{"url_path":"/sec/gpox/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001304-index.html","accession_number":"0001640334-26-001304","cik":"0001673475","ticker":"GPOX","issuer_name":"GPO Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1673475/0001640334-26-001304-index.html","primary_entity_key":"0001673475","primary_entity_name":"GPO Plus, Inc."},"word_count":2342,"has_tables":true,"body_markdown":"**ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**\n\n \n\nThe 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.\n\n \n\nOur audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.\n\n \n\n**Results of Operations**\n\n \n\nThe 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.\n\n   \n\n***Year Ended April 30, 2026, Compared to the Year Ended April 30, 2025***\n\n \n\n \n\n \n\n**Year Ended**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n** April 30,**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n**Changes**\n\n \n\n \n\n**%**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRevenues\n\n \n$5,512,066\n \n\n \n$4,744,856\n \n\n \n$767,210\n \n\n \n\n \n16%\n\nCost of revenue\n\n \n\n \n(4,097,932 )\n \n\n \n(3,613,051 )\n \n\n \n(484,881 )\n \n\n \n13%\n\nGross Profit\n\n \n\n \n1,414,134\n \n\n \n\n \n1,131,805\n \n\n \n\n \n282,329\n \n\n \n\n \n25%\n\nOperating Expenses\n\n \n\n \n(3,524,446 )\n \n\n \n(4,330,067 )\n \n\n \n805,621\n \n\n \n\n \n-19%\n\nLoss from Operations\n\n \n\n \n(2,110,312 )\n \n\n \n(3,198,262 )\n \n\n \n1,087,950\n \n\n \n\n \n-34%\n\nOther Expenses\n\n \n\n \n(310,578 )\n \n\n \n(1,137,057 )\n \n\n \n826,479\n \n\n \n\n \n-73%\n\nNet Loss\n\n \n$(2,420,890 )\n \n$(4,335,319 )\n \n$1,914,429\n \n\n \n\n \n-44%\n\n \n\n***Revenues***\n\n \n\nWe 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\n\n \n\n***Net Loss***\n\n \n\nOur 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.\n\n   \n\n***Expenses***\n\n \n\nOur 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.\n\n \n\nThe 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.\n\n \n\nOur 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 $21,543.\n\n   \n\n \n\n11\n\n*Table of Contents*\n\n \n\n**Liquidity and Financial Condition**\n\n \n\n***Working Capital***\n\n \n\n \n\n \n\n**April 30,**\n\n \n\n \n\n**April 30,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Assets\n\n \n\n$\n\n74,206\n\n \n\n \n\n$\n\n478,225\n\n \n\nCurrent Liabilities\n\n \n\n$\n\n6,699,547\n\n \n\n \n\n$\n\n6,035,191\n\n \n\nWorking Capital (Deficiency)\n\n \n\n$\n\n(6,625,341\n\n)\n\n \n\n$\n\n(5,556,966\n\n)\n\n  \n\nOur 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.\n\n \n\nOur working capital deficit on April 30, 2026, was $6,625,341 as compared to working capital deficit of $5,556,966 as of April 30, 2025, due to the factors noted above.\n\n   \n\n***Cash Flows***\n\n \n\n \n\n \n\n**Year Ended**\n\n \n\n \n\n \n\n**April 30,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash Flows used in Operating Activities\n\n \n$(1,410,464)\n \n$(1,043,037)\n\nCash Flows used in Investing Activities\n\n \n\n \n-\n \n\n \n\n \n(30,212)\n\nCash Flows provided by Financing Activities\n\n \n\n \n1,081,721\n \n\n \n\n \n1,340,083\n \n\nNet increase (decrease) in cash during period\n\n \n$(328,743)\n \n$266,834\n \n\n \n\n***Operating Activities***\n\n \n\nNet 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.\n\n \n\nDuring 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.\n\n   \n\nDuring 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.\n\n \n\n \n\n12\n\n*Table of Contents*\n\n \n\n***Investing Activities***\n\n \n\nDuring the year ended April 30, 2026, and 2025, we used $0 and $30,212, respectively, in investing activities.\n\n \n\nDuring the year ended April 30, 2025, we used $67,874 for purchase of property and equipment and proceed from disposal of vehicle $37,662.\n\n \n\n***Financing Activities***\n\n \n\nDuring 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.\n\n \n\nCash 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.\n\n \n\nDuring 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.\n\n \n\n**Cash Requirements**\n\n \n\nAs 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 $1,131,805.\n\n \n\nWe will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.\n\n \n\nSpecifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:\n\n \n\n \n\n \n\n**Estimated**\n\n \n\n**Description**\n\n \n\n**Expenses ($)**\n\n \n\nPublic Company + Professional Fees\n\n \n**$****200,000**\n \n\nGeneral & Administrative Expense\n\n \n**$****1,900,000**\n \n\nMarketing Expenses\n\n \n**$****700,000**\n \n\nInitial Personnel\n\n \n**$****100,000**\n \n\nGPO Distro\n\n \n**$****500,000**\n \n\nGPO Supplies - Inventory\n\n \n**$****100,000**\n \n\nUnallocated Working Capital/Contingency\n\n \n**$****200,000**\n \n\n**Total Expenses**\n\n \n**$****3,700,000**\n \n\n \n\n \n\n13\n\n*Table of Contents*\n\n \n\nWe 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.\n\n \n\nWe 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.\n\n \n\n**Contractual Obligations**\n\n \n\nNot required for smaller reporting companies\n\n \n\n**Off-Balance Sheet Arrangements**\n\n \n\nWe 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.\n\n \n\n**Critical Accounting Policies**\n\n \n\nThe 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.\n\n \n\n**Recent Accounting Pronouncements**\n\n \n\nManagement 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.\n\n \n\nRevenue Recognition\n\n \n\nDuring 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:\n\n \n\n \n\n·\nThe invoice has been generated and provided to the customer.\n\n \n\n·\nThe performance obligations for delivery of products are stated in the invoice.\n\n \n\n·\nThe transaction price has been identified in the invoice.\n\n \n\n·\nThe Company has allocated the transaction price to performance obligation in the invoice.\n\n \n\n·\nThe Company has shipped out the product and, therefore, satisfied the performance obligation.\n\n \n\n \n\n14\n\n*Table of Contents*\n\n  \n\nConvertible Financial Instruments\n\n \n\nThe 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.\n\n \n\nWhen 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.\n\n \n\n**Share-Based Compensation**\n\n \n\nThe 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."}