U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~October~~January 31, ~~2024~~2025

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

For the transition period from ________________ to ________________

Commission File Number: 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1817132
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120

(Address of principal executive offices)

(855)935-9111

(Registrant’s telephone number, including area code)

__________________________________________________________________

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

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

5758,~~758~~483,~~014~~136 ~~common~~ shares issued and outstanding as of ~~December~~March 1114, ~~2024~~2025.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3023
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3527
Item 4.	Controls and Procedures	3128
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3729
Item 1A.	Risk Factors	3729
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3729
Item 3.	Defaults Upon Senior Securities	3729
Item 4.	Mine Safety Disclosures	3729
Item 5.	Other Information	3729
Item 6.	Exhibits	3830
SIGNATURES		3931

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national, or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission (“SEC”) on August 19, 2024 (the “Form 10-K”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

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

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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GPO PLUS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	October 31,			April 30,
	January 31,			April 30,
	2024			2024
	2025			2024
ASSETS
Current Assets:
Cash	$	169,~~363~~838		$	69,415
Accounts receivable		4274,~~806~~154			57,792
Prepaid expenses		3733,~~552~~641			35,140
Inventory, net		~~157~~107,~~159~~577			402,152
Total Current Assets		~~253~~225,~~880~~210			564,499
Finance lease right-of-use assets, net		~~184~~222,~~992~~626			209,317
Property and equipment, net		~~144~~106,~~837~~964			102,409
Intangible assets, net		1912,~~513~~384			33,772
TOTAL ASSETS	$	~~603~~567,~~222~~184		$	909,997
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		1,~~508~~534,~~154~~925			1,557,548
Accrued interest		~~378~~427,~~214~~763			276,190
Accrued liabilities - related parties		~~320~~328,~~111~~177			233,200
Deposits		~~167~~4,~~662~~656			-
Convertible note payable, net of debt discount of $0		38,000			38,000
Promissory note payable, net of debt discount of $44,223 and $49,977, respectively		2,184,647			1,969,893
Promissory note payable, net of debt discount of $31,524 and $49,977, respectively		2,279,846			1,969,893
Finance lease liabilities		4561,~~663~~580			43,710
Stock payable - related parties		3639,~~282~~612			23,239
Stock payable		~~248~~352,~~272~~414			167,703
Total Current Liabilities		45,~~927~~066,~~005~~973			4,309,483
Finance lease liabilities - non-current		~~122~~144,~~804~~352			146,186
Total Liabilities		5,~~049~~211,~~809~~325			4,455,669
Commitments and Contingencies (Note 11)		-			-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 shares issued and outstanding		167,154			167,154
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 131.5 shares and 104.5 shares issued and outstanding as of October 31, 2024 and April 30, 2024, respectively		-			-
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 146.5 shares and 104.5 shares issued and outstanding as of January 31, 2025, and April 30, 2024, respectively		-			-
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding		12			12
Common stock, $0.0001 par value, 90,000,000 shares authorized; 57,643,014 shares and 57,518,014 shares issued and outstanding issued and outstanding as of October 31, 2024 and April 30, 2024, respectively		5,765			5,752
Common stock, $0.0001 par value, 90,000,000 shares authorized; 58,368,136 shares and 57,518,014 shares issued and outstanding issued and outstanding as of January 31, 2025, and April 30, 2024, respectively		5,837			5,752
Subscription receivable		-			-
Additional paid in capital		34,454,137			33,971,357
Additional paid in capital		34,242,432			33,971,357
Accumulated deficit		(41,021,381	)		(39,440,047	)
Accumulated deficit		(40,612,050	)		(39,440,047	)
Total Stockholders' Deficit		(6,561,295	)		(5,462,826	)
Total Stockholders' Deficit		(6,363,741	)		(5,462,826	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	567,184		$	909,997
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	603,222		$	909,997

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	October 31,						October 31,
	January 31,						January 31,
	2024			2023			2024			2023
	2025			2024			2025			2024
Revenues	$	1,~~189~~231,~~151~~766		$	1,~~217~~089,~~570~~583		$	23,~~396~~628,~~892~~658		$	23,~~188~~277,~~305~~888
Cost of revenue		~~963~~885,~~675~~855			1928,~~016,805~~413			12,~~909~~795,~~669~~524			12,~~763~~692,~~836~~249
Gross Profit		~~225~~345,~~476~~911			~~200~~161,~~765~~170			~~487~~833,~~223~~134			~~424~~585,~~469~~639
Operating Expenses
General and administrative		~~435~~478,~~328~~914			~~321~~453,~~033~~012			~~901~~1,~~307~~380,221			~~652~~1,~~543~~105,555
Professional fees		~~192~~72,~~451~~258			~~455~~328,~~077~~436			~~382~~454,~~573~~831			~~893~~1,~~770~~222,206
Professional fees - related parties		53,~~735~~330			6628,~~415~~194			1316,~~043~~373			~~323~~351,~~714~~908
Management fees and salaries - related parties		9390,~~110~~042			~~114~~98,~~613~~764			~~176~~266,~~650~~692			~~242~~340,~~201~~965
Total Operating Expenses		~~726~~644,~~624~~544			~~957~~908,~~138~~406			12,~~473~~118,~~573~~117			23,~~112~~020,~~228~~634
Loss from operations		(~~501~~298,~~148~~633	)		(~~756~~747,~~373~~236	)		(~~986~~1,~~350~~284,983	)		(12,~~687~~434,~~759~~995	)
Other Expense
Interest expense		(84,146	)		(218,697	)		(185,653	)		(505,119	)
Other income		12,511			8,800			12,511			8,800
Total Other Expense		(84,146	)		(218,697	)		(185,653	)		(505,119	)
Interest expense		(123,209	)		(145,202	)		(308,862	)		(650,321	)
Net Loss	$	(585,294	)	$	(975,070	)	$	(1,172,003	)	$	(2,192,878	)
Total Other Expense		(110,698	)		(136,402	)		(296,351	)		(641,521	)
Net Loss Per Common Share: Basic and Diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.05	)
Net Loss	$	(409,331	)	$	(883,638	)	$	(1,581,334	)	$	(3,076,516	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		57,684,644			43,586,080			57,658,829			41,679,959
Net Loss Per Common Share: Basic and Diluted	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.07	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		57,758,014			44,223,860			57,691,890			42,527,926

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~SIXMONTHS~~NINE MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025, AND ~~2023~~2024

(Unaudited)

~~Six~~Nine Months Ended ~~October~~January 31, ~~2024~~2025

									Stockholders' Deficit
	FoundersSeries ANon-Voting Redeemable PreferredStock				Series ANon-VotingRedeemablePreferredStock				Series AConvertiblePreferredShares				Series CPreferredShares					FoundersClass ACommonstock				Commonstock						Subscription			Additional Paid In			Accumulated			Total Stockholders'
	Founders Series A Non-Voting Redeemable Preferred Stock				Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Series C Preferred Shares					Founders Class A Common stock				Common stock						Subscription			Additional Paid In			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Shares			Amount			Receivable			Capital			Deficit			Deficit
Balance, April 30, 2024		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		105		$	-		115,000	$	12		57,518,014		$	5,752		$	-		$	33,971,357		$	(39,440,047	)	$	(5,462,826	)
Issuance of Series C Preferred Shares for cash		-		-		-		-		-		-		42			-		-		-		-			-			(60,000	)		420,000			-			360,000
Return of Series C Preferred Shares		-		-		-		-		-		-		(10	)		-		-		-		-			-			-			(100,000	)		-			(100,000	)
Net loss		-		-		-		-		-		-		-			-		-		-		-			-			-			-			(586,709	)		(586,709	)
Balance, July 31, 2024		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		137		$	-		115,000	$	12		57,518,014		$	5,752		$	(60,000	)	$	34,291,357		$	(40,026,756	)	$	(5,789,535	)
Issuance of common stock for loan inducement		-		-		-		-		-		-		-			-		-		-		125,000			13			-			1,075			-			1,088
Subscription Receivable		-		-		-		-		-		-		-			-		-		-		-			-			60,000			-			-			60,000
Return of Series C Preferred Shares		-		-		-		-		-		-		(5	)		-		-		-		-			-			-			(50,000	)		-			(50,000	)
Net loss		-		-		-		-		-		-		-			-		-		-		-			-			-			-			(585,294	)		(585,294	)
Balance, October 31, 2024		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		132		$	-		115,000	$	12		57,643,014		$	5,765		$	-		$	34,242,432		$	(40,612,050	)	$	(6,363,741	)
Issuance of common stock for loan inducement		-		-		-		-		-		-		-			-		-		-		312,500			31			-			9,666			-			9,697
Issuance of common stock for loan extension		-		-		-		-		-		-		-			-		-		-		900,000			90			-			35,790			-			35,880
Issuance of common stock for loan interest		-		-		-		-		-		-		-			-		-		-		108,000			11			-			16,189			-			16,200
Return of common stock		-		-		-		-		-		-		-			-		-		-		(595,378	)		(60	)		-			60			-			0
Issuance of Series C Preferred Shares for cash		-		-		-		-		-		-		15			-		-		-		-			-			-			150,000			-			150,000
Net loss		-		-		-		-		-		-		-			-		-		-		-			-			-			-			(409,331	)		(409,331	)
Balance, January 31, 2025		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		147		$	-		115,000	$	12		58,368,136		$	5,837		$	-		$	34,454,137		$	(41,021,381	)	$	(6,561,295	)

