UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: April 30, 2024
	For the fiscal year ended: April 30, 2025
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Commission file number: 333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: 852-5238-9111.

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

N/A

(Title of class)

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

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

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

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

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

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

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

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

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant as of October 31, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $32,~~941~~326,~~345~~484 based on a $0.14062 average bid and asked price on such date. Solely for the purpose of this disclosure, such shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of ~~August~~ 13September 08, ~~2024~~2025, the Registrant had 5785,~~633~~098,~~014~~ 256 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I
ITEM 1.	~~ITEM 1.~~BUSINESS	~~BUSINESS~~	3
ITEM 1A.	~~ITEM~~RISK ~~1A.~~FACTORS	~~RISK FACTORS~~	7
ITEM 1B.	~~ITEM~~UNRESOLVED ~~1B.~~STAFF COMMENTS	~~UNRESOLVED STAFF COMMENTS~~	7
	ITEM 2.	PROPERTIES	7
ITEM 1C.	CYBERSECURITY		7
	ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 2.	PROPERTIES		8
	ITEM 4.	MINE SAFETY DISCLOSURES	7
ITEM 3.	LEGAL PROCEEDINGS		8
ITEM 4.	MINE SAFETY DISCLOSURES		8
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		9
ITEM 6.	RESERVED		11
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		16
ITEM 9A.	CONTROLS AND PROCEDURES		16
ITEM 9B.	OTHER INFORMATION		17
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		17
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		18
ITEM 11.	EXECUTIVE COMPENSATION		20
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		22
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		23
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		26
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		28
ITEM 16.	FORM 10-K SUMMARY		28
SIGNATURES			29

PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
	ITEM 6.	RESERVED	10
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	42
	ITEM 9A.	CONTROLS AND PROCEDURES	42
	ITEM 9B.	OTHER INFORMATION	43
	ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	43
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	44
	ITEM 11.	EXECUTIVE COMPENSATION	46
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	49
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	52
PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	54
	ITEM 16.	FORM 10-K SUMMARY	54
SIGNATURES			55

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FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

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

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

PART I

ITEM 1. BUSINESS

General Overview

History

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

Our business and corporate headquarters address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120, and our telephone number is 702-840-1020. Our corporate website is gpoplus.com and our section for shareholders is gpoplus.com/ir.

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

The Company

Our Current Business

GPOPlus+ (GPOX)

GPOPlus+ “GPOX” is a leading Direct Store Delivery “DSD” distribution company pioneering the future of distribution to convenience stores and gas stations with its technology-driven distribution model.

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Our strategic approach involves a close collaboration with retailers to curate a tailored selection of fast-moving consumer goods (FMCG) that cater to the specific needs of their customer base. By visiting our retail partners weekly, we ensure that shelves are consistently stocked with the most sought-after products, maintaining optimal inventory levels, and maximizing retail success. This partnership extends to working directly with manufacturers and vendors, enhancing our product lineup, and, in some cases, creating our own branded products to fill market gaps.

Our in-house technology platform, PRISM+, is at the core of our operations, designed to streamline the distribution process. PRISM+ supports efficient delivery, inventory management, data analytics, and overall operational excellence, enabling us to reliably and effectively meet the dynamic needs of our partners.

Overview

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.

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

GPOX is not just a distributor; we are a partner invested in the success of our clients. Our rapid growth is a testament to the effectiveness of our DSD model and the trust placed in us by some of the country's largest convenience store and gas station chains.

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

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

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

Industry Background: How BIG is Our Target Market?

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

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

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Our Target Market

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

Our Opportunity

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

Getting Really, Really Good at DSD Distribution

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

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

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

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

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

We Are Problem Solvers!

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

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

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

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	·	Saves Labor Costs: Store owners and managers no longer have to break down pallets, enter the products into inventory, and restock shelves.

	·	Planogram Integrity: At the corporate level, the category managers can rest assured their planograms for each store layout are being adhered to, leading to more accurate reporting, forecasting, and sales.

	·	Analytics: Using our technology, enhanced reporting provides insights into customer buying behaviors, leading to optimal product assortments and inventory levels.

	·	Right products, in the right place at the right time.

	·	Offering category expansion opportunities

	·	We provide market research for clients' growth initiatives.

	·	Territory: GPOX provides DSD service throughout the Midwest, which is the most challenging territory for this level of service. In the past, the Midwest was primarily serviced only by broadline or super-regional distributors.

	·	Relationships: Our dedicated driving team has the lowest turnover rate in the industry, which means our store relationships are unmatched. This creates the opportunity to bring additional business and receive accurate customer feedback in real time.

	·	Speed: Without lightning-fast response time to market trends and regulation changes, our competitors can compete!

	·	Trends: Our speed of market is an advantage for the retailer and our supplier partners.

	·	In Stock: Thanks to our model's efficiencies, retailers experience few to no out-of-stock, benefiting both the retailer and supplier. We partner with or handle supply disruptions so our clients can focus on their growth initiatives.

	·	Retailer Private Label Products: The private label sector faces challenges related to customer perception of quality and competing with national brands. Analyzing sales data helps us support category managers in refining their product assortment, and DSD service protects the assortment from the common practice of national brands encroaching on shelf space. These practices contribute to a robust private label program for retailers, increasing our relationship's value.

We solve unique needs, like helping with new store set-ups & launches, which go beyond typical distribution relationships.

GPOX Product Portfolio Strategy

As we continue to grow, we are dedicated to expanding our product portfolio to meet the evolving needs of gas stations and convenience stores. We aim to represent diverse top-selling products that drive sales and enhance customer satisfaction.

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

PRISM+ Overview

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

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How We Generate Sales

We have worked hard to simplify our business model. The way we generate revenue is easy to understand.

Current Revenue Streams

We currently make money from the products we deliver to stores as follows:

	1.	Wholesale Markup + Volume Discounts: We purchase products from manufacturers at wholesale or discounted prices and sell them to retailers at a higher price. By selling large volumes, we benefit from economies of scale, which reduces our per-unit costs and increases our profit margins. The primary source of our revenue is the difference between our wholesale cost and the price at which we sell to retailers (the markup or margin).

	2.	Manufacturing: In some cases, we manufacture our own products. When GPOX is the manufacturer, we achieve significantly higher margins than wholesale products. Our profit margins are the difference between our manufacturing costs and the price we sell to retailers. This is superior to the profit from a markup on a product purchased from an outside manufacturer.

	3.	Delivery/Distribution Fees: We charge retailers a delivery fee for our weekly Direct Store Delivery (DSD) service. Sometimes, we purchase products on their behalf and store them in our Regional and Mini Hubs, and we earn a modest margin on these products when they are delivered.

Employees and Consultants

We had 19 17 employees as of ~~April~~September 305, ~~2024~~2025, or as at the date of this Annual Report. As of the date of this Annual Report we are actively recruiting employees. We anticipate that we will require approximately 10 to 15 employees during fiscal ~~2025~~2026. We may also engage independent contractors as required to assist us in developing our business.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM IC. CYBERSECURITY

We have implemented cybersecurity risk management procedures, in accordance with our risk profile and business size. We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident.

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We have designed our business applications to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We have a trained group of people to carry out the activities of monitoring and detection of cybersecurity threats and respond to any cybersecurity threats or incidents. The Head of IT department is responsible for oversight of cybersecurity risks and addressing potential cybersecurity risks to business programs, employees, clients, vendors and partners. The Head of IT Department reports to our Chief Executive Officer who reports to the Audit Committee at the board-level, as appropriate.

As of April 30, 2025, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.

ITEM 2. PROPERTIES

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

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

78 Table of Contents

PART II

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

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

~~Holders~~As of September 08, 2025, we had 144 shareholders of record of our common stock with 84,798,256 shares of common stock issued and outstanding.

~~As of August 13, 2024, we had 134 shareholders of record of our common stock with 57,633,014 shares of common stock issued and outstanding.~~Dividends

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

WeEquity ~~have~~Compensation not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.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 ~~Compensation~~Incentive ~~Plans~~Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

On9 ~~March~~Table ~~27, 2023, the board~~ of directors and majority shareholder of the Company approved the adoption of the GPO Plus, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The purpose of the 2023 Equity Incentive Plan is to foster and promote the Company’s long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.Contents

8The ~~Table~~following table provides information regarding our equity compensation plans as of ~~Contents~~April 30, 2025:

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

Equity Compensation Plan Information

Number of

securities to

Weighted-

securities

be issued

average

remaining

upon exercise

exercise price

available

of outstanding

for future issuance

options,

under equity

warrants and

compensation

Plan category

rights

plans

Equity compensation plans approved by security holders

1,867,122

common

N/A

~~Equity~~Recent ~~Compensation~~Sales ~~Plan~~of ~~Information~~Unregistered Securities

Plan category	Number ofsecurities tobe issuedupon exerciseof outstandingoptions,warrants andrights		Weighted-averageexercise priceof outstandingoptions,warrants andrights		Number of securitiesremaining availablefor future issuanceunder equitycompensation plans
Equity compensation plans approved by security holders					1,867,122 common
		-		N/A	shares

During the three months ended April 30, 2025, the Company issued 2,661,500 shares of common stock as loan inducements for promissory notes.

~~Recent~~During ~~Sales~~the three months ended April 30, 2025, the Company issued 3,716,317 shares of ~~Unregistered~~common ~~Securities~~stock for term extension of promissory notes.

~~There~~During ~~were~~the nothree ~~sales~~months ofended ~~equity~~April ~~securities~~30, ~~during~~2025, the ~~period~~Company ~~covered~~issued 183,000 shares byof ~~this~~common ~~Report~~stock ~~that~~for ~~were~~interest ~~not registered under the Securities Act~~ and ~~were~~fees ~~not previously reported in a Quarterly Report~~ on ~~Form 10-Q or~~ a ~~Current~~promissory ~~Report~~note onupon ~~Form~~issuance ~~8-K~~of ~~filed by~~ the ~~Company~~notes.

~~Year~~During the three months ended April 30, ~~2024~~2025, the Company issued 150,000 shares of common stock for office lease.

During the ~~year~~three months ended April 30, ~~2024~~2025, the Company issued 2240,~~310,237~~000 shares of common stock for the ~~conversion~~repayment of ~~convertible note principal~~ of ~~$225,000 and repayment of~~ promissory notes ~~of $31,050~~. ~~(Note 8)~~

During the ~~year~~three months ended April 30, ~~2024~~2025, the Company issued ~~400~~ 1,000 ,000 shares of common stock for the conversion of convertible ~~7,500~~notes ~~founders series A non-voting redeemable preferred Stock~~ of $5710,~~751~~000.

During the ~~year~~three months ended April 30, ~~2024~~2025, the Company issued 1 2,~~320~~377,~~000~~ 500 shares of common stock ~~for~~to ~~term~~senior ~~extension~~management ofand ~~promissory~~executives ~~notes~~at $297,773 for services.

During the ~~year~~three months ended April 30, ~~2024~~2025, the Company issued 1 7,~~194~~960,~~800~~ 915 shares of common stock asto ~~loan~~non-affiliated ~~inducements~~consultants at $1,034,765 for ~~promissory notes~~services.

~~During~~From ~~the~~May ~~year~~1, ~~ended~~2025 ~~April~~through 30September 8, ~~2024~~2025, the Company issued ~~210~~ 538,~~865~~ 500 shares of common stock as loan inducements for ~~office~~promissory ~~lease~~notes, including 76,000 shares accrued as stock payable as of April 30, 2025.

~~During~~From ~~the~~May ~~year~~1, ~~ended~~2025 ~~April~~through 30September 8, ~~2024~~2025, the Company issued 5 1,~~632~~859,~~968~~ 429 shares of common stock tofor ~~senior~~term ~~management~~extension ~~and~~of ~~executives~~promissory atnotes, ~~$761~~including 1,~~950~~859,429 ~~for~~shares ~~services~~accrued as stock payable as of April 30, 2025.

~~During~~From ~~the~~May ~~year~~1, ~~ended~~2025 ~~April~~through 30September 8, ~~2024~~2025, the Company issued 6 2,~~994~~827,~~844~~959 shares of common stock tofor ~~non-affiliated~~the ~~consultants~~conversion atof convertible ~~$865,654~~notes ~~for~~of ~~services~~$282,796.

~~Issuer~~From ~~Purchases~~May 1, 2025 through September 8, 2025, the Company issued 2,385,000 shares of ~~Equity~~common ~~Securities~~stock to non-affiliated consultants at $314,713 for services, including 2,000,000 shares accrued as stock payable as of April 30, 2025.,

~~There~~From ~~were~~May no1, ~~repurchases~~2025 ofthrough ~~common~~September ~~stock~~8, ~~for~~2025, the ~~year~~Company ~~ended~~issued ~~April 30~~600,000 ~~2024~~shares orof ~~subsequently~~common ~~through~~stock ~~the~~for ~~date~~repayment of ~~this~~promissory ~~report~~notes.

9Issuer ~~Table~~Purchases of ~~Contents~~Equity Securities

There were no repurchases of common stock for the year ended April 30, 2025, or subsequently through the date of this report.

Table of Contents

ITEM 6. RESERVED

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

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report.

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended April 30, 2024, and 2023, which are included herein.

Year Ended April 30, 2024 Compared to Year Ended April 30, 2023

*Year Ended April 30, 2025, Compared to Year Ended April 30, 2024*

	Year Ended April 30,
	2025			2024			Changes			%

Revenues	$	4,744,856		$	4,356,303		$	388,553			9	%
Cost of revenue		(3,613,051	)		(3,521,158	)		(91,893	)		3	%
Gross Profit		1,131,805			835,145			296,660			36	%
Operating Expenses		(4,330,067	)		(4,828,673	)		498,606			(10	)%
Loss from Operations		(3,198,262	)		(3,993,528	)		(795,266	)		(20	)%
Other Expenses		(1,137,057	)		(944,406	)		(183,851	)		19	%
Net Loss	$	(4,335,319	)	$	(4,937,934	)	$	602,615			(12	)%

	Year Ended
	April 30,
	2024			2023			Changes			%
Revenues	$	4,356,303		$	653,516		$	3,702,787			567	%
Cost of revenue		(3,521,158	)		(467,504	)		(3,053,654	)		653	%
Gross Profit		835,145			186,012			649,113			349	%
Operating Expenses		(4,828,673	)		(3,800,241	)		(1,028,432	)		27	%
Loss from Operations		(3,993,528	)		(3,614,229	)		(379,299	)		10	%
Other Expenses		(944,406	)		(421,284	)		(523,122	)		124	%
Net Loss	$	(4,937,934	)	$	(4,035,513	)	$	(902,421	)		22	%

Our audited financial statements report a net loss of $4,335,319 for the year ending April 30, 2025, compared to a net loss of $4,937.934 for the year ending April 30, 2024. The decrease in net loss during the year ending April 30, 2025, was due to a decrease in operating expenses and an increase in gross margin,

~~Our~~During ~~audited financial statements report a net loss of $4,937,934 for~~ the ~~year~~years ~~ending~~ended April 30, ~~2024~~2025, ~~compared~~and to2024, athe ~~net~~Company ~~loss~~recognized revenue of $4,~~035~~744,~~513~~856 ~~for~~and ~~the year ending April 30~~$4,356,303 ~~2023.~~and ~~The~~incurred ~~increase~~cost inof ~~net~~revenue ~~loss~~of ~~during~~$3,613,051 ~~the~~and ~~year ended April 30~~$3,521,158, ~~2024~~generating ~~was~~gross ~~due~~profit toof an$1,131,805 ~~increase in the operating expenses~~ and ~~interest~~$835,145, ~~expenses related to promissory notes~~respectively.

~~During~~Our operating expenses for the ~~years~~year ending April 30, 2025, were $4.330,067 compared to $4,828,673 for the year ended April 30, 2024. ~~and~~The ~~2023,~~operating expenses for the ~~Company~~year ~~recognized~~ended ~~revenue~~April 30, 2025, consisted of general and administrative expenses of $41,~~356~~819,~~303~~725, ~~and~~professional fees of $~~653~~1,~~516~~881,811, ~~and~~professional ~~incurred~~fees ~~cost~~– related parties of ~~revenue~~$286,929 and management fees and salaries – related parties of $3341,~~521~~602. The operating expenses for the year ended April 30,~~158~~ 2024, consisted of general and administrative expenses of $~~467~~1,~~504~~589.393, ~~generating~~professional ~~gross~~fees ~~profit~~ of $~~835~~2,~~145~~055,314, professional fees – related parties of $784.973 and management fees and salaries – related parties of $~~186~~398,~~012~~993. The decrease in operating expenses during the year ended April 30, ~~respectively~~2025, was due to the decrease in professional fees and professional fees – related parties.

Our ~~operating~~other ~~expenses~~expense for the year ~~ended~~ending April 30, ~~2024~~2025, ~~were~~was $41,~~828~~137,~~673~~057 compared to $3944,~~800,241~~406 for the year ended April 30, ~~2023~~2024. The ~~operating~~increase in other expenses ~~for~~was due to the increase in interest expense. During the year ended April 30, ~~2024~~2025, ~~consisted~~the ofCompany ~~general~~incurred ~~and~~interest ~~administrative~~expense ~~expenses~~from loans of $1,~~589~~063,~~393~~896, ~~professional~~interest ~~fees~~expense from finance leases of $216,~~055,314,~~481 ~~professional~~and ~~fees~~debt –discount ~~related~~amortization ~~parties~~ of $~~784~~78,~~973~~722. ~~and~~During ~~management~~the ~~fees~~year ~~and~~ended ~~salaries~~April –30, ~~related~~2024, ~~parties~~the Company recorded other income of $~~393~~21,~~993.~~543 ~~The~~generated ~~operating~~through ~~expenses~~a ~~for~~gain/loss on a sell of asset and gain/loss on settlement of debts. During the year ended April 30, ~~2023~~2024, ~~consisted~~the ofCompany ~~general~~incurred ~~and~~interest ~~administrative~~expense ~~expenses~~from loans of $~~590~~486,~~088~~471, ~~professional~~interest ~~fees~~expense from finance leases of $115,~~784,260,~~982 ~~professional~~and ~~fees~~debt –discount ~~related~~amortization ~~parties~~ of $~~843~~450,~~226~~753. ~~and~~During ~~management~~the ~~fees~~year ~~and~~ended ~~salaries~~April –30, ~~related~~2023, ~~parties~~the Company incurred interest expense from loans of $~~582~~93,~~667.~~507, ~~The~~interest ~~increase~~expense infrom ~~operating~~finance ~~expenses~~lease ~~during~~of $855 and debt discount amortization of $326,922. During the year ended April 30, 2024, ~~was~~the ~~due~~Company torecorded other income of $8,800 generated through the ~~increase~~settlement inof ~~salaries~~assets ~~and~~purchase ~~wages,~~with ~~consulting~~issuance ~~fees~~of common stock from the difference between the Company’s stock price on December 13, ~~rent~~2022, ~~insurance~~of $0.19 and ~~travel~~stock ~~expense~~price toat ~~support~~April ~~the~~30, ~~increasing~~2023, ~~business~~of ~~activities~~$0.168.

