Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended January 31, 2021
	Or

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

For the transition period from __________________ to __________________

Commission File Number 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1817132
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

855.935.4769 (GPOX)

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒

YES

☐

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

☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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

☒

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

☐

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.

9,781,674 common shares issued and outstanding as of April 26, 2021

GPO PLUS, INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Consolidated Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factor	20
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3.	Defaults Upon Senior Securities	20
	Item 4.	Mine Safety Disclosures	20
	Item 5.	Other Information	20
	Item 6.	Exhibits	21
SIGNATURES			22

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GPO PLUS, INC.

BALANCE SHEETS

(Unaudited)

	January 31,			April 30,
	2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	31,773		$	-
Accounts receivable		33,837			-
Prepaid expenses		4,450			16,127
Total Current Assets		70,060			16,127

Operating lease right-of-use assets, net		6,939			-
Property, plant, and equipment, net		3,803			-

TOTAL ASSETS	$	80,802		$	16,127

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities		46,256			5,221
Operating lease liabilities		6,939			-
Stock payable		12,000			-
Total Current Liabilities		65,195			5,221

Total Liabilities		65,195			5,221

Commitments and Contingencies (Note 7)		-			-

Stockholders' Equity:
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 23,750 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		187,405			-
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		100			-
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 95,000 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		10			-
Common stock, $0.0001 par value, 90,000,000 shares authorized; 9,666,674 and 9,316,674 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		967			932
Additional paid in capital		438,420			128,790
Accumulated deficit		(611,295	)		(118,816	)
Total Stockholders' Equity		15,607			10,906
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	80,802		$	16,127

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

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GPO PLUS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2021			2020			2021			2020

Revenues	$	591,757		$	-		$	622,384		$	-
Cost of revenue		532,281			-			532,931			-
Gross Profit		59,476			-			89,453			-

Operating Expenses
General and administrative		23,446			299			110,717			1,000
Salaries and wages		46,896			-			61,080			-
Professional fees		334,006			8,174			410,135			20,892
Total Operating Expenses		404,348			8,473			581,932			21,892

Net Loss	$	(344,872	)	$	(8,473	)	$	(492,479	)	$	(21,892	)

Net Loss Per Common Share: Basic and Diluted	$	(0.04	)	$	(0.00	)	$	(0.05	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		9,469,907			9,316,674			9,367,752			9,316,674

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

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GPO PLUS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited)

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

*Balance, April 30, 2020		-	$	-		-	$	-		-	$	-		9,316,674	$	932	$	128,790	$	(118,816	)	$	10,906
Net loss for the period		-		-		-		-		-		-		-		-		-		(38,446	)		(38,446	)
*Balance, July 31, 2020		-	$	-		-	$	-		-	$	-		9,316,674	$	932	$	128,790	$	(157,262	)	$	(27,540	)
Net loss for the period		-		-		-		-		-		-		-		-		-		(109,161	)		(109,161	)
Balance, October 31, 2020		-		-		-		-		-		-		9,316,674	$	932	$	128,790	$	(266,423	)	$	(136,701	)
Issuance of Preferred Stock and Class A Common Stock units for cash		23,750		187,405		-		-		95,000		10		-		-		50,085		-			237,500
Issuance of Common Stock for cash		-		-		-		-		-		-		80,000		8		72		-			80
Issuance of Preferred Stock for cash		-		-		1,000,000		100		-		-		-		-		-		-			100
Stock based compensation		-		-		-		-		-		-		270,000		27		259,473		-			259,500
Net loss for the period		-		-		-		-		-		-		-		-		-		(344,872	)		(344,872	)
Balance, January 31, 2021		23,750	$	187,405		1,000,000	$	100		95,000	$	10		9,666,674	$	967	$	438,420	$	(611,295	)	$	15,607

*Retroactively restated reverse stock split 12:1

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid In Capital		Deficit			Total

*Balance, April 30, 2019		9,316,674	$	932	$	27,131	$	(91,450	)	$	(63,387	)
Net loss for the period		-		-		-		(7,196	)		(7,196	)
*Balance, July 31, 2019		9,316,674	$	932	$	27,131	$	(98,646	)	$	(70,583	)
Net loss for the period		-		-		-		(6,223	)		(6,223	)
*Balance, October 31, 2019		9,316,674	$	932	$	27,131	$	(104,869	)	$	(76,806	)
Net loss for the period		-		-		-		(8,473	)		(8,473	)
*Balance, January 31, 2020		9,316,674	$	932	$	27,131	$	(113,342	)	$	(85,279	)

