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding, respectively.

Series A Convertible Preferred Stock

The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.

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

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

As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

Series A Non-Voting Redeemable Preferred Stock

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)

The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.

As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively.

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Series C Preferred Stock

The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share.

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

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

As of April 30, 2024 and April 30, 2023, the Company had 104.5 and 0 shares of series C preferred stock issued and outstanding, respectively.

Warrants

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)

On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8)

The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, ~~2023~~2024 and year ended April 30, ~~2022~~2023:

	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
Granted		-			-
Redeemed		-			-
Exercised		(280,000	)		0.15
Forfeited		-			-
Balances as of April 30, 2023		168,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of April 30, 2024		168,000		$	1.25

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

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

The following table summarizes information relating to outstanding and exercisable warrants as of April 30, ~~2023~~2024:

~~Warrants Outstanding~~

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number

Remaining Contractual

Weighted Average

Number

Weighted Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

168,000

10.36

1.25

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants aton April 30, ~~2023,~~2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, ~~2023~~2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.1611 on April 30, ~~2023~~2024.

Stock Payable

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

During the year ended April 30, 2024, the Company recorded stock payable of $21,200 for outstanding 240,000 stock for repayment of outstanding principal balance of a promissory note.

During the year ended April 30, 2024, the Company recorded stock payable of $40,220 for outstanding 524,000 stock for loan inducements of promissory notes.

During the year ended April 30, 2024, the Company recorded stock payable of $13,493 for outstanding 75,000 stock related to interest and fees on promissory notes.

During the year ended April 30, 2024, the Company recorded stock payable of $31,975 for outstanding 282,965 stock related to term extension of a promissory note.

During the year ended April 30, 2024, the Company recorded stock payable of $60,815 for outstanding 410,915 common shares to consultants and employees for services.

During the year ended April 30, 2024, the Company recorded stock payable of $23,239 for outstanding 158,333 common shares to executives and senior management. (Note 7).

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NOTE 7 - RELATED PARTY TRANSACTIONS

Related party compensation for the year ended April 30, ~~2023~~2024 and ~~2022~~2023, and shareholding and salary payable as of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, are summarized as below:

	Year ended April 30, 2023
	Year Ended April 30, 2024
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO	$	67,670	$	-	$	152,625
CEO and CFO	$	124,183	$	-	$	173,631
Advisor - Affiliate		-		60,000		-
President		15,000		-		13,125
President - Distro Plus		104,196		-		93,240
COO		15,000		-		13,125
Operational Manager		21,440		-		28,923
Interim CFO/Consultant		23,762		193,188		545,269
VP - Distro Plus		77,174		-		155,902
VP Sales and Marketing		81,335		-		47,125
Director		-		12,000		333,277
President - Distro Plus		88,716		10,000		48,567
	$	326,993	$	72,000	$	784,973
Operational Manager		15,947		-		4,760
VP - Distro Plus		12,050		-		18,630
	$	319,480	$	263,188	$	843,226
				Year ended April 30, 2022
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO	$	15,000	$	43,370	$	2,121,563
Advisor - Affiliate		-		90,000		11,429,273
President		20,000		-		2,405,937
COO		27,000		-		3,386,040
Interim CFO/Consultant		18,462		-		129,375
VP Sales and Marketing		57,800		-		1,531,336
	$	138,262	$	133,370	$	21,003,524

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	Year Ended April 30, 2023
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
(5)CEO	$	67,670	$	-	$	152,625
Advisor - Affiliate		-		60,000		-
(1)President		15,000		-		13,125
(2)COO		15,000		-		13,125
(3)Interim CFO		23,762		193,188		545,269
(4)VP Sales and Marketing		81,335		-		47,125
President - Distro Plus		88,716		10,000		48,567
Operational Manager		15,947		-		4,760
VP - Distro Plus		12,050		-		18,630
	$	319,480	$	263,188	$	843,226

		As of April 30, 2023
	(1)	The President served from December 3, 2021, through October 18, 2022.
		Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred
	(2)	The COO served from December 29, 2021, through November 18, 2022.
Title		(Shares)		(Shares)		(Shares)		Salary/Consulting Fees Payable
	(3)	The interim CFO served on consultant basis since August 22, 2022, and is appointed as consultant as of October 31, 2023.
CEO and CFO			7,412,500		500,000		-	$	3,462
	(4)	The VP Sales and Marketing resigned on March 27, 2023, and rejoined as Lead Technologist on April 10, 2023.
Advisor - Affiliate			6,453,000		500,000		175,000		150,000
	(5)	The CEO has been serving as CFO of the Company since Q3 ended January 31, 2023.
President			1,824,167		-		-		-
COO			1,056,000		-		-		-
Interim/Consultant			1,455,959		-		-		87,500
VP Sales and Marketing			1,318,002		-		-		5,538
President - Distro Plus			299,799		-		-		4,038
Operational Manager			115,000		-		-		903
VP - Distro Plus			29,380		-		-		1,794
			19,963,807		1,000,000		175,000	$	253,235
		As of April 30, 2022
		Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred
Title		(Shares)		(Shares)		(Shares)		Salary/Consulting Fees Payable
CEO and CFO			7,162,500		500,000		-	$	8,077
Advisor - Affiliate			6,453,000		500,000		175,000		90,000
President			2,511,667		-		-		20,000
COO			2,363,333		-		-		11,076
Interim CFO/Consultant			375,000		-		-		8,077
VP Sales and Marketing			1,368,836		-		-		40,702
			20,234,336		1,000,000		175,000	$	177,932

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

	As of April 30, 2023
					Series A
			Convertible		non-voting
			Series A		redeemable
	Common Stock		Preferred		preferred		Salary/Consulting
Title	(Shares)		(Shares)		(Shares)		Fees Payable
CEO and CFO		7,412,500		500,000		-	$	3,462
Advisor - Affiliate		6,453,000		500,000		175,000		150,000
President		1,824,167		-		-		-
COO		1,056,000		-		-		-
Interim CFO/Consultant		1,455,959		-		-		87,500
VP Sales and Marketing		1,318,002		-		-		5,538
President - Distro Plus		299,799		-		-		4,038
Operational Manager		115,000		-		-		903
VP - Distro Plus		29,380		-		-		1,794
		19,963,807		1,000,000		175,000	$	253,235

CEO and CFO

During the year ended April 30, 2022, the Company issued 2,100,000 shares of common stock to the CEO and CFO valued at $2,100,000.

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

During the year ended April 30, 2023, the Company issued 250,000 shares of common stock to the CEO and CFO valued at $152,625.

During the ~~years~~year ended April 30, ~~2023 and 2022~~2024, the Company ~~incurred~~issued 1,500,000 shares ~~management fees~~ of $0common ~~and~~stock ~~$43,370 with~~to the CEO and CFO, ~~respectively~~valued at $173,631.

During the year ended April 30, ~~2023~~2024 and ~~2022~~2023, the Company incurred management salary ~~expense~~expenses of $67124,~~670~~183 and $1567,~~000~~ 670 to the CEO and CFO, respectively. As of April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, salary payable was $313,~~462~~200 and $83,~~077~~462, respectively.

Advisor - Affiliate

During the ~~year~~years ended April 30, ~~2022~~2024 and 2023, the Company ~~issued~~incurred ~~175,000~~consulting ~~series~~fees Aof ~~non-voting~~$60,000 ~~redeemable~~and ~~preferred~~$60,000 ~~shares~~ to the affiliated advisor, ofrespectively. ~~the~~As ~~Company~~of atApril ~~$10~~30, ~~stated~~2024 ~~value~~and ~~per~~April ~~share~~30, ~~valued at $1~~2023,~~750,000~~ ~~and~~the ~~for~~total ~~cash~~amount ~~consideration~~due ofto ~~$18.~~the ~~The~~affiliated ~~remaining~~advisor ~~portion~~was of$210,000 and $1150,~~749~~000,~~982~~ ~~was recorded as stock-based compensation expense in professional fees - related party~~respectively.

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During the year ended April 30, 2022, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000 for services rendered.

During the year ended April 30, 2022, the Company received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500, with $2,452,290 recorded as stock-based compensation expense in Professional fees – related party.

During the years ended April 30, 2023 and 2022, the Company incurred consulting fees of $60,000 and $90,000 which includes a sign on bonus of $50,000 to the affiliated advisor, respectively. As of April 30, 2023 and 2022, the total amount due to the affiliated advisor was $150,000 and $90,000, respectively.

President

On October 18, 2022, the Company accepted the voluntary resignation of the President of the Company who will remain an independent member of the Board. On October 21, 2022, the Company entered into a share recapture agreement for the future recapture of 750,000 shares of common stock out of 2,574,167 common shares that he held. During the year ended April 30, 2023, the Company recorded forgiveness of debt from Pure Nutrition, which is owned by the President at $84,660, to additional paid in capital.

During the year ended April 30, 2022, the Company issued 2,384,167 shares of common stock to the President valued at $2,405,938.

During the year ended April 30, 2023, the Company issued 62,500 shares of common stock to the President valued at $13,125 for services rendered.

On April 30, 2023, pursuant to an agreement entered with the President of the Company for his resignation, the President returned 750,000 shares of common stock to the Company. The returned shares were immediately cancelled.