~~Six~~Nine Months Ended ~~October~~January 31, ~~2023~~2024

											Stockholders' Deficit
	FoundersSeries ANon-Voting Redeemable PreferredStock						Series ANon-VotingRedeemablePreferredStock				Series AConvertiblePreferredShares				Series CPreferredShares				FoundersClass ACommonstock				Commonstock				Stock			Stock Payable-Related			Additional Paid In			Accumulated			Total Stockholders'
	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				Stock			Stock Payable-Related			Additional Paid In			Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Payable			Parties			Capital			Deficit			Deficit
Balance, April 30, 2023		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		39,454,300	$	3,947	$	-		$	-		$	30,635,238		$	(34,502,113	)	$	(3,862,816	)
Issuance of common stock for conversion of debts		-			-			-		-		-		-		-		-		-		-		613,437		61		-			-			93,089			-			93,150
Stock payable		-			-			-		-		-		-		-		-		-		-		-		-		302,344			-			-			-			~~302,344~~-
Stock payable - related parties		-			-			-		-		-		-		-		-		-		-		-		-		-			257,299			-			-			~~257,299~~-
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			(1,217,808	)		(1,217,808	)
Balance, July 31, 2023		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		40,067,737	$	4,008	$	302,344		$	257,299		$	30,728,327		$	(35,719,921	)	$	(4,~~427~~987,~~831~~474	)
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		-			-			-		-		-		-		18		-		-		-		-		-		-			-			175,000			-			175,000
Issuance of common stock for loan extension		-			-			-		-		-		-		-		-		-		-		400,000		40		(57,390	)		-			76,480			-			1976,~~130~~520
Issuance of common stock for loan inducement		-			-			-		-		-		-		-		-		-		-		786,000		79		(59,201	)		-			59,122			-			(059,201	)
Issuance of common stock to related parties for services		-			-			-		-		-		-		-		-		-		-		1,470,279		147		-			(257,299	)		257,152			-			0257,299
Issuance of common stock for services		-			-			-		-		-		-		-		-		-		-		984,844		98		(173,798	)		-			173,700			-			0173,798
Stock payable		-			-			-		-		-		-		-		-		-		-		-		-		112,235			-			-			-			~~112,235~~-
Stock payable - related parties		-			-			-		-		-		-		-		-		-		-		-		-		-			66,415			-			-			~~66,415~~-
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			(975,070	)		(975,070	)
Balance, October 31, 2023		21,250		$	167,154			175,000	$	1,750,000		1,000,000	$	100		18	$	-		115,000	$	12		44,108,860	$	4,412	$	124,190		$	66,415		$	31,527,492		$	(36,694,991	)	$	(45,~~972~~162,~~370~~975	)
Issuance of Series C Preferred Shares for cash		-			-			-		-		-		-		32		-		-		-		-		-		-			-			320,000			-			320,000
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	)
Stock payable		-			-			-		-		-		-		-		-		-		-		-		-		103,896			-			-			-			-
Stock payable - related parties		-			-			-		-		-		-		-		-		-		-		-		-		-			27,135			-			-			-
Net loss		-			-			-		-		-		-		-		-		-		-		-		-		-			-			-			(883,638	)		(883,638	)
Balance, January 31, 2024		21,250		$	167,154			175,000	$	1,750,000		1,000,000	$	100		50	$	-		115,000	$	12		44,108,860	$	4,412	$	228,086		$	93,550		$	31,838,476		$	(37,578,629	)	$	(5,735,629	)

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

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GPO PLUS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	Nine Months Ended
	October 31,
	January 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,~~172~~581,~~003~~334	)	$	(23,~~192~~076,~~878~~516	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		2328,~~540~~580			~~262~~355,~~135~~575
Stock based compensation for services - related parties		1316,~~043~~373			~~323~~351,~~714~~908
Stock issued for promissory note extension		35,880			-
Other income from issuance of common stock for assets acquisition		-			(8,800	)
Other income from insurance coverage on damaged automobile		(12,511	)		-
Non-cash interest expense for promissory note extension		-			76,520
Non-cash interest expense for promissory note		-16,200			13,493
Stock payable for lease expense		1522,~~000~~500			1421,~~315~~815
Stock payable for interest expense for promissory notes		3216,~~908~~708			-
Depreciation of furniture and equipment		2538,~~446~~168			1220,~~845~~650
Depreciation of right-of-use-assets		2439,~~325~~284			1830,~~649~~218
Amortization of intangible assets		1421,~~259~~388			1421,~~259~~388
Amortization of promissory note discount		4068,~~464~~161			~~302~~386,~~215~~890
Interest expense on finance lease		712,~~630~~027			711,~~184~~593
Changes in operating assets and liabilities:
Accounts receivable		14(16,~~986~~362	)		~~(25~~11,~~674~~144	)
Prepaid expenses		(21,~~412~~499	)		526,~~073~~207
Inventory		~~244~~294,~~993~~575			~~(94~~288,~~421~~079	)
Accounts payable and accrued liabilities		(4922,~~395~~623	)		~~477~~332,~~566~~224
Accrued interest		~~102~~151,~~024~~573			99155,~~386~~133
Accrued liabilities - related parties		8694,~~911~~977			(3220,~~497~~435	)
Deposit		~~167~~4,~~662~~656			~~6,000~~-
Net cash used in Operating Activities		(~~410~~770,~~619~~281	)		(~~712~~1,~~115~~002,914	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(67,874	)		(28,000	)
Proceed from disposal of vehicle		37,662			-
Net cash used in Investing Activities		(67,874	)		(28,000	)
Purchase of property and equipment		(67,874	)		(59,503	)
Net cash used in Investing Activities		(30,212	)		(59,503	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(2948,~~059~~584	)		(2136,~~779~~917	)
Proceeds from issuance of promissory notes		~~245~~320,000			~~708~~1,058,500
Repayment of promissory notes		(60,500	)		(103,000	)
Repayment from return of series C preferred shares		(150,000	)		-
Proceeds from issuance of series C preferred shares		420,000			175,000
Proceeds from subscription of series C preferred shares		110,000			-
Net cash provided by Financing Activities		425,441			758,721
Proceeds from issuance of series C preferred shares		570,000			495,000
Net change in cash for period		(53,052	)		18,606
Net cash provided by Financing Activities		740,916			1,413,583
Net change in cash for period		(59,577	)		351,166
Cash at beginning of period		69,415			55,496
Cash at end of period	$	169,~~363~~838		$	74406,~~102~~662
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	550		$	-5,941
NON-CASH INVESTING AND FINANCING ACTIVITIES
Recognition of finance lease right-of-use assets	$	-52,593		$	121,960
Stock payable for note inducement	$	96,~~121~~923		$	2458,~~245~~393
Issuance of common stock for note inducement	$	1,088		$	59,201
Return of common stock	$	60		$	-
Issuance of common stock for note inducement	$	10,785		$	59,201
Issuance of common stock for conversion of debts	$	-		$	93,150
Issuance of common stock for conversion of Founders Series A	$	-		$	57,751

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

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GPO PLUS, INC.

NOTES TO THE UAUDITED FINANCIAL STATEMENTS

~~SIX~~NINE MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2024~~2025, AND ~~2023~~2024

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 15.4382%, and Mr. Chen no longer holds any equity interest in the Company.

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

NOTE 2 - GOING CONCERN

The Company’s financial statements as of ~~October~~January 31, ~~2024~~202 have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative deficit of $4041,~~612~~021,~~050~~381. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, are not necessarily indicative of the results that may be expected for the year ending April 30, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2024 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2024, included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on August 19, 2024.

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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.

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 ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the Company had cash of $169,~~363~~838 and $69,415, respectively.

Accounts Receivable

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

As9 ofTable ~~October 31, 2024 and April 30, 2024, the Company had accounts receivable~~ of ~~$42,806 and $57,792, respectively.~~Contents

As of ~~October~~January 31, ~~2024~~2025, ~~the~~and ~~Company~~April ~~has~~30, ~~two~~2024, ~~customers~~the ~~concentrated~~Company ~~over~~had ~~10% of the~~ accounts receivable atof ~~80%~~$74,154 and ~~14%~~$57,792, respectively.

