GPO Plus, Inc. Files 10-K Amidst Capital Structure Changes

TL;DR

GPO Plus filed its 10-K showing major stock changes in May/June 2024. Watch closely.

AI Summary

GPO Plus, Inc. filed its 10-K for the fiscal year ending April 30, 2024, reporting significant changes in its capital structure. The company's former names include GLOBAL HOUSE HOLDINGS LTD. and KOLDECK INC. The filing details various preferred stock issuances and subsequent events, including Series C preferred stock transactions in May and June 2024.

Why It Matters

This filing provides insight into GPO Plus, Inc.'s financial health and strategic moves, particularly concerning its equity structure, which can impact investor confidence and future growth prospects.

Risk Assessment

Risk Level: medium — The filing indicates significant activity in preferred stock, which can signal financial restructuring or capital-raising efforts that carry inherent risks.

Key Numbers

• 90000000 — Total Assets (Indicates the company's overall asset base at fiscal year-end.)
• 57518014 — Total Liabilities (Represents the company's total debt and obligations.)
• 39454300 — Total Equity (Shows the net worth of the company.)

Key Players & Entities

• GPO Plus, Inc. (company) — Filer of the 10-K
• GLOBAL HOUSE HOLDINGS LTD. (company) — Former name of GPO Plus, Inc.
• KOLDECK INC. (company) — Former name of GPO Plus, Inc.
• 04-30-2024 (date) — Fiscal year end
• May 2024 (date) — Subsequent event period
• June 2024 (date) — Subsequent event period

FAQ

Key Financial Figures

• $0.14 — as approximately $ 3,941,345 based on a $0.14 average bid and asked price on such dat
• $860 Billion — ns. Total industry revenues approached $860 Billion for the year, with $532.2 Billion deriv
• $532.2 Billion — roached $860 Billion for the year, with $532.2 Billion derived from motor fuel sales and $327.
• $327.6 Billion — llion derived from motor fuel sales and $327.6 Billion from in-store sales, highlighting the s
• $4,500 — for a term of 12 months at the cost of $4,500 per month, consisting of $2,500 payable
• $2,500 — cost of $4,500 per month, consisting of $2,500 payable in common shares of the Company
• $2,000 — arket value at the time of payment) and $2,000 payable in cash. We may extend our leas
• $225,000 — ersion of convertible note principal of $225,000 and repayment of promissory notes of $3
• $31,050 — 00 and repayment of promissory notes of $31,050. (Note 8) During the year ended April
• $57,751 — on-voting redeemable preferred Stock of $57,751. During the year ended April 30, 2024,
• $761,950 — to senior management and executives at $761,950 for services. During the year ended Ap
• $865,654 — stock to non-affiliated consultants at $865,654 for services. Issuer Purchases of Equi

Filing Documents

• gpox_10k.htm (10-K) — 1566KB
• gpox_ex311.htm (EX-31.1) — 11KB
• gpox_ex321.htm (EX-32.1) — 4KB
• gpox_10kimg3.jpg (GRAPHIC) — 3KB
• gpox_10kimg2.jpg (GRAPHIC) — 4KB
• gpox_10kimg1.jpg (GRAPHIC) — 6KB
• 0001640334-24-001319.txt ( ) — 7500KB
• gpox-20240430.xsd (EX-101.SCH) — 88KB
• gpox-20240430_lab.xml (EX-101.LAB) — 436KB
• gpox-20240430_cal.xml (EX-101.CAL) — 51KB
• gpox-20240430_pre.xml (EX-101.PRE) — 390KB
• gpox-20240430_def.xml (EX-101.DEF) — 275KB
• gpox_10k_htm.xml (XML) — 1214KB

BUSINESS

BUSINESS 3 ITEM 1A.

RISK FACTORS

RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 7 ITEM 2.

PROPERTIES

PROPERTIES 7 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 7 ITEM 4. MINE SAFETY DISCLOSURES 7 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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

EXECUTIVE COMPENSATION 46 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

SIGNATURES 55 2 Table of Contents

FORWARD-LOOKING STATEMENTS

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

BUSINESS

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. 3 Table of Contents 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.

RISK FACTORS

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.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None

PROPERTIES

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.

LEGAL PROCEEDINGS

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.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 7 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information 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 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 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. 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 E

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

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, 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

View Full Filing

View this 10-K filing on SEC EDGAR