During the years ended April 30, 2023 and 2022, the Company incurred management salary of $15,000 and $20,000 to the President, respectively. During the year ended April 30, 2023, the President forgave management salary payable of $35,000 and the Company recorded it to additional paid in capital. As of April 30, 2023 and 2022, salary payable was $0 and $20,000, respectively.

COO

During the year ended April 30, 2022, the Company issued 55,000 shares of common stock to the COO valued at $82,500.

During the year ended April 30, 2022, the Company awarded 2,100,000 shares of common stock to the COO value at $3,149,790, net of cash proceeds of $210.

During the year ended April 30, 2022, the Company issued 208,333 shares of restricted common stock to the COO at $153,750.

During the year ended April 30, 2023, the Company issued 62,500 shares of common stock to the COO valued at $13,125 for services rendered.

On October 18, 2022, the Company accepted the voluntary resignation of the COO of the Company, a member of the Board, and all other positions with the Company. On October 18, 2022, the Company has entered into a share recapture agreement for the recapture 1,369,333 shares of common stock. On November 8, 2022, the COO returned 1,369,333 shares of common stock to the Company. The returned shares were immediately cancelled.

During the years ended April 30, 2023 and 2022, the Company incurred management salary of $15,000 and $27,000 to the COO, respectively. During the year ended April 30, 2023, the COO forgave management salary payable of $26,077 and the Company recorded it to additional paid in capital. As of April 30, 2023 and April 30, 2022, salary payable was $0 and $11,076, respectively.

Interim CFO/Consultant

On August 22, 2022, the Company’s CFO resigned and entered into month-to-month Independent Contractor Agreement as Interim CFO.

During the year ended April 30, 2022, the Company issued 375,000 shares of common stock to the CFO valued at $129,375.

During the year ended April 30, 2023, the Company issued 1,080,959 shares of common stock to the CFO valued at $545,269.

During the year ended April 30, 2023 and 2022, the Company incurred management salary of $23,762 and $18,462 and incurred consulting fees of $193,188 and $0 to the CFO, respectively. As of April 30, 2023 and 2022, consulting and salary payable was $87,500 and $8,077, respectively.

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VP Sales and Marketing

During the year ended April 30, 2022, the Company issued 1,366,336 shares of common stock to the VP Sales and Marketing valued at $1,531,336.

During the year ended April 30, 2023, the Company issued 229,166 shares of common stock to the VP Sales and Marketing valued at $47,125.

During the years ended April 30, 2023 and 2022, the Company incurred management salary of $81,335 and $57,800 to the VP Sales and Marketing, respectively. As of April 30, 2023 and 2022, salary payable was $5,538 and $40,702, respectively.

The VP Sales and Marketing resigned on March 27, 2023 and rejoined the Company as Lead Technologist of the Company on April 10, 2023.

President – Distro Plus

On November 30, 2023, the Company entered into a severance agreement with the President of Distro Plus Division. The Company agreed to one-time severance payment of $4,615, six consecutive monthly payments of $5,000 starting in December 2023 on deferred compensation and issuance of 158,333 shares of restricted common stocks.

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During the year ended April 30, 2023, the Company issued 299,799 shares of common stock to the President of Distro Plus Division valued at $48,567.

During the ~~years~~year ended April 30, ~~2023 and 2022~~2024, the Company ~~incurred~~awarded ~~management~~558,340 ~~salary~~shares of ~~$88,716~~common ~~and~~stock $0 to the President, ~~respectively.~~of AsDistro ofPlus ~~April~~Division 30valued at $93,240, ~~2023~~of ~~and~~which ~~2022~~158,333 ~~salary~~shares ~~payable~~of common stock was recorded as stock payable of $423,~~038~~239 ~~and~~as $0of April 30, ~~respectively~~2024.

During the ~~years~~year ended April 30, ~~2023~~2024 and ~~2022~~2023, the Company incurred ~~consulting~~management ~~fees~~salary of $10104,~~000~~196 and $088,716 to the President, respectively. As of April 30, 2024 and April 30, 2023, salary payable was $10,000 and $4,038, respectively.

Operational Manager

During the year ended April 30, 2023, the Company ~~issued~~awarded ~~115~~29,~~000~~380 shares of common stock to the Operational Manager valued at $184,~~630~~760.

During the ~~years~~year ended April 30, ~~2023 and 2022~~2024, the Company ~~incurred~~awarded ~~management~~165,272 ~~salary~~shares of ~~$15,947~~common ~~and~~stock $0 to the Operational Manager, ~~respectively.~~valued Asat ~~of April 30, 2023 and 2022, salary payable was~~ $~~903 and $0~~28, ~~respectively~~923.

During the years ended April 30, 2024 and 2023, the Company incurred management salary of $21,440 and $15,947 to the Operational Manager, respectively.

VP – Distro Plus

During the year ended April 30, 2023, the Company ~~issued~~awarded 29115,~~380~~000 shares of common stock to the Vice President of Distro Plus Division valued at $418,~~760~~630.

During the ~~years~~year ended April 30, ~~2023 and 2022~~2024, the Company ~~incurred~~awarded ~~management~~1,370,000 ~~salary~~shares of ~~$12,050~~common ~~and~~stock $0 to the Vice President, ~~respectively. As~~ of ~~April~~Distro ~~30,~~Plus ~~2023~~Division ~~and~~valued ~~2022,~~at ~~salary payable was~~ $1155,~~794 and $0, respectively~~902.

AsDuring ofthe year ended April 30, ~~2023~~2024 and ~~2022~~2023, the ~~amount~~Company ~~due~~incurred tomanagement ~~the~~salary ~~related~~of ~~parties was~~ $~~253~~77,~~235~~174 and $~~177~~12,~~932~~050 to the Vice President, respectively.

Director

During the year ended April 30, 2024, the Company awarded 2,197,687 shares of common stock to the Director valued at $333,277, of which 1,385,189 shares of common stock valued $191,089 was issued as compensation upon his termination on March 8, 2024.

During the years ended April 30, 2024 and 2023, the Company incurred consulting fees of $12,000 and $0 to the Director, respectively.

NOTE 8 - COVERTIBLE NOTE PAYABLE

Convertible note payable aton April 30, ~~2023~~2024 and ~~2022~~April 30, 2023, consists of the following:

	April 30, 2023		April 30, 2022
	April 30, 2024		April 30, 2023
Dated June 16, 2021	$	9520,000	$	~~265~~95,000
Dated September 8, 2021		~~168~~18,000		168,000
Total convertible notes payable, gross		263,000		433,000
Total convertible notes	$	38,000	$	263,000
Less: Unamortized debt discount		-		(15,480	)
Total convertible notes	$	263,000	$	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 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. On June 16, 2021, the Company recorded total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2023, the debt discount was fully amortized. As of April 30, 2023 and 2022, the convertible note principal balance was $95,000 and $265,000, respectively.

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On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note 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. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022 and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, 2023 and 2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. As of April 30, 2023, the debt discount was fully amortized. As of April 30, 2023 and 2022, the convertible note was $168,000 and $152,519, net of note discount of $0 and $15,480 respectively.

During the years ended April 30 2023 and 2022, the Company recorded interest expense of $32,540 and $31,304, respectively. As of April 30, 2023 and 2022, the accrued interest payable was $63,844 and 31,304, respectively.

As of April 30, 2023 and 2022, the convertible note payable was $263,000 and $417,520, net of debt discount of $0 and $15,480, respectively.

NOTE 9 - PROMISSORY NOTE PAYABLE

Promissory note payable at April 30, 2023 and 2022, consists of the following:

	April 30, 2023			April 30, 2022
June 2022	$	20,000		$	-
August 2022		137,500			-
September 2022		110,000			-
October 2022		302,500			-
November 2022		60,500			-
January 2023		330,000			-
February 2023		220,000			-
March 2023		105,000			-
April 2023		220,000			-
Total promissory notes payable, gross		1,505,500			-
Less: Unamortized debt discount		(293,952	)		-
Total promissory notes	$	1,211,548		$	-

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 received $75,000 proceed with $1,000 overpayment which was returned to the noteholder. The Company has also issued 75,000 Restricted Common Shares valued at $15,750 to the investor as an inducement. The note matures 10 months from the issuance date and accrues interest at 10%. On June 7, 2022, the Company recorded total debt discount of $16,750 comprising original issue discount of $1,000 and discount from note inducement of $15,750. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $16,750 reporting under interest expense in the statements of operations. On February 2, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until May 7, 2023, the Company agreed to pay a 3% fee on the outstanding balance. On May 7, 2023, the Company reached an agreement with the noteholder to extend the expiry date until August 7, 2023. During the year ended April 30, 2023, the Company made partial principal repayment of $55,000 and partial interest repayment of $5,250. As of April 30, 2023, the promissory note was $20,000. On June 22, 2023, the promissory note was full repaid.

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%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $29,055 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $9,534. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until October 17, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. of April 30, 2023, the promissory note was $45,466.

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On August 17, 2022, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued an $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%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $43,583 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $14,301. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until October 17, 2023, the Company issued 150,000 shares of common stock to the noteholder valued at $21,150 on April 27, 2023. As of April 30, 2023, the promissory note was $68,199.