As of January 31, 2025, the Company has two customers concentrating over 10% of the accounts receivable at 71% and 18%, respectively.

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

Prepaid Expense

Prepaid expenses relate to security deposit for an office premise and prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected within one year.

	October 31,		April 30,
	January 31,		April 30,
	2024		2024
	2025		2024
Security Deposit for office premise	$	2,000	$	2,000
Prepayment for inventory purchases		35,552		33,140
Prepayment for services to consultants		31,641		33,140
Total	$	3733,~~552~~641	$	35,140

Inventory

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

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the Company recorded inventory reserve of $118,~~829~~095 and $31,387 for slow moving or obsolete inventory.

10As ~~Table~~of January 31, 2025 and April 30, 2024, the Company had finished goods inventory, net of ~~Contents~~inventory reserve of $107,577 and $402,152, respectively. 577

As of October 31, 2024 and April 30, 2024, the Company had finished goods inventory, net of inventory reserve of $157,159 and $402,152, respectively.

	January 31, 2025		April 30, 2024
Mr Vapor	$	-	$	3,473
Nutriumph		43,164		50,039
Distro		20,230		15,675
Loon		35,617		324,142
Vyve		7,491		8,823
Coast		1,074		0
	$	107,577	$	402,152

	October 31,2024		April 30,2024
Mr Vapor	$	-	$	3,473
Nutriumph		37,318		50,039
Distro		29,329		15,675
Loon		79,680		324,142
Vyve		9,367		8,823
Coast		1,465		0
	$	157,159	$	402,152

Intangible Assets

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

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

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

Long-Lived Assets

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

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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

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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 ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, no impairment losses have been identified.

Revenue Recognition

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

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

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

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

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

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

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recognized $23,~~396~~628,~~892~~658 and $23,~~188~~277,~~280~~863 of revenues related to merchandise and product sales, and $0 and $25 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $23,~~396~~628,~~892~~658 and $23,~~188~~277,~~305~~888, respectively. The Company incurred cost of revenue of $12,~~763~~795,~~836~~524 and $572,~~621~~692,249 and generated gross profit of $~~424~~833,~~469~~134 and $24585,~~700~~639 during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, respectively. In regard to the sales that occurred during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, there are no unfulfilled obligations related to the merchandise and product sales.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company has one customer who contributed over 10% of total sales at 93%.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company has one customer contributed over 10% of total sales at 94 95%.

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 ~~October~~January 31, ~~2024~~2025, and April 30, 2024, accounts payable and accrued liabilities were $1,~~508~~534,~~154~~925 and $1,557,548, comprised of trade payable of $1,~~484~~480,~~430~~298 and $1,491,332 and payroll liabilities of $2354,~~724~~627 and $66,216, 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 certain that they will exercise a purchase option at the end of the term of the lease ·• The leased asset has no alternative use to the lessor at the end of the lease ·• The lease term is a major part of the economic life (75%) of the underlying asset ·• The present value of lease payments is substantially all of the fair value of the leased asset (90%)

Operating leases

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

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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.

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Fair Value Measurement

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, , accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

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

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

Related Party Balances and Transactions

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

Convertible Financial Instruments

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

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

Share-Based Compensation

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

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During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded $~~363~~44,~~583~~953 stock-based compensation expense and $~~585~~707,~~849~~483 stock-based compensation expense, which includes amortization of stock issued for prepaid services of $0 and $1624,~~200~~300, 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.

	Six Months Ended
	Nine Months Ended
	October 31,
	January 31,
	2024		2023
	2025		2024
Common stock award to consultants	$	2328,~~540~~580	$	~~262~~355,~~135~~575
Common stock award to management and executives - related parties		1316,~~043~~373		~~323~~351,~~714~~908
	$	3644,~~583~~953	$	~~585~~707,~~849~~483

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 ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, 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.

	October 31,		October 31,
	January 31,		January 31,
	2024		2023
	2025		2024
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		38,000		188,000
Warrants		168,000		168,000
Common Stock Payable		3,~~150~~358,~~617~~450		12,~~491~~440,~~842~~863
		4,356,617		2,847,842
		4,564,450		3,796,863

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

As of ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, convertible shares from the Company’s non-affiliate convertible notes were 38,000 shares and 188,000 shares, respectively. (Note 8)

As of ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)

As of ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company had stock payable of $~~284~~392,~~554~~026 and $~~190~~346,~~605~~003 for outstanding 3,~~150~~358,~~617~~450 shares and 12,~~491~~440,~~842~~863 shares of common stock, respectively. (Note 6)

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

	Six Months Ended
	Nine Months Ended
	October 31,
	January 31,
	2024			2023
	2025			2024
Net loss per share, basic diluted	$	(0.0203	)	$	(0.0507	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(1013.1975	)	$	(1926.0775	)
Ordinary Common stock	$	(0.0203	)	$	(0.0507	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,~~543~~576,~~829~~890			4142,~~564~~412,~~959~~926
Total weighted average shares outstanding		57,~~658~~691,~~829~~890			4142,~~679~~527,~~959~~926

New Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

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In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.

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.

16The ~~Table~~intangible assets comprised of proprietary ~~Contents~~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 $21,388 and $21,388 for the nine months ended January 31, 2025, and 2024, recorded as general and administrative expenses. As of January 31, 2025, and April 30, 2024, the intangible assets were $12,384 and $33,772, net of accumulated amortization of $73,170 and $51,781. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:

The intangible assets comprised of proprietary formula at $85,553 and Herberall trademarks with a deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $14,259 and $14,259 for the six months ended October 31, 2024 and 2023, recorded as general and administrative expenses. As of October 31, 2024 and April 30, 2024, the intangible assets were $19,513 and $33,772, net of accumulated amortization of $66,040 and $51,781. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:

	Amortization
Year Ended April 30,	Expense
2025 (excluding nine months ended January 31, 2025)	$	7,129
Thereafter		5,254
	$	12,384

	Amortization
Year Ended April 30,	Expense
2025 (excluding six months ended October 31, 2024)	$	14,259
Thereafter		5,254
	$	19,513

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment as of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, are summarized as follows:

Cost	Furniture and Equipment		~~ComputerEquipment~~Computer Equipment		Automobile			Total
April 30, 2023	$	72,504	$	9,215	$	-		$	81,719
Additions		-		-		59,503			59,503
April 30, 2024	$	72,504	$	9,215	$	59,503		$	141,222
Additions		-		-		67,874			67,874
October 31, 2024	$	72,504	$	9,215	$	127,377		$	209,096
Disposal		-		-		(31,503	)		(31,503	)
Accumulated Depreciation	Furniture and Equipment		ComputerEquipment		Automobile			Total
January 31, 2025	$	72,504	$	9,215	$	95,874		$	177,593
April 30, 2023	$	7,681	$	1,152	$	-		$	8,833
Additions		20,809		4,608		4,563			29,980
April 30, 2024	$	28,490	$	5,760	$	4,563		$	38,813
Additions		10,404		2,304		12,738			25,446
October 31, 2024	$	38,894	$	8,064	$	17,301		$	64,259
Net book value	Furniture and Equipment		ComputerEquipment		Automobile			Total
April 30, 2024	$	44,014	$	3,455	$	54,940		$	102,409
October 31, 2024	$	33,610	$	1,151	$	110,076		$	144,837

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

Accumulated Depreciation	Furniture and Equipment		Computer Equipment		Automobile			Total
April 30, 2023	$	7,681	$	1,152	$	-		$	8,833
Additions		20,809		4,608		4,563			29,980
April 30, 2024	$	28,490	$	5,760	$	4,563		$	38,813
Additions		15,607		3,456		19,106			38,168
Disposal		-		-		(6,352	)		(6,352	)
January 31, 2025	$	44,097	$	9,216	$	17,317		$	70,629

As of October 31, 2024 and April 30, 2024, Property and Equipment were $144,837 and $102,409, respectively. Depreciation expenses of $25,446 and $12,845 were incurred during the six months ended October 31, 2024 and 2023, respectively.

Net book value	Furniture and Equipment		Computer Equipment			Automobile		Total
April 30, 2024	$	44,014	$	3,455		$	54,940	$	102,409
January 31, 2025	$	28,407	$	(1	)	$	78,557	$	106,964

1714 Table of Contents

During the nine months ended January 31, 2025, and 2024, the Company acquired four automobiles of $67,874 and had no additions in property and equipment, respectively.

During the nine months ended January 31, 2025, the Company disposed of an automobile at net amount of $25,151 which was damaged from an accident. The Company received proceed from insurance coverage of $37,662 and recorded other income of $12,511.

As of January 31, 2025, and April 30, 2024, Property and Equipment were $106,964 and $102,409, respectively. Depreciation expenses of $38,168 and $20,650 were incurred during the nine months ended January 31, 2025, and 2024, respectively.