*Retroactively restated reverse stock split 12:1

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

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GPO PLUS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	January 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(492,479	)	$	(21,892	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		259,500			-
Amortization of operating right-of-use assets		43,420			-
Lease expense to be settled by common stock		12,000			-
Changes in operating assets and liabilities:
Accounts receivable		(33,837	)		-
Prepaid expenses		11,677			4,231
Accounts payable and accrued liabilities		41,035			(6,818	)
Operating lease liabilities		(43,420	)		-
Net cash used in Operating Activities		(202,104	)		(24,479	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(3,803	)		-
Net cash used in Investing Activities		(3,803	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred stock		100			-
Proceeds from issuance of common stock		80			-
Proceeds from issuance of preferred stock and common stock units		237,500			-
Proceeds from loans from related party loan		-			24,479
Net cash provided by Financing Activities		237,680			-

Net change in cash for period		31,773			-
Cash at beginning of period		-			-
Cash at end of period	$	31,773		$	-

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

NON CASH INVESTING AND FINANCING ACTIVITIES
Recognition of operating right-of-use assets and operating lease liability	$	50,359		$	-
Stock payable for lease	$	12,000			-

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

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GPO PLUS, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

JANUARY 31, 2021

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

GPO Plus, Inc. (the “Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in the State of Nevada on March 29, 2016. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.

On April 2, 2018, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018.

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

NOTE 2 – GOING CONCERN

The Company’s financial statements as of January 31, 2020 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss of $611,295. 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 generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended January 31, 2021 are not necessarily indicative of the results that may be expected for the year ending April 30, 2021. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2020 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, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September 25, 2020.

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Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Cash and Cash Equivalents

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

As of January 31, 2021 and April 30, 2020, the Company had cash and cash equivalents of $31,776 and $0, respectively.

Accounts Receivable

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

As of January 31, 2021 and April 30, 2020, the Company had accounts receivable of $33,837 and $0, respectively.

Prepaid Expense

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

Leases

Effective May 1, 2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016- 02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $50,359 of right-of-use (“ROU”) assets and $50,359 of lease liabilities on its Balance Sheet. See Note 5.

Property, Plant and Equipment

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

Furniture and Equipment

5 years

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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 income.

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended January 31, 2021 and 2020, no impairment losses have been identified.

As of January 31, 2021 and April 30, 2020, Property, Plant and Equipment was $3,803 and $0, respectively. No depreciation has been incurred during the nine months ended January 31, 2021. The equipment was acquired in January 31, 2021 and depreciation will commence in February 2021.

Revenue Recognition

During the nine months ended January 31, 2021, the Company generated its first time revenue since its establishment. The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

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

The main business segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through GPOPRO Services.

During the nine months ended January 31, 2021, the Company recognized $620,731 of revenues related to merchandise and product sales, and $1,653 of revenues related to shipping recovered on merchandise sales. In regard to the sales that occurred during the nine months ended January 31, 2021, there are no unfulfilled obligations related to the merchandise and product sales.

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

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

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In accordance with ASC 606, revenues are recognized when:

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

During the nine months ended January 31, 2021, the Company recognized revenue of $622,384, incurred cost of revenue of $532,931 and generated gross profit of $89,453.

In regard to the revenue associated with product sales, the Company complies with ASC 605-45 Revenue Recognition – Principal Agent Considerations and records revenue associated with this segment as an agent. A fixed amount is received by the Company from each product sale; the supplier has the credit risk; and the supplier is the primary obligor.

Financial Instruments

The carrying values of our financial instruments, with the exception of the Convertible Preferred Stock, including, cash and cash equivalent, accounts receivable, and accounts payable, and accrued expenses approximate their fair value due to the short maturities of these financial instruments.

Convertible Financial Instruments

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

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Share-Based Compensation

Employees - The Company accounts for share-based compensation under the fair value method which requires all such compensation to employees to be calculated based on its fair value at the measurement date (generally the grant date), and recognized in the consolidated statement of operations over the requisite service period.