On September 9, 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 August 09, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $26,920 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $11,669. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until November 9, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. As of April 30, 2023, the promissory note was $43,331.

On September 27, 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 August 27, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $38,589 comprising original issue discount of $5,000 and discount from note inducement of $33,589. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $24,840 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $13,749. On April 25, 2023, the Company agreed that in exchange for the noteholder agreeing to forbear and extend the maturity date until November 27, 2023, the Company issued 100,000 shares of common stock to the noteholder valued at $14,100 on April 27, 2023. As of April 30, 2023, the promissory note was $41,251.

On October 10, 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 September 10, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $34,212 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $23,672. As of April 30, 2023, the promissory note was $58,828.

On October 14, 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 September 14, 2023, and accrues interest at 10%. The Company has also issued 150,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $57,884 comprising original issue discount of $7,500 and discount from note inducement of $50,384. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $15,226 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $11,067. As of April 30, 2023, the promissory note was $43,933.

On October 18, 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 September 18, 2023, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,293 comprising original issue discount of $5,000 and discount from note inducement of $21,293. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $22,840 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $16,600. As of April 30, 2023, the promissory note was $65,900.

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On ~~October~~June 1816, ~~2022~~2021, the Company ~~entered~~issued ~~into~~a $280,000 Original Issue Discounted Convertible Promissory Note for a ~~Security~~purchase ~~Purchase~~price ~~Agreement~~of ~~with~~$250,000, anconvertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor ~~pursuant~~280,000 three-year warrants to ~~which~~purchase the Company’s ~~issued~~common astock at an exercise price of $821.25 per share. On June 16,~~500~~ ~~Promissory~~2021, ~~Note~~the ~~for~~Company recorded a ~~purchase~~total ~~price~~debt discount of $75196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. ~~convertible~~During atthe ~~25%~~year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the ~~average~~statements of operations. On January 31, 2022, the ~~five~~Company ~~(5)~~issued 15,000 shares ~~lowest~~of ~~Daily~~common ~~VWAP~~stock ~~over~~for the ~~ten~~conversion ~~(10)~~of ~~consecutive~~convertible ~~VWAP~~note ~~Trading~~principal ~~Days~~of ~~immediately~~$15,000 at ~~preceding~~a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date onto ~~which~~October 16, 2022, and reduced the ~~Market~~note ~~Price~~conversion israte ~~being~~from ~~determined~~$1 per share to $0.15 per share. On May 5, 2022, the ~~Holder~~Company ~~elects~~reduced the warrants exercise price of the attached warrants from $1.25 per share to ~~convert~~$0.15 ~~all~~per orshare. ~~part~~The ofCompany assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the ~~event~~change in fair value of ~~default.~~the ~~The~~convertible notes from the note ~~matures~~amendment onresulted ~~September~~in 18a less than 5% change in present value of cash flows as compared to the original convertible notes, ~~2023~~the note amendment is regarded as a note modification, and ~~accrues~~no ~~interest~~incremental atexpense ~~10%~~was noted. On ~~The~~May ~~Company~~25, ~~has~~2022, ~~also~~the Company issued ~~150~~280,000 ~~Restricted~~shares ~~Common~~of ~~Shares~~common tostock through the ~~investor~~exercise asof anthe ~~inducement.~~warrant ~~The~~shares ~~Company~~from ~~recorded~~this ~~total~~note ~~debt~~for ~~discount~~proceeds of $3942,~~440~~000. ~~comprising original~~During ~~issue~~the ~~discount~~year ended April 30, 2023, the Company issued 1,133,332 shares of ~~$7,500~~common ~~and~~stock ~~discount~~for ~~from~~the conversion of convertible note ~~inducement~~principal of $31170,~~940~~000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, ~~2023~~2024, the Company ~~recorded~~issued 500,000 shares ~~amortization~~ of ~~debt~~common ~~discount~~stock for the conversion of ~~$34,971~~convertible ~~reporting~~note ~~under~~principal ~~interest~~of ~~expense~~$75,000 at ina ~~the~~fixed ~~statements~~conversion rate of ~~operations~~$0.15 per share. As of April 30, ~~2023~~2024, the debt discount was ~~$22,912~~fully amortized. As of April 30, 2024 and April 30, 2023, the ~~promissory~~convertible note principal balance was $5920,~~588~~000 and $95,000, respectively.

On ~~November~~September 38, ~~2022~~2021, the Company ~~entered~~issued ~~into~~ a ~~Security~~$168,000 ~~Purchase~~Original ~~Agreement~~Issue ~~with~~Discounted anConvertible ~~investor pursuant to which the Company issued a $60,500~~ Promissory Note for a purchase price of $50147,000, convertible at ~~25%~~a offixed ~~the~~rate ~~average~~ of $1 ~~the~~per ~~five~~share. ~~(5)~~The ~~lowest~~note ~~Daily~~had ~~VWAP~~a ~~over~~payment ~~the~~term ~~ten~~of ~~(10)~~nine ~~consecutive~~months ~~VWAP~~for ~~Trading~~expiry ~~Days~~date ~~immediately~~of ~~preceding~~June ~~the~~8, ~~date~~2022, onand ~~which~~bears ~~the~~interest ~~Market~~at ~~Price~~9% isper ~~being~~annum. ~~determined~~Additionally, the ~~Holder~~Company ~~elects~~issued to ~~convert~~the ~~all~~investor or168,000 ~~part~~three-year ofwarrants to purchase the ~~note~~Company’s incommon ~~the~~stock ~~event~~at an exercise price of ~~default~~$1.25 ~~The~~per ~~note~~share. ~~matures~~On onSeptember ~~October~~8, 32021, ~~2023~~the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and ~~accrues~~discount ~~interest~~from atwarrants ~~10%~~of $96,393. ~~The~~On ~~Company~~April ~~has~~28, ~~also~~2022, ~~issued~~an ~~100,000~~agreement ~~Restricted~~was ~~Common~~reached ~~Shares~~for the extension of the expiry date to November 8, 2022, and reduced the ~~investor~~note asconversion anrate ~~inducement~~from $1 per share to $0.15 per share. The Company ~~recorded~~assessed ~~total~~the note amendment for a debt ~~discount~~extinguishment ofor ~~$12,883~~modification ~~comprising original~~in ~~issue~~accordance ~~discount~~ with ASC 470-50. As the change in fair value of ~~$10,500~~the ~~and~~convertible ~~discount~~notes from the note ~~inducement~~amendment fell below 10% of $2the carrying value of the original convertible notes,~~383.~~ the note amendment is regarded as a note modification. During the ~~year~~years ended April 30, 2023, and 2022, the Company recorded amortization of debt discount of $615,~~300~~480 and $101,913 reporting under interest expense in the statements of operations, respectively. During the year ended April 30, 2024, the Company issued 1,500,000 shares of common stock for the conversion of convertible note principal of $150,000 at a fixed conversion rate of $0.10 per share. As of April 30, ~~2023~~2024, the debt discount was ~~$6,583~~fully amortized. As of April 30, 2024 and April 30, 2023, the ~~promissory~~convertible note was $5318,~~917~~000 and $168,000, respectively.

OnDuring ~~January 11, 2023,~~ the ~~Company~~year ~~entered~~ended ~~into~~April ~~a Security Purchase Agreement with an investor pursuant to which the Company issued a $55~~30,~~000~~ ~~Promissory Note for a purchase price of $50~~2024,~~000,~~ ~~convertible~~and 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 December 11, 2023, ~~and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to~~ the ~~investor as an inducement. The~~ Company recorded ~~total~~interest ~~debt~~expenses ~~discount~~ of $1316,~~816~~203 ~~comprising original~~and ~~issue discount of~~ $532,~~000~~540, ~~and~~respectively. ~~discount~~As ~~from note inducement~~ of ~~$8,816. During the year ended~~ April 30, ~~2023,~~2024 ~~the~~and ~~Company recorded amortization of debt discount of $4,509 reporting under interest expense in the statements of operations. As of~~ April 30, 2023, the ~~debt~~accrued ~~discount~~interest payable was $980,~~307.~~046 Asand ~~of April 30~~$63, ~~2023~~843, ~~the promissory note was $45,693~~respectively.

OnAs ~~January 12, 2023, 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,~~April ~~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~~30, ~~the~~2024 ~~Holder elects to convert all or part of the note in the event of default. The note matures on December 12, 2023,~~ and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $13,816 comprising original issue discount of $5,000 and discount from note inducement of $8,816. During the year ended April 30, 2023, the ~~Company~~convertible ~~recorded~~note ~~amortization~~payable ofwas ~~debt discount of~~ $438,~~454~~000 ~~reporting~~and ~~under interest expense in the statements of operations. As of April 30, 2023, the debt discount was~~ $9263,~~362. As of April 30~~000, ~~2023, the promissory note was $45,638~~respectively.

On January 27, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $220,000 Promissory Note for a purchase price of $, 200,000 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 December 27, 2023, and accrues interest at 10%. The Company has also issued 400,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $55,263 comprising original issue discount of $20,000 and discount from note inducement of $35,263. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $15,388 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $39,876. As of April 30, 2023, the promissory note was $180,124.

On February 22, 2023, 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 October 30, 2023, and accrues interest at 10%. The Company has also issued 300,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $26,395 comprising original issue discount of $5,000 and discount from note inducement of $21,395. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $7,151 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $19,244. As of April 30, 2023, the promissory note was $35,756.