~~Our~~11 ~~other~~Table expense for the year ended April 30, 2024 was $944,406 compared to $421,284 for the year ended April 30, 2023. The increase in other expense was due to the increase in interest expense. During the year ended April 30, 2024, the Company incurred interest expense from loans of $486,471, interest expense from finance leases of $15,982 and debt discount amortization of $450,753. During the year ended April 30, 2023, the Company incurred interest expense from loans of $93,507, interest expense from finance lease of $855 and debt discount amortization of $326,922. During the year ended April 30, 2024, the Company recorded other income of $8,800 generated through the settlement of assets purchase with issuance of common stock from the difference between Company’s stock price at December 13, 2022 of $0.19 and stock price at April 30, 2023 of $0.168.Contents

10 Table of Contents

Liquidity and Financial Condition

Working Capital
	April 30,			April 30,
	2025			2024

Current Assets	$	478,225		$	564,499
Current Liabilities	$	6,015,191		$	4,309,483
Working Capital (Deficiency)	$	(5,536,966	)	$	(3,744,984	)

~~Liquidity~~Our total current assets as of April 30, 2025, were $478,226 as compared to total current assets of $564,499 as of April 30, 2024, due to a decrease in inventory and ~~Financial~~increase ~~Condition~~in cash.

~~Working~~Our ~~Capital~~total current liabilities as of April 30, 2025, were $6,015,191 as compared to total current liabilities of $3,744,966 as of April 30, 2024. The increase was primarily due to an increase in promissory note payable, stock payable and accrued interest.

	April 30,			April 30,
	2024			2023
Current Assets	$	564,499		$	325,458
Current Liabilities	$	4,309,483		$	2,389,691
Working Capital (Deficiency)	$	(3,744,984	)	$	(2,065,233	)

Our working capital deficit on April 30, 2025, was $5,536,966 as compared to working capital deficit of $2,065,233 as of April 30, 2024. The increase in working capital deficiency was attributed to an increase in promissory note payable, stock payable and accrued interest.

Our total current assets as of April 30, 2024 were $564,499 as compared to total current assets of $325,458 as of April 30, 2023, due to an increase inventory, accounts receivable and cash.

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

Our working capital deficit on April 30, 2024 was $3,744,984 as compared to working capital deficit of $2,065,233 as of April 30, 2023. The increase in working capital deficiency was attributed to an increase in accounts payable and accrued liabilities, promissory note payable, stock payable and accrued interest.

Cash Flows

	Year Ended			Year Ended
	April 30,			April 30,
	2024			2023
	2025			2024
Cash Flows used in Operating Activities	$	(1,~~381~~043,~~751~~037	)	$	(1,~~338,214~~381.751	)
Cash Flows used in Investing Activities		(5930,~~503~~212	)		(2659,~~553~~503	)
Cash Flows provided by Financing Activities		1,~~455~~340,~~173~~083			1,~~417,386~~455.173
Net increase (decrease) in cash during period	$	13266,~~919~~834		$	5213,~~619~~919

Operating Activities

Net cash used in operating activities was $1,~~381~~043,~~751~~037 for the year ended April 30, ~~2024~~2025, compared with net cash used in operating activities of $1,~~338~~381,~~214~~751 during the prior year.

During the year ended April 30, ~~2024~~2025, the net cash used in operating activities was attributed to net loss of $4,~~937~~335,~~934~~319, decreased by stock-based compensation of $~~953~~1,~~469~~304,642, stock based compensation – related parties of $~~784~~286,~~973~~929, stock issued for promissory note extension of $~~31.975~~256,513, lease expense settled by common stock $2820,~~691~~100, other income from gain on promissory note settlement $9,032, other income from issuance coverage on damaged automobile $12,511, non-cash interest expense for promissory note extension $~~233~~491,~~172~~750, non-cash interest expense for promissory notes of $1332,~~493~~ 908, stock payable for lease expense $7,500, depreciation of furniture and equipment of $2948,~~980~~165, depreciation of right-of-use assets of $4255,~~010~~879, amortization of intangible assets of $28,518, amortization of promissory note discount of $~~450~~115,~~753~~870, interest expense on finance lease of $~~15,779~~13.081 and net changes in operating assets and liabilities of $~~952~~651,~~170~~971.

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During the year ended April 30, ~~2023~~2024, the net cash used in operating activities was attributed to net loss of $4,~~035~~937,~~513~~934, decreased by stock-based compensation of $1953,~~296~~469,~~031,~~ stock based compensation – related parties of $~~843~~784,~~226~~973, stock issued for promissory note extension of $6331.975,~~450,~~ lease expense settled by common stock $3228,~~591~~690, non-cash interest expense for promissory note extension $233,172, non-cash interest expense for promissory notes of $13,493 depreciation of furniture and equipment of $729,~~212~~980, depreciation of right-of-use assets of $242,~~753~~010, amortization of intangible assets of $2328,~~263~~518, amortization of promissory note discount of $~~311~~450,~~441~~753, ~~amortization of convertible note discount of $15,480,~~ interest expense on finance lease of $~~855~~15,779 and net changes in operating assets and liabilities of $~~110~~952,~~997~~170.

Investing Activities

During the year ended April 30, ~~2024~~2025, we used $5967,~~503~~874 for purchase of property and equipment and proceed from disposal of vehicle $37,662. During the year ended April 30, ~~2023~~2024, we used $2659,~~553~~503 for purchase of intangible assets.

Financing Activities

During the year ended April 30, ~~2024~~2025, net cash from financing activities was $1,~~455,173~~340.083 compared to $1,~~417~~455,~~386~~173 during the year ended April 30, ~~2023~~2024. During the year ended April 30, ~~2024~~2025, we received proceeds from issuance of promissory notes of $1755,~~178,500~~400 and proceeds for issuance of Series C preferred shares of $~~615~~590,000, proceeds from subscription of C preferred shares $310,000. offset by repayments for finance leases of $5166,~~447~~097, ~~and~~ repayment of promissory note $~~286~~99,~~880~~200 and repayment from return of C preferred shares.

During the year ended April 30, ~~2023~~2024, we received proceeds from issuance of ~~common~~promissory ~~stock~~notes of $241,~~757~~178,500 and proceeds ~~from~~for ~~exercise~~issuance of ~~warrants~~Series ~~of $42,000~~C ~~and~~preferred ~~proceed~~shares ~~from issuance~~ of ~~promissory notes of~~ $1615,~~425,~~000, offset by repayments for finance leases of $1951,~~371~~447 and repayment of promissory notes of $55286,~~000~~880.

Cash Requirements

As of April 30, ~~2024~~2025, we had cash of $69336,~~415~~249, accounts receivable of $5755,~~792~~012, prepaid expenses of $353,~~410~~665 and inventory of $~~402~~83,~~152~~299. During the year ended April 30, ~~2024~~2025, we received proceeds from issuance of promissory notes of $1755,~~178~~400,00 ~~and~~ Series C preferred shares of $615,000 and proceeds from subscription of C preferred shares $310,000. During the year ended April 30, ~~2024~~2025, the Company recognized revenue of $4,~~356~~744,~~303~~856, incurred cost of revenue of $3,~~521~~613,~~158~~051 and generated gross profit of $~~835~~1,~~145~~131,805. During the year ended April 30, ~~2023~~2024, the Company recognized revenue of $~~653~~4,~~516~~356,303, incurred cost of revenue of $~~467~~3,~~504~~521,158 and generated gross profit of $~~186~~835,~~012~~145.

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

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

	Estimated
Description	Expenses ($)
Public Company + Professional Fees	$	200,000
General & Administrative Expense	$	1,800,000
Marketing Expenses	$	600,000
Initial Personnel	$	100,000
GPO Distro	$	500,000
GPO Supplies - Inventory	$	150,000
Unallocated Working Capital/Contingency	$	100,000
Total Expenses	$	3,450,000

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We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $3,450,000 over the next 12 months to pay for our planned expenses. In addition, our planned expenses, including legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

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

Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Revenue Recognition

During the year ended April 30, ~~2024~~2025, the Company generated its first revenue since its establishment. The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

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

1314 Table of Contents

Convertible Financial Instruments

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

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

Share-Based Compensation

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

14 Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

of GPO Plus, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of GPO Plus, Inc. (the Company) as of April 30, 2024, and the related statement of operations, stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

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

Going Concern Considerations

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

Basis for Opinion

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

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

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

Green Growth CPAs

August 19, 2024

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

Los Angeles, California

PCAOB ID Number 6580

Table of Contents

~~REPORT~~Item OF8. ~~INDEPENDENT~~Financial ~~REGISTERED~~Statements ~~PUBLIC~~and ~~ACCOUNTING~~Supplementary ~~FIRM~~Data

ToGPO ~~the~~PLUS, ~~Board~~INC. ~~of Directors and Stockholders~~

~~GPO~~INDEX ~~Plus,~~TO ~~Inc.~~FINANCIAL STATEMENTS

Las Vegas, NV

		Pages
Report of Independent Registered Public Accounting Firms (PCAOB ID:6723)		F-2
Report of Former Independent Registered Public Accounting Firm for year ended April 30, 2024		F-3
Balance Sheets		F-4
Statements of Operations		F-5
Statements of Changes in Stockholders’ Deficit		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8

~~Opinion~~F-1 onTable ~~the~~of ~~Financial Statements~~Contents

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying~~PUBLIC ~~balance~~ACCOUNTING sheet of GPO Plus, Inc. (the Company) as of April 30, 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.FIRM

~~Going~~To ~~Concern~~the ~~Considerations~~Shareholders and the Board of Directors of

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

~~Basis~~OPINION ~~for~~ON ~~Opinion~~THE FINANCIAL STATEMENTS

~~These~~We ~~financial~~have ~~statements~~audited ~~are~~ the ~~responsibility~~accompanying balance sheet of ~~the~~GPO ~~Company’s~~Plus, ~~management~~Inc. ~~Our~~(the ~~responsibility~~“Company”) isas toof ~~express~~April an30, ~~opinion~~2025, onand the ~~Company’s~~related ~~financial~~ statements ~~based~~of onoperations ~~our~~and ~~audits.~~comprehensive Weloss, ~~are~~stockholders’ aequity ~~public~~and ~~accounting~~cash ~~firm~~flows ~~registered~~for ~~with~~ the ~~Public~~year ~~Company~~then ~~Accounting~~ended, ~~Oversight~~and ~~Board~~the ~~(United~~related ~~States)~~notes (~~PCAOB)~~collectively ~~and~~referred ~~are~~to ~~required~~as tothe be“financial ~~independent~~statements”). ~~with~~In ~~respect~~our toopinion, the ~~Company~~financial statements present fairly, in ~~accordance~~all ~~with~~material respects, the ~~U.S.~~financial ~~federal~~position ~~securities~~of ~~laws~~the Company as of April 30, 2025, and the ~~applicable~~results ~~rules~~of its operations and ~~regulations~~its ofcash flows for the ~~Securities~~year ~~and~~then ~~Exchange~~ended ~~Commission~~in ~~and~~conformity with accounting principles generally accepted in the ~~PCAOB~~United States of America.

WeSUBSTANTIAL ~~conducted~~DOUBT ~~our~~ABOUT ~~audit~~THE in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the CompanyCOMPANY’sS ~~internal~~ABILITY ~~control~~TO ~~over~~CONTINUE ~~financial~~AS ~~reporting.~~A ~~Accordingly,~~GOING ~~we express no such opinion.~~CONCERN

~~Our~~The ~~audit~~accompanying ~~included performing procedures to assess the risks of material misstatement of the~~ financial statements, ~~whether~~have ~~due~~been toprepared ~~error~~assuming ~~or fraud, and performing procedures~~ that ~~respond~~the toCompany ~~those~~will ~~risks.~~continue ~~Such~~as ~~procedures included examining, on~~ a ~~test~~going ~~basis,~~concern. ~~evidence~~As ~~regarding~~discussed ~~the~~in ~~amounts~~Note ~~and~~2 ~~disclosures~~to in the financial statements., ~~Our audits also included evaluating~~ the ~~accounting~~Company’s ~~principles~~operating ~~used~~losses ~~and~~raise ~~significant~~substantial ~~estimates~~doubt ~~made~~about byits ~~management,~~ability asto ~~well~~continue as ~~evaluating~~a ~~the~~going ~~overall~~concern. The ~~presentation~~financial ofstatements ~~the~~do ~~financial~~not ~~statements.~~include Weany ~~believe~~adjustments that ~~our~~might ~~audit~~result ~~provides~~from athe ~~reasonable~~outcome ~~basis~~of ~~for~~this ~~our opinion~~uncertainty.

~~/s/~~BASIS ~~Pinnacle~~FOR ~~Accountancy Group of Utah~~OPINION

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

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

WeOur ~~have~~audit ~~served~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the ~~Company’s~~overall ~~auditor~~presentation ~~since~~of ~~2018~~the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Pinnacle~~Critical ~~Accountancy~~Audit ~~Group of Utah~~Matters

~~Farmington~~Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, ~~Utah~~subjective, or complex judgements. We determined that there are no critical audit matters.

~~August~~/s/ ~~30,~~Bush ~~2023~~& Associates CPA LLC

~~(Pinnacle~~We ~~PCAOB~~have ~~ID: 6117)~~served as the Company’s auditor since 2024.

16Henderson, Nevada

~~ITEM~~September 8.10, ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~2025

~~GPO~~PCAOB ~~PLUS,~~ID ~~INC.~~Number 6797

~~BALANCE~~F-2 ~~SHEETS~~Table of Contents

	April 30,			April 30,
	2024			2023
ASSETS
Current Assets:
Cash	$	69,415		$	55,496
Accounts receivable		57,792			43,614
Prepaid expenses		35,140			69,351
Inventory, net		402,152			156,997
Total Current Assets		564,499			325,458
Finance lease right-of-use assets, net		209,317			129,367
Property and equipment, net		102,409			72,886
Intangible assets, net		33,772			62,290
TOTAL ASSETS	$	909,997		$	590,001
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		1,557,548			517,037
Accrued interest		276,190			119,488
Accrued liabilities - related parties		233,200			253,235
Convertible note payable, net of debt discount of $0		38,000			263,000
Promissory note payable, net of debt discount of $49,977 and $293,952, respectively		1,969,893			1,211,548
Finance lease liabilities		43,710			25,383
Stock payable - related parties		23,239			-
Stock payable		167,703			-
Total Current Liabilities		4,309,483			2,389,691
Finance lease liabilities - non-current		146,186			88,221
Total Liabilities		4,455,669			2,477,912
Commitments and Contingencies (Note 11)		-			-
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 21,250 and 28,750 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		167,154			224,905
Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $10 stated value; 175,000 designated; 175,000 shares issued and outstanding		1,750,000			1,750,000
Stockholders' Deficit:
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 shares issued and outstanding		100			100
Series C Preferred Shares, $0.0001 par value, 175 shares designated; 104.5 shares and 0 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		-			-
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding		12			12
Common stock, $0.0001 par value, 90,000,000 shares authorized; 57,518,014 and 39,454,300 shares issued and outstanding at April 30, 2024 and April 30, 2023, respectively		5,752			3,947
Additional paid in capital		33,971,357			30,635,238
Accumulated deficit		(39,440,047	)		(34,502,113	)
Total Stockholders' Deficit		(5,462,826	)		(3,862,816	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	909,997		$	590,001

Report of Independent Registered Public Accounting Firm

~~The~~To ~~accompanying~~the ~~notes~~Board ~~are an integral part~~ of ~~these~~Directors ~~audited~~and ~~financial statements.~~Shareholders

17of ~~Table~~GPO ofPlus, ~~Contents~~Inc.

~~GPO~~Opinion ~~PLUS,~~on ~~INC.~~the Financial Statements

~~STATEMENTS~~We OFhave ~~OPERATIONS~~audited the accompanying balance sheet of GPO Plus, Inc. (the Company) as of April 30, 2024, and the related statement of operations, stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

	Year Ended
	April 30,
	2024			2023
Revenues	$	4,356,303		$	653,516
Cost of revenue		3,521,158			467,504
Gross Profit		835,145			186,012
Operating Expenses
General and administrative		1,589,393			590,088
Professional fees		2,055,314			1,784,260
Professional fees - related parties		784,973			843,226
Management fees and salaries - related parties		398,993			582,667
Total Operating Expenses		4,828,673			3,800,241
Loss from operations		(3,993,528	)		(3,614,229	)
Other Income (Expense)
Other income		8,800			-
Interest expense		(953,206	)		(421,284	)
Total Other Income (Expense)		(944,406	)		(421,284	)
Net Loss	$	(4,937,934	)	$	(4,035,513	)
Net Loss Per Common Share: Basic and Diluted	$	(0.11	)	$	(0.12	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		43,233,489			33,753,527

~~The~~Going ~~accompanying~~Concern ~~notes are an integral part of these audited financial statements.~~Considerations

18The ~~Table~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

~~GPO~~Basis ~~PLUS,~~for ~~INC.~~Opinion

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

~~FOR~~We ~~THE~~conducted ~~YEARS~~our ~~ENDED~~audit ~~APRIL~~in 30accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2024~~whether ~~AND~~due ~~2023~~to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

											Stockholders' Deficit
	Founders Series A Non-Voting Redeemable Preferred Stock						Series A Non-Voting Redeemable Preferred Stock				Series A Convertible Preferred Shares				Series C Preferred Shares				Founders Class A Common stock				Common stock						AdditionalPaid In			Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, April 30, 2022		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		31,361,572		$	3,136		$	27,795,799		$	(30,466,600	)	$	(2,667,555	)
Stock based compensation		-			-			-		-		-		-		-		-		-		-		1,937,140			194			678,503			-			678,697
Stock based compensation - related party		-			-			-		-		-		-		-		-		-		-		2,129,304			213			843,013			-			843,226
Issuance of common stock for promissory note extension		-			-			-		-		-		-		-		-		-		-		450,000			45			63,405			-			63,450
Issuance of common stock for prepaid expense		-			-			-		-		-		-		-		-		-		-		505,000			51			200,649			-			200,700
Issuance of common stock for lease		-			-			-		-		-		-		-		-		-		-		105,785			11			32,580			-			32,591
Issuance of common stock for cash		-			-			-		-		-		-		-		-		-		-		16,500			2			24,755			-			24,757
Issuance of common stock for exercise of warrants		-			-			-		-		-		-		-		-		-		-		280,000			28			41,972			-			42,000
Issuance of common stock for furniture and equipment		-			-			-		-		-		-		-		-		-		-		400,000			40			75,960			-			76,000
Issuance of common stock for intangible assets		-			-			-		-		-		-		-		-		-		-		200,000			20			58,980			-			59,000
Issuance of common stock for note conversion		-			-			-		-		-		-		-		-		-		-		1,133,332			113			169,887			-			170,000
Issuance of common stock for note inducement		-			-			-		-		-		-		-		-		-		-		2,975,000			297			468,596			-			468,893
Issuance of common stock for salary payable - related party		-			-			-		-		-		-		-		-		-		-		80,000			8			35,192			-			35,200
Cancellation of common stock - related parties		-			-			-		-		-		-		-		-		-		-		(2,119,333	)		(212	)		212			-			-
Forgiveness of related party loan		-			-			-		-		-		-		-		-		-		-		-			-			145,737			-			145,737
Net loss		-			-			-		-		-		-		-		-		-		-		-			-			-			(4,035,513	)		(4,035,513	)
Balance, April 30, 2023		28,750		$	224,905			175,000	$	1,750,000		1,000,000	$	100		-	$	-		115,000	$	12		39,454,300		$	3,947		$	30,635,238		$	(34,502,113	)	$	(3,862,816	)
Issuance of common stock for conversion of debts		-			-			-		-		-		-		-		-		-		-		2,310,237			231			255,819			-			256,050
Issuance of common stock for conversion of Founders Series A Non-Voting Redeemable Preferred Stock		(7,500	)		(57,751	)		-		-		-		-		-		-		-		-		400,000			40			57,711			-			57,751
Issuance of Series C Preferred Shares for cash		-			-			-		-		-		-		62		-		-		-		-			-			615,000			-			615,000
Issuance of common stock for loan extension		-			-			-		-		-		-		-		-		-		-		1,320,000			132			233,040			-			233,172
Issuance of common stock for loan inducement		-			-			-		-		-		-		-		-		-		-		1,194,800			119			106,438			-			106,557
Issuance of common stock for office lease		-			-			-		-		-		-		-		-		-		-		210,865			21			28,669			-			28,690
Issuance of common stock to related parties for services		-			-			-		-		-		-		-		-		-		-		5,632,968			563			761,387			-			761,950
Issuance of common stock for services		-			-			-		-		-		-		-		-		-		-		6,994,844			699			864,955			-			865,654
Adjustment for issuance of common stock for settlement of payable for assets acquisition		-			-			-		-		-		-		-		-		-		-		-			-			(8,800	)		-			(8,800	)
Adjustment on valuation of common stock issued		-			-			-		-		-		-		-		-		-		-		-			-			(216	)		-			(216	)
Issuance of Series C Preferred Shares for repayment of promissory notes		-			-			-		-		-		-		43		-		-		-		-			-			422,116			-			422,116
Net loss		-			-			-		-		-		-		-		-		-		-		-			-			-			(4,937,934	)		(4,937,934	)
Balance, April 30, 2024		21,250		$	167,154			175,000	$	1,750,000		1,000,000	$	100		105	$	-		115,000	$	12		57,518,014		$	5,752		$	33,971,357		$	(39,440,047	)	$	(5,462,826	)

~~The~~August ~~accompanying~~19, ~~notes are an integral part of these audited financial statements.~~2024

19We ~~Table~~have ofserved ~~Contents~~as the Company’s auditor since 2024.