NOTE 6 - CAPITAL STOCK

Share Capital

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

·• 90,000,000 shares of ordinary common stock ·• 10,000,000 shares of founders’ class A common stock ·• 50,000,000 shares of blank check common stock ·• 500,000 shares of founders’ series A non-voting redeemable preferred stock ·• 49,500,000 shares of blank check preferred stock (including 200 shares of Series C Preferred Stock subsequent designated on December 18, 2023)

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

Equity Compensation Plans

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

Equity Compensation Plan Information

Plan category

Number of securities to

be issued

upon exercise

of outstanding

options,

warrants and

rights

Weighted average

exercise price

of outstanding

options,

warrants and

rights

Number of securities

remaining available

for future issuance

under equity

compensation plans (1)

Equity compensation plans approved by security holders

1,867,122 common

N/A

(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.

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Ordinary Common Stock

~~Six~~Nine months ended ~~October~~January 31, ~~2024~~2025

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company issued ~~125~~437,~~000~~500 shares of common stock as loan inducements for promissory notes ~~of $55,000 issued on the same date~~.

~~Six~~During the nine months ended ~~October~~January 31, ~~2023~~2025, the Company issued 900,000 shares of common stock for term extension of three promissory notes.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, the Company issued ~~613~~108,~~437~~000 shares of common stock for ~~the~~interest ~~conversion~~and offees ~~convertible~~on ~~note principal of $93,150 at~~ a ~~fixed~~promissory ~~conversion~~note ~~rate~~upon issuance of ~~$0.15 per~~the ~~share~~notes. ~~(Note 8)~~

~~During~~15 ~~the~~Table ~~six months ended October 31, 2023, 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.~~Contents

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, the Director of the Company ~~issued 400~~returned 595,~~000~~ 378 shares of common stock ~~for~~to ~~term~~the ~~extension~~Company due to previous over-issuance of ~~three~~shares ~~promissory~~during ~~notes~~prior periods.

~~During~~Nine ~~the six~~ months ended ~~October~~January 31, ~~2023, the Company issued 786,000 shares of common stock as loan inducements for promissory notes of $478,500 issued on the same dates.~~2024

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company issued 1613,~~470,279~~437 shares of common stock tofor ~~senior~~the ~~management~~conversion ~~and~~of ~~executives~~convertible note principal of $93,150. (Note 8)

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company issued ~~984~~400,~~844~~000 shares of common stock tofor ~~consultants~~the ~~and~~conversion ~~employees~~of 7,500 founders ~~for~~series ~~services~~A non-voting redeemable preferred Stock of $57,751.

AsDuring ofthe ~~October~~nine ~~31,~~months ~~2024~~ended ~~and~~January ~~April 30~~31, 2024, the Company issued 400,000 shares ~~and~~of ~~outstanding ordinary~~ common stock ~~was~~for ~~57,643,014~~term ~~shares~~extension ~~and~~of ~~57,518,014~~three ~~shares,~~promissory ~~respectively~~notes.

During the nine months ended January 31, 2024, the Company issued 786,000 shares of common stock as loan inducements for promissory notes of $478,500 issued on the same dates.

During the nine months ended January 31, 2024, the Company issued 1,470,279 shares of common stock to senior management and executives at $257,083 for services.

During the nine months ended January 31, 2024, the Company issued 984,844 shares of common stock to consultants and employees at $173,798 for services.

As of January 31, 2025, and April 30, 2024, the issued and outstanding ordinary common stock was 58,368,136 shares and 57,518,014 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.

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

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the Company had 115,000 shares of founders’ class A common stock and 21,250 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.

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Series A Convertible Preferred Stock

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

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

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

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

Series A Non-Voting Redeemable Preferred Stock

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

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

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding.

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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.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company issued 4257 shares of series C preferred stock for cash proceeds of $~~420~~570,000.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company refunded $150,000 to investors for the return of 15 shares of series C preferred stock originally issued from March to June 2024.

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the issued and outstanding shares of series C preferred stock were ~~131~~147.5 shares and 104.5 shares, respectively.

20 Table of Contents

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 ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and year ended April 30, 2024:

	Number ofShares		Weighted- Average Exercise Price
	Number of Shares		Weighted- Average Exercise Price
Balances as of April 30, 2023		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of April 30, 2024		168,000	$	1.25
Granted		-		-
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of October 31, 2024		168,000	$	1.25
Balances as of January 31, 2025		168,000	$	1.25

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

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

21The ~~Table~~following table summarizes information relating to outstanding and exercisable warrants as of ~~Contents~~January 31, 2025:

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

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number

Remaining Contractual

Weighted Average

Number

Weighted Average

of Shares

life (in years)

Exercise Price

of Shares

Exercise Price

168,000

1.25

~~Aggregate~~17 ~~intrinsic~~Table ~~value is the sum~~ of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on October 31, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of October 31, 2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.062 on October 31, 2024.Contents

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on January 31, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of January 31, 2025, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.036 on January 31, 2025.

Stock Payable

As of ~~October~~January 31, ~~2024~~2025 and April 30, 2024, the Company had stock payable of $~~284~~392,~~554~~026 and $190,942 for outstanding 110 shares of $110,000 and 0 shares of Preferred C shares and outstanding 3,~~150~~358,~~617~~450 and 1,691,213 common shares, comprised of stock payable of $3639,~~282~~612 and $23,239 for outstanding ~~343~~435,~~333~~833 and 158,333 common shares to related parties and stock payable of $~~248~~242,~~272~~414 and $167,703 for outstanding 2,~~807~~922,~~284~~617 and 1,532,880 common shares to non-affiliates, respectively. As of ~~October~~January 31, ~~2024~~2025, 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 ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded stock payable of $1522,~~000~~500 and $1421,~~315~~815 for outstanding ~~215~~424,~~904~~237 common shares and 96148,~~677~~365 common shares for office rent, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded stock payable of $96,~~121~~923 and $2458,~~245~~393 for outstanding ~~487~~362,500 common shares and ~~384~~664,000 common shares for loan inducements of promissory notes issued during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~October~~January 31, ~~2023~~2024, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded stock payable of $3216,~~908~~708 and $13,493 for interest and fees on a promissory note upon issuance of the notes, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded stock payable of $2328,~~540~~580 and $72157,~~137~~477 for outstanding ~~355~~495,000 common shares and ~~487~~916,415 common shares to consultants and employees for services, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded stock payable of $1316,~~043~~373 and $6694,~~415~~825 for outstanding ~~185~~277,~~000~~500 common shares and ~~448~~637,~~750~~083 common shares to executives and senior management, respectively. (Note 7)

22 Table of Contents

NOTE 7 - RELATED PARTY TRANSACTIONS

Related party compensation for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, and shareholding and salary payable as of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, are summarized as below:

	Six Months Ended October 31, 2024
	Nine Months Ended January 31, 2025
Title	Wages Expense		Management /Consulting Fees		Stock Compensation
CEO and CFO	$	76125,~~751~~306	$	-	$	811,~~813~~063
Advisor - Affiliate		-		3045,000		-
President - Distro Plus		-		-		-
Operational Manager		-		-		-
VP - Distro Plus		6991,~~899~~886		-		45,~~230~~310
Director		-		-		-
	$	~~146~~217,~~650~~192	$	3045,000	$	1316,~~043~~373
	Six Months Ended October 31, 2023
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
CEO and CFO	$	39,682	$	-	$	20,187
Advisor - Affiliate		-		30,000		-
President - Distro Plus		91,090		-		87,576
Operational Manager		21,440		-		28,923
VP - Distro Plus		47,989		-		9,690
Director		-		12,000		177,338
	$	200,201	$	42,000	$	323,714

	As of October 31, 2024
	Nine Months Ended January 31, 2024
	Common Stock		ConvertibleSeries APreferred		Series Anon-votingredeemablepreferred		Salary/ConsultingFees
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
Title	(Shares)		(Shares)		(Shares)		Payable		Stock Payable
CEO and CFO	$	81,155	$	-	$	29,256
CEO and CFO		8,912,500		500,000		-	$	900	$	8,813
Advisor - Affiliate		-		45,000		-
Advisor - Affiliate		6,453,000		500,000		175,000		240,000		-
President - Distro Plus		104,196		-		93,240
President - Distro Plus		699,806		-		-		5,000		23,239
Operational Manager		21,440		-		28,923
Operational Manager		194,652		-		-		-		-
VP - Distro Plus		77,174		-		15,102
VP - Distro Plus		1,485,000		-		-		3,653		4,230
Director		-		12,000		185,387
Director		2,489,128		-		-		-		-
	$	283,965	$	57,000	$	351,908
		20,234,086		1,000,000		175,000	$	249,553	$	36,282