On February 22, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $165,000 Promissory Note for a purchase price of $150,000, 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 January 22, 2024 and accrues interest at 10%. The Company has also issued 300,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $40,728 comprising original issue discount of $15,000 and discount from note inducement of $25,728. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $8,267 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $32,461. As of April 30, 2023, the promissory note was $132,539.

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On March 20, 2023, 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 February 20, 2024, and accrues interest at 10%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $12,329 comprisingNOTE ~~original~~9 ~~issue~~- ~~discount of~~PROMISSORY ~~$5,000~~NOTE and discount from note inducement of $7,329. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,787 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $10,541. As of April 30, 2023, the promissory note was $44,459.PAYABLE

~~On March 30, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $50,000~~ Promissory ~~Note for a purchase price of $50,000. The~~ note ~~matures~~payable on May 1, 2023 and accrues interest at 1%. The Company has also issued 100,000 Restricted Common Shares to the investor as an inducement. In the event that payment is not made within 15 days of the due date, then the loan will be in default and Mr. Vapor inventory will be forfeit immediately and shipped to the lender at the Company’s expense. The Company recorded debt discount of $13,235 from discount from note inducement of $7,329. During the year ended April 30, ~~2023,~~2024 ~~the~~and ~~Company recorded amortization of debt discount of $12,834 reporting under interest expense in the statements of operations. As of~~ April 30, 2023, ~~the~~consists ~~debt discount was $401. As~~ of ~~April 30, 2023,~~ the ~~promissory note was $49,599.~~following:

On April 13, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, 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 March 13, 2024 and accrues interest at 10%. The Company has also issued 200,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $23,184 comprising original issue discount of $10,000 and discount from note inducement of $13,184. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,242 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $21,942. As of April 30, 2023, the promissory note was $88,058.

	April 30, 2024			April 30, 2023
June 2022	$	-		$	20,000
August 2022		137,500			137,500
September 2022		110,000			110,000
October 2022		229,350			302,500
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		55,000			220,000
March 2023		55,000			105,000
April 2023		-			220,000
May 2023		85,800			-
June 2023		236,720			-
August 2023		165,000			-
September 2023		125,000			-
November 2023		160,000			-
January 2024		150,000			-
February 2024		120,000			-
Total promissory notes payable, gross		2,019,870			1,505,500
Less: Unamortized debt discount		(49,977	)		(293,952	)
Total promissory notes	$	1,969,893		$	1,211,548

OnThe ~~April~~terms ~~14, 2023, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price~~ of ~~$100,000, convertible at 25% of~~ the ~~average~~promissory ofnotes ~~the~~are ~~five~~summarized (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 March 14, 2024 and accrues interest at 10%. The Company has also issued 200,000 Restricted Common Shares to the investor as an inducement. The Company recorded total debt discount of $21,842 comprising original issue discount of $10,000 and discount from note inducement of $11,842. During the year ended April 30, 2023, the Company recorded amortization of debt discount of $1,112 reporting under interest expense in the statements of operations. As of April 30, 2023, the debt discount was $20,730. As of April 30, 2023, the promissory note was $89,270.follows:

~~During~~· ~~the~~Loan ~~year~~Expiry ~~ended~~Term ~~April~~of ~~30,~~Six ~~2023~~Months ~~and~~to ~~2022,~~One ~~the~~Year ~~Company~~· ~~recorded~~Weighted Average Remaining Term of 0.51 years · Annual interest ~~expense~~rate of ~~$60,893~~10%-18% ~~and~~· ~~$0,~~Convertible ~~respectively.~~at As25% of ~~April~~the ~~30,~~average ~~2023~~of ~~and~~the ~~April~~five ~~30,~~(5) ~~2022,~~lowest Daily VWAP over the ~~accrued~~ten ~~interest~~(10) ~~payable~~consecutive ~~was~~VWAP ~~$55,643~~Trading ~~and~~Days 0immediately preceding the date on which the Market Price is being determined, ~~respectively~~the Holder elects to convert all or part of the note in the event of default.

AsDuring ofthe year ended April 30, ~~2023~~2024 and ~~April 30~~2023, ~~2022,~~ the Company issued promissory ~~note~~notes ~~payable~~for ~~was~~aggregate principal amount of $1,~~211~~238,~~549~~500 and $01,560,500 ~~net~~for ~~of debt~~proceeds ~~discount~~ of $~~293~~1,~~952~~178,500 and $01,424,000, respectively.

~~NOTE~~During 10the –year ~~LEASES~~ended April 30, 2024, the Company made repayment on principal balance of promissory notes of $286,880 and accrued interest of promissory notes of $26,782.

InDuring ~~March 2023,~~ the ~~Company~~year ~~entered~~ended into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranged from 10.96% to 18%. The Company made downpayment of $5,000 on two vehicles and $6,500 on vehicle. As of April 30, ~~2023~~2024, the ~~finance~~Company ~~lease~~issued ~~obligations included in current liabilities was $25~~310,~~383~~237 ~~and~~shares ~~finance~~of ~~lease~~common ~~obligations~~stock ~~included~~for inthe ~~non-current~~repayment ~~liabilities~~of ~~was~~ $8831,~~221.~~050 ~~During~~principal ~~the~~balance ~~year ended April 30, 2023, interest expense was $855 and depreciation on the right-~~of~~-used~~ ~~assets~~promissory ~~was $2,753~~notes.

AsDuring ofthe year ended April 30, ~~2023~~2024, the Company ~~had~~issued ~~the~~43 ~~following~~shares ~~lease~~of series ~~obligations:~~C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

	Discount		April 30,
	Rate	Maturity	2023
Current	6.13% - 10.51%	March 20, 2027	$	25,383
Non-current	6.13% - 10.51%	March 20, 2027		88,221
			$	113,604

During the year ended April 30, 2024, the Company issued 1,320,000 shares of common stock for term extension of promissory notes.

Balance - April 30, 2022	$	-
Lease liability additions		115,620
Repayment of Lease liability		(2,871	)
Imputed interest		855
Balance - April 30, 2023	$	113,604

During the year ended April 30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes.

During the year ended April 30, 2024, the Company recorded stock payable of $21,200 for outstanding 240,000 stock for repayment of outstanding principal balance of a promissory note.

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~~The~~During ~~following~~the ~~table~~year ~~summarizes~~ended ~~the~~April ~~maturity~~30, of2024, ~~our~~the ~~lease~~Company ~~liabilities~~recorded asstock payable of ~~April~~$40,220 30for outstanding 524,000 ~~2023:~~stock for loan inducements of promissory notes.

Year Ended April 30,
2024	$	34,457
2025		34,457
2026		34,457
2027		31,586
Total lease payments		134,957
Less: imputed interest		(21,353	)
Lease liabilities	$	113,604

During the year ended April 30, 2024, the Company recorded stock payable of $13,493 for outstanding 75,000 stock related to interest and fees on promissory notes.

AsDuring ofthe year ended April 30, ~~2023~~2024, the Company ~~has~~recorded ~~right-~~stock payable of~~-use~~ ~~assets~~$31,975 asfor ~~follows:~~outstanding 282,965 stock related to term extension of a promissory note.

Balance - April 30, 2022	$	-
Additions		132,120
Depreciation		(2,753	)
Balance - April 30, 2023	$	129,367

During the year ended April 30, 2024 and 2023, the Company recorded interest expenses of $204,398 and $60,893, respectively. As of April 30, 2024 and April 30, 2023, the accrued interest payable was $196,145 and $55,643, respectively.

NOTE 11 -10 ~~COMMITTMENTS~~– ~~AND CONTINGENCIES~~LEASES

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

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

As of April 30, 2024 and April 30, 2023, the finance lease obligations included in current liabilities were $43,710 and $25,383 and finance lease obligations included in non-current liabilities was $146,186 and $88,221, respectively. During the year ended April 30, 2024, interest expense was $15,982 (including late charge of $203) and depreciation on the right-of-used assets was $42,010.

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

	Discount		April 30,		April 30,
	Rate	Maturity	2024		2023
Current	6.13% - 10.51%	March 2027 - July 2029	$	43,710	$	25,383
Non-current	6.13% - 10.51%	March 2027 - July 2029		146,186		88,221
			$	189,896	$	113,604

The following table summarizes the maturity of our lease liabilities as of April 30, 2024:

Balance - April 30, 2023	$	113,604
Lease liability additions		111,960
Repayment of Lease liability		(51,447	)
Imputed interest		15,779
Balance - April 30, 2024	$	189,896

Year Ended April 30,
2025	$	58,118
2026		58,118
2027		55,247
2028		23,661
Thereafter		29,722
Total lease payments		224,866
Less: imputed interest		(34,970	)
Lease liabilities	$	189,896

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As of April 30, 2024, the Company has right-of-use assets as follows:

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317

NOTE 11 - COMMITMENTS AND CONTINGENCIES

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

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company and $2,000 payable in cash. As of April 30, ~~2023~~2024, the lease is currently on a month-to-month basis.

