Financial Analysis

NOTE 11 - COMMITMENTS AND CONTINGENCIES The Companys principal business and corporate address is 3571 E. Sunset Road, Suite 300, Las Vegas, NV 89120. On August 5, 2020, the Company entered into a lease agreement for the office premise under a term of 6 months commencing on August 10, 2020, at the cost of $4,750 per month, consisting of $2,000 payable in common shares of the Company and $2,750 payable in cash. Subsequent to the end of the agreement, the premise was leased on a month-to-month basis. On January 1, 2022, the Company renewed the lease agreement for the office premise under a term of one year commencing on January 1, 2022, at the cost of $4,000 per month, consisting of $2,000 payable in common shares of the Company and $2,000 payable in cash. As of April 30, 2025, the lease is currently on a month-to-month basis. The lease is exempt from the provisions of ASC 842, Leases, due to the short terms of their durations. The Company also operated a Regional Distribution Hub. This office was originally located at 512 East 42nd Street Lubbock, Texas 79404. On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to another location at 6707 Yonkers Ave Lubbock, Texas. This office is approximately 4,096 square feet and is currently leased for a term ending August 22, 2028, at a cost of $4,500 per month. (Note 10) …

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NOTE 9 - PROMISSORY NOTE PAYABLE Promissory note payable on October 31, 2025 and April 30, 2025, consists of the following: October 31, 2025 April 30, 2025 August 2022 $ 82,500 $ 112,500 September 2022 110,000 110,000 October 2022 169,350 229,350 November 2022 60,500 60,500 January 2023 330,000 330,000 February 2023 55,000 55,000 March 2023 55,000 55,000 May 2023 74,800 74,800 June 2023 187,000 187,000 August 2023 165,000 165,000 September 2023 125,000 125,000 November 2023 130,000 130,000 January 2024 150,000 150,000 February 2024 120,000 120,000 September 2024 99,000 110,000 October 2024 159,500 159,500 January 2025 49,500 82,500 February 2025 33,440 33,440 March 2025 119,295 121,000 April 2025 324,500 324,500 July 2025 304,205 - August 2025 100,000 - October 2025 235,000 - Total promissory notes payable, gross 3,238,590 2,735,090 Less: Unamortized debt discount (116,887 ) (104,246 ) Total promissory notes $ 3,121,703 $ 2,630,844 The terms of the promissory notes are summarized as follows: Loan Expiry Term of Six Months to One Year Weighted Average Remaining Term of 1 year Annual interest rate of 10% with default interest rate at 18% Convertible at 75% of the average of the five (5) lowest Daily VWAP over the ten (10) consecutive VWAP Trading Days immediately preceding the date on which the Market Price is being determined, the Holder elects to convert all or part of the note in the event of default. During the six months ended October 31, 2025 and 2024, the Company issued …

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NOTE 10 LEASES In March 2023, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The term of these leases are four years with APR ranging from 10.96% to 18%. The Company made downpayment of $5,000 on two vehicles and $6,500 on one vehicle. During the year ended April 30, 2024, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases are six years with APR ranging from 13.44% to 15.81%. The Company made a down payment of $5,000 on the two vehicles. During the six months ended October 31, 2025, the Company entered into finance lease contracts for three vehicles with the ownership of the vehicles transferred to the Company at the end of the term of the leases. The terms of these leases ranging from three to six years with APR ranging from 7.03% to 9.49 %. The Company made a down payment of $5,000 on one of these vehicles and traded in a Company owned automobile as trade-in credit valued at $12,000 for another two of these vehicles. On May 22, 2025, the Company signed a new lease moving its Regional Distribution Hub to a new location at 6707 Yonkers Ave Lubbock, Texas. The lease commenced on May 22, 2025, and ended on August 22, 2028, at a cost of $4,500 per month with lease payment begins on August 22, 2025. (Note 11) As of Octob …

LeasesOfLesseeDisclosureTextBlock · excerpt; the full note is in the filing

Operating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of right-of-use asset. Amortization of the right-of-use asset is calculated as the difference between the straight-line expense and the interest expense on the lease liability over the lease term. Lease expense is presented as a single line item in the operating expense in the statement of operations. The right-of-use assets are tested for impa …

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We have evaluated all recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.

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NOTE 7 - RELATED PARTY TRANSACTIONS Related party compensation for the six months ended October 31, 2025 and 2024, and shareholding and salary payable as of October 31, 2025 and April 30, 2025, are summarized as below: Six Months Ended October 31, 2025 Title Wages Expense Management/ Consulting Fees Stock Compensation CEO and CFO $ 83,685 $ - $ 11,188 Advisor - Affiliate - 30,000 - President - Distro Plus - - - Operational Manager - - - VP - Distro Plus - - 2,850 Director - - - $ 83,685 $ 30,000 $ 14,038 Six Months Ended October 31, 2024 Title Wages Expense Management/ Consulting Fees Stock Compensation CEO and CFO $ 76,751 $ - $ 8,813 Advisor - Affiliate - 30,000 - President - Distro Plus - - - Operational Manager - - - VP - Distro Plus 69,899 - 4,230 Director - - - $ 146,650 $ 30,000 $ 13,043 As of October 31, 2025 Title Common Stock (Shares) Convertible Series A Preferred (Shares) Series A non-voting redeemable preferred (Shares) Salary/ Consulting Fees Payable Stock Payable CEO and CFO 10,100,000 500,000 - $ 25,941 $ 19,563 Advisor - Affiliate 6,553,000 500,000 175,000 300,000 - President - Distro Plus 699,806 - - - - Operational Manager 194,652 - - - - VP - Distro Plus 2,575,000 - - - 6,870 Director 1,893,750 - - - - 22,016,208 1,000,000 175,000 $ 325,941 $ 26,433 As of April 30, 2025 Title Common Stock (Shares) Convertible Series A Preferred (Shares) Series A non-voting redeemable preferred (Shares) Salary/ Consulting Fees Payable Stock Payable CEO and CFO 10,100,000 50 …

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the year ending April 30, 2026. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2025 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended April 30, 2025, included in the Companys Form 10-K as filed with the Securities and Exchange Commission on September 11, 2025. Use of Estimates Preparing financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from managements estimates and assumptions. Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a …

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NOTE 6 - CAPITAL STOCK Share Capital On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following: 90,000,000 shares of ordinary common stock 10,000,000 shares of founders class A common stock 50,000,000 shares of blank check common stock 500,000 shares of founders series A non-voting redeemable preferred stock 49,500,000 shares of blank check preferred stock (including 200 shares of Series C Preferred Stock subsequent designated on December 18, 2023) On January 21, 2021, the Company filed amended certification of stock designation after issuance of class/series for designating 1,000,000 shares of blank check preferred stock as Series A Preferred Stock. 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 Companys long-term financial success and increase stockholder value by motivating performance through incentive compensation. The 2023 Equity Incentive Plan is intended to encourage participants to acquire and maintain ownership interests in the Company and to attract and retain the services of talented individuals upon whose judgment and …

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NOTE 12 - SUBSEQUENT EVENTS Subsequent to October 31, 2025 and through the date that these financials were issued, the Company had the following subsequent events: On November 3, 2025, the Company issued 232,810 shares of common stock for repayment of a promissory note. On November 19, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $100,000 Promissory Note. The note matures November 19, 2026, and accrues interest at 16%. On November 24, 2025, the Company entered into a Security Purchase Agreement with an investor pursuant to which the Company issued a $24,000 Promissory Note. The note matures November 19, 2026, and accrues interest at 10%.

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