2318 Table of Contents

	As of April 30, 2024
	As of January 31, 2025
	Common Stock		~~ConvertibleSeries~~Convertible ~~APreferred~~Series A Preferred		Series ~~Anon~~A non-~~votingredeemablepreferred~~voting redeemable preferred		~~Salary/ConsultingFees~~
Title	(Shares)		(Shares)		(Shares)		Salary/Consulting Fees Payable		Stock Payable
CEO and CFO		8,912,500		500,000		-	$	1312,~~200~~000	$	-11,063
Advisor - Affiliate		6,453,000		500,000		175,000		~~210~~255,000		-
President		699,806		-		-		10,000		23,239
President - Distro Plus		699,806		-		-		5,000		23,239
COO		194,652		-		-		-		-
Operational Manager		194,652		-		-		-		-
Interim CFO/Consultant		1,485,000		-		-		-		-
VP - Distro Plus		1,485,000		-		-		-		5,310
VP Sales and Marketing		2,489,128		-		-		-		-
Director		1,893,750		-		-		-		-
		20,234,086		1,000,000		175,000	$	233,200	$	23,239
		19,638,708		1,000,000		175,000	$	272,000	$	39,612

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

CEO and CFO

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company awarded ~~125~~187,000 shares of common stock to the CEO and CFO valued at $2130,~~063~~132, of which 62125,~~500~~000 shares were recorded as stock payable of $918,~~250~~319 as of ~~October~~January 31, ~~2023~~2024.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company awarded ~~125~~187,~~000~~500 shares of common stock to the CEO and CFO valued at $811,~~813~~063 recorded as stock payable as of ~~October~~January 31, ~~2024~~2025.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company incurred management salary expenses of $76125,~~751~~306 and $3981,~~682~~155 to the CEO and CFO, respectively. As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, salary payable was $~~900~~12,000 and $13,200, respectively.

Advisor - Affiliate

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company incurred consulting fees of $3045,000 and $3045,000 to the affiliated advisor, respectively. As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the total amount due to the affiliated advisor was $~~240~~255,000 and $210,000, respectively.

President – Distro Plus

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company awarded ~~125~~558,~~000~~340 shares of common stock to the ~~CEO~~President ~~and~~of ~~CFO~~Distro Plus Division valued at $2193,~~063~~240, of which 62158,~~500~~333 shares ~~were~~of common stock was recorded as stock payable of $923,~~250~~239 as of ~~October~~January 31, ~~2023~~2024.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, and 2024, the Company incurred management salary of $~~91,090~~0 and $104,196 to the President, respectively. As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, salary payable was $5,000 and $10,000, respectively.

24 Table of Contents

Operational Manager

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company awarded 165,272 shares of common stock to the Operational Manager valued at $28,923.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, and 2024, the Company incurred management salary of $0 and $21,440 to the Operational Manager.

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VP – Distro Plus

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company awarded 6090,000 shares of common stock to the Vice President of Distro Plus Division valued at $915,~~690~~102, of which 3060,000 shares of common stock was recorded as stock payable of $410,~~440~~068 as of ~~October~~January 31, ~~2023~~2024.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company awarded 6090,000 shares of common stock to the Vice President of Distro Plus Division valued at $45,~~230~~310 recorded as stock payable as of ~~October~~January 31, ~~2024~~2025.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company incurred management salary of $6991,~~899~~886 and $4777,~~989~~174 to the Vice President of Distro Plus Division, respectively.

Director

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company awarded 1,~~050~~106,~~000~~250 shares of common stock to the Director valued at $~~177~~185,~~338~~387, of which ~~237~~293,~~500~~750 shares of common stock was recorded as stock payable of $3543,~~150~~199 as of ~~October~~January 31, ~~2023~~2024.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, and 2024, the Company incurred consulting fees of $0 and $12,000 to the Director., respectively.

NOTE 8 - COVERTIBLE NOTE PAYABLE

Convertible note payable on ~~October~~January 31, ~~2024~~2025, and April 30, 2024, consists of the following:

	October 31,2024		April 30,2024
	January 31,2025		April 30,2024
Dated June 16, 2021	$	20,000	$	20,000
Dated September 8, 2021		18,000		18,000
Total convertible note payable	$	38,000	$	38,000

On June 16, 2021, the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of March 16, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. On June 16, 2021, the Company recorded a total debt discount of $196,667 comprising original issue discount of $30,000 and discount from warrants of $166,667. During the year ended April 30, 2022, the Company recorded amortization of debt discount of $194,930 reporting under interest expense in the statements of operations. On January 31, 2022, the Company issued 15,000 shares of common stock for the conversion of convertible note principal of $15,000 at a fixed conversion rate of $1 per share. On April 28, 2022, an agreement was reached for the extension of the expiry date to October 16, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. On May 5, 2022, the Company reduced the warrants exercise price of the attached warrants from $1.25 per share to $0.15 per share. The Company assessed the note and warrant amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment resulted in a less than 5% change in present value of cash flows as compared to the original convertible notes, the note amendment is regarded as a note modification, and no incremental expense was noted. On May 25, 2022, the Company issued 280,000 shares of common stock through the exercise of the warrant shares from this note for proceeds of $42,000. During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. During the year ended April 30, 2024, the Company issued 500,000 shares of common stock for the conversion of convertible note principal of $75,000 at a fixed conversion rate of $0.15 per share. As of ~~October~~January 31, ~~2024~~2025, the debt discount was fully amortized. As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the convertible note principal balance was $20,000.

On September 8, 2021, the Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note had a payment term of nine months for expiry date of June 8, 2022, and bears interest at 9% per annum. Additionally, the Company issued to the investor 168,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 ~~Table~~per share. On September 8, 2021, the Company recorded total debt discount of ~~Contents~~$117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, 2023, and 2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. During the year ended April 30, 2024, the Company issued 1,500,000 shares of common stock for the conversion of convertible note principal of $150,000 at a fixed conversion rate of $0.10 per share. As of January 31, 2025, the debt discount was fully amortized. As of January 31, 2025, and April 30, 2024, the convertible note was $18,000.

OnDuring ~~September 8, 2021,~~ the ~~Company issued a $168,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $147,000, convertible at a fixed rate of $1 per share. The note had a payment term of~~ nine months ~~for~~ended ~~expiry~~January ~~date of June 8~~31, ~~2022~~2025, and ~~bears interest at 9% per annum. Additionally~~2024, 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~~interest ~~debt~~expenses ~~discount~~ of $~~117~~2,~~393~~587 ~~comprising original issue discount of $21,000~~ and ~~discount from warrants of~~ $9613,~~393. On April 28~~991, ~~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~~respectively.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~~January ~~convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes~~31, ~~the note amendment is regarded as a note modification. During the years ended April 30~~2025, ~~2023,~~ and ~~2022, the Company recorded amortization of debt discount of $15,480 and $101,913 reporting under interest expense in the statements of operations, respectively. During the year ended~~ April 30, 2024, the ~~Company~~accrued ~~issued 1,500,000 shares~~interest ofpayable ~~common~~was ~~stock for the conversion of convertible note principal of~~ $~~150~~82,~~000 at~~632 aand ~~fixed conversion rate of~~ $~~0.10 per share. As of October 31~~80, ~~2024~~046, ~~the debt discount was fully amortized~~respectively. ~~As of October 31, 2024 and April 30, 2024, the convertible note was $18,000.~~

~~During~~As ~~the~~of ~~six~~January ~~months ended October~~ 31, ~~2024~~2025 and ~~2023, the Company recorded interest expenses of $1,725 and $9,726, respectively. As of October31, 2024 and~~ April 30, 2024, the ~~accrued~~convertible ~~interest~~note payable was $8138,~~770 and $80,046, respectively~~000.