~~GPO~~Los ~~PLUS~~Angeles, ~~INC.~~California

~~STATEMENTS~~PCAOB OFID ~~CASH~~Number ~~FLOWS~~6580

	Year Ended
	April 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,937,934	)	$	(4,035,513	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		953,469			1,296,031
Stock based compensation for services - related parties		784,973			843,226
Stock issued for promissory note extension		31,975			63,450
Lease expense settled by common stock		28,690			32,591
Other income from issuance of common stock for assets acquisition		(8,800	)		-
Non-cash interest expense for promissory note extension		233,172			-
Non-cash interest expense for promissory note		13,493			-
Depreciation of furniture and equipment		29,980			7,212
Depreciation of right-of-use-assets		42,010			2,753
Amortization of intangible assets		28,518			23,263
Amortization of promissory note discount		450,753			311,441
Amortization of convertible note discount		-			15,480
Interest expense on finance lease		15,779			855
Changes in operating assets and liabilities:
Accounts receivable		(14,178	)		(42,510	)
Prepaid expenses		(2,789	)		(40,352	)
Inventory		(245,155	)		(156,997	)
Accounts payable and accrued liabilities		1,040,509			142,169
Accrued interest		193,818			88,184
Accrued liabilities - related parties		(20,035	)		110,503
Net cash used in Operating Activities		(1,381,751	)		(1,338,214	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangible assets		-			(26,553	)
Purchase of property and equipment		(59,503	)		-
Net cash used in Investing Activities		(59,503	)		(26,553	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment for finance leases		(51,447	)		(19,371	)
Proceeds from issuance of common stock		-			24,757
Proceeds from exercise of warrants		-			42,000
Proceeds from issuance of promissory notes		1,178,500			1,425,000
Repayment of promissory notes		(286,880	)		(55,000	)
Proceeds from issuance of series C preferred shares		615,000			-
Net cash provided by Financing Activities		1,455,173			1,417,386
Net change in cash for period		13,919			52,619
Cash at beginning of period		55,496			2,877
Cash at end of period	$	69,415		$	55,496
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	13,289		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Forgiveness of related party loan	$	-		$	145,737
Recognition of finance lease right-of-use assets	$	121,960		$	132,120
Stock payable for note inducement	$	40,220		$	-
Issuance of common stock for intangible assets	$	-		$	59,000
Issuance of common stock for note inducement	$	106,557		$	468,894
Issuance of common stock for salary payable - related party	$	-		$	35,200
Issuance of common stock for conversion of debts	$	256,050		$	170,000
Issuance of common stock for conversion of Founders Series A	$	57,751		$	-
Issuance of common stock for lease	$	-		$	-
Issuance of common stock for furniture and equipment	$	-		$	76,000
Issuance of common stock for prepaid expense	$	-		$	200,700
Cancellation of common stock by related party	$	-		$	212
Issuance of Series C Preferred Shares for repayment of promissory notes	$	422,116		$	-

F-3

Table of Contents

~~The~~GPO ~~accompanying~~PLUS, ~~notes are an integral part of these audited financial statements~~INC.

20BALANCE ~~Table of Contents~~SHEETS

GPO PLUS, INC.

	April 30,			April 30,
	2025			2024
ASSETS
Current Assets:
Cash	$	336,249		$	69,415
Accounts receivable		55,012			57,792
Prepaid expenses		3,665			35,140
Inventory, net		83,299			402,152
Total Current Assets		478,225			564,499

Finance lease right-of-use assets, net		206,031			209,317
Property and equipment, net		96,968			102,409
Intangible assets, net		5,254			33,772
TOTAL ASSETS	$	786,478		$	909,997

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		1,511,492			1,557,548
Accrued interest		504,811			276,190
Accrued liabilities - related parties		338,502			233,200
Deposits		8,213			-
Convertible note payable, net of debt discount of $0		28,000			38,000
Promissory note payable, net of debt discount of $104,248 and $49,977, respectively		2,630,844			1,969,893
Finance lease liabilities		63,027			43,710
Stock payable - related parties		12,395			23,239
Stock payable		937,907			167,703
Total Current Liabilities		6,035,191			4,309,483

Finance lease liabilities - non-current		126,446			146,186
Total Liabilities		6,161,637			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; 146.5 shares and 104.5 shares issued and outstanding as of April 30, 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; 76,887,368 shares and 57,518,014 shares issued and outstanding issued and outstanding as of April 30, 2025, and April 30, 2024, respectively		7,666			5,752
Additional paid in capital		36,475,275			33,971,357
Accumulated deficit		(43,775,366	)		(39,440,047	)
Total Stockholders' Deficit		(7,292,313	)		(5,462,826	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	786,478		$	909,997

~~NOTES~~The TOaccompanying ~~THE~~notes ~~AUDITED~~are ~~FINANCIAL~~an ~~STATEMENTS~~integral part of these audited financial statements.

~~YEAR~~F-4 ~~ENDED~~Table ~~APRIL~~of ~~30, 2024 AND 2023~~Contents

~~NOTE~~GPO 1PLUS, ~~- ORGANIZATION AND BASIS OF PRESENTATION~~INC.

~~GPO~~STATEMENTS ~~Plus,~~OF ~~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.~~OPERATIONS

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.

	Year Ended
	April 30,
	2025			2024

Revenues	$	4,744,856		$	4,356,303
Cost of revenue		3,613,051			3,521,158
Gross Profit		1,131,805			835,145

Operating Expenses
General and administrative		1,819,725			1,589,393
Professional fees (including stock-based compensation of $1,304,642 and $953,469, respectively)		1,881,811			2,055,314
Professional fees - related parties (including stock-based compensation of $286,929 and $784,973, respectively)		286,929			784,973
Management fees and salaries - related parties		341,602			398,993
Total Operating Expenses		4,330,067			4,828,673

Loss from operations		(3,198,262	)		(3,993,528	)

Other Income (Expenses)
Other income		21,543			8,800
Interest expense		(1,158,600	)		(953,206	)
Total Other Expenses		(1,137,057	)		(944,406	)

Net Loss	$	(4,335,319	)	$	(4,937,934	)

Net Loss Per Common Share: Basic and Diluted	$	(0.07	)	$	(0.11	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted
		58,013,107			43,233,489

OnThe ~~June~~accompanying ~~19,~~notes ~~2020,~~are ~~the~~an ~~Company~~integral ~~changed~~part ~~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~~these ~~merger,~~audited ~~continuing~~financial ~~under the name GPO Plus, Inc~~statements.

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

~~GPOX~~GPO 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 qualityPLUS, ~~setting a new benchmark for excellence in the distribution industry~~INC.

~~NOTE~~STATEMENTS 2OF -CHANGES ~~GOING~~IN ~~CONCERN~~STOCKHOLDERS’ DEFICIT

~~The~~FOR ~~Company’s~~THE ~~financial~~YEARS ~~statements~~ENDED asAPRIL ~~of April~~ 30, ~~2024 have been prepared using generally accepted accounting principles in the United States of America (“US GAAP”) applicable to a going concern~~2025, ~~which~~AND 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 $39,440,047. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.2024

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.

	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 common stock for loan inducement		-		-		-		-		-		-		-			-		-		-		3,099,000			310			-			127,359			-			127,669
Issuance of common stock for loan extension		-		-		-		-		-		-		-			-		-		-		4,516,317			452			-			523,273			-			523,725
Issuance of common stock for loan interest		-		-		-		-		-		-		-			-		-		-		291,000			29			-			46,371			-			46,400
Issuance of common stock for lease		-		-		-		-		-		-		-			-		-		-		150,000			15			-			20,085			-			20,100
Issuance of common stock for promissory note repayment		-		-		-		-		-		-		-			-		-		-		340,000			34			-			25,366			-			25,400
Issuance of common stock for note conversion		-		-		-		-		-		-		-			-		-		-		1,000,000			100			-			9,900			-			10,000
Issuance of common stock for services - related parties		-		-		-		-		-		-		-			-		-		-		2,377,500			238			-			297,535			-			297,773
Issuance of common stock for services		-		-		-		-		-		-		-			-		-		-		7,960,915			796			-			1,033,969			-			1,034,765
Return of common stock		-		-		-		-		-		-		-			-		-		-		(595,378	)		(60	)		-			60			-			-
Subscription Receivable		-		-		-		-		-		-		-			-		-		-		-			-			60,000			-			-			60,000
Issuance of Series C Preferred Shares for cash		-		-		-		-		-		-		57			-		-		-		-			-			(60,000	)		570,000			-			510,000
Return of Series C Preferred Shares		-		-		-		-		-		-		(15	)		-		-		-		-			-			-			(150,000	)		-			(150,000	)
Net loss		-		-		-		-		-		-		-			-		-		-		-			-			-			-			(4,335,319	)		(4,335,319	)
Balance, April 30, 2025		21,250	$	167,154		175,000	$	1,750,000		1,000,000	$	100		147		$	-		115,000	$	12		76,657,368		$	7,666		$	-		$	36,475,275		$	(43,775,366	)	$	(7,292,313	)

~~NOTE~~ The 3accompanying -notes ~~SUMMARY~~are OFan ~~SIGNIFICANT~~integral ~~ACCOUNTING~~part ~~POLICIES~~of these audited financial statements.

~~Basis~~F-6 Table of ~~Presentation~~Contents

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

21STATEMENTS ~~Table~~OF ofCASH ~~Contents~~FLOWS

Use of Estimates

	Year Ended
	April 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,335,319	)	$	(4,937,934	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation for services		1,304,642			953,469
Stock based compensation for services - related parties		286,929			784,973
Stock issued for settlement of leases		20,100			28,690
Other income from gain on promissory note settlement		(9,032	)		-
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		491,750			265,147
Non-cash interest expense for promissory note		32,908			13,493
Stock payable for lease expense		7,500			-
Stock payable for promissory note extension		256,513			-
Depreciation of furniture and equipment		48,165			29,980
Depreciation of right-of-use-assets		55,879			42,010
Amortization of intangible assets		28,518			28,518
Amortization of promissory note discount		115,870			450,753
Interest expense on finance lease		13,081			15,779
Changes in operating assets and liabilities:
Accounts receivable		2,780			(14,178	)
Prepaid expenses		31,475			(2,789	)
Inventory		318,853			(245,155	)
Accounts payable and accrued liabilities		(46,055	)		1,040,509
Accrued interest		231,403			193,818
Accrued liabilities - related parties		105,302			(20,035	)
Deposit		8,213			-
Net cash used in Operating Activities		(1,043,037	)		(1,381,751	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceed from disposal of vehicle		37,662			-
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		(66,097	)		(51,447	)
Proceeds from issuance of promissory notes		755,400			1,178,500
Repayment of promissory notes		(99,220	)		(286,880	)
Repayment from return of series C preferred shares		(150,000	)		-
Proceeds from subscription of series C preferred shares		330,000			-
Proceeds from issuance of series C preferred shares		570,000			615,000
Net cash provided by Financing Activities		1,340,083			1,455,173

Net change in cash for period		266,834			13,919
Cash at beginning of period		69,415			55,496
Cash at end of period	$	336,249		$	69,415

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	550		$	13,289

NON-CASH INVESTING AND FINANCING ACTIVITIES
Recognition of finance lease right-of-use assets	$	52,593		$	121,960
Stock payable for note inducement	$	7,151		$	40,220
Stock payable for repayment of promissory notes	$	6,050		$	-
Return of common stock	$	60		$	-
Issuance of common stock for note inducement	$	87,449		$	106,557
Issuance of common stock for repayment of promissory notes	$	21,200		$	-
Issuance of common stock for conversion of debts	$	10,000		$	256,050
Issuance of common stock for conversion of Founders Series A	$	-		$	57,751
Issuance of Series C Preferred Shares for repayment of promissory notes	$	-		$	422,116

~~Preparing~~The ~~financial~~accompanying ~~statements~~notes inare ~~conformity~~an ~~with~~integral USpart ~~GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets,~~these ~~liabilities,~~audited ~~revenue,~~financial ~~and expenses~~statements. ~~Actual results and outcomes may differ from management’s estimates and assumptions.~~

~~Cash~~F-7 ~~and~~Table ~~Cash~~of ~~Equivalents~~Contents

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

AsNOTES ofTO ~~April~~THE ~~30,~~AUDITED ~~2024~~FINANCIAL ~~and April 30, 2023, the Company had cash of $69,415 and $55,496, respectively.~~STATEMENTS

~~Accounts~~YEAR ~~Receivable~~ENDED APRIL 30, 2025, AND 2024

~~Accounts~~NOTE ~~receivables~~1 ~~are~~- ~~recorded~~ORGANIZATION inAND ~~accordance~~BASIS ~~with~~OF 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.PRESENTATION

AsGPO ofPlus, ~~April~~Inc. ~~30,~~(the ~~2024~~“Company”) ~~and~~is ~~April~~a ~~30,~~corporation ~~2023~~originally established under the name of Koldeck, Inc. under the ~~Company~~corporation ~~had~~laws ~~accounts~~in ~~receivable~~the State of ~~$57,792~~Nevada ~~and~~on ~~$43~~March 29,~~614,~~ ~~respectively~~2016.

AsOn of April 302, ~~2024~~2018, the Company ~~has~~changed ~~two~~our ~~customers~~corporate ~~concentrated~~name ~~over~~from ~~10%~~Koldeck ofInc. ~~the~~to ~~accounts~~Global ~~receivable~~House atHoldings ~~90%~~Ltd. and ~~11%~~merged with our wholly owned subsidiary Global House Holdings Ltd. Koldeck Inc. remained the surviving company of the merger, ~~respectively~~continuing under the name Global House Holdings Ltd.

AsOn ofJune ~~April 30~~19, ~~2023~~2020, the Company ~~has~~changed ~~two~~our ~~customers~~corporate ~~concentrated~~name ~~over~~from ~~10%~~Global ofHouse ~~the~~Holdings ~~accounts~~Ltd. ~~receivable~~to atGPO ~~67%~~Plus, Inc. and ~~27%~~merged with our wholly owned subsidiary GPO Plus, ~~respectively~~Inc. Global House Holdings Ltd. remained the surviving company of the merger, continuing under the name GPO Plus, Inc

~~Prepaid~~Effective ~~Expense~~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 13.14%, and Mr. Chen no longer holds any equity interest in the Company.

~~Prepaid~~GPOX ~~expenses~~is ~~relate~~pioneering tothe ~~security~~future ~~deposit~~of ~~for~~distribution anto ~~office~~convenience ~~premise~~stores and ~~prepayment~~gas ~~made~~stations ~~for~~with ~~future~~our ~~services~~groundbreaking inDSD ~~advance~~distribution ~~that~~model. ~~will~~Our betechnology-driven ~~expensed~~distribution ~~over~~network ~~time~~is asstrategically ~~the~~designed ~~benefit~~to ofoptimize ~~the~~effectiveness ~~services~~and ismaximize ~~received~~reach inthrough ~~the~~a ~~future~~network ~~expected~~of ~~within~~Regional ~~one~~Hubs ~~year~~and Mini Hubs. This innovative structure enhances our efficiency and service quality, setting a new benchmark for excellence in the distribution industry.

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

NOTE 2 - GOING CONCERN

~~Inventory~~The Company’s financial statements as of April 30, 2025, 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 $43,775,366. 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.

~~Inventory~~ In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is ~~stated~~to atobtain ~~lower~~such ofresources ~~cost~~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 ~~net~~debt ~~realizable~~financing. ~~value~~However, ~~with~~management ~~cost~~cannot ~~being~~provide ~~determined~~any onassurances that the ~~first-~~Company will be successful in, ~~first-out~~accomplishing ~~(“FIFO”)~~any ~~method~~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.

AsNOTE of3 ~~April~~- ~~30,~~SUMMARY ~~2024,~~OF ~~the~~SIGNIFICANT ~~Company~~ACCOUNTING ~~recorded inventory reserve of $31,387 for slow moving or obsolete inventory.~~ POLICIES

AsBasis of ~~April 30, 2024 and April 30, 2023, the Company had finished goods inventory of $433,539 and $156,997, respectively.~~ Presentation

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

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

22Use ~~Table~~ of ~~Contents~~Estimates

~~Intangible~~Preparing ~~Assets~~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.