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

NOTE 12 - 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, ~~2023~~2024 and ~~2022~~2023 is shown as follows:

	Year Ended
	April 30,			April 30,
	2023			2022
	2024			2023
Net loss	$	(4,~~035~~937,~~513~~934	)	$	(294,~~590~~035,~~456~~513	)
Add: Stock based compensation		21,~~202~~738,~~707~~442			282,~~292~~202,~~017~~707
Net operating loss	$	(13,~~832~~199,~~806~~492	)	$	(1,~~298~~832,~~439~~806	)

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, 2023 and 2022 are as follows:

	April 30,			April 30,
	2023			2022
Net operating loss carryforward	$	(3,747,889	)	$	(1,915,083	)
Effective tax rate		21	%		21	%
Deferred tax asset		(787,057	)		(402,167	)
Less: Valuation allowance		787,057			402,167
Net deferred asset	$	-		$	-

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The valuation allowance increased by $384,890 and $272,672 during the years ended April 30, 2023 and 2022, respectively. As of April 30, 2023, the Company had approximately $3.7 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 2023 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, 2023 or 2022. 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, 2023 or 2022. Tax returns for the years ended 2016 through 2023 are subject to review by the tax authorities.

NOTE 13 - SUBSEQUENT EVENTS

Subsequent to April 30, 2023, and through the date that these financials were issued, the Company had the following subsequent events:

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

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

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

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

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

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

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

From May 1, 2023 through August 29, 2023, the Company issued promissory notes for aggregate principal amount of $597,300 for proceed of $543,000. These notes are convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. These notes all have expiry term for one year and annual interest rate of 10%.

During May 1, 2023 through August 29, 2023, the Company made repayment of $103,000 on promissory notes.

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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, 2024 and 2023 are as follows:

	April 30,			April 30,
	2024			2023
Net operating loss carryforward	$	(6,947,381	)	$	(3,747,889	)
Effective tax rate		21	%		21	%
Deferred tax asset		(1,458,950	)		(787,057	)
Less: Valuation allowance		1,458,950			787,057
Net deferred asset	$	-		$	-

The valuation allowance increased by $671,893 and $384,890 during the years ended April 30, 2024 and 2023, respectively. As of April 30, 2024, the Company had approximately $6.9 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 2024 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, 2024 or 2023. The Company recognizes interest accrued related to unrecognized tax benefits in interest expenses 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 on April 30, 2024 or 2023. Tax returns for the years ended 2016 through 2024 are subject to review by the tax authorities.

NOTE 13 - SUBSEQUENT EVENTS

Subsequent to April 30, 2024, and through the date that these financials were issued, the Company had the following subsequent events:

On May 31, 2024, the Company issued 17 shares of series C preferred stock for cash proceeds of $170,000.

On June 24, 2024, the Company issued 25 shares of series C preferred stock for cash proceeds of $250,000.

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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, April 30, ~~2023~~2024. This evaluation was carried out under the supervision and with the participation of our management, including our President 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 President and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our President 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.

4142 Table of Contents

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, ~~2023,~~2024 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, ~~2023,~~2024our ~~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, 2024: (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. The 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, ~~2023,~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

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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, Chief Financial Officer, and Director	4344	May 5, 2020
Ronald McCormick	Director	55	December 03, 2021
Christopher Harter	Director	40	October 24, 2022
Joseph Jaconi	Chief Revenue Officer	53	August 29, 2022

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, Chief Financial Officer and Director

Mr. Pojunis has served as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and 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, and 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~~44 ~~Company~~Table ~~believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer and a director~~ of ~~our company.~~Contents

~~Ronald~~Our ~~McCormick,~~Company ~~Director~~believes that Mr. Pojunis’ business experience and industry expertise qualify him to serve as an officer and a director of our company.

~~Ron~~Family 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.Relationships

HeNot 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.Applicable

~~Additionally,~~Involvement 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~~certain ~~clean~~legal ~~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.~~proceedings

~~Over~~To ~~six (6) years ago he began to apply his experience, network, expertise, and a strong background in health and wellness to~~ the ~~new~~best ~~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~~our ~~projects from farming~~knowledge, ~~extraction,~~none ~~and~~of ~~manufacturing~~our todirectors ~~distribution~~or ~~and~~executive ~~sales.~~officers ~~His~~has, ~~products~~during ~~are~~the ~~well~~past ~~distributed~~ten ~~nationally and some internationally as well.~~years:

~~Our~~1. ~~company~~been ~~believes~~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 Mrtime; 3. ~~McCormicks’~~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, ~~experience~~securities, futures, commodities, investment, banking, savings and ~~industry~~loan, ~~expertise~~or ~~qualify~~insurance ~~him~~activities, or to ~~serve~~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 ~~director~~defined in Section 3(a)(26) of ~~our~~the ~~company~~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.

OnSection ~~October~~16(a) ~~18,~~Beneficial ~~2022,~~Ownership ~~the~~Reporting ~~Company accepted the voluntary resignation of Ron McCormick as President. Mr. McCormick will remain an independent member of the Board.~~Compliance

43Our ~~Table~~common stock is not registered pursuant to Section 12 of ~~Contents~~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.

~~Chris~~45 ~~Harter~~Table ~~has been a director~~ of the Company since October 24, 2022. From 2017- 2018 Mr. Harter worked at Nazar Holdings and served as a member of the Board of Directors. While as a director at Nazar, Chris lead the acquisition of Harbor Dunes golf course. From 2018- 2021 Mr. Harter worked at CBD Station as President oversaw the west coast store expansion and product development From 2021 to 2022, Chris worked at HMM Holdings 2 as President opening 2 dispensaries and 2 processing facilities.Contents

~~Joseph~~Code ~~Jaconi is~~of ~~the Chief Revenue Officer at GPO Plus and has extensive business development and management experience with over 30 years in consumer-packaged goods for both domestic and international channels.~~ Ethics

~~Joseph~~We ~~Co-Founded~~have ~~Tech~~not ~~Armor~~adopted ina ~~2012,~~code ~~disrupting~~of ~~the~~ethics ~~brick-and-mortar~~that ~~accessory~~applies business creating the #1 Selling Screen Protector brand with over 25 million units sold globally in over 40 countries. Tech Armor has generated over $100 Million in revenue since its inception with key partnerships including Amazon, eBay, and WalMart.com and traditional retail including Apple specialists, Verizon, and AT&T. Expanding beyond Joseph’s experience in Direct-to~~-Consumer~~ ~~e-commerce,~~our ~~Joseph~~principal ~~has~~executive ~~developed additional consumer brands targeting specialty retailers including Convenience Stores~~officer, ~~Pharmacies~~principal ~~and~~financial ~~CBD Stores throughout the U.S.~~officer, ~~focusing~~principal onaccounting ~~the~~officer ~~nutraceutical~~or ~~and recreational segments~~controller. ~~Developed~~ ~~brands~~We ~~include~~only ~~Kino~~have ~~Hawaiian~~one ~~Skincare,~~officer ~~Paws~~and ~~Effect~~director ~~Nutrition, Hammerhead, Deep Sea Moonrock, Ritual Tinctures,~~ and ~~Fuego~~do ~~branded~~not ~~products.~~believe ~~Licensed~~we ~~brands~~need ~~include~~a ~~development~~code of ~~the~~ethics ~~John~~at ~~Daly~~this ~~Collection, Slightly Stoopid and Rob Van Dam products~~time.

~~Mr.~~Committees ~~Jaconi began his career working for the University~~ of ~~Southern California in Madrid, Spain before moving to Mexico City to work for~~ the U.S. Embassy. He then entered the world of commerce joining the Singer Sewing Company and managing their small electronics and appliance business unit developing channels throughout Latin America. Joseph returned to the U.S. in 2004 and joined Belkin in Compton, California developing numerous product categories and launching 1000’s of retail skus into Wal-Mart, Staples, Office Depot and Best Buy before joining Belkin’s Business Development Team managing Latin America, Canada and e-commerce efforts.Board

~~Mr.~~Our ~~Jaconi~~company ~~has~~currently ~~degrees~~does innot ~~International~~have ~~Relations~~nominating, ~~and~~compensation inor ~~Spanish~~audit ~~from~~committees ~~the~~or ~~University~~committees ofperforming ~~Southern~~similar ~~California,~~functions ~~studied~~nor indoes ~~Madrid~~our company have a written nominating, ~~Spain~~compensation, ~~and~~or ~~has~~audit ~~taken~~committee ~~additional~~charter. ~~coursework~~Our directors believe that it is not necessary to have such committees at ~~UCLA. Joseph~~this ~~and~~time, ~~his~~because ~~wife~~the ~~Linda~~functions of 15such ~~years~~committees ~~have~~can ~~three~~be ~~children~~adequately performed by the board of directors.

~~Employment~~Our ~~Agreements~~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.

OnA ~~August~~shareholder ~~22,~~who ~~2022,~~wishes ~~the~~to ~~Company~~communicate ~~entered~~with ~~into~~our board of directors may do so by directing a ~~month~~written request addressed to ~~month~~our ~~Independent~~CEO ~~Contractor~~at ~~Agreement~~the ~~with~~address ~~Laurence~~appearing ~~Rule~~on ~~for~~the ~~financial~~first ~~services~~page of this annual report.

OnBoard ~~August~~and ~~29,~~Committee ~~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.~~Meetings

~~Family~~Our ~~Relationships~~board of directors held no formal meetings during the year ended April 30, 2024. 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.