Nonemployees - During June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The Company elected to adopt ASU 2018-07 early. Under the requirements of ASU 2018-07, the Company accounts for share-based compensation to non-employees under the fair value method which requires all such compensation to be calculated based on the fair value at the measurement date (generally the grant date), and recognized in the statement of operations over the requisite service period.

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During the nine months ended January 31, 2021 and 2020, the Company recorded $259,500 and $0 share-based compensation, respectively.

	Nine months ended
	January 31,
	2021		2020
Common stock to consultants	$	237,500	$	-
Restricted stock award to employees		22,000		-
	$	259,500	$	-

Basic and Diluted Loss per Share

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

New Accounting Pronouncements

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

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial statements.

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

NOTE 4 – CAPITAL STOCK

Share Capital

On June 19, 2020, the Company announced a reverse stock split of the issued and authorized shares of common stock on the basis of 1 new share for 12 old shares. The reverse stock split has been reviewed by the Financial Industry Regulatory Authority (“FINRA”) and has been approved with an effective date of August 20, 2020. Our issued and outstanding capital decreased from 111,800,000 shares of common stock to 9,316,674 shares of common stock. The reverse stock split also resulted in the decrease of the authorized capital from 1,500,000,000 shares of common stock to 125,000,000 shares of common stock. The issued and outstanding shares and authorized capital have been restated retroactively in the financial statements.

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

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

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

Ordinary Common Stock

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

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

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

As of January 31, 2021 and April 30, 2020, the issued and outstanding ordinary common stock was 9,666,674 and 9,316,674, respectively.

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

During the nine months ended January 31, 2021, the Company issued common and preferred stock units comprising of 95,000 shares of founder’s class A common stock and 23,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $237,500.

As of January 31, 2021, the Company had 95,000 shares of founder’s class A common stock issued and outstanding and 23,750 shares of founder’s series A non-voting redeemable preferred stock issued and outstanding.

The founder’s series A non-voting redeemable preferred stock had redemption value of $15 per share at the option of the issuer and as a result, was classified as permanent equity in the Company’s balance sheet.

As of January 31, 2021, the Company had 23,750 shares of founder’s series A non-voting redeemable preferred stock issued and outstanding.

Series A Preferred Stock

The Company has designated 1,000,000 shares of series A preferred stock. The series A preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A preferred stock. Each Series A preferred shareholder is entitled to vote, on 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 preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50. See Note 6.

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

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As of January 31, 2021, the Company had 1,000,000 shares of series A preferred stock issued and outstanding.

Stock Payable

On August 5, 2020, the Company entered into a lease agreement for an office premise at 3571 E. Sunset Road Las Vegas Nevada 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 (Note 6).

During the nine months ended January 31, 2021, the Company recorded stock payable of $12,000 for August 2020 to January 2021 lease. As of January 31, 2021, stock payable was $12,000.

NOTE 5 – LEASE

On May 1, 2020, the Company entered into a lease agreement for an office premise at 3375 Shoal Line Blvd., Hernando Beach, Florida 34607. This office is leased for a term of 12 months, commencing on May 1, 2020 and expiring on April 30, 2021 at the cost of $1,857 per month.

Balance - April 30, 2020	$	-
Lease Liability additions		50,359
Lease payment		(43,838	)
Interest expense on lease liabilities		418
Balance - January 31, 2021	$	6,939

As of January 31, 2021, the Company owned ROU assets under operating leases for the two office premises of $6,939 and operating lease liabilities of $6,939.

	January 31, 2021
Operating lease ROU assets	$	6,939
Current portion of operating lease liabilities		6,939
Noncurrent portion of operating lease liabilities		-
Total operating lease liabilities	$	6,939

The following summarizes other supplemental information about the Company’s operating lease as of January 31, 2021:

Weighted-average remaining lease term		0.14 years
Weighted-average discount rate		2.29% - 2.76%

Future minimum lease payments under operating leases that have initial non-cancelable lease terms in excess of one year at January 31, 2021 were as follows:

Year Ended April 30, 2021	$	6,952
Thereafter		-
Total operating lease payments	$	6,952
Less: Imputed interest		13
Total operating lease liabilities	$	6,939

We had operating lease costs of $45,199 for the nine months ended January 31, 2021, which are included in general and administrative expenses in the statement of operations.

