10-Q Report – Q3 2021 - GPO Plus, Inc.

UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C.
20549

Form 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2021
	Or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to
__________________

Commission File Number
333-213744

GPO PLUS, INC.

(Exact name of registrant as specified in its charter)

Nevada		37-1817132
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3571 E. Sunset Road, Suite 300, Las Vegas, NV		89120
(Address of principal executive offices)		(Zip Code)

855.935.4769 (GPOX)

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if
changed since last report)

Securities registered
pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒

YES

☐

Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).

☐

YES

☒

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small
reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated
filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

☐

YES

☒

APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the
registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a court.

☐

YES

☐

APPLICABLE ONLY TO
CORPORATE ISSUERS

Indicate the number of
shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

9,781,674 common shares issued and outstanding as
of April 26, 2021

GPO PLUS,
INC.

FORM 10-Q

TABLE OF CONTENTS

Contents

PART I – FINANCIAL INFORMATION
	Item 1.	Unaudited Consolidated Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	17

PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factor	20
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3.	Defaults Upon Senior Securities	20
	Item 4.	Mine Safety Disclosures	20
	Item 5.	Other Information	20
	Item 6.	Exhibits	21
SIGNATURES			22

Table of Contents

PART
I – FINANCIAL INFORMATION

Item
1. Financial Statements

GPO PLUS,
INC.

BALANCE
SHEETS

(Unaudited)

	January 31,			April 30,
	2021			2020
ASSETS
Current Assets:
Cash and cash equivalents	$	31,773		$	–
Accounts receivable		33,837			–
Prepaid expenses		4,450			16,127
Total Current Assets		70,060			16,127

Operating lease right-of-use assets, net		6,939			–
Property, plant, and equipment, net		3,803			–

TOTAL ASSETS	$	80,802		$	16,127

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities		46,256			5,221
Operating lease liabilities		6,939			–
Stock payable		12,000			–
Total Current Liabilities		65,195			5,221

Total Liabilities		65,195			5,221

Commitments and Contingencies (Note 7)		–			–

Stockholders’ Equity:
Founders Series A Non-Voting Redeemable Preferred Stock, $0.0001 par value, $15 stated value; 500,000 shares authorized; 23,750 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		187,405			–
Series A Preferred Shares, $0.0001 par value, 1,000,000 shares designated; 1,000,000 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		100			–
Founders Class A Common stock, $0.0001 par value, 10,000,000 shares authorized; 95,000 and 0 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		10			–
Common stock, $0.0001 par value, 90,000,000 shares authorized; 9,666,674 and 9,316,674 shares issued and outstanding at January 31, 2021 and April 30, 2020, respectively		967			932
Additional paid in capital		438,420			128,790
Accumulated deficit		(611,295	)		(118,816	)
Total Stockholders’ Equity		15,607			10,906
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	80,802		$	16,127

The accompanying notes
are an integral part of these unaudited financial statements.

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GPO PLUS,
INC.

STATEMENTS OF
OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 31,						January 31,
	2021			2020			2021			2020

Revenues	$	591,757		$	–		$	622,384		$	–
Cost of revenue		532,281			–			532,931			–
Gross Profit		59,476			–			89,453			–

Operating Expenses
General and administrative		23,446			299			110,717			1,000
Salaries and wages		46,896			–			61,080			–
Professional fees		334,006			8,174			410,135			20,892
Total Operating Expenses		404,348			8,473			581,932			21,892

Net Loss	$	(344,872	)	$	(8,473	)	$	(492,479	)	$	(21,892	)

Net Loss Per Common Share: Basic and Diluted	$	(0.04	)	$	(0.00	)	$	(0.05	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		9,469,907			9,316,674			9,367,752			9,316,674

The accompanying notes
are an integral part of these unaudited financial statements.

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GPO PLUS,
INC.

STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND
NINE MONTHS ENDED JANUARY 31, 2021 AND 2020

(Unaudited)

Founders Series A

Non-Voting Redeemable Preferred Stock

Series A Preferred

Shares

Founders Class A

Common stock

Additional Paid In

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Total

*Balance, April 30, 2020

–

9,316,674

932

128,790

(118,816

)

10,906

Net loss for the period

–

(38,446

)

(38,446

)

*Balance, July 31, 2020

–

9,316,674

932

128,790

(157,262

)

(27,540

)

Net loss for the period

–

(109,161

)

(109,161

)

Balance, October 31, 2020

–

9,316,674

932

128,790

(266,423

)

(136,701

)

Issuance of Preferred Stock and Class A Common Stock units for cash

23,750

187,405

–

95,000

–

50,085

–

237,500

Issuance of Common Stock for cash

–

80,000

–

Issuance of Preferred Stock for cash

–

1,000,000

100

–

100

Stock based compensation

–

270,000

259,473

–

259,500

Net loss for the period

–

(344,872

)

(344,872

)

Balance, January 31, 2021

23,750

187,405

1,000,000

100

95,000

9,666,674

967

438,420

(611,295

)

15,607

*Retroactively restated
reverse stock split 12:1

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid In Capital		Deficit			Total

*Balance, April 30, 2019		9,316,674	$	932	$	27,131	$	(91,450	)	$	(63,387	)
Net loss for the period		–		–		–		(7,196	)		(7,196	)
*Balance, July 31, 2019		9,316,674	$	932	$	27,131	$	(98,646	)	$	(70,583	)
Net loss for the period		–		–		–		(6,223	)		(6,223	)
*Balance, October 31, 2019		9,316,674	$	932	$	27,131	$	(104,869	)	$	(76,806	)
Net loss for the period		–		–		–		(8,473	)		(8,473	)
*Balance, January 31, 2020		9,316,674	$	932	$	27,131	$	(113,342	)	$	(85,279	)

*Retroactively restated
reverse stock split 12:1

The accompanying notes
are an integral part of these unaudited financial statements.

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GPO PLUS,
INC.

STATEMENTS OF CASH
FLOWS

(Unaudited)

	Nine Months Ended
	January 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(492,479	)	$	(21,892	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		259,500			–
Amortization of operating right-of-use assets		43,420			–
Lease expense to be settled by common stock		12,000			–
Changes in operating assets and liabilities:
Accounts receivable		(33,837	)		–
Prepaid expenses		11,677			4,231
Accounts payable and accrued liabilities		41,035			(6,818	)
Operating lease liabilities		(43,420	)		–
Net cash used in Operating Activities		(202,104	)		(24,479	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(3,803	)		–
Net cash used in Investing Activities		(3,803	)		–

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred stock		100			–
Proceeds from issuance of common stock		80			–
Proceeds from issuance of preferred stock and common stock units		237,500			–
Proceeds from loans from related party loan		–			24,479
Net cash provided by Financing Activities		237,680			–

Net change in cash for period		31,773			–
Cash at beginning of period		–			–
Cash at end of period	$	31,773		$	–

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

NON CASH INVESTING AND FINANCING ACTIVITIES
Recognition of operating right-of-use assets and operating lease liability	$	50,359		$	–
Stock payable for lease	$	12,000			–

The accompanying notes
are an integral part of these unaudited financial statements.

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GPO PLUS,
INC.

NOTES TO THE
UNAUDITED FINANCIAL STATEMENTS

JANUARY 31,
2021

NOTE 1 –
ORGANIZATION AND BASIS OF PRESENTATION

GPO Plus, Inc. (the
“Company”) is a corporation originally established under the name of Koldeck, Inc. under the corporation laws in
the State of Nevada on March 29, 2016. The Company’s activities are subject to significant risks and
uncertainties including failure to secure additional funding to properly execute the Company’s business plan.

On April 2, 2018, the
Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck
Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our
wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving
company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1
forward stock split, was approved by FINRA and effective April 3, 2018.

