GPO Plus reports $1.3M revenue but $785K net loss

Cover page 27 changes

U.S. SECURITIES AND EXCHANGE COMMISSION

1 unchanged paragraph

For the fiscal year ended: April 30, 2026

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

For the quarterly period ended: July 31, 2026

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

For the transition period from ___________ to ___________

2 unchanged paragraphs

(I.R.S. Employer Identification No.)

(State or other jurisdiction of incorporation or organization)

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

1 unchanged paragraph

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

(Registrant s telephone number, including area code) 852 - 5238-9111 .

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

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

Name of each exchange on which registered

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 past 90 days: Yes No

1 unchanged paragraph

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

5 unchanged paragraphs

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.

1 unchanged paragraph

The aggregate market value of Common Stock held by non-affiliates of the Registrant as of October 31, 2025, the last business day of the Registrant s most recently completed second fiscal quarter, was approximately $ 5,362,726 based on a $0.084 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 6, 2026, the Registrant had 96,773,765 shares of common stock issued and outstanding.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

126,807,790 common shares issued and outstanding as of October 27, 2026.

PART I - FINANCIAL INFORMATION

MD&A 58 changes

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

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended April 30, 2026 and 2025, which are included herein.

Year Ended April 30, 2026, Compared to the Year Ended April 30, 2025

Loss from Operations

We had revenues of $5,512,066 from operations during the year ended April 30, 2026, as compared to $4,744,856 of revenues during the year ended April 30, 2025. The increase in revenue is attributed to an increase in the availability of inventory during the year ended April 30, 2026

Our financial statements report a net loss of $2,420,890 for the year ended April 30, 2026, compared to a net loss of $4,335,319 for the year ended April 30, 2025. The decrease in net loss was due to a decrease in general and administrative, professional fees and interest expense and the increase in accounts payable written off.

Our operating expenses for the year ended April 30, 2026, were $3,524,446 compared to $4,330,067 for the year ended April 30, 2025. Operating expenses for the year ended April 30, 2026, consisted of $2,393,760 in general and administrative, $876,476 in professional fees, $26,013 in professional fees related parties and $227,927 in management fees and salaries relates parties. Operating expenses for the year ended April 30, 2025, consisted of $1,819,725 in general and administrative, $1,881,811 in professional fees, $286,929 in professional fees related parties and $341,602 in management fees and salaries relates parties.

The decrease in operating expenses during the year ended April 30, 2026, was mainly due to a decrease in professional fees mainly due to the decrease in stock-based compensation incurred. During the year ended April 30, 2026, the Company incurred stock-based compensation of $421,132 as compared to $1,591,571 incurred during the year ended April 30, 2025.

Our other expenses for the year ended April 30, 2026, were $310,578 compared to $1,137,057 for the year ended April 30, 2025. During the year ended April 30, 2026, and 2025, the Company incurred interest expense of $722,426 and $1,158,600 comprised of loan interest of $628,454 and $1,104,470, interest expense from finance leases of $26,172 and $16,482 and debt discount amortization of $67,800 and $37,648, respectively. During the year ended April 30, 2026, the Company recognized accounts payable written off of $413,345 and incurred loss from trade-in of automobile of $1,497. During the year ended April 30, 2025, the Company recognized gain from disposal of automobile of $21,543.

Liquidity and Financial Condition

Working Capital (Deficiency)

Our total current assets as of April 30, 2026, were $74,206 as compared to total current assets of $478,225 as of April 30, 2025, due to the decrease in cash, accounts receivable and inventory. Our total current liabilities as of April 30, 2026, were $6,699,547 as compared to total current liabilities of $6,035,191 as of April 30, 2025, due primarily to the increase in promissory note payable, finance lease liabilities, amount due to related parties and accrued interest.

Our working capital deficit on April 30, 2026, was $6,625,341 as compared to working capital deficit of $5,556,966 as of April 30, 2025, due to the factors noted above.

Cash Flows used in Operating Activities

Cash Flows used in Investing Activities

Cash Flows provided by Financing Activities

Net increase (decrease) in cash during period

Operating Activities

Net cash used in operating activities was $1,410,464 for the year ended April 30, 2026, compared with $1,043,037 net cash used in operating activities during the same period in 2025.