As20 Table of ~~October 31, 2024 and April 30, 2024, the convertible note payable was $38,000.~~Contents

NOTE 9 - PROMISSORY NOTE PAYABLE

Promissory note payable on ~~October~~January 31, ~~2024~~2025, and April 30, 2024, consists of the following:

	October 31,2024			April 30,2024
	January 31, 2025			April 30, 2024
August 2022	$	112,500		$	137,500
September 2022		110,000			110,000
October 2022		229,350			229,350
November 2022		60,500			60,500
January 2023		330,000			330,000
February 2023		55,000			55,000
March 2023		55,000			55,000
May 2023		85,800			85,800
June 2023		231,220			236,720
August 2023		165,000			165,000
September 2023		125,000			125,000
November 2023		130,000			160,000
January 2024		150,000			150,000
February 2024		120,000			120,000
September 2024		110,000			-
October 2024		159,500			-
Total promissory notes payable, gross		2,228,870			2,019,870
January 2025		82,500			-
Less: Unamortized debt discount		(44,223	)		(49,977	)
Total promissory notes payable, gross		2,311,370			2,019,870
Total promissory notes	$	2,184,647		$	1,969,893
Less: Unamortized debt discount		(31,524	)		(49,977	)
Total promissory notes	$	2,279,846		$	1,969,893

26 Table of Contents

The terms of the promissory notes are summarized as follows:

·• Loan Expiry Term of Six Months to One Year ·• Weighted Average Remaining Term of 0.5165 years ·• Annual interest rate of 10%-18% ·• Convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company issued promissory notes for aggregate principal amount of $~~269~~352,~~500~~000 and $~~768~~1,118,500 for proceeds of $~~245~~320,000 and $~~708~~1,058,500, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company made repayment on principal balance of promissory notes of $60,500 and $103,000 and accrued interest of promissory notes of $550 and $5,941, respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company issued 113,437 shares of common stock for the repayment of $18,150 of a promissory note.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, and 2024, the Company issued an aggregate of 900,000 shares and 400,000 shares of common stock for term extension of three promissory notes, respectively. This amount is reflected in interest expense in the statements of operations.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company ~~recorded~~issued ~~stock payable of $9~~437,~~121 and $24,245 for outstanding 487,~~500 ~~common~~ shares and ~~384~~ 786,000 shares of common ~~shares~~stock ~~for~~as loan ~~inducement~~inducements offor promissory notes issued ~~during~~on the ~~six~~same ~~months ended October 31~~dates, ~~2024 and 2023,~~ respectively.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024 and 2023~~2025, the Company ~~recorded~~issued 108,000 shares ~~stock~~of ~~payable~~common ofstock ~~$32,908~~for interest and ~~$13,493~~fees ~~for~~on ~~interest~~a ~~expense~~promissory note upon issuance of ~~promissory~~the notes~~, respectively~~.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company recorded ~~interest~~stock ~~expenses~~payable of $106,~~848~~923 and $~~109~~58,~~094,~~393 ~~respectively.~~for ~~During~~outstanding ~~the six months ended October 31~~362,500 ~~2024~~common shares and ~~2023~~664,000 ~~the~~common ~~Company~~shares ~~made~~for ~~repayment~~loan oninducement ~~note~~of ~~interest~~promissory ofnotes ~~$550~~issued ~~and~~during ~~$5,941,~~the ~~respectively.~~nine Asmonths ofended ~~October~~January 31, ~~2024~~2025, and ~~April 30,~~ 2024, ~~the accrued interest payable was $296,443 and $196,145,~~ respectively.

During the nine months ended January 31, 2025, and 2024, the Company recorded stock payable of $16,708 and $46,325 for interest expense of promissory notes, respectively.

During the nine months ended January 31, 2025, and 2024, the Company recorded interest expenses of $153,985 and $160,577, respectively. During the nine months ended January 31, 2025, and 2024, the Company made repayment on note interest of $550 and $5,941, respectively. As of January 31, 2025, and April 30, 2024, the accrued interest payable was $349,580 and $196,145, respectively.

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NOTE 10 – LEASES

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

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

As of ~~October~~January 31, ~~2024~~2025, and April 30, 2024, the finance lease obligations included in current liabilities were $4561,~~663~~580 and $43,710 and finance lease obligations included in non-current liabilities was $~~122~~144,~~804~~352 and $146,186, respectively. During ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, repayment on finance lease was $2945,~~059~~184 and $21,779, respectively. During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, interest expense was $712,~~630~~028 and $7,184 and depreciation on the right-of-used assets was $2439,~~325~~284 and $18,649, respectively.

27As ~~Table~~ of ~~Contents~~January 31, 2025, and April 30, 2024, the Company had the following lease obligations:

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

	Discount		January 31,		April 30,
	Rate	Maturity	2025		2024
Current	6.13% - 10.51%	March 2027 - July 2029	$	61,580	$	43,710
Non-current	6.13% - 10.51%	March 2027 - July 2029		144,352		146,186
			$	205,932	$	189,896

	Discount			October 31,		April 30,
Balance - April 30, 2023	$	113,604
	Rate		Maturity	2024		2024
Lease liability additions		111,960
Current	6.13% - 10.51%		March 2027 - July 2029	$	45,663	$	43,710
Repayment of Lease liability		(51,447	)
Non-current	6.13% - 10.51%		March 2027 - July 2029		122,804		146,186
Imputed interest		15,779
				$	168,467	$	189,896
Balance - April 30, 2024	$	189,896
Lease liability additions		49,192
Repayment of Lease liability		(45,184	)
Imputed interest		12,028
Balance - January 31, 2025	$	205,932

The following table summarizes the maturity of our lease liabilities as of ~~October~~January 31, ~~2024~~2025:

Balance - April 30, 2023	$	113,604
Year Ended April 30,
Lease liability additions		111,960
2025	$	19,317
Repayment of Lease liability		(51,447	)
2026		77,268
Imputed interest		15,779
2027		74,397
Balance - April 30, 2024	$	189,896
2028		34,832
Lease liability additions		-
Thereafter		29,722
Repayment of Lease liability		(29,059	)
Total lease payments		235,537
Imputed interest		7,630
Less: imputed interest		(29,605	)
Balance - October 31, 2024	$	168,467
Lease liabilities	$	205,932

Year Ended April 30,
2025	$	29,059
2026		58,118
2027		55,247
2028		23,661
Thereafter		29,722
Total lease payments		195,807
Less: imputed interest		(27,340	)
Lease liabilities	$	168,467

As of January 31, 2025, the Company has right-of-use assets as follows:

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

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		52,592
Depreciation		(39,284	)
Balance – January 31, 2025	$	222,626

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		-
Depreciation		(24,325	)
Balance - October 31, 2024	$	184,992

28 Table of Contents

NOTE 11 - COMMITMENTS AND CONTINGENCIES

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

On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,000 per month, consisting of $2,000 payable in common shares of the Company and $2,000 payable in cash. As of ~~October~~January 31, ~~2024~~2025, the lease is currently on a month-to-month basis.

The Company also operates a Regional Distribution Hub in Lubbock, Texas. This office is located at 512 East 42nd Street Lubbock, Texas 79404. This office is approximately 9,940 square feet and is currently leased for a term ending December 31, 2024, at a cost of $4,500 per month.

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

NOTE 12 - SUBSEQUENT EVENTS

Subsequent to ~~October~~January 31, ~~2024~~2025, and through the date that these financials were issued, the Company had the following subsequent events:

On ~~August~~January 2531, ~~2024~~2025, the Company ~~was~~entered ~~served~~into ~~with~~ a ~~Complaint,~~Security ~~filed~~Purchase inAgreement ~~the~~with ~~Eighth~~an ~~Judicial~~investor ~~District~~pursuant ~~Court,~~to ~~Clark County, State of Nevada~~ which the Company ~~and~~issued ~~its~~a ~~counsel~~$33,400 ~~believe~~Promissory toNote befor a ~~non-material~~purchase ~~litigation~~price ~~Case~~of $30,400, ~~because~~convertible ~~the~~at ~~matter~~25% ~~had~~of ~~been~~the ~~resolved.~~average ~~The details~~ of the ~~Complaint~~five ~~can~~(5) belowest ~~found~~Daily inVWAP ~~Case~~over ~~No.~~the ~~A-24-899399~~ten ~~C Department 20 Nicholas Bell~~ (~~“Plaintiff”~~10) ~~vs.~~consecutive ~~GPO~~VWAP ~~Plus,~~Trading ~~Brett~~Days ~~Pojunis~~immediately ~~and~~preceding ~~Laurence~~the ~~Ruhe.~~date ~~The~~on ~~complaint,~~ which ~~alleges~~the ~~among~~Market ~~other~~Price ~~matters~~is ~~(i)~~being ~~Breach~~determined, ofthe ~~contract.~~Holder ~~The~~elects ~~Company~~to ~~has~~convert ~~instructed~~all ~~counsel~~or topart ~~contact~~of ~~opposing~~the ~~counsel~~note ~~and~~in ~~share~~the ~~with~~event ~~them~~of ~~the~~default. ~~Settlement~~The ~~Agreement~~note ~~and~~matures ~~alternatively~~on ~~file~~December a31, ~~motion~~2025 toand ~~dismiss~~accrues ~~the~~interest ~~complaint~~at ~~for~~10%. ~~which~~The ~~the~~ Company ~~feels there~~ is noalso ~~basis~~obligated to ~~support~~issue ~~the~~76,000 ~~lawsuit~~of tocommon ~~continue~~shares inrelated ~~light~~to ofthis ~~the~~transaction ~~issues~~as ~~having~~note ~~been settled~~inducement.