On June 19, 2020, the
Company approved an agreement and plan of merger for the purposes of changing our corporate name from Global
House Holdings Ltd. to GPO Plus, Inc. Pursuant to the agreement and plan of merger, our company merged with our
wholly-owned subsidiary GPO Plus, Inc., a Nevada corporation. Global House Holdings Ltd. remained the surviving
company of the merger, continuing under the name GPO Plus, Inc. The name change, as well as a 12:1 reverse stock
split, was approved by FINRA and effective August 20, 2020. The issued and outstanding shares and authorized
capital have been restated retroactively in the financial statements.

NOTE 2 – GOING
CONCERN

The Company’s financial
statements as of January 31, 2020 have been prepared using generally accepted accounting principles in the
United States of America applicable to a going concern, which contemplate the realization of assets and
liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The
Company has incurred a cumulative net loss of $611,295. These factors among others raise substantial doubt about
the ability of the Company to continue as a going concern for a reasonable period of time.

In order to continue as a
going concern, the Company will need, among other things, additional capital resources. Management’s plan is to
obtain such resources for the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However,
management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
These financial statements do not include any adjustments related to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern.

NOTE 3 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

Basis of
Presentation

The accompanying
unaudited condensed financial statements have been prepared in accordance with generally accepted accounting
principles 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 nine months ended
January 31, 2021 are not necessarily indicative of the results that may be expected for the year ending April
30, 2021. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures
contained in the audited financial statements for fiscal year 2020 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, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on September
25, 2020.

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Use of Estimates

Preparing financial
statements in conformity with accounting principles generally accepted in the United States of America 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 management’s estimates and assumptions.

Cash and Cash
Equivalents

For purposes of the
statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity
of three months or less to be cash equivalents.

As of January 31, 2021
and April 30, 2020, the Company had cash and cash equivalents of $31,776 and $0, respectively.

Accounts
Receivable

Accounts receivable are
recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and
do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of
probable credit losses in its existing accounts receivable. The Company does not currently have any amount
recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being
current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

As of January 31, 2021
and April 30, 2020, the Company had accounts receivable of $33,837 and $0, respectively.

Prepaid Expense

Prepaid expenses relate
to security deposit for office premise and prepayment made for future services in advance that will be expensed
over time as the benefit of the services is received in the future expected within one year.

Leases

Effective May 1, 2020,
the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance
in ASU 2016- 02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to
increase transparency and comparability by recording lease assets and liabilities for operating leases and
disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the
modified retrospective transition method, under which amounts in prior periods presented were not restated. For
contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain
leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $50,359
of right-of-use (“ROU”) assets and $50,359 of lease liabilities on its Balance Sheet. See Note 5.

Property, Plant and
Equipment

Property and equipment
are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization
methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the
respective assets as follows:

Furniture and Equipment

5 years

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Maintenance and repairs
are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or
other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts
and any gains or losses are reflected in income.

The long-lived assets of
the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”),
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount
of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. During the nine months ended January 31, 2021 and
2020, no impairment losses have been identified.

As of January 31, 2021
and April 30, 2020, Property, Plant and Equipment was $3,803 and $0, respectively. No depreciation has been
incurred during the nine months ended January 31, 2021. The equipment was acquired in January 31, 2021 and
depreciation will commence in February 2021.

Revenue
Recognition

During the nine months
ended January 31, 2021, the Company generated its first time 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:

Step 1: Identify the
contract(s) with customers

Step 2: Identify the
performance obligations in the contract

Step 3: Determine the
transaction price

Step 4: Allocate the
transaction price to performance obligations

Step 5: Recognize revenue
when the entity satisfies a performance obligation

The Company engages in
the business of organizing, promoting, and operating industry-specific group purchase organizations (GPOs). A
GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to obtain
discounts from vendors. The Company identifies underserved markets, segments and industries where there is
little to no competition and develops specific GPOs around them. The Company develops industry specific GPO that
leverage the aggregated purchasing power of its members. The GPO’s use collective buying power to obtain and
negotiate discounts on products and services from vendors. The discounted rates are then shared with its members
saving them money and time by also improving supply chain efficiencies.