During the year ended April 30, 2026, net cash used in operating activities was attributed to net loss of $2,420,890 decreased by stock-based compensation of $421,131, loss from trade in of automobile of $1,499, non-cash interest expense for convertible note conversion of $171,355, non- cash interest expense for promissory note inducement of $40,139, non-cash interest expense for promissory note extension of $28,000, stock payable for lease expense of $30,000, stock payable for promissory note inducement of $33,167, stock payable for promissory note extension $51,555, depreciation of furniture and equipment of $28,240, depreciation of right -of-use assets of $154,701, amortization of intangible assets of $5,254, amortization of promissory note discount of $176,904 and interest expense on finance lease of $25,994 and a net change in operating assets and liabilities of $269,231, and was increased by written off of accounts payable $413,345 and reversal of non-cash expense for promissory note extension 13,400.

During the year ended April 30, 2025, the net cash used in operating activities was attributed to net loss of $4,335,319, decreased by stock-based compensation of $1,304,642, stock based compensation related parties of $286,929, stock issued for promissory note extension of $256,513, lease expense settled by common stock $20,100, 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 $491,750, non-cash interest expense for promissory notes of $32,908, stock payable for lease expense $7,500, depreciation of furniture and equipment of $48,165, depreciation of right-of-use assets of $55,879, amortization of intangible assets of $28,518, amortization of promissory note discount of $115,870, interest expense on finance lease of $13.081 and net changes in operating assets and liabilities of $651,971.

Investing Activities

During the year ended April 30, 2026, and 2025, we used $0 and $30,212, respectively, in investing activities.

During the year ended April 30, 2025, we used $67,874 for purchase of property and equipment and proceed from disposal of vehicle $37,662.

Financing Activities

During the year ended April 30, 2026, net cash from financing activities was $1,081,721 compared to $1,340,083 during the same period in 2025.

Cash flows from financing activities during the year ended April 30, 2026, were derived from proceeds from issuance of promissory notes totaling $1,334,500 offset by repayment of promissory notes of $141,916 and repayment for finance leases of $110,863.

During the year ended April 30, 2025, we received proceeds from issuance of promissory notes of $755,400 and proceeds for issuance of Series C preferred shares of $590,000, proceeds from subscription of C preferred shares $310,000. offset by repayments for finance leases of $66,097, repayment of promissory note $99,200 and repayment from return of C preferred shares.

As of April 30, 2026, we had cash of $7,506, prepaid expenses of $33,899 and inventory of $32,801. During the year ended April 30, 2026, we received proceeds from issuance of promissory notes of $1,334,500. During the year ended April 30, 2026, the Company recognized revenue of $5,512,066, incurred cost of revenue of $4,097,932 and generated gross profit of $1,414,134. During the year ended April 30, 2025, the Company recognized revenue of $4,744,856, incurred cost of revenue of $3,613,051 and generated gross profit of $1,131,805.

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:

Public Company + Professional Fees

General & Administrative Expense

GPO Supplies - Inventory

Unallocated Working Capital/Contingency

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $3,700,000 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.

Recent Accounting Pronouncements

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

During the year ended April 30, 2026, 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.

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.

Financial statements 341 changes

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

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.

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

CONDENSED BALANCE SHEETS

Total Current Assets

Finance lease right-of-use assets, net

Property and equipment, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

Accounts payable and accrued liabilities

Accrued liabilities - related parties

Promissory note payable, net of debt discount of $ 95,258 and $ 50,279 , respectively

Finance lease liabilities

Stock payable - related parties

Total Current Liabilities

Finance lease liabilities - non-current

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

Series A Non-Voting Redeemable Preferred Stock, $ 0.0001 par value, $ 10 stated value; 175,000 designated; 175,000 shares issued and outstanding

Stockholders' Deficit:

Series A Preferred Shares, $ 0.0001 par value, 50,000,000 shares designated; 1,000,000 shares issued and outstanding

Series C Preferred Shares, $ 0.0001 par value, 175 shares designated; 146 .5 shares issued and outstanding

Founders Class A Common stock, $ 0.0001 par value, 10,000,000 shares authorized; 115,000 shares issued and outstanding

Common stock, $ 0.0001 par value, 250,000,000 shares authorized; 96,658,765 shares and 91,190,126 shares issued and outstanding issued and outstanding, respectively

Additional paid in capital

Total Stockholders' Deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

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

CONDENSED STATEMENTS OF OPERATIONS

General and administrative

Professional fees (including stock-based compensation of $121,099 and $85,225, respectively)

Professional fees - related parties (including stock-based compensation of $13,281 and $8,788, respectively)

Management fees and salaries - related parties

Total Operating Expense

Loss from operations

Other Income (Expense)