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

~~ASC~~For ~~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~~purposes ~~value~~ of ~~an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at~~ the ~~reporting~~statement ~~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~~the ~~appropriate~~Company ~~discount~~considers ~~rates~~all ~~and~~highly ~~other~~liquid ~~assumptions.~~instruments ~~Changes~~purchased inwith ~~these~~an ~~estimates~~original ~~and~~maturity ~~assumptions or the occurrence~~ of ~~one~~three ormonths ~~more confirming events in future periods could cause the actual results~~ or ~~outcomes~~less to ~~materially~~be ~~differ~~cash ~~from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates~~equivalents.

~~The~~As ~~cost~~ of ~~intangible~~April ~~assets~~30, ~~with~~2025, ~~determinable~~and ~~useful~~April ~~lives~~30, ~~is amortized to reflect the pattern of economic benefits consumed~~2024, ~~either on a straight-line or accelerated basis over~~ the ~~estimated~~Company ~~periods~~had ~~benefited.~~cash ~~Patents,~~of ~~technology~~$336,249 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~~$69,415, ~~an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted~~respectively. ~~(Note 4)~~

~~Long-Lived~~Accounts ~~Assets~~Receivable

~~Long-lived~~Accounts ~~assets~~receivables are ~~evaluated~~recorded ~~for~~in ~~impairment~~accordance ~~whenever~~with ~~events~~ASC or310, ~~changes~~“Receivables,” inat ~~business~~the ~~circumstances~~invoiced ~~indicate~~amount ~~that~~and ~~the~~do ~~carrying~~not ~~amount~~bear ofinterest. ~~the~~The ~~assets~~allowance ~~may~~for ~~not~~doubtful beaccounts ~~fully~~is ~~recoverable~~the orCompany’s ~~that~~best ~~the~~estimate ~~useful~~of ~~lives~~the amount of ~~these~~probable ~~assets~~credit ~~are~~losses noin ~~longer~~its ~~appropriate~~existing accounts receivable. ~~Each~~The ~~impairment~~Company ~~test~~does isnot ~~based~~currently onhave aany ~~comparison~~amount ofrecorded ~~the~~as ~~undiscounted~~an ~~future~~allowance ~~cash~~for ~~flows~~doubtful toaccounts. Based on the ~~recorded~~management’s ~~value~~estimate ofand ~~the~~based ~~asset.~~on Ifall ~~impairment~~accounts isbeing ~~indicated~~current, the ~~asset~~Company ishas ~~written~~not ~~down~~deemed it necessary to ~~its~~reserve ~~estimated~~for ~~fair~~doubtful ~~value~~accounts at this time.

~~Property~~As of April 30, ~~Plant~~2025, and ~~Equipment~~April 30, 2024, the Company had accounts receivable of $55,012 and $57,792, respectively.

~~Property~~As ~~and~~of ~~equipment~~April ~~are~~30, ~~stated~~2025, ~~at cost. Depreciation is computed using~~ the ~~straight-line~~Company ~~method.~~has ~~The~~one ~~depreciation~~customers ~~and~~concentrated ~~amortization~~over ~~methods~~10% ~~are designed to amortize the cost~~ of the ~~assets~~accounts ~~over~~receivable ~~their~~at ~~estimated useful lives~~36%, ~~in years, of the respective assets as follows:~~respectively.

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

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

~~Maintenance~~Prepaid 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.Expense

~~The~~Prepaid ~~long-lived~~expenses ~~assets~~relate ofto ~~the~~security ~~Company~~deposit ~~are reviewed~~ for ~~impairment~~an inoffice ~~accordance~~premise ~~with ASC 360, “Property, Plant~~ and ~~Equipment,”~~prepayment ~~whenever~~made ~~events~~for orfuture ~~changes~~services in ~~circumstances~~advance ~~indicate~~ that ~~the~~will ~~carrying amount of an asset may not~~ be ~~recoverable.~~expensed ~~The~~over ~~recoverability~~time ofas ~~assets~~the tobenefit ~~be held and used is measured by a comparison~~ of the ~~carrying~~services ~~amount~~is ofreceived anin ~~asset to~~ the future ~~undiscounted cash flows~~ expected towithin beone generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ~~ended April 30, 2024 and 2023, no impairment losses have been identified~~.

23 Table of Contents

	April 30,		April 30,
	2025		2024
Security Deposit for office premise	$	3,500	$	2,000
Prepayment for services to consultants		165		33,140
Total	$	3,665	$	35,140

~~Revenue~~F-8 ~~Recognition~~Table of Contents

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

~~Step~~Inventory 1:is ~~Identify~~stated ~~the~~at ~~contract(s)~~lower ~~with~~of ~~customers~~cost -or ~~The~~net ~~invoice~~realizable ~~has~~value, ~~been~~with ~~generated~~cost ~~and~~being ~~provided~~determined toon the ~~customer~~first-in, first-out (“FIFO”) method.

~~Step~~As 2:of ~~Identify~~April ~~the~~30, ~~performance~~2025, ~~obligations~~and inApril ~~the~~30, ~~contract~~2024, -the ~~The~~Company ~~performance~~recorded ~~obligations~~inventory reserve of ~~delivery~~$6,270 ofand ~~products~~$31,387 ~~are~~for ~~stated~~slow inmoving ~~the~~or ~~invoice~~obsolete inventory.

~~Step~~As 3:of ~~Determine~~April ~~the~~30, ~~transaction~~2025, ~~price~~and -April ~~The~~30, ~~transaction~~2024, ~~price~~the ~~has~~Company ~~been~~had finished ~~identified~~goods inventory, innet ~~the~~of ~~invoice~~inventory reserve of $83,299 and $402,152, respectively.

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

	April 30, 2025		April 30, 2024
Mr Vapor	$	-	$	3,473
Nutriumph®		32,412		50,039
Distro		12,574		15,675
Loon		31,926		324,142
Vyve		5,796		8,823
Coast		591		-
	$	83,299	$	402,152

~~Step~~Intangible 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.Assets

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

~~GPOX~~ASC is350 ~~pioneering~~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 ~~future~~fair value of ~~distribution~~an toasset ~~convenience~~has ~~stores~~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 ~~gas~~between ~~stations~~annual ~~with~~tests ~~our~~when ~~groundbreaking~~circumstances ~~DSD~~indicate ~~distribution~~that ~~model~~the recoverability of the carrying amount of goodwill may be in doubt. ~~Our~~Application ~~technology-driven~~of ~~distribution~~the ~~network~~goodwill isimpairment ~~strategically~~test ~~designed~~requires judgment, including the identification of reporting units, assigning assets and liabilities to ~~optimize~~reporting ~~effectiveness~~units, assigning goodwill to reporting units, and ~~maximize~~determining ~~reach~~the ~~through~~fair avalue. ~~network~~Significant judgments required to estimate the fair value of ~~Regional~~reporting ~~Hubs~~units include estimating future cash flows, determining appropriate discount rates and ~~Mini~~other ~~Hubs~~assumptions. ~~This~~Changes ~~innovative~~in ~~structure~~these ~~enhances~~estimates ~~our~~and ~~efficiency~~assumptions ~~and~~or ~~service~~the ~~quality,~~occurrence ~~setting~~of aone ~~new~~or ~~benchmark~~more ~~for~~confirming ~~excellence~~events in future periods could cause the ~~distribution~~actual ~~industry~~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.

~~During~~The ~~the~~cost ~~year~~of ~~ended~~intangible ~~April~~assets ~~30,~~with ~~2024~~determinable ~~and~~useful ~~2023,~~lives ~~the~~is ~~Company~~amortized ~~recognized~~to ~~$4,356,277~~reflect ~~and~~the ~~$653,000~~pattern of ~~revenues~~economic ~~related~~benefits ~~to merchandise and product sales~~consumed, ~~and~~either ~~$25 and $516 of revenues related to shipping recovered~~ on ~~merchandise~~a ~~sales,~~straight-line ~~respectively,~~or ~~resulting~~accelerated inbasis ~~total~~over ~~revenue~~the ofestimated ~~$4,356,303~~periods ~~and $653,516, respectively~~benefited. ~~The Company incurred cost of revenue of $3~~Patents,~~521,158~~ ~~and $467~~technology,~~504~~ and ~~generated~~other ~~gross~~intangibles ~~profit~~with ofcontractual ~~$835,145~~terms ~~and~~are ~~$186,012~~generally ~~during~~amortized ~~the~~over ~~year~~their ~~ended~~respective ~~April~~legal ~~30,~~or ~~2024~~contractual ~~and 2023, respectively~~lives. InWhen ~~regard~~certain toevents ~~the~~or ~~sales~~changes ~~that~~in ~~occurred~~operating ~~during~~conditions ~~the~~occur, ~~years~~an ~~ended~~impairment ~~April~~assessment ~~30,~~is ~~2024~~performed and ~~2023,~~lives ~~there~~of ~~are~~intangible noassets ~~unfulfilled~~with ~~obligations~~determinable ~~related~~lives tomay ~~the~~be ~~merchandise~~adjusted. ~~and~~(Note ~~product sales.~~4)

~~During~~Long-Lived ~~the year ended April 30, 2024, the Company has one customer who contributed over 10% of total sales at 95%.~~Assets

~~During~~Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the ~~year~~carrying ~~ended~~amount ~~April~~of ~~30,~~the ~~2023,~~assets may not be fully recoverable or that the ~~Company~~useful ~~has~~lives ~~three~~of ~~customers~~these ~~who~~assets ~~contributed~~are ~~over~~no ~~10%~~longer appropriate. Each impairment test is based on a comparison of ~~total~~the ~~sales~~undiscounted atfuture ~~54%,~~cash ~~31%~~flows ~~and~~to ~~10%~~the recorded value of the asset. If impairment is indicated, ~~respectively~~the asset is written down to its estimated fair value.

~~Accounts~~Property, ~~payable~~Plant and ~~accrued liabilities~~Equipment

~~Accounts~~Property ~~payable~~ and ~~accrued~~equipment ~~liabilities~~are ~~refer~~stated toat ~~trade~~cost. ~~payable~~Depreciation tois ~~non-affiliate~~computed ~~vendors~~using ~~and~~the ~~payroll~~straight-line ~~liabilities to employees~~method. AsThe ofdepreciation ~~April 30, 2024~~ and ~~April~~amortization ~~30,~~methods ~~2023,~~are ~~accounts~~designed ~~payable~~to ~~and~~amortize ~~accrued~~the ~~liabilities~~cost ~~were~~of ~~$1,557,548~~the ~~and~~assets ~~$517,037,~~over ~~comprised~~their ofestimated ~~trade~~useful ~~payable of $1~~lives,~~491,332~~ ~~and~~in ~~$514~~years,~~337~~ ~~and payroll liabilities~~ of ~~$66,216~~the ~~and~~respective ~~$2,700,~~assets ~~respectively.~~as follows:

24 Table of Contents

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

~~Leases~~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.

WeThe ~~determine~~long-lived ifassets anof ~~arrangement~~the isCompany aare ~~lease~~reviewed atfor ~~inception~~impairment in accordance with ASC 360, “Property, Plant and ~~whether~~Equipment,” whenever events or changes in circumstances indicate that the ~~lease~~carrying ~~obligation~~amount isof an ~~operating~~asset ~~lease~~may ornot ~~finance~~be ~~lease~~recoverable. inThe ~~accordance~~recoverability ~~with~~of ~~ASC~~assets ~~842,~~to ~~“Leases.”~~be Aheld ~~lease~~and ~~obligation~~used is ~~classified~~measured asby a ~~finance~~comparison ~~lease~~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, ifthe atimpairment ~~least~~to ~~one~~be recognized is measured by the amount by which the carrying amount of the ~~following~~assets ~~criteria~~exceeds isthe ~~met:~~fair value of the assets. During year ended April 30, 2025, and 2024, no impairment losses have been identified.

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

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

~~Operating~~Step ~~leases~~1: ~~are~~Identify ~~included~~the ~~in operating lease right-of-use~~ contract(~~“ROU”~~s) ~~assets,~~with ~~operating~~customers ~~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~~invoice ~~lease~~has ~~ROU~~been ~~asset~~generated ~~also includes any lease payments made~~ and ~~excludes~~provided ~~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~~customer. 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.

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

~~Finance~~Step ~~leases~~3: ~~are~~Determine ~~included~~the intransaction ~~finance~~price ~~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~~transaction ~~lease~~price ~~ROU~~has ~~asset~~been ~~also~~identified 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~~invoice. ~~The right-of-use asset is tested for impairment in accordance with ASC 360.~~

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

~~Operating~~Step ~~segments~~5: ~~are~~Recognize ~~defined~~revenue aswhen ~~components~~the ofentity ansatisfies ~~enterprise~~a ~~engaging~~performance inobligation ~~business~~- ~~activities~~The ~~for~~Company ~~which~~has ~~discrete~~shipped ~~financial~~out ~~information~~the isproduct ~~available~~ and, ~~regularly~~therefore, ~~reviewed~~satisfied by the ~~chief operating decision maker in deciding how to allocate resources and in assessing~~ performance obligation. The ~~Company~~risk ~~operates~~of ~~and~~loss ~~manages~~passed ~~its~~to ~~business as one operating segment and all of~~ the ~~Company’s~~customers ~~revenues~~at ~~and operations are currently in~~ the ~~United~~point ~~States~~of shipment.

~~Financial~~During ~~Instruments~~the year ended April 30, 2025, and 2024, the Company recognized $4,744,856 and $4,356,303 of revenues and incurred cost of revenue of $3,613,051 and $3,521,158 and generated gross profit of $1,131,805 and $835,145 during the year ended April 30, 2025, and 2024, respectively. In regard to the sales that occurred during the year ended April 30, 2025, and 2024, there are no unfulfilled obligations related to the merchandise and product sales.

~~The~~During ~~carrying~~the ~~values~~year ofended ~~our~~April ~~financial~~30, ~~instruments~~2025, ~~comprised~~the ofCompany ~~our~~has ~~current~~one ~~assets~~customer ~~and~~who ~~liabilities~~contributed ~~approximate~~over ~~their~~10% ~~fair value due to the short maturities~~ of ~~these~~total ~~financial~~sales ~~instruments~~at 93%.

~~Related~~During ~~Party~~the ~~Balances~~nine ~~and~~months ~~Transactions~~ended January 31, 2024, the Company has one customer contributed over 10% of total sales at 95%.

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

25Accounts ~~Table~~payable and accrued liabilities refer to trade payable to non-affiliate vendors and payroll liabilities to employees. As of ~~Contents~~April 30, 2025, and April 30, 2024, accounts payable and accrued liabilities were $1,511,492 and $1,557,548, comprised of trade payable of $1,457,727 and $1,491,332 and payroll liabilities of $53,765 and $66,216, respectively.

~~Convertible~~F-9 ~~Financial~~Table ~~Instruments~~of Contents

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.Leases

~~When~~We ~~the~~determine ~~Company~~if ~~has~~an ~~historically~~arrangement ~~determined~~is ~~that~~a ~~the~~lease ~~embedded~~at ~~conversion~~inception ~~options~~and ~~should~~whether ~~not be bifurcated from their host instruments, discounts have been recorded for~~ the ~~intrinsic~~lease ~~value~~obligation ofis ~~conversion~~an ~~options~~operating ~~embedded~~lease inor ~~the~~finance ~~instruments~~lease ~~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~~accordance ~~instrument. On~~with ~~May~~ASC 1842, ~~2021,~~“Leases.” ~~the~~A ~~Company~~lease ~~chose~~obligation tois ~~early~~classified ~~adopt~~as ~~ASU 2020-06 and did not record~~ a ~~beneficial~~finance ~~conversion~~lease, ~~feature~~if ~~(“BCF”)~~at ~~discount~~least onone ~~the issuance~~ of ~~convertible notes with~~ the ~~conversion~~following ~~rate~~criteria ~~below~~is ~~the Company’s market stock price on the date of note issuance.~~met:

~~Share-Based~~· ~~Compensation~~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%)

~~The~~Operating 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.leases

~~During~~Operating ~~the~~leases ~~year~~are ~~ended~~included ~~April~~in ~~30,~~operating ~~2024~~lease ~~and~~right-of-use ~~2023~~(“ROU”) assets, ~~the~~operating ~~Company~~lease ~~recorded~~liabilities $1- current,~~738,442~~ ~~stock~~and operating lease liabilities -~~based~~ ~~compensation~~noncurrent ~~expense~~on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and ~~$2,202,707~~lease ~~stock-~~liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based ~~compensation~~on ~~expense,~~the ~~which~~present ~~includes~~value ~~amortization~~of lease payments over the lease term. As most of ~~stock~~our ~~issued~~leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for ~~prepaid~~collateralized ~~services~~borrowing over a similar term of ~~$27,000~~the ~~and~~lease ~~$617,327,~~payments ~~respectively~~at commencement date. The ~~stock~~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-~~based~~line ~~compensation~~basis ~~incurred~~over ~~from~~the ~~common~~lease ~~stock~~term ~~awarded~~by adding interest expense determined using the effective interest method to ~~consultants~~the ~~and~~amortization ~~executives~~of ~~was~~right-of-use ~~reported~~asset. ~~under~~Amortization ~~professional~~of ~~fees~~the ~~and~~right-of-use ~~professional fees~~asset is calculated as the difference between the straight-line ~~related~~expense ~~parties~~and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the ~~statements~~operating expense in the statement of ~~operation~~operations. The right-of-use assets are tested for impairment in accordance with ASC 360.

	Year ended
	April 30,
	2024		2023
Common stock award to consultants	$	953,469	$	1,359,481
Common stock award to management and executives - related parties		784,973		843,226
	$	1,738,442	$	2,202,707

Finance lease

~~Basic~~Finance leases are included in finance lease right-of-use (“ROU”) assets, finance lease liabilities - current, and ~~Diluted~~finance ~~Loss~~lease ~~per~~liabilities ~~Share~~- 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.

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.Segments

~~For~~Operating ~~the~~segments ~~year~~are ~~ended~~defined ~~April~~as ~~30,~~components ~~2024~~of ~~and~~an ~~2023,~~enterprise ~~Series~~engaging Ain ~~preferred~~business ~~stock,~~activities ~~convertible~~for ~~notes,~~which ~~warrants~~discrete financial information is available and ~~common~~regularly ~~stock~~reviewed ~~payable~~by ~~were~~the ~~potentially~~chief ~~dilutive~~operating ~~instruments~~decision maker in deciding how to allocate resources and ~~were~~in assessing performance. The Company operates and manages its business as ~~not~~one ~~included~~operating insegment ~~the~~and ~~calculation~~all of ~~diluted~~the ~~loss~~Company’s ~~per~~revenues ~~share~~and asoperations ~~their~~are ~~effect~~currently ~~would~~in bethe ~~antidilutive~~United States.