The main business
segments are HealthGPO, a Group Purchasing Organization for the Healthcare industry, and cbdGPO, a Group
Purchasing Organization for the Hemp industry. In addition, the Company offers professional services through
GPOPRO Services.

During the nine months
ended January 31, 2021, the Company recognized $620,731 of revenues related to merchandise and product sales,
and $1,653 of revenues related to shipping recovered on merchandise sales. In regard to the sales that occurred
during the nine months ended January 31, 2021, there are no unfulfilled obligations related to the merchandise
and product sales.

HealthGPO works with
companies that have well priced high-quality products and services with advantageous terms. The Company’s
primary offerings are volume supply acquisitions, access to quality personal protective equipment (PPE),
essential necessities and medical equipment from non-traditional, yet fully accredited suppliers. Additionally,
the Company identify “best of breed” products that have a unique value proposition and become distributors with
some form of exclusivity and/or favorable terms. HealthGPO is developing a b2b healthcare portal to offer
medical products to everyday business. Technology will continue to play an important role in exceeding our
stated goals.

HealthGPO also addresses
the needs of individual consumers who want access to products at a good price that is typically only available
to healthcare professionals. The Company intend on developing a b2c (business to consumer) portal to sell
healthcare and wellness products directly to consumers.

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In accordance with ASC
606, revenues are recognized when:

	·	The invoice has been generated and provided to the customer.
	·	The performance obligations of delivery of products are stated in the invoice.
	·	The transaction price has been identified in the invoice.
	·	The Company has allocated the transaction price to performance obligation in the invoice.
	·	The Company has shipped out the product and, therefore, satisfied the performance obligation.

During the nine months
ended January 31, 2021, the Company recognized revenue of $622,384, incurred cost of revenue of $532,931 and
generated gross profit of $89,453.

In regard to the revenue
associated with product sales, the Company complies with ASC 605-45 Revenue Recognition – Principal Agent
Considerations and records revenue associated with this segment as an agent. A fixed amount is received by the
Company from each product sale; the supplier has the credit risk; and the supplier is the primary obligor.

Financial
Instruments

The carrying values of
our financial instruments, with the exception of the Convertible Preferred Stock, including, cash and cash
equivalent, accounts receivable, and accounts payable, and accrued expenses approximate their fair value due to
the short maturities of these financial instruments.

Convertible Financial
Instruments

The 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.

When 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.

Share-Based
Compensation

Employees – The Company accounts for share-based compensation under the fair
value method which requires all such compensation to employees to be calculated based on its fair value at the
measurement date (generally the grant date), and recognized in the consolidated statement of operations over the
requisite service period.

Nonemployees – During June 2018, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic
718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) to simplify the
accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments
to employees. The Company elected to adopt ASU 2018-07 early. Under the requirements of ASU 2018-07, the Company
accounts for share-based compensation to non-employees under the fair value method which requires all such
compensation to be calculated based on the fair value at the measurement date (generally the grant date), and
recognized in the statement of operations over the requisite service period.

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During the nine months
ended January 31, 2021 and 2020, the Company recorded $259,500 and $0 share-based compensation, respectively.

	Nine months ended
	January 31,
	2021		2020
Common stock to consultants	$	237,500	$	–
Restricted stock award to employees		22,000		–
	$	259,500	$	–

Basic and Diluted Loss
per Share

Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted average number of outstanding
common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is
anti-dilutive.

New Accounting
Pronouncements

In November 2019, the
FASB issued ASU No. 2019-08, Compensation-Stock Compensation and Revenue from Contracts with Customers;
Codification Improvements- Share-Based Consideration Payable to a Customer. ASU 2019-08 is effective
for reporting periods beginning after December 15, 2019. ASU 2019-08 requires companies to measure and classify
(on the balance sheet) share-based payments to customers by applying the guidance in Top 718, Compensation –
Stock Compensation. As a result, the amount recorded as a reduction in revenue would be measured based on the
grant-date fair value of the share-based payment. Measuring and classifying share-based payments to customers
under Top 718 provide fewer measurement dates for the instruments, fewer instances of classifying the
instruments as liabilities; and more consistent accounting with share-based payments made to other nonemployees.
The impact of this new standard on the Company’s financial statements has not been material.