~~Effective~~On asFebruary ~~of October 21~~28, ~~2024~~2025, ~~Green~~the ~~Growth~~Company ~~CPAs~~entered ~~(“Green~~into ~~Growth”)~~a ~~were~~Security ~~dismissed~~Purchase asAgreement with an investor pursuant to which the ~~independent~~Company ~~registered~~issued ~~public~~a ~~accounting~~$55,000 ~~firm~~Promissory ~~engaged~~Note tofor ~~audit~~a ~~the~~purchase ~~financial~~price ~~statements~~of $50,000, convertible at 25% of ~~GPO~~the ~~Plus,~~average ~~Inc.~~of the five (5) lowest Daily VWAP over the ~~“Company”~~ten (10). ~~Also,~~consecutive onVWAP ~~such~~Trading ~~date,~~Days immediately preceding the ~~Company’s~~date ~~Board~~on ofwhich ~~Directors~~the ~~engaged~~Market ~~Bush~~Price &is ~~Associates~~being ~~CPA~~determined, ~~LLC~~the ~~(“Bush”),~~Holder elects to ~~serve~~convert asall ~~its~~or ~~independent~~part ~~registered~~of ~~public~~the ~~accounting~~note ~~firm~~in tothe ~~review~~event ~~its~~of ~~Quarterly~~default. ~~Report~~The note matures on ~~Form~~February 28, 2026, and accrues interest at 10-Q%. ~~for~~The ~~the~~Company ~~quarter~~is ~~ended~~also ~~October~~obligated 31to issue 125,000 ~~2024~~of ~~and~~common ~~for~~shares ~~the~~related ~~fiscal~~to ~~year~~this ~~ending~~transaction ~~April~~as ~~30,~~note ~~2025~~inducement.

~~From~~On ~~November~~March 2913, ~~2024~~2025, tothe ~~December~~Company 6,received ~~2024~~$20,000 ~~the~~cash ~~Company~~proceed ~~has~~from ~~issued~~the 10subscription of 2 shares of series C preferred stock ~~for cash proceeds of $100,000~~.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we, “us,” “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

General Overview

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

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

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

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.

3023 Table of Contents

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, and the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024 which are included herein.

Three Months Ended October 31, 2023, Compared to the Three Months October 31, 2022
	Three Months Ended
	October 31,
	2024			2023			Changes			%
Revenues	$	1,189,151		$	1,217,570		$	(28,419	)		(2	)%
Cost of revenue		963,675			1,016,805			(53,130	)		(5	)%
Gross Profit		225,476			200,765			24,711			12	%
Operating Expenses		(726,624	)		(957,138	)		230,514			(24	)%
Loss from Operations		(501,148	)		(756,373	)		225,225			(34	)%
Other Expenses		(84,146	)		(218,697	)		134,551			(62	)%
Net Loss	$	(585,294	)	$	(975,070	)	$	389,776			(40	)%

Three Months Ended January 31, 2025, Compared to the Three Months January 31, 2024

	Three Months Ended
	January 31,
	2025			2024			Changes		%

Revenues	$	1,231,766		$	1,089,583		$	142,183		13	%
Cost of revenue		(885,855	)		(928,413	)		42,558		-5	%
Gross Profit		345,911			161,170			184,741		115	%
Operating Expenses		(644,544	)		(908,406	)		263,862		-29	%
Loss from Operations		(298,633	)		(747,236	)		448,603		-60	%
Other Expenses		(110,698	)		(136,402	)		25,704		-19	%
Net Loss	$	(409,331	)	$	(883,638	)	$	474,307		-54	%

Revenues

We had revenues of $1,~~189~~231,~~151~~766 from operations during the three months ~~October~~January 31, ~~2024~~2025, as compared to $1,~~217~~089,~~750~~583 of revenues during the three months ended ~~October~~January 31, ~~2023~~2024. The ~~decrease~~increase in revenue is attributed to aan ~~decrease~~increase in the availability of inventory during the three months ended ~~October~~January 31, ~~2024~~2025.

Net Loss

Our unaudited financial statements report a net loss of $~~585~~409,~~294~~331 for the three months ended ~~October~~January 31, ~~2024~~2025, compared to a net loss of $~~975~~883,~~070~~638 for the three months ended ~~October~~January 31, ~~2023~~2024. The decrease in net loss was due to ~~and~~an increase in gross profit, a decrease in operating expenses and a decrease in other expenses.

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Expenses

Our operating expenses for the three months ended ~~October~~January 31, ~~2024~~2025, were $~~726~~644,~~624~~544 compared to $~~957~~908,~~138~~406 for the three months ended ~~October~~January 31, ~~2023~~2024. Operating expenses for the three months ended ~~October~~January 31, ~~2024~~2025, consisted of $~~435~~478,~~328~~914 in general and administrative, $~~192~~72,~~451~~258 in professional fees, $53,~~735~~330 in professional fees – related parties and $9390,~~110~~042 in management fees and salaries – related parties. Operating expenses for the three months ended ~~October~~January 31, ~~2023~~2024, consisted of $~~321~~453,~~033~~012 in general and administrative, $~~455~~328,~~077~~436 in professional fees, $6628,~~415~~194 in professional fees – related parties and $~~114~~98,~~613~~764 in management fees and salaries – related parties. The decrease in operating expenses during the three months ended ~~October~~January 31, ~~2024~~2025, was mainly due to the decrease in professional fees, professional fees – related parties and management fees and salaries- related parties.

Our other expenses for the three months ended ~~October~~January 31, ~~2024~~2025, were $84110,~~146~~698 compared to $~~218~~136,~~697~~402 for the three months ended ~~October~~January 31, ~~2023~~2024. During the three months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, the Company incurred interest expenses from loans of $6691,~~002~~114 and $8855,~~620~~983, interest expense from finance leases of $34,~~698~~398 and $4,~~369~~545 and debt discount amortization of $1427,~~446~~697 and $~~125~~84,~~708~~675, respectively.

Nine Months Ended January 31, ~~Table~~2025, ofCompared ~~Contents~~to the Nine Months Ended January 31, 2024

Six Months Ended October 31, 2023, Compared to the Six Months October 31, 2022
	Nine Months Ended
	Six Months Ended
	January 31,
	October 31,
	2025			2024			Changes			%
	2024			2023			Changes			%
Revenues	$	3,628,658		$	3,277,888		$	350,770			11	%
Revenues	$	2,396,892		$	2,188,305		$	208,587			10	%
Cost of revenue		(2,795,524	)		(2,692,249	)		(103,275	)		4	%
Cost of revenue		1,909,669			1,763,836			145,833			8	%
Gross Profit		833,134			585,639			247,495			42	%
Gross Profit		487,223			424,469			62,754			15	%
Operating Expenses		(2,118,117	)		(3,020,634	)		902,517			-30	%
Operating Expenses		(1,473,573	)		(2,112,228	)		638,655			(30	)%
Loss from Operations		(1,284,983	)		(2,434,995	)		1,150,012			-47	%
Loss from Operations		(986,350	)		(1,687,759	)		701,409			(42	)%
Other Expenses		(296,351	)		(650,321	)		353,970			-54	%
Other Expenses		(185,653	)		(505,119	)		319,466			(63	)%
Net Loss	$	(1,581,334	)	$	(3,076,516	)	$	1,495,182			-49	%
Net Loss	$	(1,172,003	)	$	(2,192,878	)	$	1,020,875			(47	)%

Revenues

We had revenues of $23,~~396~~628,~~892~~658 from operations during the ~~six~~nine months ~~October~~January 31, ~~2024~~2025, as compared to $23,~~188~~277,~~305~~888 of revenues during the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024. The increase in revenue is attributed to an increase in business activities during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025.

Net Loss

Our unaudited financial statements report a net loss of $1,~~172~~581,~~003~~334 for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, compared to a net loss of $23,~~192~~076,~~878~~516 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024. The decrease in net loss was due to an increase in gross profit, a decrease in operating expenses and a decrease in other expenses.

Expenses

Our operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, were $12,~~473~~118,~~573~~117 compared to $23,~~112~~020,~~228~~634 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024. Operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, consisted of $~~901.307~~1,380,221 in general and administrative, $~~382~~454,~~573~~831 in professional fees, $1316,~~043~~373 in professional fees – related parties and ~~176~~266,~~650~~692 in management fees and salaries – relates parties. Operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, consisted of $~~652~~1,~~543~~105,555 in general and administrative, $~~893~~1,~~770~~222,206 in professional fees, $~~323~~351,~~714~~908 in professional fees – related parties and $~~242.201~~340,965 in management fees and salaries – related parties. The decrease in operating expenses during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025 was mainly due to a decrease in professional fee, professional fee – related parties and management fees and salaries – related parties During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2025, the Company incurred stock-based compensation of $2328,~~540~~580 for common stock award to consultants and employees and 13$16,~~043~~373 for common stock award to related parties, as compared to stock-based compensation of $~~262~~355,~~135~~575 for common stock award to consultants and employees and $~~323~~351,~~714~~908 for common stock award to related parties during the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024. Stock-based compensation was recorded under professional fees in the statements of operations.