~~Not~~Audit ~~Applicable~~Committee Financial Expert

~~Involvement~~Currently inour ~~certain~~audit ~~legal~~committee ~~proceedings~~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.

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.

44 Table of Contents

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, 2023. 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 officers. (b) each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, ~~2023~~2024 and ~~2022~~2023 (each, a “Named Executive Officer”); 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, ~~2023~~2024 and ~~2022~~2023 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~~150,000 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	2023		67,670		-		152,625		-		-		-		-		220,295
CEO and CFO	2022		58,730		-		2,121,563		-		-		-		-		2,179,933
Laurence Ruhe (1)	2023		216,950		-		545,267		-		-		-		-		762,219
Consultant	2022		18,462				129,375										147,837
Ronald McCormick (2)	2023		15,000		-		13,125		-		-		-		-		28,125
President	2022		20,000		-	2,405.937			-		-		-		-		2,425,937
Wayne Smeal (3)	2023		15,000		-		13,125		-		-		-		-		28,125
COO	2022		27,000		-		3,386,040		-		-		-		-		3,413,040
Bryan Garabrandt (4)	2023		81,335		-		47,125		-		-		-		-		128,460
Vice President	2022		57,800		-		1,531,336		-		-		-		-		1,589,136
Joesph Jaconi (5)	2023		98,716		-		48,567		-		-		-		-		147,284
CMO	2022		-		-		-		-		-		-		-		-

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(1)	Laurence Ruhe was the Chief Financial Officer of the Company from November 1, 2021 through August 22, 2022 and is now a contractor for the Company.
					SUMMARY COMPENSATION TABLE
(2)	Ronald McCormick served as President of the Company from December 3,2021 through October 18, 2022.
													Change in
(3)	Wayne Smeal served as Chief Operating Officer from December 29, 2021 through November 8, 2022.
													Pension
(4)	Bryan Garabrandt hired as Vice President of Sales and Marketing on May 3, 2021 and resigned on March 27, 2023. He rejoined the Company as Lead Technologist on April 10, 2023.
											Non-		Value and
(5)	Joesph Jaconi was hired as President of Distro Plus Division on August 29, 2022.
											Equity		Nonqualified
											Incentive		Deferred		All
							Stock		Option		Plan		Compensation		Other
Name and			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation
Principal Position		Year	($)		($)		($)		($)		($)		($)		($)		Total ($)
Brett H. H. Pojunis		2024		124,183		-		173,631		-		-		-		-		297,814
CEO and CFO		2023		67,670		-		152,625		-		-		-		-		220,295
Laurence Ruhe (1)		2024		-		-		-		-		-		-		-		-
Consultant		2023		216,950				545,269										762,219
Ronald McCormick (2)		2024		-		-		-		-		-		-		-		-
President		2023		15,000		-		13,123		-		-		-		-		28,125
Wayne Smeal (3)		2024		-		-		-		-		-		-		-		-
COO		2023		15,000		-		13,125		-		-		-		-		28,125
Bryan Garabrandt (4)		2024		-		-		-		-		-		-		-		-
Vice President		2023		81,335		-		47,125		-		-		-		-		128,460
Joesph Jaconi (5)		2024		104,196		-		93,240		-		-		-		-		197,436
CMO		2023	98,716-			-		48,567		-		-		-		-		147,284

(1)	Laurence Ruhe was the Chief Financial Officer of the Company from November 1, 2021, through August 22, 2022, and is now a contractor for the Company.
(2)	Ronald McCormick served as President of the Company from December 3,2021 through October 18, 2022.
(3)	Wayne Smeal served as Chief Operating Officer from December 29, 2021, through November 8, 2022.
(4)	Bryan Garabrandt hired as Vice President of Sales and Marketing on May 3, 2021, and resigned on March 27, 2023. He rejoined the Company as Lead Technologist on April 10, 2023.
(5)	Joesph Jaconi served as President of Distro Plus Division from August 29, 2022. to November 30, 2023.

Table of Contents

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.

45 Table of Contents

Grants of Plan-Based Awards

During the fiscal year ended April 30, ~~2023~~2024, we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended April 30, ~~2023~~2024, 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, as of August 2913, ~~2023~~2024, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of common stock; (ii) each of the Company’s directors (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o 3571 E. Sunset Road, Suite #300, Las Vegas, Nevada 89120.

As48 ofTable ~~August 29, 2023, there were 44,223,860 shares~~ of ~~our common stock issued and outstanding.~~Contents

	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		7,475,000		16.90	%		500,000		50.00	%		-		-
Bryan Garabrandt		1,363,002		3.08	%		-		-			-		-
Ronald McCormick		1,824,167		4.12	%		-		-			-		-
Joseph Jaconi		699,806		1.58	%		-		-			-		-
Laurence Ruhe		1,892,336		4.28	%		-		-			-		-
Christopher Harter		1,103,939		2.50	%
Michael Fugler		6,453,000		14.60	%		500,000		50.00	%		175,000		100.00	%
Directors and Executive Officers as a Group ()		20,811,270		47.05	%		500,000		50.00	%		-		-
5% Shareholders as a Group		13,928,000		31.49	%		1,000,000		100.00	%		175,000		100.00	%

As of August 13, 2024, there were 57,633,014 shares of our common stock issued and outstanding.

46 Table of Contents

	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		8,912,500		15.46	%		500,000		50.00	%		-		-

Michael Fugler		6,453,000		11.20	%		500,000		50.00	%		175,000		100.00	%

*Directors and Executive Officers as a Group ()*		15,365,500		26.66	%		500,000		50.00	%		-		-

*5% Shareholders as a Group*		15,365,500		26.66	%		1,000,000		100.00	%		175,000		100.00	%

The company has adopted the following equity compensation.

Equity Compensation Plans

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

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, ~~2023,~~2024 in which the amount involved in the transaction exceeded or exceeds the lesser of $~~120~~150,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Brett H. Pojunis - Chief Executive Officer and Chief Financial Officer

During the year ended April 30, 2022, the Company issued 2,100,000 shares of common stock to Brett H. Pojunis valued at $2,100,000.

~~During~~49 ~~the~~Table ~~year ended April 30, 2022, the Company issued 2,162,500 shares~~ of ~~restricted common stock to Brett H. Pojunis valued at $2,121,563.~~Contents

During the year ended April 30, ~~2023~~2022, the Company issued ~~250~~ 2,~~000~~ 162,500 shares of restricted common stock to Brett H. Pojunis valued at $~~152~~2,~~625~~121,563.

During the ~~years~~year ended April 30, 2023 ~~and 2022~~, the Company ~~incurred~~issued ~~management~~250,000 ~~fees~~shares of $0common ~~and~~stock ~~$43,370 with~~to ~~the~~ Brett H. Pojunis, ~~respectively~~valued at $152,625.

During the ~~year~~ years ended April 30, 2023, and 2022, the Company incurred management ~~salary~~fees ~~expense~~ of $~~67,670~~0 and $1543,~~000~~370 towith Brett H. Pojunis, respectively. ~~As of April 30, 2023 and 2022, salary payable was $3,462 and $8,077, respectively.~~

~~Advisor~~During -the years ~~Affiliate~~ended April 30, 2023, and 2022, the Company incurred management salary expenses of $67,670 and $15,000 to Brett H. Pojunis, respectively. As of April 30, 2023, and 2022, salary payable was $3,462 and $8,077, respectively.

During the year ended April 30, ~~2022~~2024 and 2023, the Company ~~issued~~incurred ~~175,000~~management ~~series~~salary Aexpenses ~~non-voting~~of ~~redeemable~~$124,183 ~~preferred~~and ~~shares~~$67,670 to the ~~affiliated~~CEO ~~advisor~~and ofCFO, ~~the~~respectively. ~~Company~~As atof ~~$10~~April ~~stated~~30, ~~value~~2024 ~~per~~and ~~share~~April ~~valued~~30, ~~at $1~~2023,~~750,000~~ ~~and~~salary ~~for~~payable ~~cash~~was ~~consideration of~~ $~~18.~~13,200 ~~The~~and ~~remaining portion of~~ $13,~~749~~462,~~982~~ ~~was recorded as stock-based compensation expense in professional fees - related party.~~ respectively

During the year ended April 30, ~~2022~~2024, the Company issued 41,~~818~~437,~~000~~500 shares of common stock to ~~the~~Brett ~~affiliated~~H. ~~advisor~~Pojunis valued at $7173,~~227,000 for services rendered~~631.

~~During~~Advisor the year ended April 30, 2022, the Company received $210 cash consideration for the issuance of 1,635,000 shares of ordinary common stock to the executive in pursuant to an agreement signed on August 27, 2021. The Company recorded stock payable for services valued at $2,452,500, with $2,452,290 recorded as stock-~~based~~ ~~compensation expense in Professional fees – related party.~~Affiliate

During the ~~years~~year ended April 30, ~~2023 and~~ 2022, the Company ~~incurred~~issued ~~consulting fees of $60~~175,000 ~~and~~series ~~$90,000~~A ~~which~~non-voting ~~includes~~redeemable apreferred ~~sign~~shares ~~on bonus of $50,000~~ to the affiliated advisor, ~~respectively.~~of Asthe ofCompany ~~April~~at ~~30,~~$10 ~~2023~~stated ~~and 2022,~~value ~~the~~per ~~total~~share ~~amount~~valued ~~due~~at to$1,750,000 ~~the~~and ~~affiliated~~for ~~advisor~~cash ~~was~~consideration of $~~150,000~~18. ~~and~~The remaining portion of $901,~~000~~749,982 ~~respectively~~was recorded as stock-based compensation expense in professional fees - related party.

