GPOX Pivots to Tech-Driven DSD, Targets $327B Convenience Market

TL;DR

**GPOX is making a high-stakes bet on tech-enabled DSD to consolidate a niche in the convenience store market; it's a speculative buy with massive upside if they execute, but don't expect smooth sailing.**

AI Summary

GPO Plus, Inc. (GPOX) reported a strategic shift from a publishing business to a technology-driven Direct Store Delivery (DSD) distribution company for convenience stores and gas stations, as detailed in its 10-K filing for the fiscal year ended April 30, 2025. The company's core business now revolves around its in-house technology platform, PRISM+, which streamlines distribution, inventory management, and data analytics. GPOX aims to consolidate the fragmented 15%-20% market share of products not delivered by major distributors in the U.S. convenience store sector, which generated $327.6 billion in in-store sales in 2023. Revenue is generated through wholesale markups, manufacturing its own products for higher margins, and charging delivery fees for its weekly DSD service. The company had 17 employees as of September 5, 2025, and plans to expand to 20,000 locations nationwide in 2025 and beyond, building on its current Midwest service area.

Why It Matters

GPOX's pivot to a tech-driven DSD model in the convenience store sector could significantly impact its growth trajectory and competitive standing. By targeting the fragmented 15%-20% of in-store products, GPOX aims to carve out a niche against larger, established distributors, potentially offering better service and efficiency to independent retailers. For investors, this represents a high-risk, high-reward play on market consolidation and technological disruption in a stable retail segment. Employees and customers could benefit from streamlined operations and a more diverse product offering, but the ambitious expansion plan to 20,000 locations by 2025 presents substantial execution risk.

Risk Assessment

Risk Level: high — The company is a 'smaller reporting company' and explicitly states it is 'not required to provide information required by this Item' (Risk Factors), which is a significant red flag for investors. Furthermore, GPOX has an ambitious goal to scale to 'over 20,000 locations nationwide' in 2025 and beyond, from its current Midwest service area, indicating substantial operational and financial risk for a company with only 17 employees as of September 5, 2025.

Analyst Insight

Investors should approach GPOX with extreme caution due to the lack of detailed risk factor disclosure and ambitious growth targets. Conduct thorough due diligence on management's execution capabilities and financial health before considering any investment, as this appears to be a highly speculative play.

Key Numbers

• $327.6B — U.S. Convenience Store In-Store Sales (Represents GPOX's target market opportunity in 2023)
• 15%-20% — Fragmented Market Share (The specific segment of the convenience store distribution market GPOX aims to consolidate)
• 152,396 — Total U.S. Convenience Stores (The overall market size for GPOX's DSD services in 2023)
• 96,161 — Independent Store Operators (Represents 63.1% of the U.S. convenience market, a key target for GPOX)
• $2.3M — Market Value (Non-Affiliate) (Aggregate market value of common stock held by non-affiliates as of October 31, 2024, indicating a micro-cap status)
• 85.1M — Shares Outstanding (Total common stock issued and outstanding as of September 08, 2025)
• 17 — Employees (Number of employees as of September 5, 2025, indicating a small operational team for ambitious growth)
• 20,000+ — Target Locations (Ambitious nationwide expansion target for 2025 and beyond)

Key Players & Entities

• GPO Plus, Inc. (company) — Registrant, operating as GPOX
• PRISM+ (company) — GPOX's in-house technology platform
• $327.6 Billion (dollar_amount) — Total U.S. convenience store in-store sales in 2023
• 152,396 (dollar_amount) — Approximate number of convenience stores and gas stations in the U.S. in 2023
• 96,161 (dollar_amount) — Number of single-store operators (63.1%) in the U.S. convenience market in 2023
• October 31, 2024 (date) — Date for aggregate market value of common stock held by non-affiliates
• $2,326,484 (dollar_amount) — Aggregate market value of common stock held by non-affiliates as of October 31, 2024
• 85,098,256 (dollar_amount) — Shares of common stock issued and outstanding as of September 08, 2025
• 17 (dollar_amount) — Number of employees as of September 5, 2025
• 20,000 (dollar_amount) — Target number of locations for nationwide expansion in 2025 and beyond

FAQ

Risk Factors

• Smaller Reporting Company Status [medium — regulatory]: As a 'smaller reporting company,' GPO Plus, Inc. is not required to provide detailed risk factor disclosures as mandated for larger entities under Item 10 of Regulation S-K. This may limit the transparency of potential risks for investors.