In December 2019, the
Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income
taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We do not
expect the adoption of this guidance to have a material impact on our financial statements.

Management has considered
all other recent accounting pronouncements issued. The Company’s management believes that these recent
pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – CAPITAL
STOCK

Share Capital

On June 19, 2020, the
Company announced a reverse stock split of the issued and authorized shares of common stock on the basis of 1
new share for 12 old shares. The reverse stock split has been reviewed by the Financial Industry Regulatory
Authority (“FINRA”) and has been approved with an effective date of August 20, 2020. Our issued and outstanding
capital decreased from 111,800,000 shares of common stock to 9,316,674 shares of common stock. The reverse stock
split also resulted in the decrease of the authorized capital from 1,500,000,000 shares of common stock to
125,000,000 shares of common stock. The issued and outstanding shares and authorized capital have been restated
retroactively in the financial statements.

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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

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.

Ordinary Common
Stock

On December 30, 2020, the
Company issued 80,000 shares of ordinary common stock at $0.001 per share for cash proceeds of $80 to
nonaffiliates through private placement.

On December 29, 2020, the
Company issued restricted stock awards for 20,000 shares of ordinary common stock at market stock price of $1.10
per share to employees at $22,000. Restricted stock awards were issued to certain employees as consideration for
services rendered. The restricted stock units were vested immediately on the date of grant.

On January 1, 2021, the
Company issued 250,000 shares of ordinary common stock at market stock price of $0.95 per share to consultants
for service at $237,500.

As of January 31, 2021
and April 30, 2020, the issued and outstanding ordinary common stock was 9,666,674 and 9,316,674, respectively.

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

During the nine months
ended January 31, 2021, the Company issued common and preferred stock units comprising of 95,000 shares of
founder’s class A common stock and 23,750 shares of founder’s series A non-voting redeemable preferred stock to
non-affiliates for total consideration of $237,500.

As of January 31, 2021,
the Company had 95,000 shares of founder’s class A common stock issued and outstanding and 23,750 shares of
founder’s series A non-voting redeemable preferred stock issued and outstanding.

The founder’s series A
non-voting redeemable preferred stock had redemption value of $15 per share at the option of the issuer and as a
result, was classified as permanent equity in the Company’s balance sheet.

As of January 31, 2021,
the Company had 23,750 shares of founder’s series A non-voting redeemable preferred stock issued and
outstanding.

Series A Preferred
Stock

The Company has
designated 1,000,000 shares of series A preferred stock. The series A preferred
stock may convert into common stock at a rate equal to one share of common stock for each share of series A
preferred stock. Each Series A preferred shareholder is entitled to vote, on 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 preferred stock to the CEO of the Company at $0.0001 per share for
consideration of $50. See Note 6.

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

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As of January 31, 2021,
the Company had 1,000,000 shares of series A preferred stock issued and outstanding.

Stock Payable

On August 5, 2020, the
Company entered into a lease agreement for an office premise at 3571 E. Sunset Road Las Vegas Nevada 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 (Note 6).

During the nine months
ended January 31, 2021, the Company recorded stock payable of $12,000 for August 2020 to January 2021 lease. As
of January 31, 2021, stock payable was $12,000.

NOTE 5 –
LEASE

On May 1, 2020, the
Company entered into a lease agreement for an office premise at 3375 Shoal Line Blvd., Hernando Beach, Florida
34607. This office is leased for a term of 12 months, commencing on May 1, 2020 and expiring on April 30, 2021
at the cost of $1,857 per month.

Balance – April 30, 2020	$	–
Lease Liability additions		50,359
Lease payment		(43,838	)
Interest expense on lease liabilities		418
Balance – January 31, 2021	$	6,939

As of January 31, 2021,
the Company owned ROU assets under operating leases for the two office premises of $6,939 and operating lease
liabilities of $6,939.