~~Ronald~~During ~~McCormick~~the -year ~~President~~ended April 30, 2022, the Company issued 4,818,000 shares of common stock to the affiliated advisor valued at $7,227,000 for services rendered.

OnDuring ~~October 18, 2022,~~ the ~~Company~~year ~~accepted~~ended ~~the~~April ~~voluntary resignation of Ronald McCormick as the President of the Company who will remain an independent member of the Board. On October 21~~30, 2022, the Company ~~entered~~received ~~into~~$210 cash aconsideration ~~share recapture agreement~~ for the ~~future~~issuance ~~recapture~~ of ~~750~~ 1,635,000 shares of ordinary common stock ~~out~~to ofthe ~~2,574,167~~executive ~~common~~in ~~shares~~pursuant ~~that~~to hean ~~held.~~agreement ~~During~~signed ~~the~~on ~~year~~August ~~ended April 30~~27, ~~2023,~~2021. ~~the~~The Company recorded ~~forgiveness~~stock ofpayable for ~~debt~~services ~~from~~valued ~~Pure Nutrition~~at $2,452,500, ~~which~~with is$2,452,290 ~~owned~~recorded byas ~~the~~stock-based ~~President~~compensation atexpense ~~$84,660,~~in toProfessional ~~additional~~fees ~~paid~~– inrelated ~~capital~~party.

47During ~~Table~~the years ended April 30, 2023, and 2022, the Company incurred consulting fees of ~~Contents~~$60,000 and $90,000 which includes a sign on bonus of $50,000 to the affiliated advisor, respectively. As of April 30, 2023, and 2022, the total amount due to the affiliated advisor was $150,000 and $90,000, respectively.

During the ~~year~~years ended April 30, ~~2022~~2024 and 2023, the Company ~~issued~~incurred 2consulting fees of $60,~~384~~000 and $60,~~167~~000 ~~shares~~to the affiliated advisor, respectively. As of ~~common~~April ~~stock~~30, 2024 and April 30, 2023, the total amount due to ~~Ronald~~the ~~McCormick~~affiliated ~~valued~~advisor atwas $2210,~~405~~000 and $150,~~938.~~000, respectively.

~~During~~Joseph ~~the~~Jaconi ~~year~~- ~~ended~~President ~~April~~– ~~30,~~Distro ~~2023, the Company issued 62,500 shares of common stock to Ronald McCormick valued at $13,125 for services rendered.~~Plus

~~On October~~During ~~18,~~the ~~2022,~~year ~~pursuant~~ended toApril an30, ~~agreement entered with Ronald McCormick for his resignation~~2023, ~~Mr.~~the ~~McCormick~~Company ~~returned~~issued ~~750~~299,~~000~~799 shares of common stock to ~~the~~Joseph ~~Company. The~~Jaconi, ~~returned~~President ~~shares~~of ~~were~~Distro ~~immediately~~Plus ~~cancelled~~Division valued at $48,567.

During the years ended April 30, 2023, and 2022, the Company incurred management salary of $1588,~~000~~716 and $~~20,000~~0 to Mr. ~~McCormick~~Jaconi, respectively. ~~During the year ended April 30, 2023, the President forgave management salary payable of $35,000 and the Company recorded it to additional paid in capital.~~ As of April 30, 2023, and 2022, salary payable was $04,038 and $200,~~000,~~ respectively.

~~Wayne~~During ~~Smeal~~the –years ~~Chief~~ended ~~Operating~~April ~~Officer~~30, 2023, and 2022, the Company incurred consulting fees of $10,000 and $0 to Mr. Jaconi, respectively.

~~During~~50 ~~the~~Table ~~year ended April 30, 2022, the Company issued 55,000 shares~~ of ~~common stock to Wayne Smeal, the Chief Operating Officer valued at $82,500.~~Contents

~~During~~On ~~the~~November ~~year ended April~~ 30, ~~2022~~2023, the Company ~~awarded~~entered ~~2,100,000~~into ~~shares~~a severance agreement with the President of ~~common~~Distro ~~stock~~Plus Division. The Company agreed to ~~Mr.~~one-time ~~Smeal~~severance ~~value~~payment atof $34,~~149~~615,~~790~~ six consecutive monthly payments of $5,000 ~~net~~starting in December 2023 on deferred compensation and issuance of ~~cash~~158,333 ~~proceeds~~shares of ~~$210.~~restricted common stocks.

During the year ended April 30, ~~2022~~2023, the Company issued ~~208~~299,~~333~~799 shares of ~~restricted~~ common stock to ~~Mr.~~the ~~Smeal~~President of Distro Plus Division valued at $~~153~~48,~~750~~567.

During the year ended April 30, ~~2023~~2024, the Company ~~issued~~awarded 62558,~~500~~340 shares of common stock to ~~Mr.~~the ~~Smeal~~President of Distro Plus Division valued at $1393,~~125~~240, ~~for~~of ~~services~~which ~~rendered~~158,333 shares of common stock was recorded as stock payable of $23,239 as of April 30, 2024.

OnDuring ~~October 18, 2022,~~ the ~~Company~~year ~~accepted~~ended ~~the~~April ~~voluntary~~30, ~~resignation~~2024 ofand ~~Mr.~~2023, ~~Smeal of~~ the Company, aincurred ~~member~~management salary of ~~the Board~~$104,196 and ~~all~~$98,716 ~~other~~to ~~positions with~~ the ~~Company~~President, respectively. OnAs ~~October~~of ~~18,~~April ~~2022~~30, ~~the~~2024 ~~Company~~and ~~entered~~April ~~into~~30, ~~a share recapture agreement for the recapture 1~~2023,~~369,333~~ ~~shares~~salary ofpayable ~~common~~was ~~stock. On November 8~~$10,000 ~~2022,~~and ~~Mr. Smeal returned 1~~$4,~~369~~038,~~333~~ ~~shares of common stock~~respectively. ~~The returned shares were immediately cancelled.~~

~~During~~Operational the years ended April 30, 2023, and 2022, the Company incurred management salary of $15,000 and $27,000 to Mr. Smeal, respectively. During the year ended April 30, 2023, Mr. Smeal forgave management salary payable of $26,077 and the Company recorded it to additional paid in capital. As of April 30, 2023 and April 30, 2022, salary payable was $0 and $11,076, respectively.Manager

~~Lawernce~~During ~~Ruhe~~the -year ~~Interim~~ended ~~Chief~~April ~~Financial~~30, ~~Officer~~2023, the Company issued 115,000 shares of common stock to the Operational Manager valued at $18,630.

OnDuring ~~August~~the 22years ended April 30, 2023, and 2022, the Company’s ~~Chief~~incurred ~~Financial~~management ~~Officer~~salary ~~resigned~~of $15,947 and ~~entered~~$0 ~~into month-~~to~~-month~~ ~~Independent~~the ~~Contractor~~Operational ~~Agreement~~Manager, ~~with~~respectively. ~~the~~As ~~Company~~of asApril ~~Interim~~30, ~~Chief~~2023, ~~Financial~~and ~~Officer~~2022, salary payable was $903 and $0, respectively.

During the year ended April 30, ~~2022~~2024, the Company ~~issued~~awarded ~~375~~165,~~000~~272 shares of common stock to ~~Mr.~~the ~~Ruhe~~Operational Manager valued at $~~129~~28,~~375~~923.

During the ~~year~~years ended April 30, 2024 and 2023, the Company ~~issued~~incurred ~~1,080,959~~management ~~shares~~salary of ~~common~~$21,440 ~~stock~~and $15,947 to ~~Mr.~~the ~~Ruhe~~Operational ~~valued~~Manager, ~~at $545~~respectively,~~269~~ This employee has been terminated.

~~During~~VP ~~the~~– ~~year~~Distro ended April 30, 2023 and 2022, the Company incurred management salary of $23,762 and $18,462 and incurred consulting fees of $193,188 and $0 to Ruhe, respectively. As of April 30, 2023 and 2022, consulting and salary payable was $87,500 and $8,077, respectively.Plus

48During ~~Table~~the year ended April 30, 2023, the Company issued 29,380 shares of ~~Contents~~common stock to the Vice President of Distro Plus Division valued at $4,760.

~~Brian~~During ~~Garabrandt~~the -years VPended ~~Sales~~April 30, 2023, and ~~Marketing~~2022, the Company incurred management salary of $12,050 and $0 to the Vice President of Distro Plus Division, respectively. As of April 30, 2023, and 2022, salary payable was $1,794 and $0, respectively.

During the year ended April 30, ~~2022~~2024, the Company ~~issued~~awarded 1,~~366~~370,~~336~~000 shares of common stock to ~~Mr.~~the ~~Garabrandt,~~Vice ~~the~~President VPof ~~Sales~~Distro ~~and~~Plus ~~Marketing~~Division valued at $1155,~~531,336~~902.