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

Fair Value Measurement

26The ~~Table~~Company adopted the provisions of ~~Contents~~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:

The Company had 1,000,000 shares of Series A Preferred Stock issued and outstanding on April 30, 2024 and 2023, that are convertible into shares of common stock at a one-for-one rate. (Note 6)

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)

AsNone of ~~April 30, 2024 and 2023, convertible shares from~~ the ~~Company’s~~financial ~~non-affiliate convertible~~instruments ~~notes~~are ~~were~~measured ~~38,000~~at ~~shares~~fair ~~and~~value ~~263,000~~on ~~shares,~~a ~~respectively~~recurring basis. ~~(Note 8)~~

AsRelated ofParty ~~April~~Balances ~~30, 2024~~ and ~~2023, the outstanding warrants issued in connection with these convertible notes were 168,000. (Note 6)~~Transactions

AsThe ofCompany ~~April~~follows ~~30,~~FASB ~~2024~~ASC ~~and 2023~~850, ~~the~~“Related ~~Company~~Party ~~had stock payable of $190~~Disclosures,~~942~~” ~~and~~for $0the ~~for~~identification ~~outstanding~~of ~~1,691,213~~related ~~shares~~parties and 0disclosure ~~shares~~ of ~~common~~related ~~stock,~~party ~~respectively~~transactions. (Note 67)

~~Net~~F-10 ~~loss~~Table ~~per share for each class~~ of ~~common stock is as follows:~~Contents

	Year Ended
	April 30,
	2024			2023
Net loss per share, basic diluted	$	(0.11	)	$	(0.12	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(42.94	)	$	(35.09	)
Ordinary Common stock	$	(0.11	)	$	(0.12	)
Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		43,118,489			33,638,527
Total weighted average shares outstanding		43,233,489			33,753,527

Convertible Financial Instruments

~~New~~The ~~Accounting~~Company ~~Pronouncements~~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.

~~The~~When the Company’s ~~management~~ has ~~considered~~historically ~~all~~determined ~~recent~~that ~~accounting~~the ~~pronouncements~~embedded ~~issued~~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 ~~believes~~the ~~that~~effective ~~these~~conversion ~~recent~~price ~~pronouncements~~embedded ~~will~~in the instrument. On May 1, 2021, the Company chose to early adopt ASU 2020-06 and did not ~~have~~record a ~~material~~beneficial ~~effect~~conversion feature (“BCF”) discount on the issuance of convertible notes with the conversion rate below the Company’s ~~financial~~market ~~statements~~stock price on the date of note issuance.

~~NOTE~~Share-Based ~~4 – ASSETS PURCHASE~~Compensation

OnThe ~~July~~Company 7,accounts ~~2022,~~for ~~the~~share-based ~~Company~~compensation ~~entered~~under ~~into~~the anfair ~~Assets~~value ~~Purchase~~method ~~Agreement~~in toaccordance ~~acquire~~with ~~inventory~~ASC ~~and~~718, ~~intangible~~“Compensation ~~assets~~- ~~from~~Stock ~~Orev~~Compensation,” ~~LLC.~~which ~~The~~requires ~~purchase~~all ~~price~~such ~~consisted~~compensation ofto ~~$50,000~~employees ~~cash~~ and ~~200,000~~non-employees ~~shares~~to atbe ~~$0.30~~calculated ~~per~~based ~~share~~on ofits ~~the~~fair ~~Company’s~~value ~~common~~of ~~stock~~the ~~for~~equity ~~total~~instrument ~~consideration~~at ofthe ~~$109,000.~~grant ~~The~~date ~~Company~~and ~~acquired~~recognized ~~inventory~~in ofthe ~~$23,447~~earnings ~~and~~over ~~intangible~~the ~~assets~~requisite ~~valued~~service ator ~~$85,553.~~vesting period.

~~The~~During ~~inventory~~the ~~acquired~~year isended ~~Nutriumph~~April ~~Products~~30, 2025, and 2024, the Company recorded $1,591,571 stock-based compensation expense and $1,738,442 stock-based compensation expense, which includes amortization of stock issued for ~~resale~~prepaid ~~purposes~~services of $0 and $27,000, respectively. ~~These~~The ~~inventory~~stock-based ~~items have~~compensation ~~been~~incurred ~~sold~~from ~~during~~common ~~the~~stock ~~year~~awarded ~~ended~~to ~~April~~consultants ~~30,~~and ~~2023~~executives was reported under professional fees and professional fees - related parties in the statements of operation.

27 Table of Contents

	Year Ended
	April 30,
	2025		2024
Common stock award to consultants	$	1,304,643	$	953,469
Common stock award to management and executives - related parties		286,928		784,973
	$	1,591,571	$	1,738,442

~~The~~Basic ~~intangible assets comprised of proprietary formula at $85,553~~ and ~~Herberall~~Diluted ~~trademarks with~~Loss aper deemed value of $0. The proprietary formula has an estimated useful life of three years. The Company incurred amortization expenses of $28,518 and $23,263 for the year ended April 30, 2024 and 2023, recorded as general and administrative expenses. As of April 30, 2024 and April 30, 2023, the intangible assets were $33,772 and $62,290, net of accumulated amortization of $51,781 and $23,263. Based on the carrying value of definite-lived intangible assets as of April 30, 2023, the amortization expense for the next three years will be as follows:Share

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

~~NOTE~~For 5the –year ~~PROPERTY~~ended ~~AND~~April ~~EQUIPMENT~~30, 2025, and 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.

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

	April 30,		April 30,
	2025		2024
	(Shares)		(Shares)
Series A Preferred Shares		1,000,000		1,000,000
Convertible Notes		28,000		38,000
Warrants		168,000		168,000
Common Stock Payable		4,776,756		1,691,213
		5,972,756		2,897,213

Cost	Furniture and Equipment		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
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
Net book value	Furniture and Equipment		Computer Equipment		Automobile		Total
April 30, 2023	$	64,823	$	8,063	$	-	$	72,886
April 30, 2024	$	44,014	$	3,456	$	54,940	$	102,409

F-11

Table of Contents

OnThe ~~April~~Company ~~30,~~had ~~2023~~1, ~~the Company issued 400~~000,000 shares of ~~common~~Series ~~stock~~A atPreferred ~~$0.19~~Stock ~~per~~issued ~~share~~and ~~based~~outstanding on ~~the~~April ~~Company's stock price on December 13~~30, ~~2022~~2025, ~~the date of the asset purchase agreement, for total consideration of $76,000 to acquire furniture~~ and ~~warehouse equipment of $66,785 and computer equipment of $9,215. During the year ended April 30,~~ 2024, ~~the~~that ~~Company~~are ~~recorded~~convertible ~~other~~into ~~income~~shares of ~~$8,800 generated through the settlement of assets purchase with issuance of~~ common stock ~~from~~at ~~the~~a ~~difference~~one-for-one ~~between Company’s stock price on December 13, 2022, of $0~~rate.19 ~~and~~(Note ~~stock price at April 30, 2023, of $0.168.~~6)

~~During~~As ~~the~~of ~~fiscal year~~April ~~ended~~30, 2025, and April 30, 2024, convertible shares from the Company’s ~~acquired two~~non-affiliate ~~automobiles~~convertible ~~worth~~notes ~~$59~~were 28,~~503~~000 share and 38,000 shares, respectively. (Note 8)

As of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, ~~Property~~the ~~and~~outstanding ~~Equipment~~warrants ~~were~~issued ~~$102,409~~in ~~and~~connection ~~$72,886,~~with ~~respectively.~~these ~~Depreciation~~convertible ~~expenses of~~notes ~~$29,980 and $7,212~~ were ~~incurred during the year ended April 30~~168,000. ~~2024~~(Note ~~and 2023, respectively.~~6)

28As ~~Table~~of April 30, 2025, and April 30, 2024, the Company had stock payable of ~~Contents~~$620,302 and $190,942 for outstanding 4,776,756 shares and 1,691,213 shares of common stock, respectively. (Note 6)

~~NOTE 6~~Net -loss ~~CAPITAL~~per ~~STOCK~~share for each class of common stock is as follows:

Share Capital

	Year Ended
	April 30,
	2025			2024
Net loss per share, basic diluted	$	(0.07	)	$	(0.11	)
Net loss per common shares outstanding:
Founders Class A Common stock	$	(37.70	)	$	(42.94	)
Ordinary Common stock	$	(0.07	)	$	(0.11	)

Weighted average shares outstanding:
Founders Class A Common stock		115,000			115,000
Ordinary Common stock		57,898,107			43,118,489
Total weighted average shares outstanding		58,013,107			43,233,489

OnRecent ~~November~~Accounting 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: Pronouncements

·We ~~90,000,000~~have ~~shares~~evaluated ofall ~~ordinary~~recently ~~common stock · 10~~issued,~~000,000~~ ~~shares~~but ofnot ~~founders’~~yet ~~class A common stock · 50~~effective,~~000,000~~ ~~shares~~accounting ofpronouncements ~~blank~~and ~~check~~do ~~common~~not ~~stock~~believe ·that ~~500,000~~these ~~shares~~accounting ofpronouncements ~~founders’~~will ~~series~~have Aany ~~non-voting~~material ~~redeemable~~impact ~~preferred~~on ~~stock~~our ·financial ~~49,500,000~~statements ~~shares~~or ofdisclosures ~~blank~~upon ~~check preferred stock~~adoption.

OnNew ~~January~~Adopted ~~21,~~Accounting ~~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.~~Standards

~~Equity~~In ~~Compensation~~December ~~Plans~~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.

OnIn ~~March~~November ~~27,~~ 2023, the ~~board~~FASB ofissued ~~directors~~ASU ~~and majority shareholder of the Company approved the adoption of the GPO Plus, Inc~~No. 2023-07, ~~Equity~~Segment ~~Incentive~~Reporting ~~Plan~~ (~~the~~Topic ~~“2023 Equity Incentive Plan”~~280). ~~The~~- ~~purpose~~Improvements ~~of the 2023 Equity Incentive Plan is~~ to ~~foster~~Reportable ~~and~~Segment ~~promote~~Disclosures ~~the~~("ASU ~~Company’s long~~2023-~~term~~07"), ~~financial~~which ~~success~~require ~~and~~public ~~increase~~companies ~~stockholder~~disclose ~~value~~significant bysegment ~~motivating~~expenses ~~performance~~and ~~through~~other ~~incentive~~segment ~~compensation.~~items ~~The~~on ~~2023~~an ~~Equity~~annual ~~Incentive~~and ~~Plan~~interim isbasis ~~intended~~and to ~~encourage~~provide ~~participants~~in tointerim ~~acquire~~periods ~~and~~all ~~maintain~~disclosures ~~ownership~~about ~~interests~~a inreportable ~~the~~segment's ~~Company~~profit ~~and~~or toloss ~~attract~~ and ~~retain~~assets ~~the~~that ~~services~~are ofcurrently ~~talented~~required ~~individuals~~annually. ~~upon~~The ~~whose~~guidance ~~judgment~~is ~~and~~effective ~~special~~for ~~efforts~~public ~~the~~entities ~~successful~~for ~~conduct~~fiscal ofyears ~~the~~beginning ~~Company’s~~after ~~business~~December is15, ~~largely dependent. A total of 2~~2023,~~200,000~~ ~~shares~~and ofinterim ~~common~~periods ~~stock~~within ~~are~~fiscal ~~reserved~~years ~~and~~beginning ~~may~~after beDecember ~~issued~~15, ~~under~~2024. ~~the~~Early ~~2022~~adoption ~~Equity~~is ~~Incentive Plan~~permitted. The ~~2023~~guidance ~~Equity~~is ~~Incentive~~applied ~~Plan~~retrospectively ~~provides~~to ~~for~~all ~~the~~periods ~~granting~~presented ofin ~~incentive~~the ~~stock~~financial ~~options~~statements, ~~non-qualified~~unless ~~stock~~it ~~options,~~is ~~stock~~impracticable. ~~appreciation~~We ~~rights,~~are ~~restricted~~currently ~~stock,~~evaluating ~~stock~~the ~~units,~~impact ~~performance~~this ~~shares~~update ~~and~~will ~~performance~~have ~~units~~on to our ~~employees,~~consolidated ~~officers,~~financial ~~directors,~~statements and ~~consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits~~disclosures.

Equity Compensation Plan Information
Plan category	Number of securities tobe issuedupon exerciseof outstandingoptions,warrants andrights		Weighted averageexercise priceof outstandingoptions,warrants andrights		Number of securitiesremaining availablefor future issuanceunder equitycompensation plans (1)
Equity compensation plans approved by security holders					1,867,122 common
		-		N/A	shares

NOTE 4 – ASSETS PURCHASE

~~(1)~~ On ~~April~~July 47, ~~2023~~2022, the Company ~~issued~~entered ~~332,878~~into ~~shares~~an ofAssets ~~immediately~~Purchase ~~vested~~Agreement ~~common stock~~ to ~~employees~~acquire inventory and ~~consultants~~intangible ~~under~~assets ~~the~~from ~~2023~~Orev ~~Equity Incentive Plan~~LLC. The ~~market~~purchase ~~value~~price consisted of ~~the~~$50,000 ~~shares~~cash onand ~~the~~200,000 ~~grant~~shares ~~date~~at ~~was~~ $0.~~162~~30 per share, ~~resulting~~of inthe aCompany’s ~~$53,892.96~~common ~~expense~~stock ~~and~~for ~~1,867,122~~total ~~remaining~~consideration ~~shares~~of ~~issuable under the plan~~$109,000. NoThe ~~options~~Company oracquired ~~warrants~~inventory ~~were~~of ~~issued~~$23,447 inand ~~connection~~intangible ~~with~~assets ~~these~~valued ~~common~~at ~~shares~~$85,553.

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

~~Year~~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 $28,518 and $28,518 for the year ended April 30, 2025, and 2024, recorded as general and administrative expenses. As of April 30, 2025, and April 30, 2024, the intangible assets were $5,254 and $33,772, net of accumulated amortization of $80,299 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:

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

	Amortization
Year Ended April 30,	Expense
2026	$	5,254
	$	5,254

29F-12 Table of Contents

~~During~~NOTE ~~the~~5 ~~year~~– ~~ended~~PROPERTY ~~April~~AND ~~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.~~EQUIPMENT

~~During~~Property ~~the~~and ~~year~~equipment ~~ended~~as of April 30, ~~2024~~2025, ~~the~~and ~~Company~~April ~~issued~~30, 12024,~~320,000~~ ~~shares~~are ofsummarized ~~common~~as ~~stock for term extension of promissory notes.~~follows:

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

Cost	Furniture and Equipment		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
Disposal		-		-		(31,503	)		(31,503	)
April 30, 2025	$	72,504	$	9,215	$	95,874		$	177,593

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		20,809		3,455		23,901			48,165
Disposal		-		-		(6,353	)		(6,353	)
April 30, 2025	$	49,299	$	9,215	$	22,111		$	80,625

Net book value	Furniture and Equipment		Computer Equipment		Automobile			Total
April 30, 2024	$	44,014	$	3,455	$	54,940		$	102,409
April 30, 2025	$	23,205	$	-	$	73,763		$	96,968

During the year ended April 30, 2025, and 2024, the Company ~~issued~~acquired ~~210,865~~four ~~shares~~automobiles of ~~common~~$67,874 ~~stock~~and ~~for~~had ~~office~~no ~~lease~~additions in property and equipment, respectively.

During the year ended April 30, ~~2024~~2025, the Company ~~issued~~disposed ~~5,632,968~~of ~~shares~~an automobile at net amount of ~~common~~$25,151 ~~stock~~which towas ~~senior~~damaged ~~management~~from ~~and~~an ~~executives~~accident. atThe Company received proceed from insurance coverage of $~~761~~37,~~950~~662 ~~for~~and ~~services~~recorded other income of $12,511.

~~During~~As ~~the~~of ~~year~~April ~~ended~~30, 2025, and April 30, 2024, ~~the~~Property ~~Company~~and ~~issued~~Equipment 6were $96,~~994~~968 and $102,~~844~~409, ~~shares~~respectively. Depreciation expenses of ~~common~~$48,165 ~~stock~~and to$29,980 ~~non-affiliated~~were ~~consultants~~incurred atduring ~~$865~~the year ended April 30,~~654~~ ~~for~~2025, ~~services~~and 2024, respectively.

~~Year~~NOTE 6 ~~ended~~- ~~April~~CAPITAL ~~30, 2023~~STOCK

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

~~During~~On November 20, 2020, the ~~year~~Company ~~ended~~filed ~~April~~amended ~~30,~~and ~~2023~~restated article of incorporation, resulting in increasing the ~~Company~~authorized ~~issued 2~~share capital from 125,~~129~~000,~~304~~ 000 shares ofto ~~common~~200,000,000 ~~stock~~shares toand ~~executives~~par atvalue from $~~843,226 for~~0.001 ~~services~~per share to $0.0001 ~~(Note~~per 7)share consisting of the following:

~~During~~· ~~the~~90,000,000 ~~year~~shares ~~ended~~of ~~April~~ordinary ~~30,~~common ~~2023~~stock · 10,000,000 ~~the~~shares ~~Company~~of ~~issued 450~~founders’ class A common stock · 50,000 ,000 shares of blank check common stock at· ~~$63~~500,~~450 for~~000 ~~term~~shares ~~extension~~of founders’ series A non-voting redeemable preferred stock · 49,500,000 shares of ~~promissory~~blank ~~notes~~check ~~for~~preferred ~~three~~stock ~~additional~~(including ~~months.~~200 shares of Series C Preferred Stock subsequent designated on December 18, 2023)

~~During~~On ~~the~~January ~~year ended April 30~~21, ~~2023~~2021, the Company ~~issued 505~~filed amended certification of stock designation after issuance of class/series for designating 1,000 ,000 shares of ~~common~~blank ~~stock~~check ~~for~~preferred ~~prepaid~~stock ~~expenses~~as atSeries ~~$200,700 to~~A ~~consultants~~Preferred ~~for services~~Stock.

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

~~During~~On March 27, 2023, the ~~year~~board ~~ended~~of ~~April~~directors 30and 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 ~~issued 16~~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,~~500~~ 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 ~~cash~~the ~~proceed~~granting of ~~$24~~incentive stock options,~~757~~ 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.

~~During~~F-13 ~~the~~Table ~~year ended April 30, 2023, the Company issued 280,000 shares~~ of ~~common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share.~~Contents

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

During the year ended April 30, 2023, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000. (Note 4)

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

~~During~~(1) ~~the~~On ~~year ended~~ April 304, 2023, the Company issued ~~1,133,~~ 332 ,878 shares of immediately vested common stock ~~for~~to employees and consultants under the ~~conversion~~2023 ofEquity ~~convertible~~Incentive ~~note~~Plan. ~~principal~~The market value of ~~$170,000 at~~the ashares ~~fixed~~on ~~conversion~~the ~~rate~~grant ofdate was $0.15 162 per share, resulting in a $53,892.96 ~~(Note~~expense 8)and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares.

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

~~During~~Year ~~the year~~ ended April 30, ~~2023, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary.~~2025

During the year ended April 30, ~~Table~~2025, the Company issued 3,099,000 shares of ~~Contents~~common stock as loan inducements for promissory notes.

During the year ended April 30, ~~2023~~2025, ~~in pursuant of their resignation agreement,~~ the ~~COO and President of the~~ Company ~~returned~~issued 14,~~369~~516,~~333~~317 shares ~~and 750,000 shares~~ of common stock tofor ~~the~~term ~~Company,~~extension ~~respectively.~~of ~~The~~three ~~returned~~promissory ~~shares were immediately cancelled~~notes.