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NOTE 6 – RELATED PARTY TRANSACTIONS

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

During the nine months ended January 31, 2021, the Company incurred management fees of $9,200 to the CEO of the Company.

NOTE 7 – COMMITTMENT

On January 1, 2021, the Company signed a consulting service agreement with an independent contractor. Pursuant to the agreement, the Company issued 250,000 shares of ordinary common stock at market stock price of $0.95 per share to the consultants for service at $237,500. In six months from the date of the agreement, the Company will issue another 250,000 shares of ordinary common stock to the consultants.

NOTE 8 – RISKS AND UNCERTAINTIES

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at January 31, 2021. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

NOTE 9 – SUBSEQUENT EVENTS

Subsequent to January 31, 2021 and through the date that these financials were issued, the Company had the following subsequent events:

On April 21, 2021, the Company issued common and preferred stock units comprising of 20,000 shares of founder’s class A common stock and 5,000 shares of founder’s series A non-voting redeemable preferred stock to a non-affiliate for consideration of $50,000.

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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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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.

Overview

We are a start-up company engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain discounts from vendors. On January 31, 2020 we announced the launch of cbdGPO, https://cbdgpo.com/, a group purchasing organization (GPO) for the CBD and Hemp industry, and the establishment of a sales office for cbdGPO in Hernando Beach, Florida. Through cbdGPO, we will seek to make the process of ordering premium CBD products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take possession of CBD products.

Recent Developments

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Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the periods ended January 31, 2021 and 2020, which are included herein.

Three Months Ended January 31, 2021 Compared to the Three Months Ended January 31, 2020

We earned revenues of $591,757 incurred cost of revenue of $532,281 and generated gross profit of $59,476 from our operations during the three months ended January 31, 2021. We did not earn any revenues during the three months ended January 31, 2020.

	Three Months Ended
	January 31,
	2021			2020			Changes			%

Revenues	$	591,757		$	-		$	591,757			100	%
Cost of revenue		532,281			-			532,281			100	%
Gross Profit		59,476			-			59,476			100	%
Operating Expenses		(404,348	)		(8,473	)		(395,875	)	4672		%
Loss from Operations		(344,872	)		(8,473	)		(336,399	)	3970		%
Net Loss	$	(344,872	)	$	(8,473	)	$	(336,399	)	3970		%

We had a net loss of $344,872 for the three months ended January 31, 2021 compared to a net loss of $8,473 for the three months ended January 31, 2020.

Our operating expenses for the three months ended January 31, 2021 were $404,348 compared to $8,473 for the three months ended January 31, 2020. The increase in operating expenses during the three months ended January 31, 2021 was due to an increase in operating activity resulting in increased professional fees which includes increases in accounting fees, legal fees, consulting fees and stock based compensation from common shares issued to consultants for service rendered, increased wages and salaries and increased general and administrative expense mainly attributed to the increase in lease expense, advertising and marketing and other office and administrative expenses.

Nine Months Ended January 31, 2021 Compared to Nine Months Ended January 31, 2020

We earned revenues of $622,384, incurred cost of revenue of $532,931 and generated gross profit of $89,453 from our operations during the nine months ended January 31, 2021. We did not earn any revenues during the nine months ended January 31, 2020.

	Nine Months Ended
	January 31,
	2021			2020			Changes			%

Revenues	$	622,384		$	-		$	622,384			100	%
Cost of revenue		532,931			-			532,931			100	%
Gross Profit		89,453			-			89,453			100	%
Operating Expenses		(581,932	)		(21,892	)		(560,040	)	2558		%
Loss from Operations		(492,479	)		(21,892	)		(470,587	)	2150		%
Net Loss	$	(492,479	)	$	(21,892	)	$	(470,587	)	2150		%

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We had a net loss of $492,479 for the nine months ended January 31, 2021 compared to a net loss of $21,892 for the nine months ended January 31, 2020.

Our operating expenses for the nine months ended January 31, 2021 were $581,932 compared to $21,892 for the nine months ended January 31, 2020. The increase in operating expenses during the nine months ended January 31, 2021 was due to an increase in operating activity resulting in increased professional fees which includes increases in accounting fees, legal fees, consulting fees and stock based compensation from common shares issued to consultants for service rendered, increased wages and salaries and increased general and administrative expense mainly attributed to the increase in lease expense, advertising and marketing and other office and administrative expenses.