During the year ended April 30, 2024 and 2023, the Company ~~issued~~incurred ~~229,166~~management ~~shares~~salary of ~~common~~$77,174 ~~stock~~and $12,050 to ~~Mr.~~the ~~Garabrandt~~Vice ~~valued at $47~~President,~~125~~ respectively.

During the years ended April 30, 2023, and 2022, the Company incurred management salary of $81,335 and $57,800 to Mr. Garabrandt, respectively. As of April 30, 2023, and 2022, salary payable was $5,538 and $40,702, respectively.Director

~~Joseph~~During ~~Jaconi~~the -year ~~President~~ended –April ~~Distro~~30, ~~Plus~~2024, the Company awarded 2,197,687 shares of common stock to the Director valued at $333,277, of which 1,385,189 shares of common stock valued $191,089 was issued as compensation upon his termination on March 8, 2024.

During the ~~year~~years ended April 30, 2024 and 2023, the Company ~~issued~~incurred ~~299,799~~consulting ~~shares~~fees of ~~common stock to Joseph Jaconi~~$12,000 ~~President~~and of$0 ~~Distro~~to ~~Plus~~the ~~Division valued at $48~~Director,~~567~~ respectively.

~~During~~As ~~the~~of ~~years ended~~ April 30, 2023, and 2022, the ~~Company~~amount ~~incurred~~due ~~management salary of $88,716 and $0~~ to ~~Mr.~~the ~~Jaconi,~~related ~~respectively.~~parties ~~As of April 30, 2023, and 2022, salary payable~~ was $4253,~~038~~235 and $0177,932, respectively.

~~During~~51 ~~the~~Table ~~years ended April 30, 2023, and 2022, the Company incurred consulting fees~~ of ~~$10,000 and $0 to Mr. Jaconi, respectively.~~Contents

~~Operational~~Director ~~Manager~~Independence

~~During~~We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the ~~year~~board ~~ended~~of ~~April~~directors 30be “independent.” Our board of directors currently has one (1) member, ~~2023~~Brett H. Pojunis. Mr. Pojunis who serves as our Chief Executive Officer, ~~the~~Chief ~~Company~~Financial ~~issued~~Officer, ~~115~~President and Secretary,~~000~~ ~~shares~~is “independent” within the definition of ~~common~~independence ~~stock~~provided toin the ~~Operational~~Marketplace ~~Manager~~Rules ~~valued~~of atthe ~~$18,630~~National Association of Securities Dealers and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

~~During~~From ~~the~~inception ~~years~~to ~~ended~~present ~~April 30~~date, ~~2023~~we ~~and~~believe ~~2022,~~that the ~~Company~~member ~~incurred~~of ~~management~~our ~~salary~~audit committee and the board of ~~$15,947~~directors have been and $0are tocollectively ~~the~~capable ~~Operational~~of ~~Manager,~~analyzing ~~respectively.~~and Asevaluating ofour ~~April~~consolidated ~~30,~~financial ~~2023~~statements and ~~2022,~~understanding ~~salary~~internal ~~payable~~controls ~~was~~and ~~$903~~procedures ~~and~~for ~~$0,~~financial ~~respectively~~reporting.

VP – Distro Plus

During the year ended April 30, 2023, the Company issued 29,380 shares of common stock to the Vice President of Distro Plus Division valued at $4,760.

During the years ended April 30, 2023 and 2022, the Company incurred management salary of $12,050 and $0 to the Vice President of Distro Plus Division, respectively. As of April 30, 2023 and 2022, salary payable was $1,794 and $0, respectively.

As of April 30, 2023 and 2022, the amount due to the related parties was $253,235 and $177,932, respectively.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent.” Our board of directors currently has three (3) members, Brett H. Pojunis, Ronald McCormick, and Christoper Carter. We believe that all of our directors except Mr. Pojunis who serves as our Chief Executive Officer, Chief Financial Officer, President and Secretary, is “independent” within the definition of independence provided in the Marketplace Rules of the National Association of Securities Dealers and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

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.

49 Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~The~~On ~~aggregate~~October ~~fees~~3, ~~billed~~2023, ~~for~~ the ~~most~~Company ~~recently~~was ~~completed~~informed ~~fiscal~~that ~~year~~Pinnacle ~~ended~~Accountancy ~~April~~Group 30of Utah a dba of Heaton & Company, PLLC (“Pinnacle”) had sold a portion of its business to GreenGrowth CPAs (“GreenGrowth”). On November 10, 2023, the Company engaged and executed an agreement with GreenGrowth, as the Company’s new independent accountant to replace Pinnacle. The reports of Pinnacle regarding the Company’s financial statements for the fiscal ~~year~~years ended April 30, 2023 and 2022, being the two most recent fiscal years for ~~professional~~which ~~services~~the ~~rendered~~Company byhas filed audited financial statements with the ~~principal~~Securities ~~accountant~~and ~~for~~Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern. The board of ~~our~~directors ~~annual~~of ~~financial~~the ~~statements~~Company, acting as the audit committee, approved the decision to change independent accountants. During the fiscal years ended April 30, 2023 and ~~review~~2022, ofand through October 31, 2023, the ~~financial~~Company ~~statements~~had ~~included~~no indisagreements ~~our~~(as ~~quarterly~~defined ~~reports~~in onItem ~~Form~~304(a)(1)(iv) 10of Regulation S-QK and ~~services~~the ~~that~~related ~~are~~instructions ~~normally~~to ~~provided~~Item by304 of Regulation S-K) with Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the ~~accountant~~satisfaction of Pinnacle would have caused Pinnacle to make reference thereto in connection with ~~statutory~~its report. During the fiscal years ended April 30, 2023 and ~~regulatory~~2022, ~~filings~~and orthrough ~~engagements~~October ~~for~~31, ~~these~~2023, ~~fiscal~~the ~~periods~~Company ~~were~~did not experience any reportable events (as ~~follows:~~defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Pinnacle the continued existence of material weaknesses in the Company’s internal control over financial reporting.

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	2023		2022
Audit Fees	$	40,350	$	38,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	40,350	$	38,500

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2024 and for fiscal year ended April 30, 2023 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:

~~Audit~~GreenGrowth ~~committee policies & procedures~~CPAs

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	2024		2023

Audit Fees	$	16,168	$	-
Audit-Related Fees		-		-
Tax Fees		-		-

All Other Fees		-		-
Total Fees	$	16,168	$	-

Table of Contents

Pinnacle Accountancy Group of Utah

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	2024		2023

Audit Fees	$	28,614	$	40,350
Audit-Related Fees		-		-
Tax Fees		-		-

All Other Fees		-		-
Total Fees	$	28,614	$	40,350

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.

5053 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

		INCORPORATED BY REFERENCE
EXHIBIT		INCORPORATED BY REFERENCE
EXHIBITNUMBER	Exhibit Description	Form	Exhibit	Filing Date
NUMBER	Exhibit Description	Form	Exhibit	Filing Date
3.1	Articles of Incorporation	S-1	3.1	September 22, 2016
3.2	By-Laws	S-1	3.2	September 22, 2016
3.3	Articles of Merger filed with the Nevada Secretary of State on January 31, 2018	8-K	3.1	March 29, 2018
3.4	Certificate of Change filed with the Nevada Secretary of State on January 31, 2018	8-K	3.2	March 29, 2018
3.5	Agreement and Plan of Merger	8-K	3.1	August 20, 2020
3.6	Certificate of Change	8-K	3.2	August 20, 2020
10.1	Scan Based Trading Agreement dated February 3, 2023, by and between William Ray Norwood Jr. aka “Ray J” f/s/o 17, INC. and Byron Booker f/s/o LOOKHU, INC.	8-K	10.1	February 14, 2023
10.2	Scan Based Trading Agreement, dated March 5, 2023, by and between GPO Plus, Inc. and BW Gas & Convenience Retail, LLC, d/b/a Yesway and Allsup.	8-K	10.1	March 9, 2023
10.3	Trademark License Agreement, dated December 9, 2022, by and between the Company and Yuengling’s Ice Cream Corporation.	8-K	10.1	December 14, 2022
10.4	Asset Purchase Agreement, dated July 7, 2022, by and between GPO Plus, Inc. and LLC.	8-K	4.1	July 13, 2022
10.5	2023 Equity Incentive Plan	S-8	10.1	March 28, 2023
31.1*	Certification of Principal Executive Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

ITEM 16. FORM 10-K SUMMARY

None.

5154 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: August 30, 2023	by:	/s/ Brett H. Pojunis
Dated: August 19, 2024	by:	/s/ Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer,
		Chief Financial Officer, Treasurer, Secretary and
		Director
		(Principal Executive Officer,
		Principal Financial Officer and Principal Accounting
		Officer)

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.

Signature	Title	Dated
/s/ Brett H. Pojunis	Brett H. Pojunis	August 3019, ~~2023~~2024
Brett H. Pojunis	President, Chief Executive Officer, Treasurer and Secretary and Director
/s/ Ronald McCormick	Director	August 30, 2023
Ronald McCormick
/s/ Chris Harter	Director	August 30, 2023
Chris Harter

5255

Filing Compare · GPO Plus, Inc.