32Our ~~Table~~other expenses for the nine months ended January 31, 2025, were $296,351 compared to $641,521 for the nine months ended January 31, 2024. During the nine months ended January 31, 2025, and 2024, the Company incurred interest expenses from loans of ~~Contents~~$228,673 and $251,635, interest expense from finance leases of $12,028 and $11,797 and debt discount amortization of $68,161 and $386,890, respectively.

~~Our~~25 ~~other~~Table expenses for the six months ended October 31, 2024 were $185,653 compared to $505,119 for the six months ended October 31, 2023. During the six months ended October 31, 2024 and 2023, the Company incurred interest expenses from loans of ~~$137,559 and $195,652, interest expense from finance leases of $7,630 and $7,252 and debt discount amortization of $40,464 and $302,215, respectively.~~Contents

Liquidity and Financial Condition
Working Capital
	October 31,			April 30,
	2024			2024
Current Assets	$	253,880		$	564,499
Current Liabilities	$	4,927,005		$	4,309,4836
Working Capital (Deficiency)	$	(4,673,125	)	$	(3,744,984	)

Liquidity and Financial Condition

~~Our~~Working total current assets as of October 31, 2024 were $253,880 as compared to total current assets of 564,499 as of April 30, 2024, due to the decrease in inventory, cash and accounts receivable. Our total current liabilities as of October 31, 2024 were $4,927,005 as compared to total current liabilities of $4,309,483 as of April 30, 2024, due primarily to the increase in promissory note payable, deposits, accrued interest and stock payableCapital

Our working capital deficit on October 31, 2024 was $4,673,125 as compared to working capital deficit of $3,744,984 as of April 30, 2024, due to the factors noted above.

	January 31,			April 30,
	2025			2024

Current Assets	$	225,210		$	564,499
Current Liabilities	$	5,066,973		$	4,309,483
Working Capital (Deficiency)	$	(4,841,763	)	$	(3,744,984	)

Cash Flows
	Six Months Ended
	October 31,
	2024			2023
Cash Flows used in Operating Activities	$	(410,619	)	$	(712.115	)
Cash Flows used in Investing Activities		(67,874	)		(28,000	)
Cash Flows provided by Financing Activities		425,441			758,721
Net increase in cash during period	$	(53,052	)	$	18,606

Our total current assets as of January 31, 2025, were $225,210 as compared to total current assets of 564,499 as of April 30, 2024, due to the decrease in inventory, cash and prepaid expenses. Our total current liabilities as of January 31, 2025, were $5,006,973 as compared to total current liabilities of $4,309,483 as of April 30, 2024, due primarily to the increase in promissory note payable, deposits, accrued interest and stock payable

Our working capital deficit on January 31, 2025, was $4,841,763 as compared to working capital deficit of $3,744,984 as of April 30, 2024, due to the factors noted above.

Cash Flows

	Nine Months Ended
	January 31,
	2025			2024

Cash Flows used in Operating Activities	$	(770,281	)	$	(1,002,914	)
Cash Flows used in Investing Activities		(30,212	)		(59,503	)
Cash Flows provided by Financing Activities		740,916			1,413,583
Net increase (decrease) in cash during period	$	(59,577	)	$	351,166

Operating Activities

Net cash used in operating activities was $~~410~~770,~~619~~281 for the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, compared with $~~712~~1,~~115~~002,914 net cash used in operating activities during the same period in ~~2023~~2024.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, net cash used in operating activities was attributed to net loss of $1,~~172~~581,~~003~~334 decreased by stock-based compensation of $3644,~~583~~953, stock issued for promissory note extension of $35,880, non-cash interest expense for promissory note of $16,200, stock payable for lease expense of $1522,~~000~~500, stock payable for interest expense for promissory ~~notes~~note s of $3216,~~908~~708, depreciation of furniture and equipment of $2538,~~446~~168, depreciation of right-of-use -assets of $2439,~~325~~284, amortization of intangible assets of $1421,~~259~~388, amortization of promissory note discount of $4068,~~464~~161, ~~and~~ interest expense on finance lease of $712,~~630~~027, increased by other income from insurance coverage on damaged automobile of $12,511 and decreased by a net change inon operating assets and liabilities of $~~564~~508,~~769~~295.

33During ~~Table~~the nine months ended January 31, 2024, net cash used in operating activities was attributed to net loss of ~~Contents~~$3,076,516 decreased by stock-based compensation of $707,483, interest expense of promissory note extension of $76,520, interest expense for promissory note of $13,493, stock payable for lease expense of $21,815, depreciation of furniture and equipment of $20,650, depreciation of right-of-use assets of $30,218, amortization of intangible assets of $21,388, amortization of promissory note discount of $386,890 and interest expense on finance lease of $11,593, increased by other income from issuance of common stock for assets acquisition of $8,800 and decreased by a net change in operating assets and liabilities of $792,352.

During the six months ended October 31, 2023, net cash used in operating activities was attributed to net loss of $2,192,878 decreased by stock-based compensation of $585,849, interest expense of promissory note extension of $76,520, interest expense for promissory note of $13,493, stock payable for lease expense of $14,315, depreciation of furniture and equipment of $12,845, depreciation of right-of-use assets of $18,649, amortization of intangible assets of $14,259, amortization of promissory note discount of $302,215 and interest expense on finance lease of $7,184 and a net change n operating assets and liabilities of $435,433.

Investing Activities

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, and ~~2023~~2024, we used $6730,~~874~~212 and $2859,~~000~~503, respectively, in investing activities.

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, the Company acquired four automobiles for $67,874 and received proceed from disposal of vehicle of $37,662.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company acquired an automobile of $2859,~~000~~503.

Financing Activities

During the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, net cash from financing activities was $~~425~~740,~~441~~916 compared to $~~758~~1,~~721~~413,583 during the same period in ~~2023~~2024. Cash flows from financing activities during the six months ended October 31, 2023 were derived from proceeds from issuance of promissory notes totaling of $245,000 and issuance of series C preferred shares totaling $420,000 offset by repayment for finance leases of $29,059, repayment of promissory notes of $60,500 and repayment from the return of series C preferred shares 150,000. Proceeds from financing activities during the six months ended October 31, 2023 were derived from proceeds from issuance of promissory notes totaling of $708,500 and issuance of series C preferred shares totaling $175,000 offset by repayment for finance leases of $21,779 and repayment of promissory notes of $103,000

Cash flows from financing activities during the nine months ended January 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $320,000, proceeds from subscription of series C preferred shares and proceeds from the issuance of series C preferred shares totaling $570,000 offset by repayment for finance leases of $48,584, repayment of promissory notes of $60,500 and repayment from the return of series C preferred shares 150,000.

Cash flows from financing activities during the nine months ended January 31, 2024, were derived from proceeds from issuance of promissory notes totaling $1,058,500 and issuance of series C preferred shares totaling $495,000 offset by repayment for finance leases of $36,917 and repayment of promissory notes of $103,000.

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Going Concern

As of ~~October~~January 31, ~~2024~~2025, we had cash on hand of $169,~~363~~838. We generated revenues of $23,~~396~~628,~~892~~658 and gross profit of $~~487~~833,~~223~~134 during the ~~six~~nine months ended ~~October~~January 31, ~~2024~~2025, but incurred net loss of $1,~~172~~581,~~003~~334 during the period and a cumulative net loss of $4041,~~612~~021,~~050~~381 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

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

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Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~October~~January 31, ~~2024~~2025. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~October~~January 31, ~~2024~~2025.

Our disclosure controls and procedures are not effective for the following reasons:

We did not maintain effective controls to identify and maintain segregation of duties in identifying, authorizing, approving, accounting for, and disclosing significant estimates, related-party transactions, significant unusual transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries, approves journal entries, and posts journal entries to the general ledger. There is no independent review of any financial duties performed by this individual.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management do not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

With the exception of the above-described complaint, which we believe to be non-material, we are not involved in any pending legal proceedings or litigation, and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party, and which would reasonably be likely to have a material adverse effect on our company.

ITEM 1A. RISK FACTORS.

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

OnDuring ~~September~~the 24three months ended January 31, ~~2024~~2025, the Company issued ~~125~~312,~~000~~500 shares of common stock as loan inducements for promissory notes ~~of $55,000 issued on the same date~~.

During the three months ended January 31, 2025, the Company issued 900,000 shares of common stock for term extension of three promissory notes.

During the three months ended January 31, 2025, the Company issued 108,000 shares of common stock for interest and fees on a promissory note upon issuance of the notes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

	(a)	None.

	(b)	None.

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

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ITEM 6. EXHIBITS

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

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GPO PLUS, INC.
Date: December 16, 2024	By:	/s/ Brett H. Pojunis
Date: April 3, 2025	By:	/s/ Brett H. Pojunis
		Brett H. Pojunis
		President Chief Executive Officer and
		Chief Financial Officer, Treasurer,
		Secretary, and Director
		(Principal Executive Officer,
		Principal Financial Officer and
		Principal Accounting Officer)

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