Quarterly Report for Quarter Ending July 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

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

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

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

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

General Overview

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

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

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

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

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, 2025 and 2024 which are included herein.

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

		Three Months Ended
		July 31,
		2025				2024				Changes				%
Revenues		$	1,302,172			$	1,207,741			$	94,431				8	%
Cost of revenue			(925,874	)			(945,994	)			20,120				-2	%
Gross Profit			376,298				261,747				114,551				44	%
Operating Expenses			(800,148	)			(746,949	)			(53,199	)			7	%
Loss from Operations			(423,850	)			(485,202	)			61,352				-13	%
Other Income (Expenses)			(270,993	)			(101,507	)			(169,486	)			167	%
Net Loss		$	(694,843	)		$	(586,709	)		$	(108,134	)			18	%

Revenues

We had revenues of $1,302,172 from operations during the three months July31, 2025, as compared to $1,207,741 of revenues during the three months ended July 31, 2024. The increase in revenue is attributed to an increase in the availability of inventory during the three months ended July31, 2025.

Net Loss

Our unaudited financial statements report a net loss of $694,843 for the three months ended July 31, 2025 compared to a net loss of $586,709 for the three months ended July 31, 2024. The increase in net loss was due to an increase in in operating expenses and other expenses.

Expenses

Our operating expenses for the three months ended July 31, 2025 were $800,148 compared to $746,949 for the three months ended July 31, 2024. 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. Operating expenses for the three months ended July 31, 2024, consisted of $465,979 in general and administrative, $190,122 in professional fees, $7,308 in professional fees - related parties and $83,540 in management fees and salaries - related parties. The increase in operating expenses during the three months ended July 31, 2025 was mainly due to the increase in automobile expense and salaries and wages.

Our other expenses for the three months ended July 31, 2025 were $270,993 compared to $101,507 for the three months ended July 31, 2024. During the three months ended July 31, 2025 and 2024, the Company incurred interest expenses from loans of $228,812 and $70,297, interest expense from finance leases of $5,960 and $3,932, debt discount amortization of $34,772 and $26,018 and gain from trade in of automobile of $1,499, respectively.

Liquidity and Financial Condition

Working Capital

		July 31,				April 30,
		2025				2025
Current Assets		$	333,237			$	478,225
Current Liabilities		$	5,729,392			$	6,035,191
Working Capital (Deficiency)		$	(5,396,155	)		$	(5,556,966	)

Our total current assets as of July 31, 2025 were $333,237 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 July 31, 2025 were $5,729,392 as compared to total current liabilities of $6,035,191 as of April 30, 2025, due primarily to the decrease in stock payable, accounts payable and accrued liabilities, accrued interest and convertible notes.

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Our working capital deficit on July 31, 2025 was $5,396,155 as compared to working capital deficit of $5,556,966 as of April 30, 2025 due to the factors noted above.

Cash Flows

		Three Months Ended
		July 31,
		2025				2024
Cash Flows used in Operating Activities		$	(434,234	)		$	(164,788	)
Cash Flows used in Investing Activities			-				(67,874	)
Cash Flows provided by Financing Activities			236,120				219,971
Net increase in cash during period		$	(198,114	)		$	(12,691	)

Operating Activities

Net cash used in operating activities was $434,234 for the three months ended July 31, 2025 compared with $164,788 net cash used in operating activities during the same period in 2024.

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.

During the three months ended July 31, 2024, net cash used in operating activities was attributed to net loss of $586,709 decreased by stock-based compensation of $7,110, stock based compensation for related parties of $7.308, stock payable for lease expense of $7,500, stock payable for interest expense for promissory notes of $32,908, depreciation of property and equipment of $12,723, depreciation for right-of-use assets of $12,046, amortization of intangible assets of $7,129, amortization of promissory note discount of $26,018 and interest expense on finance lease of $3,931 and a net change in operating assets and liabilities of $305,248.

Investing Activities

During the three months ended July 31, 2025, the Company had no investing activities.

During the three months ended July 31, 2024, the Company used $67,874 in investing activities for the acquisition of four vehicles.

Financing Activities

During the three months ended July 31, 2025, net cash from financing activities was $236,120 compared to $219,971 during the same period in 2024.

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.

Cash flows from financing activities during the three months ended July 31, 2024 were from repayment for finance leases $14,529, repayment of promissory notes $25,500, repayment from return of series C preferred shares $100,000 and proceeds from issuance of series C preferred shares totalling $360,000.

Going Concern

As of July 31, 2025, we had cash on hand of $138,135. We generated revenues of $1,302,172 and gross profit of $376,298 during the three months ended July 31, 2025, but incurred net loss of $694,843 during the period and a cumulative net loss of $44,470,209 since our inception. We expect to generate additional losses for the foreseeable future while we establish our business.

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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.

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.