Industry Context

GPO Plus, Inc. is targeting the U.S. convenience store sector, which generated $327.6 billion in in-store sales in 2023. The company aims to consolidate a fragmented 15%-20% market share of products not handled by major distributors. This segment is characterized by a large number of independent store operators (96,161 out of 152,396 total U.S. convenience stores), representing a significant opportunity for GPOX's Direct Store Delivery (DSD) model.

Regulatory Implications

As a 'smaller reporting company,' GPO Plus, Inc. is exempt from providing detailed risk factor disclosures. While this simplifies reporting for the company, it may limit the transparency of potential risks for investors, particularly concerning cybersecurity and operational challenges inherent in a rapidly expanding distribution network.

What Investors Should Do

1. Monitor Expansion Progress
2. Evaluate PRISM+ Effectiveness
3. Assess Competitive Landscape
4. Review Financial Performance Post-Transition

Key Dates

• 2016-03-29: Company Incorporated — Marks the initial establishment of GPO Plus, Inc. (then Koldeck, Inc.) in Nevada, initially for a publishing business.

Glossary

Direct Store Delivery (DSD)

A distribution model where products are delivered directly from the manufacturer or distributor to the retail store, bypassing traditional warehousing and distribution centers. (This is the core business model GPOX is now focused on for convenience stores and gas stations, aiming to streamline inventory and delivery.)

PRISM+

GPO Plus, Inc.'s proprietary in-house technology platform. (This platform is central to GPOX's operations, designed to manage distribution, inventory, and data analytics for its DSD services.)

Group Purchasing Organizations (GPOs)

Entities that help organizations purchase supplies and services more cost-effectively by aggregating the purchasing power of their members. (GPOX operates as a holding company of industry-specific GPOs, though its current focus is on its DSD distribution model.)

Fast-Moving Consumer Goods (FMCG)

Everyday items that are sold quickly and at relatively low cost, such as packaged foods, beverages, toiletries, and over-the-counter drugs. (These are the types of products GPOX curates and distributes to convenience stores and gas stations.)

Smaller Reporting Company

A classification by the SEC for companies that meet certain thresholds for public float and revenue, allowing them to file scaled-down disclosure requirements. (GPOX's status as a smaller reporting company exempts it from providing detailed risk factor disclosures, potentially impacting investor understanding of risks.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year is not available in the provided text. The filing details the company's current business model and strategic shift towards Direct Store Delivery (DSD) distribution, highlighting its technology platform PRISM+ and ambitious expansion plans. It also notes the company's status as a 'smaller reporting company,' which exempts it from detailed risk factor disclosures.

Key Financial Figures

• $0.062 — as approximately $ 2,326,484 based on a $0.062 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
• $10,000 — the conversion of convertible notes of $10,000. During the three months ended April 3
• $297,773 — to senior management and executives at $297,773 for services. During the three months
• $1,034,765 — stock to non-affiliated consultants at $1,034,765 for services. From May 1, 2025 through

Filing Documents

• gpox_10k.htm (10-K) — 1461KB
• gpox_ex311.htm (EX-31.1) — 13KB
• gpox_ex321.htm (EX-32.1) — 5KB
• gpox_10kimg7.jpg (GRAPHIC) — 4KB
• gpox_10kimg11.jpg (GRAPHIC) — 3KB
• gpox_10kimg10.jpg (GRAPHIC) — 4KB
• 0001640334-25-001674.txt ( ) — 7410KB
• gpox-20250430.xsd (EX-101.SCH) — 86KB
• gpox-20250430_lab.xml (EX-101.LAB) — 435KB
• gpox-20250430_cal.xml (EX-101.CAL) — 54KB
• gpox-20250430_pre.xml (EX-101.PRE) — 383KB
• gpox-20250430_def.xml (EX-101.DEF) — 266KB
• gpox_10k_htm.xml (XML) — 1231KB

BUSINESS

BUSINESS 3 ITEM 1A.

RISK FACTORS

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

PROPERTIES

PROPERTIES 8 ITEM 3.

LEGAL PROCEEDINGS

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

EXECUTIVE COMPENSATION 20 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 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

SIGNATURES 29 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. Ove

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 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. 7 Table of Contents 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.

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. 8 Table of Contents PART II 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 September 08, 2025, we had 144 shareholders of record of our common stock with 84,798,256 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

View Full Filing

View this 10-K filing on SEC EDGAR