Net Loss Per Common Share: Basic and Diluted

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

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

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2026, AND 2025

Three Months Ended July 31, 2026

Stockholders' Deficit

Founders Series A Non-Voting Redeemable Preferred Stock

Series A Non-Voting Redeemable Preferred Stock

Convertible Preferred Shares

Balance, April 30, 2026

Issuance of common stock for loan inducement

Issuance of common stock for promissory note repayment

Balance, July 31, 2026

Three Months Ended July 31, 2025

Stockholders' Deficit

Founders Series A Non-Voting Redeemable Preferred Stock

Series A Non-Voting Redeemable Preferred Stock

Convertible Preferred Shares

Balance, April 30, 2025

Issuance of common stock for loan inducement

Issuance of common stock for loan extension

Issuance of common stock for promissory note repayment

Issuance of common stock for note conversion

Issuance of common stock for services

Balance, July 31, 2025

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

CONDENSED STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

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

Stock-based compensation for services

Stock-based compensation for services - related parties

Loss from trade in of automobile

Non-cash interest expense for convertible note conversion

Non-cash interest expense for promissory note inducement

Stock payable for lease expense

Stock payable for promissory note extension

Depreciation of furniture and equipment

Depreciation of right-of-use-assets

Amortization of intangible assets

Amortization of promissory note discount

Interest expense on finance lease

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities

and 261 more changes in the filing

Forward-looking statements 48 changes

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.

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

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

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

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

Products (developing and manufacturing unique products)

Distribution (getting our products to customers through Direct to store Delivery DSD and independent sales organizations ISO s )

Branding (promoting our Products and our Company)

Sales (a technology and data-driven approach)

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

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended July 31, 2026 and 2025, which are included herein.

Three Months Ended July 31, 2026, Compared to the Three Months July 31, 2025

Loss from Operations

We had revenues of $1,295,507 from operations during the three months July 31, 2026 as compared to $1,302,172 of revenues during the three months ended July 31, 2025.

Our unaudited financial statements report a net loss of $784,715 for the three months ended July 31, 2026 compared to a net loss of $694,843 for the three months ended July 31, 2025. The increase in net loss was due to an increase in cost of revenue and interest expense.

Our operating expenses for the three months ended July 31, 2026 were $76,448 compared to $800,148 for the three months ended July 31, 2025. Operating expenses for the three months ended July 31, 2026, consisted of $518,696 in general and administrative, $199,103 in professional fees, $13,281 in professional fees related parties and $35,367 in management fees and salaries related parties. Operating expenses for the three months ended July 31, 2025 consisted of $541,289 in general and administrative, $190,789 in professional fees, $8,788 in professional fees related parties and $59,282 in management fees and salaries related parties.

Our other expenses for the three months ended July 31, 2026 were $316,430 compared to $270,993 for the three months ended July 31, 2025. During the three months ended July 31, 2026, and 2025, the Company incurred interest expense of $316,700 and $269,494 comprised of loan interest of $266,501 and $228,762, interest expense from finance leases of $5,249 and $5,960 and debt discount amortization of $44,950 and $34,772, respectively. During the three months ended July 31, 2025, the Company incurred loss from disposal of an automobile of $1,499.

Liquidity and Financial Condition

Working Capital (Deficiency)

Our total current assets as of July31, 2026 were $129,055 as compared to total current assets of $74,206 as of April 30, 2026 due to the increase in cash and inventory. Our total current liabilities as of July 31, 2026 were $7,283,271 as compared to total current liabilities of $6,699,547 as of April 30, 2026, due primarily to the increase in promissory note payable, accrued interest, stock payable and finance lease liabilities.

Our working capital deficit on July 31, 2026 was $7,154,216 as compared to working capital deficit of $6,625,341 as of April 30, 2026 due to the factors noted above.

Cash Flows used in Operating Activities

Cash Flows provided by Financing Activities

Net increase (decrease) in cash during period

Operating Activities

Net cash used in operating activities was $358,803 for the three months ended July 31, 2026 compared with $434,234 net cash used in operating activities during the same period in 2025.

During the three months ended July 31, 2026, net cash used in operating activities was attributed to net loss of $784,715 decreased by stock-based compensation of $134,380, stock payable for lease expense of $8,955, stock payable for promissory note extension of $4,957, depreciation of furniture and equipment of $974, depreciation of right-of-use-assets of $41,050, amortization of promissory note discount of $44,950, interest expense on finance lease of $5,181 and a net change in operating assets and liabilities of $185,465.

