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

Three months ended July 31, 2025

During the three months ended July 31, 2025, the Company issued 538,500 shares of common stock as loan inducements for promissory notes.

During the three months ended July 31, 2025, the Company issued 1,859,429 shares of common stock for term extension of three promissory notes.

During the three months ended July 31, 2025, the Company issued 600,000 shares of common stock for the repayment of principal amount of $60,000.

During the three months ended July 31, 2025, the Company issued 12,827,959 shares of common stock for the conversion of convertible notes for principal amount of $28,000 and accrued interest of $83,444.          

During the three months ended July 31, 2025, the Company issued 2,200,000 shares of common stock to non-affiliated consultants at $295,750 for services.

Three months ended July 31, 2024

During the three months ended July 31, 2024, the Company did not issue any common stock.

As of July 31, 2025 and April 30, 2025, the issued and outstanding common stock was 84,683,256 shares and 76,657,368 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 July 31, 2025 and April 30, 2025, 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 July 31, 2025 and April 30, 2025, 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 July 31, 2025 and April 30, 2025, 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 three months ended July 31, 2025, the Company did not issued any series C preferred C stock.

During the three months ended July 31,  2024, the Company issued  42 shares of series C preferred stock for cash proceeds of $420,000, respectively.

During the three months ended July 31, 2024, the Company refunded $100,000 to an investor for the return of 10 shares of series C preferred stock originally issued in March 2024.

As of July 31, 2025 and April 30, 2025, the issued and outstanding shares of series C preferred stock were 148.5 shares.

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 three months ended July 31, 2025 and year ended April 30, 2025:

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 July 31, 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 July 31, 2025 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of July 31, 2025, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.0953 on July 31, 2025.

Stock Payable

As of July 31, 2025 and April 30, 2025, the Company had stock payable of $503,801 and $950,302 for outstanding 330 shares and 330 shares of Preferred C shares at $330,000 and $330,000, outstanding 1,617,774 and 4,776,756 common shares, comprised of stock payable of $21,183 and $12,395 for outstanding 185,000 and 92,500 common shares to related parties and stock payable of $152,618 and $917,907 for outstanding 1,432,774 and 4,684,256 common shares to non-affiliates, respectively. As of October 31, 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 three months ended July 31, 2025 and 2024, the Company recorded stock payable of $8,788 and $7,308 for outstanding 92,500 and 92,500 common shares to executives and senior management. (Note 7)

During the three months ended July 31, 2025 and 2024, the Company recorded stock payable of $57,475 and $7,110 for outstanding 605,000 and 90,000 common shares to employees.

During the three months ended July 31, 2025 and 2024, the Company recorded stock payable of $7,500 and $7,500 for outstanding 78,947 and 94,936 stock for office rent.

During the three months ended July 31, 2024, the Company recorded stock payable of $32,908 for outstanding  216,000 common shares for interest expense of two promissory notes.