AsDuring ofthe ~~April~~year ~~30,~~ended ~~2024 and~~ April 30, ~~2023~~2025, the Company issued 291,000 shares ~~and~~of ~~outstanding ordinary~~ common stock ~~was~~for ~~57,518,014~~interest and ~~39,454,300~~fees ~~shares,~~on ~~respectively~~a promissory note upon issuance of the notes.

~~Founders’~~During ~~Class~~the Ayear ~~Common~~ended ~~Stock~~April ~~and~~30, ~~Founders’~~2025, ~~Series~~the ACompany ~~Non-Voting~~issued 150,000 ~~Redeemable~~shares ~~Preferred~~of ~~Stock~~common stock for office lease.

During the year ended April 30, ~~2021~~2025, the Company issued 340,000 shares of common ~~and preferred~~ stock ~~units~~for ~~comprising~~the ~~115,000~~repayment ~~shares~~ of ~~founders’~~principal ~~class~~amount Aof ~~common~~$16,500 ~~stock~~ and ~~28,750~~accrued ~~shares~~interest of ~~founder’s~~$2,782 ~~series~~of Apromissory ~~non-voting~~notes. ~~redeemable~~The ~~preferred~~Company ~~stock~~recorded togain ~~non-affiliates~~on ~~for~~note ~~total~~settlement ~~consideration~~ of $~~287~~9,~~500~~032 from the repayment.

~~The~~During ~~founder’s~~the ~~series~~year Aended ~~non-voting~~April ~~redeemable~~30, ~~preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option~~2025, ~~and as a result was classified as mezzanine equity in~~ the Company’s ~~balance sheet. The redemption value of $224~~issued 1,~~905~~000,000 shares ~~was determined to be its fair market value. The excess~~ of ~~the~~common ~~cash~~stock ~~consideration~~for ~~of $287,500 over~~ the ~~fair~~conversion ~~value~~ of convertible ~~the~~notes ~~founder’s series A non-voting redeemable preferred stock~~ of $~~224~~10,~~905 was allocated to the common stock at $62,595~~000.

During the year ended April 30, ~~2024~~2025, the Company issued ~~400~~ 2,~~000~~ 377,500 shares of common stock ~~for~~to ~~the~~senior ~~conversion~~management ofand ~~7,500~~executives ~~founders~~at ~~series A non-voting redeemable preferred stock of~~ $57297,~~751.~~773 for services.

AsDuring ofthe ~~April~~year ~~30,~~ended ~~2024 and~~ April 30, ~~2023~~2025, the Company ~~had 115~~issued 7,~~000 and 115~~960,~~000~~ 915 shares of ~~founders’ class A~~ common stock ~~and 21,250~~to ~~and 28,750 shares of founders’ series A~~ non-~~voting~~affiliated ~~redeemable~~consultants ~~preferred~~at ~~stock issued and outstanding~~$1,034,765 for ~~respectively~~services.

~~Series~~During Athe ~~Convertible~~year ~~Preferred~~ended ~~Stock~~April 30, 2025, the Director of the Company returned 595,378 shares of common stock to the Company due to previous over-issuance of shares during prior periods.

~~The~~Year ~~Company~~ended ~~has~~April ~~designated 1~~30,~~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.2024

OnDuring ~~January~~the 21year ended April 30, ~~2021~~2024, the Company issued ~~500~~ 2,~~000~~ 310,237 shares of ~~series~~common ~~A convertible preferred~~ stock tofor the ~~CEO~~conversion of ~~the~~convertible ~~Company~~note atprincipal of $~~0.0001~~225,000 and ~~per~~repayment ~~share~~of ~~for~~promissory ~~consideration~~notes of $5031,050. (Note 8)

OnDuring ~~January~~the 21year ended April 30, ~~2021~~2024, the Company issued ~~500~~ 400,000 shares of ~~series~~common ~~A convertible preferred~~ stock tofor anthe ~~executive~~conversion of 7,500 founders ~~the~~series ~~Company~~A atnon-voting ~~$0.0001~~redeemable ~~per~~preferred ~~share~~Stock ~~for consideration~~ of $5057,751.

AsDuring ofthe ~~April~~year ~~30,~~ended ~~2024 and~~ April 30, ~~2023~~2024, the Company ~~had~~ issued 1,~~000~~320,000 shares of ~~series~~common Astock ~~convertible~~for ~~preferred~~term ~~stock~~extension ~~issued~~of ~~and~~promissory ~~outstanding~~notes.

~~Series~~During Athe ~~Non-Voting~~year ~~Redeemable~~ended ~~Preferred~~April ~~Stock~~30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes.

OnDuring ~~May~~the 21year ended April 30, ~~2021~~2024, the Company issued ~~175~~ 210,~~000 series A non-voting redeemable preferred~~ 865 shares ~~to an executive~~ of ~~the~~common ~~Company~~stock ~~at $10 stated value per share and~~ for ~~cash~~office ~~consideration of $18~~lease. ~~(Note 7)~~

~~The~~During ~~series~~the Ayear ~~non-voting~~ended ~~redeemable~~April ~~preferred~~30, ~~stock~~2024, ~~has~~the aCompany ~~redemption~~issued 5,632,968 shares ~~value~~ of ~~$10~~common ~~per~~stock ~~share~~to ~~and~~senior ismanagement ~~contingently~~and ~~redeemable~~executives at ~~the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of~~ $1761,~~750,000~~950 for ~~was determined to be its fair market value~~services.

AsF-14 ofTable ~~April 30, 2024 and April 30, 2023, the Company had 175,000 shares~~ of ~~series A non-voting redeemable preferred stock issued and outstanding, respectively.~~Contents

31During ~~Table~~the year ended April 30, 2024, the Company issued 6,994,844 shares of ~~Contents~~common stock to non-affiliated consultants at $865,654 for services.

~~Series~~ As Cof ~~Preferred~~April ~~Stock~~30, 2025, and April 30, 2024, the issued and outstanding ordinary common stock was 76,657,368 shares and 57,518,014 shares, respectively.

~~The~~Founders’ ~~purchase~~Class ~~price~~A ofCommon ~~the~~Stock ~~series~~and CFounders’ ~~preferred~~Series isA ~~$10,000~~Non-Voting ~~per~~Redeemable ~~share~~Preferred 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.Stock

During the year ended April 30, ~~2024~~2021, the Company issued ~~61.5~~common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series CA non-voting redeemable preferred stock to non-affiliates for ~~cash~~total ~~proceeds~~consideration of $~~615~~287,~~000~~500.

~~During~~The ~~the~~founder’s ~~year~~series ~~ended~~A ~~April~~non-voting ~~30,~~redeemable ~~2024~~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 ~~issued~~balance 43sheet. ~~shares~~The redemption value of ~~series~~ C$224,905 ~~preferred~~was ~~stock~~determined ~~for~~to ~~repayment~~be its fair market value. The excess of ~~promissory~~the ~~notes~~cash consideration of $~~385~~287,~~000~~500 ~~and~~over ~~accrued~~the ~~interest~~fair value of the founder’s series A non-voting redeemable preferred stock of $37224,~~115~~905 was allocated to the common stock at $62,595.

AsDuring ofthe year ended April 30, 2024, ~~and~~the ~~April~~Company ~~30,~~issued ~~2023~~400, ~~the~~000 ~~Company~~shares ~~had~~of ~~104.5~~common ~~and~~stock 0for ~~shares~~the conversion of 7,500 founders series CA non-voting redeemable preferred stock ~~issued~~of ~~and outstanding~~$57, ~~respectively~~751.

~~Warrants~~As of April 30, 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.

OnSeries ~~June~~A ~~16,~~Convertible ~~2021,~~Preferred 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)Stock

OnThe ~~September~~Company 8,has ~~2021~~designated 1,000,000 inshares ~~conjunction~~of ~~with~~series ~~the~~A ~~issuance~~convertible ofpreferred astock. ~~convertible~~The ~~note~~series onA ~~September~~convertible 8,preferred ~~2021,~~stock ~~the~~may ~~Company~~convert ~~issued 168,000~~ into common stock ~~purchase~~at ~~warrants,~~a ~~exercisable~~rate ~~for~~equal ~~three~~to ~~years~~one ~~from~~share ~~issuance~~of atcommon ~~the~~stock ~~exercise~~for ~~price~~each share of ~~$1.25 per~~series ~~share~~A convertible preferred stock. ~~(Note~~Each 8Series 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.

~~The~~On ~~below~~January ~~table~~21, ~~summarizes~~2021, the ~~activity~~Company ofissued ~~warrants~~500,000 ~~exercisable for~~ shares of ~~common~~series A convertible preferred stock ~~during~~to the ~~year~~CEO ~~ended~~of ~~April~~the ~~30,~~Company ~~2024~~at ~~and~~$0.0001 ~~year~~per ~~ended~~share ~~April~~for ~~30,~~consideration ~~2023:~~of $50.

	Number of Shares			Weighted- Average Exercise Price
Balances as of April 30, 2022		448,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		(280,000	)		0.15
Forfeited		-			-
Balances as of April 30, 2023		168,000		$	1.25
Granted		-			-
Redeemed		-			-
Exercised		-			-
Forfeited		-			-
Balances as of April 30, 2024		168,000		$	1.25

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.

32As ~~Table~~of April 30, 2025, and April 30, 2024, the Company had 1,000,000 shares of ~~Contents~~series A convertible preferred stock issued and outstanding.

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

	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%

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 ~~following~~series ~~table~~A ~~summarizes~~non-voting ~~information~~redeemable ~~relating~~preferred tostock ~~outstanding~~has a redemption value of $10 per share and ~~exercisable~~is ~~warrants~~contingently redeemable at the holder’s option, and as ofa ~~April~~result 30was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 ~~2024:~~was determined to be its fair market value.

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

0.36

1.25

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

~~Aggregate~~Series ~~intrinsic~~C ~~value~~Preferred 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 April 30, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.11 on April 30, 2024.Stock

~~Stock~~The ~~Payable~~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.

AsDuring ofthe year ended April 30, 2024, the Company ~~had~~issued ~~stock~~61.5 ~~payable~~shares of ~~$190,942~~series ~~for~~C ~~outstanding~~preferred ~~1,691,213 common shares, comprised of~~ stock ~~payable of $23,239~~ for ~~outstanding~~cash ~~158,333~~proceeds ~~common shares to related parties and stock payable~~ of $~~167~~615,~~703 for outstanding 1,532,880 common shares to non-affiliates, respectively~~000. As of April 30, 2024, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets.

During the year ended April 30, 2024, the Company ~~recorded~~issued ~~stock~~43 ~~payable~~shares of ~~$21,200~~series ~~for~~C ~~outstanding~~preferred ~~240,000~~ stock for repayment of ~~outstanding~~promissory ~~principal~~notes ~~balance~~ of a$385,000 ~~promissory~~and ~~note~~accrued interest of $37,115.

During the year ended April 30, ~~2024~~2025, the Company ~~recorded~~issued ~~stock~~59 ~~payable~~shares of ~~$40,220~~series ~~for~~C ~~outstanding~~preferred ~~524,000~~ stock for ~~loan~~cash ~~inducements~~proceeds of ~~promissory notes~~$590,000.

During the year ended April 30, ~~2024~~2025, the Company ~~recorded~~refunded ~~stock~~$150,000 ~~payable~~to investors for the return of ~~$13,493~~15 ~~for~~shares ~~outstanding~~of ~~75,000~~series ~~stock~~C ~~related~~preferred tostock ~~interest~~originally ~~and~~issued ~~fees~~from onMarch ~~promissory~~to ~~notes~~June 2024.

~~During~~As ~~the~~of ~~year~~April ~~ended~~30, 2025, and April 30, 2024, the ~~Company~~issued ~~recorded~~and ~~stock~~outstanding ~~payable~~shares of ~~$31,975~~series ~~for~~C ~~outstanding~~preferred ~~282,965~~ stock ~~related~~were to148.5 ~~term~~shares ~~extension~~and of104.5 ashares, ~~promissory note~~respectively.

~~During~~F-15 ~~the~~Table ~~year ended April 30, 2024, the Company recorded stock payable~~ of ~~$60,815 for outstanding 410,915 common shares to consultants and employees for services.~~Contents

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

33On ~~Table~~June 16, 2021, in conjunction with the issuance of ~~Contents~~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)

~~NOTE~~On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 7168,000 stock -purchase ~~RELATED~~warrants, ~~PARTY~~exercisable ~~TRANSACTIONS~~for three years from issuance at the exercise price of $1.25 per share. (Note 8)

~~Related~~The ~~party~~below ~~compensation~~table ~~for~~summarizes the ~~year~~activity ~~ended~~of ~~April~~warrants ~~30,~~exercisable ~~2024~~for ~~and~~shares ~~2023,~~of ~~and~~common ~~shareholding~~stock ~~and~~during ~~salary~~the ~~payable~~year asended of April 30, ~~2024~~2025, and year ended April 30, ~~2023, are summarized as below~~2024:

	Year Ended April 30, 2024
	Number of Shares		Weighted- Average Exercise Price
Title	Wages Expense		Management/Consulting Fees		Stock Compensation
Balances as of April 30, 2023		168,000	$	1.25
CEO and CFO	$	124,183	$	-	$	173,631
Granted		-		-
Advisor - Affiliate		-		60,000		-
Redeemed		-		-
President - Distro Plus		104,196		-		93,240
Exercised		-		-
Operational Manager		21,440		-		28,923
Forfeited		-		-
VP - Distro Plus		77,174		-		155,902
Balances as of April 30, 2024		168,000	$	1.25
Director		-		12,000		333,277
Granted		-		-
	$	326,993	$	72,000	$	784,973
Redeemed		-		-
Exercised		-		-
Forfeited		-		-
Balances as of April 30, 2025		168,000	$	1.25

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

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:

	(1)	The President served from December 3, 2021, through October 18, 2022.
		Year Ended
	(2)	The COO served from December 29, 2021, through November 18, 2022.
		April 30,
	(3)	The interim CFO served on consultant basis since August 22, 2022, and is appointed as consultant as of October 31, 2023.
		2022
	(4)	The VP Sales and Marketing resigned on March 27, 2023, and rejoined as Lead Technologist on April 10, 2023.
Exercise price		$	1.25
	(5)	The CEO has been serving as CFO of the Company since Q3 ended January 31, 2023.
Expected term		5 years
Expected average volatility		555%-591		%
Expected dividend yield			-
Risk-free interest rate		0.41%-0.43		%

34The ~~Table~~following table summarizes information relating to outstanding and exercisable warrants as of ~~Contents~~April 30, 2025:

		As of April 30, 2024
Warrants Outstanding												Warrants Exercisable
										Series A
				Weighted Average
						Convertible				non-voting
Number				Remaining Contractual				Weighted Average				Number				Weighted Average
						Series A				redeemable
of Shares				life (in years)				Exercise Price				of Shares				Exercise Price
		Common Stock				Preferred				preferred				Salary/Consulting
	168,000				-			$	1.25				-			$	-
Title		(Shares)				(Shares)				(Shares)				Fees Payable				Stock Payable
CEO and CFO			8,912,500				500,000				-			$	13,200			$	-
Advisor - Affiliate			6,453,000				500,000				175,000				210,000				-
President - Distro Plus			699,806				-				-				10,000				23,239
Operational Manager			194,652				-				-				-				-
VP - Distro Plus			1,485,000				-				-				-				-
Director			2,489,128				-				-				-				-
			20,234,086				1,000,000				175,000			$	233,200			$	23,239

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

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 April 30, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2025, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.134 on April 30, 2025.

~~CEO~~F-16 ~~and~~Table ~~CFO~~of Contents

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

~~During~~As ~~the~~of ~~year~~April ~~ended~~30, 2025 and April 30, 2024, the Company ~~issued 1~~had stock payable of $950,~~500~~302 and $190,~~000~~ 942 for outstanding 330 shares and 0 shares of Preferred C shares and outstanding 4,776,756 and 1,691,213 common shares, comprised of stock payable of $12,395 and $23,239 for outstanding 92,500 and 158,333 common shares to ~~the~~related ~~CEO~~parties and ~~CFO~~stock ~~valued~~payable atof $~~173~~917,~~631~~907 and $167,703 for outstanding 4,684,256 and 1,532,880 common shares to non-affiliates, respectively. As of April 30, 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 year ended April 30, ~~2024~~2025, and ~~2023~~2024, the Company ~~incurred~~recorded ~~management~~stock ~~salary~~payable ~~expenses~~ of $~~124~~7,~~183~~151 and $6740,~~670~~220 for ~~to the CEO and CFO~~outstanding 201,000 ~~respectively.~~common Asshares ~~of April 30, 2024~~ and ~~April 30~~524,000 common ~~2023,~~shares ~~salary~~for ~~payable~~loan ~~was~~inducements ~~$13,200~~of ~~and~~promissory $3notes,~~462,~~ respectively.

~~Advisor~~During -the ~~Affiliate~~year ended April 30, 2025, and 2024, the Company recorded stock payable of $12,395 and $23,239 for outstanding 92,500 and 158,333 common shares to executives and senior management, respectively. (Note 7)

During the ~~years~~year ended April 30, ~~2024~~2025, and ~~2023~~2024, the Company ~~incurred~~recorded ~~consulting~~stock ~~fees~~payable of $60330,~~000~~693 and $60,~~000~~815 tofor ~~the~~outstanding ~~affiliated advisor~~2, ~~respectively. As of April 30~~467,857 ~~2024~~ and ~~April 30~~410,915 ~~2023,~~common ~~the~~shares ~~total amount due~~ to ~~the~~consultants ~~affiliated~~and ~~advisor~~employees ~~was~~for ~~$210~~services,~~000~~ ~~and $150,000,~~ respectively.

~~President~~During –the ~~Distro~~year ~~Plus~~ended April 30, 2025, and 2024, the Company recorded stock payable of $7,500 and $22,500 for outstanding 55,970 and 21,815 common shares for office rent, respectively.

OnDuring ~~November 30, 2023,~~ the ~~Company~~year ~~entered~~ended ~~into~~April a30, ~~severance~~2025, ~~agreement~~and ~~with~~2024, the ~~President of Distro Plus Division. The~~ Company ~~agreed~~recorded tostock ~~one-time~~payable ~~severance payment~~ of $46,~~615,~~050 ~~six~~and ~~consecutive~~$21,200 for ~~monthly~~outstanding ~~payments~~45,149 ~~of $5~~and 240,000 common ~~starting~~shares infor ~~December~~repayment ~~2023~~of onoutstanding ~~deferred~~principal ~~compensation~~balance ~~and issuance~~ of ~~158,333~~promissory ~~shares of restricted common stocks~~notes.

35During ~~Table~~the year ended April 30, 2025, and 2024, the Company recorded stock payable of ~~Contents~~$256,513 and $31,975 for outstanding 1,914,280 and 282,965 common shares related to term extension of promissory notes.

During the year ended April 30, ~~2023~~2025, and 2024, the Company ~~issued 299,799 shares~~recorded stock payable of ~~common~~$330,000 ~~stock~~and to$0 ~~the~~for ~~President~~outstanding of330 ~~Distro~~shares ~~Plus~~and ~~Division~~0 ~~valued~~share atof ~~$48,567~~Preferred C for cash proceed.