During the three months ended July 31, 2025, net cash used in operating activities was attributed to net loss of $694,843 decreased by stock-based compensation of $94,013, loss from trade in of automobile, non-cash interest expense for promissory note conversion of $171,355, non-cash interest expense for promissory note inducement of $23,150, stock payable for lease expense of $7,500, depreciation of furniture and equipment of $9,152, depreciation of right-of-use-assets of $35,279, amortization of intangible assets of $5,254, amortization of promissory note discount of $34,772, interest expense of finance assets of $5,812 and a net change on operating assets and liabilities of $127,178.

Investing Activities

There were no investing activities during the three months ended July 31, 2026 and 2025.

Financing Activities

During the three months ended July 31, 2026, net cash from financing activities was $407,507 compared to $236,120 during the same period in 2025.

Cash flows from financing activities during the three months ended July 31, 2026 were derived from proceeds from issuance of promissory notes totaling $430,100 offset by repayment for finance leases of $22,593.

Cash flows from financing activities during the three months ended July 31, 2025 were derived from proceeds from issuance of promissory notes totaling of $261,500 offset by repayment for finance leases of $25,380.

As of July 31, 2026, we had cash on hand of $56,210. We generated revenues of $1,295,507 and gross profit of $298,163 during the three months ended July31, 2026, but incurred net loss of $784,715 during the period and a cumulative net loss of $46,980,971 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations. If we are not successful in raising sufficient capital to execute our business plan, we will be required to scale down or delay our plan of operation to accommodate our available resources.

Contractual Obligations

Not required for smaller reporting companies

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Recent Accounting Pronouncements

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

Market risk 24 changes

Report on the Independent Registered Public Accounting Firm

Board of Directors and Shareholders

3571 East Sunset Road, Suite 300

Las Vegas, Nevada 89120

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GPO Plus, Inc (the Company ) as of April 30, 2026, and 2025 and the related statements of operations and changes in stockholders deficit, and cash flows, for the year ended April 30, 2026, and 2025, and the related notes (collectively referred to as the consolidated financial statements ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026, and 2025, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations, has an accumulated deficit and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of 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.

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 audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.

Our 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 provides a reasonable basis for our opinion.

Critical Audit Matters

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 Board of Directors and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Promissory Notes and Related Debt Transactions

As of April 30, 2026, the Company reported promissory notes payable, net of debt discount, of approximately $3.75 million. During the year, the Company entered into multiple financing transactions involving promissory notes, loan inducements, debt extensions, debt conversions into common stock, and debt repayments through equity issuances. The accounting for these transactions required significant management judgment in determining the appropriate accounting treatment, measuring debt discounts, recognizing non-cash interest expense, and evaluating debt modifications under U.S. GAAP. Because auditing these transactions involved especially challenging and complex auditor judgment, we determined that the accounting for promissory notes and related debt transactions was a critical audit matter.

How the Matter Was Addressed in the Audit

Our audit procedures related to this critical audit matter included, among others, the following:

We inspected the underlying promissory note agreements, amendments, and debt conversion documents.

We evaluated management's accounting for debt issuances, modifications, conversions, and related debt discounts in accordance with U.S. GAAP.

We recalculated debt discount amortization, non-cash interest expense, and equity issued in connection with debt transactions.

We tested the completeness and accuracy of promissory note balances and related disclosures in the financial statements.

/s/ Bush & Associates CPA LLC

We have served as the Company s auditor since 2025.

PCAOB ID Number 6797

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

Controls and procedures 13 changes

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, 2026. 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).

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.

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, 2026, 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, 2026, 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, 2026: (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.

Evaluation of Disclosure Controls and Procedures

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 SEC s rules. and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in by our company s in the reports filed that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our President its principal executive and Chief principal financial Officer, officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of July 31, 2026. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2026.

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

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

Changes C hanges in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our company s internal control over financial reporting during the quarter ended April 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged paragraph

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

Legal proceedings 2 changes

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

Risk factors 1 change

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

Other information 2 changes

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.

(c) Rule 10b5-1 Trading Plans. During the three months ended July 31, 2026, no director or Section 16 officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 33 changes

INCORPORATED BY REFERENCE

Articles of Incorporation

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

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

Agreement and Plan of Merger

Certificate of Change

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.

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.

Trademark License Agreement, dated December 9, 2022, by and between the Company and Yuengling s Ice Cream Corporation.

Asset Purchase Agreement, dated July 7, 2022, by and between GPO Plus, Inc. and LLC.

2023 Equity Incentive Plan

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

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

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

Date: October 29, 2026

/s/ Brett H. Pojunis

President Chief Executive Officer and

Chief Financial Officer, Treasurer,

Secretary, and Director

(Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer)