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: 

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 Company’s 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 special efforts the successful conduct of the Company’s business is largely dependent. A total of 2,200,000 shares of common stock are reserved and may be issued under the 2022 Equity Incentive Plan. The 2023 Equity Incentive Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, stock units, performance shares and performance units to our employees, officers, directors, and consultants, including incentive stock options, non-qualified stock options, restricted stock, and other benefits.

Equity Compensation Plan Information

Ordinary Common Stock

Year ended April 30, 2025

During the year ended April 30, 2025, the Company issued 3,099,000 shares of common stock as loan inducements for promissory notes.

During the year ended April 30, 2025, the Company issued 4,516,317 shares of common stock for term extension of three promissory notes.

During the year ended April 30, 2025, the Company issued 291,000 shares of common stock for interest and fees on a promissory note upon issuance of the notes.

During the year ended April 30, 2025, the Company issued 150,000 shares of common stock for office lease.

During the year ended April 30, 2025, the Company issued 340,000 shares of common stock for the repayment of principal amount of $16,500 and accrued interest of $2,782 of promissory notes. The Company recorded gain on note settlement of $9,032 from the repayment.

During the year ended April 30, 2025, the Company issued 1,000,000 shares of common stock for the conversion of convertible notes of $10,000.

During the year ended April 30, 2025, the Company issued 2,377,500 shares of common stock to senior management and executives at $297,773 for services.

During the year ended April 30, 2025, the Company issued 7,960,915 shares of common stock to non-affiliated consultants at $1,034,765 for services.

During the year ended April 30, 2025, the Director of the Company returned 595,378 shares of common stock to the Company due to previous over-issuance of shares during prior periods.

Year ended April 30, 2024

During the year ended April 30, 2024, the Company issued 2,310,237 shares of common stock for the conversion of convertible note principal of $225,000 and repayment of promissory notes of $31,050. (Note 8)

During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred Stock of $57,751.

During the year ended April 30, 2024, the Company issued 1,320,000 shares of common stock for term extension of promissory notes.

During the year ended April 30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes.

During the year ended April 30, 2024, the Company issued 210,865 shares of common stock for office lease.

During the year ended April 30, 2024, the Company issued 5,632,968 shares of common stock to senior management and executives at $761,950 for services.

During the year ended April 30, 2024, the Company issued 6,994,844 shares of common stock to non-affiliated consultants at $865,654 for services.

 As of April 30, 2025, and April 30, 2024, the issued and outstanding ordinary common stock was 76,657,368 shares and 57,518,014 shares, respectively.

Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock

During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500.

The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595.

During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred stock of $57,751.

As of April 30, 2025, and April 30, 2024, the Company had 115,000 shares of founders’ class A common stock and 21,250 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding.

Series A Convertible Preferred Stock

The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock.

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50.

On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per share for consideration of $50.

As of April 30, 2025, and April 30, 2024, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding.

Series A Non-Voting Redeemable Preferred Stock

On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7)

The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value.

As of April 30, 2025, and April 30, 2024, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding.

Series C Preferred Stock

The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share.

During the year ended April 30, 2024, the Company issued 61.5 shares of series C preferred stock for cash proceeds of $615,000.

During the year ended April 30, 2024, the Company issued 43 shares of series C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115.

During the year ended April 30, 2025, the Company issued 59 shares of series C preferred stock for cash proceeds of $590,000.

During the year ended April 30, 2025, the Company refunded $150,000 to investors for the return of 15 shares of series C preferred stock originally issued from March to June 2024.

As of April 30, 2025, and April 30, 2024, the issued and outstanding shares of series C preferred stock were 148.5 shares and 104.5 shares, respectively.

Warrants

On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8)

On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8)

The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2025, and year ended April 30, 2024:

The fair value of the warrants on the date of grant was estimated at $263,060 using the Black-Scholes option valuation model. The following weighted-average assumptions were used for warrants granted during the year ended April 30, 2022:

The following table summarizes information relating to outstanding and exercisable warrants as of April 30, 2025:

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on April 30, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2025, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.134 on April 30, 2025.

Stock Payable

As of April 30, 2025 and April 30, 2024, the Company had stock payable of $950,302 and $190,942 for outstanding 330 shares and 0 shares of Preferred C shares and outstanding 4,776,756 and 1,691,213 common shares, comprised of stock payable of $12,395 and $23,239 for outstanding 92,500 and 158,333 common shares to related parties and stock payable of $917,907 and $167,703 for outstanding 4,684,256 and 1,532,880 common shares to non-affiliates, respectively. As of April 30, 2025, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $7,151 and $40,220 for outstanding 201,000 common shares and 524,000 common shares for loan inducements of promissory notes, respectively.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $12,395 and $23,239 for outstanding 92,500 and 158,333 common shares to executives and senior management, respectively. (Note 7)

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $330,693 and $60,815 for outstanding 2,467,857 and 410,915 common shares to consultants and employees for services, respectively.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $7,500 and $22,500 for outstanding 55,970 and 21,815 common shares for office rent, respectively.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $6,050 and $21,200 for outstanding 45,149 and 240,000 common shares for repayment of outstanding principal balance of promissory notes.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $256,513 and $31,975 for outstanding 1,914,280 and 282,965 common shares related to term extension of promissory notes.

During the year ended April 30, 2025, and 2024, the Company recorded stock payable of $330,000 and $0 for outstanding 330 shares and 0 share of Preferred C for cash proceed.