~~During~~NOTE 7 ~~the~~- ~~year~~RELATED ~~ended~~PARTY April 30, 2024, the Company awarded 558,340 shares of common stock to the President of Distro Plus Division valued at $93,240, of which 158,333 shares of common stock was recorded as stock payable of $23,239 as of April 30, 2024. TRANSACTIONS

~~During~~Related party compensation for the year ended April 30, ~~2024~~2025, and ~~2023~~2024, ~~the~~and ~~Company~~shareholding ~~incurred~~and ~~management~~ salary ofpayable ~~$104,196~~as ~~and $88,716 to the President, respectively. As~~ of April 30, ~~2024~~2025, and April 30, ~~2023~~2024, ~~salary~~are ~~payable~~summarized ~~was~~as ~~$10,000 and $4,038, respectively.~~below:

Operational Manager

	Year Ended April 30, 2025
Title	Wages Expense		Management/ Consulting Fees		Stock Compensation
CEO and CFO	$	164,838	$	-	$	153,438
Advisor - Affiliate		-		60,000		13,400
President - Distro Plus		-		-		(23,240	)
Operational Manager		-		-		-
VP - Distro Plus		116,764		-		143,330
Director		-		-		-
	$	281,602	$	60,000	$	286,928

During the year ended April 30, 2023, the Company awarded 29,380 shares of common stock to the Operational Manager valued at $4,760.

	Year Ended April 30, 2024
Title	Wages Expense		Management/ Consulting Fees		Stock Compensation
CEO and CFO	$	124,183	$	-	$	173,631
Advisor - Affiliate		-		60,000		-
President - Distro Plus		104,196		-		93,240
Operational Manager		21,440		-		28,923
VP - Distro Plus		77,174		-		155,902
Director		-		12,000		333,277
	$	326,993	$	72,000	$	784,973

~~During~~F-17 ~~the~~Table ~~year ended April 30, 2024, the Company awarded 165,272 shares~~ of ~~common stock to the Operational Manager valued at $28,923.~~ Contents

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

	As of April 30, 2025
	Common Stock		Convertible Series A Preferred		Series A non-voting redeemable preferred		Salary/Consulting		Stock
Title	(Shares)		(Shares)		(Shares)		Fees Payable		Payable
CEO and CFO		10,100,000		500,000		-	$	13,800	$	8,375
Advisor - Affiliate		6,553,000		500,000		175,000		270,000		-
President - Distro Plus		699,806		-		-		5,000		-
Operational Manager		194,652		-		-		-		-
VP - Distro Plus		2,575,000		-		-		8,843		4,020
Director		1,893,750		-		-		-		-
		22,016,208		1,000,000		175,000	$	297,643	$	12,395

VP – Distro Plus

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

~~During~~CEO ~~the~~and ~~year ended April 30, 2023, the Company awarded 115,000 shares of common stock to the Vice President of Distro Plus Division valued at $18,630.~~ CFO

During the year ended April 30, 2025, and 2024, the Company ~~awarded~~issued 1,~~370~~187,~~000~~500 shares and 1,500,000 shares of common stock to the ~~Vice~~CEO ~~President~~and ofCFO ~~Distro Plus Division~~ valued at $~~155~~145,~~902.~~063 and $173,631, respectively.

During the year ended April 30, ~~2024~~2025, and ~~2023~~2024, the Company ~~incurred~~recorded ~~management~~stock ~~salary~~payable of $778,~~174~~375 and $120,~~050~~ ~~to the Vice President,~~ respectively.

~~Director~~During the year ended April 30, 2025, and 2024, the Company incurred management salary expenses of $164,838 and $124,183 to the CEO and CFO, respectively. As of April 30, 2025, and April 30, 2024, salary payable was $13,800 and $13,200, respectively.

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

During the ~~years~~year ended April 30, ~~2024~~2025, and ~~2023~~2024, the Company ~~incurred~~issued ~~consulting~~100,000 ~~fees~~shares and 0 share of common stock to the affiliated advisor valued at $1213,~~000~~400 and $0 ~~to the Director~~, respectively.

~~NOTE~~During the years ended April 30, 2025, and 2024, the Company incurred consulting fees of $60,000 8and -$60,000 to ~~COVERTIBLE~~the ~~NOTE~~affiliated ~~PAYABLE~~advisor, respectively. As of April 30, 2025, and April 30, 2024, the total amount due to the affiliated advisor was $270,000 and $150,000, respectively.

~~Convertible~~President ~~note~~– ~~payable~~Distro ~~on April 30, 2024 and April 30, 2023, consists of the following:~~Plus

	April 30, 2024		April 30, 2023
Dated June 16, 2021	$	20,000	$	95,000
Dated September 8, 2021		18,000		168,000
Total convertible notes	$	38,000	$	263,000

During the year ended April 30, 2024, the Company awarded 558,340 shares of common stock to the President of Distro Plus Division valued at $93,240, of which 158,333 shares of common stock was recorded as stock payable of $23,240 as of April 30, 2024.

36During ~~Table~~the year ended April 30, 2025, the Company cancelled the stock payable for 158,333 shares of ~~Contents~~$23,240.

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~~2025, 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~~2024, ~~2022,~~ the Company ~~reduced~~incurred ~~the~~management ~~warrants~~salary ~~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~~,000 ~~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~~ $42104,~~000. During the year ended April 30, 2023, the Company issued~~196 ~~1,133,332 shares~~to ~~of common stock for~~ the ~~conversion of convertible note principal of $170~~President,~~000 at~~ ~~a fixed conversion rate of $0~~respectively.~~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 April 30, ~~2024~~2025, ~~the~~and ~~debt discount was fully amortized. As of~~ April 30, 2024 ~~and April 30~~, ~~2023,~~salary ~~the~~payable ~~convertible note principal balance~~ was $205,000 and $9510,000, respectively.

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

~~During~~Operational the year ended April 30, 2024, and 2023, the Company recorded interest expenses of $16,203 and $32,540, respectively. As of April 30, 2024 and April 30, 2023, the accrued interest payable was $80,046 and $63,843, respectively.Manager

AsDuring ofthe year ended April 30, 2024, ~~and~~the ~~April~~Company 30awarded 165,272 shares ~~2023,~~of ~~the~~common ~~convertible~~stock ~~note~~to ~~payable~~the ~~was~~Operational ~~$38,000~~Manager ~~and~~valued at $~~263~~28,~~000, respectively~~923.

37During ~~Table~~the year ended April 30, 2024, the Company incurred management salary of ~~Contents~~$21,440 to the Operational Manager.

~~NOTE 9~~VP -– ~~PROMISSORY~~Distro ~~NOTE PAYABLE~~Plus

~~Promissory~~During ~~note~~the ~~payable~~year onended April 30, ~~2024~~2025, and ~~April 30~~2024, ~~2023~~the Company awarded 1,090,000 ~~consists~~shares and 1,370,000 shares of common stock to the ~~following:~~Vice President of Distro Plus Division valued at $139,310 and $155,902, respectively.

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

During the year ended April 30, 2025, and 2024, the Company recorded stock payable to the Vice President of $4,020 and $0, respectively.

~~The~~As ~~terms~~ of April 30, 2025, and April 30, 2024, the ~~promissory~~salary ~~notes~~payable ~~are~~was ~~summarized~~$8,843 asand ~~follows:~~$0, respectively.

· Loan Expiry Term of Six Months to One Year · Weighted Average Remaining Term of 0.51 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.Director

During the year ended April 30, 2024 ~~and 2023~~, the Company ~~issued~~awarded 2,197,687 shares ~~promissory~~of ~~notes~~common ~~for~~stock ~~aggregate~~to ~~principal~~the ~~amount~~Director ofvalued at $1333,~~238~~277,~~500~~ ~~and~~of $which 1,~~560~~385,~~500~~189 shares ~~for~~of ~~proceeds~~common ofstock valued $1191,~~178,500~~089 was ~~and~~issued $1as compensation upon his termination on March 8,~~424,000,~~ ~~respectively~~2024.

During the year ended April 30, 2024, the Company ~~made~~incurred ~~repayment~~consulting onfees ~~principal balance~~ of ~~promissory notes of~~ $~~286~~12,~~880~~000 to ~~and~~the ~~accrued interest of promissory notes of $26,782~~Director.

~~During~~NOTE 8 ~~the~~- ~~year~~COVERTIBLE ~~ended~~NOTE ~~April 30, 2024, the Company issued 310,237 shares of common stock for the repayment of $31,050 principal balance of promissory notes.~~PAYABLE

~~During~~Convertible ~~the~~note ~~year~~payable ~~ended~~on April 30, ~~2024~~2025, ~~the~~and ~~Company~~April ~~issued~~30, ~~43 shares of series C preferred stock for repayment of promissory notes of $385~~2024,~~000~~ ~~and~~consists ~~accrued interest~~ of ~~$37,115.~~the following:

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

	April 30, 2025		April 30, 2024
Dated June 16, 2021	$	10,000	$	20,000
Dated September 8, 2021		18,000		18,000
Total convertible note payable	$	28,000	$	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, ~~2024~~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,~~194~~ 2022,~~800~~ 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 asthrough ~~loan~~the ~~inducements~~exercise of the warrant shares from this note for ~~promissory~~proceeds ~~notes~~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. During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible note principal of $10,000 at a fixed conversion rate of $0.15 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, and April 30, 2024, the convertible note principal balance was $10,000 and $20,000, respectively.

~~During~~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 per share. On September 8, 2021, the Company recorded total debt discount of $117,393 comprising original issue discount of $21,000 and discount from warrants of $96,393. On April 28, 2022, an agreement was reached for the extension of the expiry date to November 8, 2022, and reduced the note conversion rate from $1 per share to $0.15 per share. The Company assessed the note amendment for a debt extinguishment or modification in accordance with ASC 470-50. As the change in fair value of the convertible notes from the note amendment fell below 10% of the carrying value of the original convertible notes, the note amendment is regarded as a note modification. During the years ended April 30, ~~2024~~2023, and 2022, the Company recorded ~~stock~~amortization ~~payable~~of debt discount of $2115,~~200~~480 ~~for~~and ~~outstanding~~$101,913 ~~240~~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 ~~repayment~~the conversion of ~~outstanding~~convertible note principal ~~balance~~ of $150,000 at a ~~promissory~~fixed conversion rate of $0.10 per share. As of April 30, 2025, the debt discount was fully amortized. As of April 30, 2025, and April 30, 2024, the convertible note was $18,000 and $18,000, respectively.

38F-19 Table of Contents

During the year ended April 30, 2025, and 2024, the Company recorded ~~stock~~interest ~~payable~~expenses of $403,~~220~~397 ~~for~~and ~~outstanding~~$16,203, ~~524~~respectively. As of April 30,~~000~~ ~~stock~~2025, ~~for~~and ~~loan~~April ~~inducements~~30, of2024, ~~promissory~~the ~~notes~~accrued interest payable was $83,442 and $80,046, respectively.

~~During~~As ~~the~~of ~~year~~April ~~ended~~30, 2025, and April 30, 2024, the ~~Company~~convertible ~~recorded~~note ~~stock~~ payable ofwas $1328,~~493~~000 ~~for~~and ~~outstanding 75~~$38,000, ~~stock related to interest and fees on promissory notes~~respectively.

~~During~~NOTE 9 ~~the~~- ~~year~~PROMISSORY ~~ended~~NOTE ~~April 30, 2024, the Company recorded stock payable of $31,975 for outstanding 282,965 stock related to term extension of a promissory note.~~PAYABLE

~~During~~Promissory ~~the~~note ~~year~~payable ~~ended~~on April 30, ~~2024 and 2023~~2025, ~~the Company recorded interest expenses of $204,398~~ and ~~$60,893, respectively. As of~~ April 30, 2024 ~~and April 30~~, ~~2023,~~consists of the ~~accrued interest payable was $196,145 and $55,643, respectively.~~following:

NOTE 10 – LEASES

	April 30, 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		74,800			85,800
June 2023		187,000			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			-
January 2025		82,500			-
February 2025		33,440			-
March 2025		121,000			-
April 2025		324,500			-
Total promissory notes payable, gross		2,735,090			2,019,870
Less: Unamortized debt discount		(104,246	)		(49,977	)
Total promissory notes	$	2,630,844		$	1,969,893

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

~~During~~· ~~the~~Loan ~~year~~Expiry ~~ended~~Term ~~April~~of ~~30,~~Six ~~2024,~~Months ~~the~~to ~~Company~~One ~~entered~~Year ~~into~~· ~~finance~~Weighted ~~lease~~Average ~~contracts~~Remaining ~~for~~Term ~~three~~of ~~vehicles~~0.70 ~~with~~years ~~the~~· ~~ownership~~Annual ofinterest ~~the~~rate ~~vehicles~~of ~~transferred~~10%-18% to· ~~the~~Convertible ~~Company~~ at 25% of the ~~end~~average of the ~~term~~five of(5) lowest Daily VWAP over the ~~leases.~~ten ~~The~~(10) ~~term~~consecutive ofVWAP ~~these~~Trading ~~leases~~Days ~~are~~immediately ~~six~~preceding ~~years~~the ~~with~~date ~~APR~~on ~~ranging~~which ~~from~~the ~~13.44%~~Market toPrice ~~15.81%.~~is ~~The~~being ~~Company~~determined, ~~made~~the aHolder ~~downpayment~~elects to convert all or part of ~~$5,000~~the onnote ~~two~~in ~~vehicles.~~the event of default.

AsDuring ofthe ~~April~~year ~~30,~~ended ~~2024 and~~ April 30, ~~2023~~2025, ~~the finance lease obligations included in current liabilities were $43,710~~ and ~~$25~~2024,~~383~~ ~~and~~the ~~finance~~Company ~~lease~~issued ~~obligations~~promissory ~~included~~notes infor ~~non-current~~aggregate ~~liabilities~~principal ~~was~~amount of $~~146~~830,~~186~~ 940 and $881,~~221~~238,500 for ~~respectively.~~proceeds ~~During the year ended April 30, 2024, interest expense was $15,982 (including late charge~~ of $~~203)~~ 755,400 and ~~depreciation on the right-of-used assets was~~ $421,~~010.~~178,500, respectively.

AsDuring ofthe year ended April 30, 2025, and 2024, the Company ~~had~~made ~~the~~repayment ~~following~~on ~~lease~~principal ~~obligations:~~balance of promissory notes of $99,220 and $286,880 and accrued interest of promissory notes of $10,222 and $26,782, respectively.

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

During the year ended April 30, 2025, and 2024, the Company issued 340,000 shares and 310,237 shares of common stock for the repayment of $16,500 and $31,050 principal balance of promissory notes, respectively. During the year ended April 30, 2025, the Company recorded gain on note settlement of $9,032 from the repayment.

~~The~~F-20 ~~following~~Table ~~table summarizes the maturity~~ of ~~our lease liabilities as of April 30, 2024:~~Contents

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

During the year ended April 30, 2025, and 2024, the Company issued 3,099,000 shares and 1,194,800 shares of common stock as loan inducements for promissory notes, respectively.

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

During the year ended April 30, 2025, and 2024, the Company issued 4,516,317 shares and 1,320,000 shares of common stock for term extension for promissory notes.

39During ~~Table~~the year ended April 30, 2025, the Company issued 291,000 shares of ~~Contents~~common stock for interest and fees on a promissory note upon issuance of the notes.

AsDuring ofthe year ended April 30, 2024, the Company ~~has~~issued 43 shares ~~right-~~of~~-use~~ series ~~assets~~C aspreferred ~~follows:~~stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

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

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $7,151 and $40,220 for outstanding 201,000 common shares and 524,000 common shares for loan inducements of promissory notes, respectively.

~~NOTE~~During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $6,050 and $21,200 11for -outstanding ~~COMMITMENTS~~45,149 ~~AND~~and 240,000 common ~~CONTINGENCIES~~shares for repayment of outstanding principal balance of promissory notes.

~~The~~During ~~Company’s~~the ~~principal~~year ~~business~~ended April 30, 2025, and ~~corporate~~2024, ~~address~~the isCompany ~~3571~~recorded E.stock ~~Sunset~~payable ~~Road~~of $256,513 ~~Suite~~and ~~300~~$31,975 for ~~Las~~outstanding ~~Vegas~~1,914,280 NVand 282,965 common ~~89120~~shares related to term extension of promissory notes.

OnDuring ~~August 5, 2020,~~ the ~~Company~~year ~~entered~~ended ~~into~~April ~~a lease agreement for the office premise under a term of 6 months commencing on August 10~~30, ~~2020~~2024, at the ~~cost~~Company ofrecorded ~~$4,750~~stock ~~per month, consisting of $2,000~~ payable ~~in common shares~~ of ~~the Company and~~ $213,~~750~~493 for ~~payable in cash. Subsequent to the end of the agreement~~outstanding 75,000 stock ~~the~~related ~~premise was leased on a month-~~to~~-month~~ ~~basis.~~interest On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company and ~~$2,000~~fees ~~payable in cash. As of April 30, 2024, the lease is currently~~ on apromissory ~~month-to-month basis~~notes.

~~The~~During ~~Company~~the ~~also~~year ~~operates~~ended aApril ~~Regional~~30, ~~Distribution~~2025, ~~Hub~~and in2024, ~~Lubbock~~the Company recorded interest expenses of $238,228 ~~Texas.~~and ~~This~~$204,398, ~~office~~respectively. isDuring ~~located~~the atyear ~~512~~ended ~~East~~April ~~42nd~~30, ~~Street~~2025, ~~Lubbock~~and 2024, ~~Texas~~the ~~79404.~~Company ~~This~~made ~~office~~repayment ison ~~approximately~~note ~~9,940~~interest ~~square~~of ~~feet~~$10,222 and is$5,941, ~~currently~~respectively. ~~leased~~As ~~for~~of aApril ~~term~~30, ~~ending~~2025, ~~December~~and 31April 30, 2024, atthe aaccrued ~~cost~~interest ofpayable was $4421,~~500~~368 ~~per~~and ~~month~~$196,145, respectively.

~~The~~NOTE ~~leases~~10 ~~are~~– ~~exempt from the provisions of ASC 842, Leases, due to the short terms of their durations.~~ LEASES

~~NOTE~~In ~~12 - INCOME~~March ~~TAX~~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.

~~The~~During ~~Company~~the ~~provides~~year ~~for~~ended ~~income~~April ~~taxes~~30, ~~under ASC 740~~2024, ~~“Income Taxes.” Under~~ the ~~asset~~Company ~~and~~entered ~~liability~~into ~~method~~finance oflease ~~ASC~~contracts ~~740,~~for ~~deferred~~three ~~tax~~vehicles ~~assets~~with ~~and~~the ~~liabilities~~ownership ~~are~~of ~~recorded~~the ~~based~~vehicles ontransferred to the ~~differences~~Company ~~between~~at the ~~financial~~end ~~statement~~of ~~and~~the ~~tax~~term ~~basis~~ of ~~assets and liabilities and~~ the ~~tax~~leases. ~~rates~~The interms ~~effect~~of ~~when~~ these ~~differences~~leases are ~~expected~~six toyears ~~reverse.~~with AAPR ~~valuation~~ranging ~~allowance~~from is13.44% ~~provided~~to ~~for~~15.81%. ~~certain~~The ~~deferred tax assets if it is more likely than not that the~~ Company ~~will~~made ~~not~~a ~~realize~~downpayment ~~tax~~of ~~assets~~$5,000 ~~through~~on ~~future~~two ~~operations~~vehicles.

~~The~~As ~~reconciliation~~ of April 30, 2025, and April 30, 2024, the ~~net~~finance ~~operating~~lease ~~loss~~obligations ~~for~~included in current liabilities were $63,027 and $43,710 and finance lease obligations included in non-current liabilities were $126,446 and $146,186, respectively. During year ended April 30, 2025, and 2024, repayment on finance lease was $66,097 and ~~2023~~$51,447, isrespectively. ~~shown~~During asthe ~~follows:~~year ended April 30, 2025, and 2024, interest expense was $16,482 and $15,982 and depreciation on the right-of-used assets was $55,879 and $42,010, respectively.

	Year Ended
	April 30,			April 30,
	2024			2023
Net loss	$	(4,937,934	)	$	(4,035,513	)
Add: Stock based compensation		1,738,442			2,202,707
Net operating loss	$	(3,199,492	)	$	(1,832,806	)

As of April 30, 2025, and April 30, 2024, the Company had the following lease obligations:

40 Table of Contents

	Discount		April 30,		April 30,
	Rate	Maturity	2025		2024
Current	6.13% - 10.51%	March 2027 - July 2029	$	63,027	$	43,710
Non-current	6.13% - 10.51%	March 2027 - July 2029		126,446		146,186
			$	189,473	$	189,896

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2024 and 2023 are as follows:

Balance - April 30, 2023	$	113,604
Lease liability additions		111,960
Repayment of Lease liability		(51,447	)
Imputed interest		15,779
Balance - April 30, 2024	$	189,896
Lease liability additions		49,192
Repayment of Lease liability		(66,097	)
Imputed interest		16,482
Balance - April 30, 2025	$	189,473

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

F-21

Table of Contents

The ~~valuation~~following ~~allowance~~table ~~increased~~summarizes ~~by $671,893 and $384,890 during~~ the ~~years~~maturity ~~ended~~of ~~April~~our ~~30,~~lease ~~2024~~liabilities ~~and~~as ~~2023, respectively. As~~ of April 30, 2024, the Company had approximately $6.9 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018, can be carried forward for twenty years, whereas NOLs generated after April 30, 2018, can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2024 are subject to review by the tax authorities.2025:

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended April 30, 2024 or 2023. The Company recognizes interest accrued related to unrecognized tax benefits in interest expenses and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties on April 30, 2024 or 2023. Tax returns for the years ended 2016 through 2024 are subject to review by the tax authorities.

Year Ended April 30,
2026	$	77,268
2027		74,397
2028		34,832
Thereafter		29,722
Total lease payments		216,220
Less: imputed interest		(26,747	)
Lease liabilities	$	189,473

~~NOTE 13~~As of April 30, 2025, the Company has right-of-use ~~SUBSEQUENT~~assets ~~EVENTS~~as follows:

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

Balance - April 30, 2023	$	129,367
Additions		121,960
Depreciation		(42,010	)
Balance - April 30, 2024	$	209,317
Additions		52,592
Depreciation		(55,879	)
Balance - April 30, 2025	$	206,031

OnNOTE ~~May~~11 ~~31,~~- ~~2024,~~COMMITMENTS ~~the~~AND ~~Company issued 17 shares of series C preferred stock for cash proceeds of $170,000.~~CONTINGENCIES

OnThe ~~June~~Company’s ~~24,~~principal ~~2024,~~business ~~the~~and ~~Company~~corporate ~~issued~~address 25is ~~shares~~3571 ofE. ~~series~~Sunset CRoad, ~~preferred~~Suite ~~stock~~300, ~~for~~Las ~~cash~~Vegas, ~~proceeds~~NV ~~of $250,000~~89120.

41On ~~Table~~August 5, 2020, the Company entered into a lease agreement for the office premise under a term of ~~Contents~~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 April 30, 2025, the lease is currently on a month-to-month basis.

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

NOTE 12 - INCOME TAX

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

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Table of Contents

The reconciliation of the net operating loss for year ended April 30, 2025, and 2024 is shown as follows:

	Year Ended
	April 30,			April 30,
	2025			2024
Net loss	$	(4,335,319	)	$	(4,937,934	)
Add: Stock based compensation		1,591,571			1,738,442
Net operating loss	$	(2,743,748	)	$	(3,199,492	)

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of April 30, 2025, and 2024 are as follows:

	April 30,			April 30,
	2025			2024
Net operating loss carryforward	$	(9,691,129	)	$	(6,947,381	)
Effective tax rate		21	%		21	%
Deferred tax asset		(2,035,137	)		(1,458,950	)
Less: Valuation allowance		2,035,137			1,458,950
Net deferred asset	$	-		$	-

The valuation allowance increased by $576,187 and $671,893 during the years ended April 30, 2025, and 2024, respectively. As of April 30, 2025, the Company had approximately $9.7 million in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2036 and 2038. NOLs generated in tax years prior to April 30, 2018, can be carried forward for twenty years, whereas NOLs generated after April 30, 2018, can be carried forward indefinitely. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2025 are subject to review by the tax authorities.

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended April 30, 2025, or 2024. The Company recognizes interest accrued related to unrecognized tax benefits in interest expenses and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties on April 30, 2025, or 2024. Tax returns for the years ending 2016 through 2025 are subject to review by the tax authorities.

NOTE 13 - SUBSEQUENT EVENTS

Subsequent to April 30, 2025, and through the date that these financials were issued, the Company had the following subsequent events:

On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub in Lubbock, Texas. This office was located at 512 East 42nd Street Lubbock, Texas 79404 and is now located at 6707 Yonkers Ave Lubbock, Texas. This office is approximately 4,096 square feet and is currently leased for a term ending August 22, 2028at a cost of $4,500 per month.

On May 30, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures July 30, 2026, and accrues interest at 10%.

On July 10, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $165,000 Promissory Note for a purchase price of $150,000 convertible at 75% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures on July 10, 2026, and accrues interest at 10%.

On July 30, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures November 30, 2026, and accrues interest at 10%.

On August 15, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $110,000 Promissory Note for a purchase price of $100,000, convertible at 25% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. The note matures August 15, 2026, and accrues interest at 10%.

From May 1, 2025 through September 8, 2025, the Company issued 538,500 shares of common stock as loan inducements for promissory notes, including 76,000 shares accrued as stock payable as of April 30, 2025.

From May 1, 2025 through September 8, 2025, the Company issued 1,859,429 shares of common stock for term extension of promissory notes, including 1,859,429 shares accrued as stock payable as of April 30, 2025.

From May 1, 2025 through September 8, 2025, the Company issued 2,827,959 shares of common stock for the conversion of convertible notes of $282,796.

From May 1, 2025 through September 8, 2025, the Company issued 2,385,000 shares of common stock to non-affiliated consultants at $314,713 for services, including 2,000,000 shares accrued as stock payable as of April 30, 2025.,

From May 1, 2025 through September 8, 2025, the Company issued 600,000 shares of common stock for repayment of promissory notes.

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Table of Contents

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, April 30, 2024. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).

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

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

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Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2024, based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of April 30, ~~2024our~~2024, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending April 30, 2024: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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

Changes in Internal Control Over Financial Reporting

There were no changes in our company’s internal control over financial reporting during the quarter ended April 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

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

ITEM 9B. OTHER INFORMATION

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

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

Name		Position held with the Company		Age		Date First Elected or Appointed
Brett H. Pojunis		Chairman, Chief Executive Officer, Chief Financial Officer, and Director		4445		May 5, 2020

Business Experience

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

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

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

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

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

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

Family Relationships

Not Applicable

Involvement in certain legal proceedings

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

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);. 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;. 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;. 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

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

4519 Table of Contents

Code of Ethics

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

Committees of the Board

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

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

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

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended April 30, 2024. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Audit Committee Financial Expert

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

ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

(a) our principal executive officers. (b) each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, ~~2024~~2025 and ~~2023~~2024 (each, a “Named Executive Officer”); and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, ~~2024~~2025 and ~~2023~~2024 who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $150,000 for the respective fiscal year:

4620 Table of Contents

				SUMMARY COMPENSATION TABLE
												Change in
												Pension
										Non-		Value and
										Equity		Nonqualified
										Incentive		Deferred		All
						Stock		Option		Plan		Compensation		Other
Name and		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation
Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		Total ($)
Brett H. H. Pojunis	~~2024~~2025		~~124~~164,~~183~~838		-		~~173~~153,~~631~~438		-		-		-		-		~~297~~318,~~814~~276
CEO and CFO	~~2023~~2024		67124,~~670~~183		-		~~152~~173,~~625~~631		-		-		-		-		~~220,295~~297.814
Laurence Ruhe (1)	2024		-		-		-		-		-		-		-		-
Joesph Jaconi (1)	2025				-				-		-		-		-
Consultant	2023		216,950				545,269										762,219
CMO	2024		104,196		-		93,240		-		-		-		-		197,436
Ronald McCormick (2)	2024		-		-		-		-		-		-		-		-
President	2023		15,000		-		13,123		-		-		-		-		28,125
Wayne Smeal (3)	2024		-		-		-		-		-		-		-		-
COO	2023		15,000		-		13,125		-		-		-		-		28,125
Bryan Garabrandt (4)	2024		-		-		-		-		-		-		-		-
Vice President	2023		81,335		-		47,125		-		-		-		-		128,460
Joesph Jaconi (5)	2024		104,196		-		93,240		-		-		-		-		197,436
CMO	2023	98,716-			-		48,567		-		-		-		-		147,284

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

(1)	Joesph Jaconi served as President of Distro Plus Division from August 29, 2022. to November 30, 2023.

4721 Table of Contents

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

Grants of Plan-Based Awards

During the fiscal year ended April 30, ~~2024~~2025, we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended April 30, ~~2024~~2025, there were no options exercised by our named officers.

Compensation of Directors

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

Pension, Retirement or Similar Benefit Plans

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

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

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

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

The following table sets forth, as of ~~August~~September 1308, ~~2024~~2025, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of common stock; (ii) each of the Company’s directors (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o 3571 E. Sunset Road, Suite #300, Las Vegas, Nevada 89120.

4822 Table of Contents

As of ~~August~~September 138, ~~2024~~ 2025, there were 5785,~~633~~098,~~014~~256 shares of our common stock issued and outstanding.

Common Stock

Convertible Series A Preferred

Series A non-voting redeemable preferred

Convertible Series

Series A non-voting

Amount and

Common Stock

A Preferred

redeemable preferred

Nature of

Amount

Beneficial

Percentage of

Beneficial

Percentage of

Beneficial

Percentage of

and

Nature of

Percentage

Nature of

Percentage

Nature of

Percentage

Beneficial

Name and Address of Beneficial Owner

Ownership

Class (1)

Ownership

Class

Ownership

Class

Brett H. Pojunis

810,~~912~~100,~~500~~000

1511.4687

500,000

50.00

Michael Fugler

6,~~453~~553,000

117.2070

500,000

50.00

175,000

100.00

Directors and Executive Officers as a Group ()

1516,~~365~~653,~~500~~000

2619.6657

500,000

50.00

5% Shareholders as a Group

1516,~~365~~653,~~500~~000

2619.6657

1,000,000

100.00

175,000

100.00

The company has adopted the following equity compensation.

Equity Compensation Plans

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, ~~2024~~202 in which the amount involved in the transaction exceeded or exceeds the lesser of $150,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

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

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

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

During the year ended April 30, 2023, the Company issued 250,000 shares of common stock to Brett H. Pojunis valued at $152,625.

During the years ended April 30, 2023, and 2022, the Company incurred management fees of $0 and $43,370 with Brett H. Pojunis, respectively.

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

During the year ended April 30, 2024, and 2023, the Company incurred management salary expenses of $124,183 and $67,670 to the CEO and CFO, respectively. As of April 30, 2024, and April 30, 2023, salary payable was $13,200 and $3,462, respectively.

During the year ended April 30, 2024, the Company issued 1,437,500 shares of common stock to Brett H. Pojunis valued at $173,631.

During the year ended April 30, 2025, the Company issued 1,187,500 shares of common stock to Brett H. Pojunis valued at $153,438.

During the year ended April 30, 2025, and 2024, the Company incurred management salary expenses of $164,838 and $124,183 to the CEO and CFO, respectively.

Advisor - Affiliate

During the year ended April 30, 2022, the Company issued 175,000 series A non-voting redeemable preferred shares to the affiliated advisor of the Company at $10 stated value per share valued at $1,750,000 and for cash consideration of $18. The remaining portion of $1,749,982 was recorded as stock-based compensation expense in professional fees - related party.

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

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

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

During the years ended April 30, 2024, and 2023, the Company incurred consulting fees of $60,000 and $60,000 to the affiliated advisor, respectively. As of April 30, 2024, and April 30, 2023, the total amount due to the affiliated advisor was $210,000 and $150,000, respectively.

During the years ended April 30, 2025, and 2024, the Company incurred consulting fees of $60,000 and $60,000 to the affiliated advisor, respectively. As of April 30, 2025, and April 30, 2024, the total amount due to the affiliated advisor was $270,000 and $210,000, respectively.

Joseph Jaconi - President – Distro Plus

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

During the years ended April 30, 2023, and 2022, the Company incurred management salary of $88,716 and $0 to Mr. Jaconi, respectively. As of April 30, 2023, and 2022, salary payable was $4,038 and $0, respectively.

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

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

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

During the year ended April 30, 2024, and 2023, the Company incurred management salary of $104,196 and $98,716 to the President, respectively. As of April 30, 2024, and April 30, 2023, salary payable was $10,000 and $4,038, respectively.

Operational Manager

During the year ended April 30, 2023, the Company issued 115,000 shares of common stock to the Operational Manager valued at $18,630.

During the years ended April 30, 2023, and 2022, the Company incurred management salary of $15,947 and $0 to the Operational Manager, respectively. As of April 30, 2023, and 2022, salary payable was $903 and $0, respectively.

During the year ended April 30, 2024, the Company awarded 165,272 shares of common stock to the Operational Manager valued at $28,923.

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

VP – Distro Plus

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

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

During the year ended April 30, 2024, the Company awarded 1,370,000 shares of common stock to the Vice President of Distro Plus Division valued at $155,902.

During the year ended April 30, 2024, and 2023, the Company incurred management salary of $77,174 and $12,050 to the Vice President, respectively.

During the year ended April 30, 2025, and 2024, the Company incurred management salary of $116,764 and $77,174 to the Vice President, respectively.

During the year ended April 30, 2025, the Company issued 1,090,000 shares of common stock to VP Distro Plus valued at $143,330.

Director

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

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

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

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Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system that has requirements that a majority of the board of directors be “independent.” Our board of directors currently has one (1) member, Brett H. Pojunis. Mr. Pojunis who serves as our Chief Executive Officer, Chief Financial Officer, President and Secretary, is “independent” within the definition of independence provided in the Marketplace Rules of the National Association of Securities Dealers and the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934.

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

~~The~~Effective ~~aggregate~~as ~~fees~~of ~~billed~~October ~~for~~21, ~~the~~2024, ~~most~~Green ~~recently~~Growth ~~completed~~CPAs ~~fiscal~~(“Green ~~year~~Growth”) were ~~ended~~dismissed as ~~April~~the ~~30,~~independent ~~2024~~registered ~~and~~public ~~for~~accounting ~~fiscal~~firm ~~year~~engaged ~~ended~~to ~~April~~audit ~~30,~~the ~~2023~~financial ~~for~~statements ~~professional~~of ~~services~~GPO ~~rendered~~Plus, byInc. (the ~~principal~~“Company”). ~~accountant~~Also, ~~for~~on such date, the ~~audit~~Company’s Board of ~~our~~Directors ~~annual~~engaged Bush ~~financial~~& ~~statements~~Associates ~~and~~CPA, ~~review~~LLC of(“Bush”), to ~~the~~serve ~~financial~~as ~~statements~~its ~~included~~independent inregistered ~~our~~public ~~quarterly~~accounting ~~reports~~firm to review its Quarterly Report on Form 10-Q ~~and~~for ~~services that are normally provided by~~ the ~~accountant~~quarter inended ~~connection~~October ~~with~~31, ~~statutory~~2024, and ~~regulatory filings or engagements~~ for ~~these~~the fiscal ~~periods~~year ~~were~~ending asApril ~~follows:~~30, 2025.

~~GreenGrowth~~The ~~CPAs~~reports of Green Growth on the financial statements of the Company for the fiscal years ended April 30, 2024 and April 30, 2023, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included an explanatory paragraph with respect to the Company’s ability to continue as a going concern.

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	2024		2023
Audit Fees	$	16,168	$	-
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	16,168	$	-

During the years ended April 30, 2024 and April 30, 2023, and the subsequent interim periods through the date of this report, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Green Growth on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Green Growth’s satisfaction, would have caused Green Growth to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

52During ~~Table~~the years ended April 30, 2024 and April 30, 2023, and through the date of ~~Contents~~this report, neither the Company nor anyone on its behalf has previously consulted with Bush regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2025 and for fiscal year ended April 30, 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

GreenGrowth CPAs

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	2025		2024

Audit Fees	$	21,999	$	16.168
Audit-Related Fees		-		-
Tax Fees		-		-

All Other Fees		-		-
Total Fees	$	21,999	$	16,168

Table of Contents

Pinnacle Accountancy Group of Utah

	Year Ended		Year Ended
	April 30,		April 30,
Fee Category	~~2024~~2025		~~2023~~2024
Audit Fees	$	~~28,614~~500	$	4028,~~350~~614
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	~~28,614~~500	$	4028,~~350~~614

Bush and Associates CPA, LLC

	Year Ended April 30, 2025		Year Ended April 30, 2024
Audit Fees	$	5,000	$
Audit-Related Fees		-		-
Tax Fees		-		-

All Other Fees		-		-
Total Fees	$	5,000	$

Audit committee policies & procedures.

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

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

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements

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

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

(b)

Exhibits

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

101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

ITEM 16. FORM 10-K SUMMARY

None.

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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, thereto duly authorized.

	GPO PLUS, INC.
Dated: August 19, 2024	by:	/s/ Brett H. Pojunis
Dated: September 10, 2025	by:	/s/ Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer,
		Chief Financial Officer, Treasurer, Secretary and
		Director
		(Principal Executive Officer,
		Principal Financial Officer and Principal Accounting
		Officer)

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

Signature	Title	Dated
/s/ Brett H. Pojunis	Brett H. Pojunis	~~August~~September 1910, ~~2024~~2025
Brett H. Pojunis	President, Chief Executive Officer, Treasurer and Secretary and Director

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