Liquidity and Financial Condition

Working Capital

	January 31,		April 30,
	2021		2020

Current Assets	$	70,060	$	16,127
Current Liabilities	$	65,195	$	5,221
Working Capital	$	4,865	$	10,906

Our current assets as of January 31, 2021 were $70,063 as compared to total current assets of $16,127 as of January 31, 2020 due to increases in cash and cash equivalents and accounts receivable.

Our total current liabilities as of January 31, 2021 were $65,195 as compared to total current liabilities of $5,221 as of April 30, 2020. The increase was primarily due to an increase in accounts payable and accrued liabilities from increased operating activity, operating lease liabilities related to our executive offices and stock payable from rent to landlord for an office premise.

Our resulting working capital as of January 31, 2021 was $4,865 as compared to our working capital of $10,906 as of April 30, 2020. The decrease in working capital was mainly due to a decrease in prepaid expense, and increases in accounts payable and accrued liabilities, accounts payable, operating lease liabilities and stock payable.

Cash Flows

	Nine Months Ended
	January 31,
	2021			2020

Cash Flows used in Operating Activities	$	(202,104	)	$	(24,479	)
Cash Flows used in Investing Activities		(3,803	)		-
Cash Flows provided by Financing Activities		237,680			24,479
Net increase in cash during period	$	31,773		$	-

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Operating Activities

Net cash used in operating activities was $202,104 for the nine months ended January 31, 2021 compared with net cash used in operating activities was $24,479 during the same period in 2020.

During the nine months ended January 31, 2021, the net cash used in operating activities was attributed to net loss of $492,479, increased by net changes in operating assets and liabilities of $24,545 and decreased by stock-based compensation of $259,500, amortization of operating right-of-use assets of $43,420 and lease expense to be settled by common stock of $12,000.

During the nine months January 31, 2020, the net cash used in operating activities was attributed to net loss of $21,892 increased by changes in operating assets and liabilities of $2,587.

Investing Activities

During the nine months ended January 31, 2021, net cash used in investing activities was $3,803 for acquisition of equipment.

During the nine months ended January 31, 2020, the Company did not have any investing activities.

Financing Activities

During the nine months ended January 31, 2021, net cash from financing activities was $237,680 compared to $51,050 during the same period in 2020. Proceeds from financing activities during the nine months ended January 31, 2021 were derived from proceeds from issuance of preferred stock and common stock units of $237,500, proceeds from issuance of preferred stock of $100 and proceeds from issuance of common stock of $80.

During the nine months ended January 31, 2021, net cash from financing activities was $51,050 for proceeds from loans from a former director.

Going Concern

As of January 31, 2021, we had cash on hand of $31,776. We generated revenues of $622,384 and gross profit of $89,453 during the nine months ended January 31, 2021 but incurred net loss of $492,479 during the period and a cumulative net loss of $611,295 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. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan we will be required to scale down or delay our plan of operation to accommodate our available resources.

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.

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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.

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 January 31, 2021. 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 January 31, 2021.

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 controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 14, 2020 the Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Fifth Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC vs Smeal et al.

On December 17, 2020 the court issued an Order denying the Plaintiff’s request for injunctive relief to GPOX and all defendants regarding non compete provisions and use of customer lists. The defendants in the case are now free to work for a competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list and can even solicit customers and or the customer list, this was a huge victory for GPOX.

The only injunctive relief granted to Plaintiff was that the parties could not make negative comments about the Plaintiff.

After the Company instructed counsel to file a motion to dismiss the complaint, the original complaint was dismissed by the court and the Plaintiff filed an amended complaint to which alleged several business torts, which GPOX filed affirmative defenses and a counter claim.

The court has ordered the parties to go to Mediation on May 6, 2021.

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

Item 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

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

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

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

On January 21, 2021, the Company issued 500,000 shares of series A preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50. See Note 6.

On January 21, 2021, the Company issued 500,000 shares of series A preferred stock to a consultant of the Company at $0.0001 per shares for consideration of $50. See Note 6.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

EXHIBIT NUMBER		Exhibit Description

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

32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

(100)		Interactive Data File
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished herewith.

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SIGNATURES

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

		GPO PLUS, INC.
		(Registrant)

Dated: April 30, 2021		/s/ Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)