	January 31, 2021
Operating lease ROU assets	$	6,939
Current portion of operating lease liabilities		6,939
Noncurrent portion of operating lease liabilities		–
Total operating lease liabilities	$	6,939

The following summarizes
other supplemental information about the Company’s operating lease as of January 31, 2021:

Weighted-average remaining lease term		0.14 years
Weighted-average discount rate		2.29% – 2.76%

Future minimum lease
payments under operating leases that have initial non-cancelable lease terms in excess of one year at January
31, 2021 were as follows:

Year Ended April 30, 2021	$	6,952
Thereafter		–
Total operating lease payments	$	6,952
Less: Imputed interest		13
Total operating lease liabilities	$	6,939

We had operating lease
costs of $45,199 for the nine months ended January 31, 2021, which are included in general and administrative
expenses in the statement of operations.

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NOTE 6 – RELATED
PARTY TRANSACTIONS

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

During the nine months
ended January 31, 2021, the Company incurred management fees of $9,200 to the CEO of the Company.

NOTE 7 –
COMMITTMENT

On January 1, 2021, the
Company signed a consulting service agreement with an independent contractor. Pursuant to the agreement, the
Company issued 250,000 shares of ordinary common stock at market stock price of $0.95 per share to the
consultants for service at $237,500. In six months from the date of the agreement, the Company will issue
another 250,000 shares of ordinary common stock to the consultants.

NOTE 8 – RISKS
AND UNCERTAINTIES

In early 2020, the World
Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This
pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus.
Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial
reporting have experienced administrative delays, include travel restrictions and reduced work hours. The
Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were
no material adverse impacts on the Company’s results of operations and financial position at January 31, 2021.
The Company is not aware of any specific event or circumstance that would require an update
to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of
issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events
occur and additional information is obtained.

NOTE 9 –
SUBSEQUENT EVENTS

Subsequent to January 31,
2021 and through the date that these financials were issued, the Company had the following subsequent events:

On April 21, 2021, the
Company issued common and preferred stock units comprising of 20,000 shares of founder’s class A common stock
and 5,000 shares of founder’s series A non-voting redeemable preferred stock to a non-affiliate for
consideration of $50,000.

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Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

FORWARD LOOKING STATEMENTS

This quarterly 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 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 unaudited financial
statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this quarterly 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 quarterly
report.

Our financial statements
are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly 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 quarterly
report, the terms “we”, “us”, “our” and “our company” mean GPO Plus, Inc., unless otherwise indicated.

Overview

We are a start-up company
engaged in the business of organizing, promoting, and operating industry-specific group purchase organizations
(GPOs). A GPO is an entity created to leverage the purchasing power of a group of businesses (or individuals) to
obtain discounts from vendors. On January 31, 2020 we announced the launch of cbdGPO, https://cbdgpo.com/, a
group purchasing organization (GPO) for the CBD and Hemp industry, and the establishment of a sales office for
cbdGPO in Hernando Beach, Florida. Through cbdGPO, we will seek to make the process of ordering premium CBD
products fast, simple, reliable, and affordable. cbdGPO and GPO Plus, Inc. are brokers and do not take
possession of CBD products.

Recent
Developments

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Results of
Operations

The following summary of
our results of operations should be read in conjunction with our financial statements for the periods ended
January 31, 2021 and 2020, which are included herein.

Three Months
Ended January 31, 2021 Compared to the Three Months Ended January 31, 2020

We earned revenues of
$591,757 incurred cost of revenue of $532,281 and generated gross profit of $59,476 from our operations during
the three months ended January 31, 2021. We did not earn any revenues during the three months ended January 31,
2020.

	Three Months Ended
	January 31,
	2021			2020			Changes			%

Revenues	$	591,757		$	–		$	591,757			100	%
Cost of revenue		532,281			–			532,281			100	%
Gross Profit		59,476			–			59,476			100	%
Operating Expenses		(404,348	)		(8,473	)		(395,875	)	4672		%
Loss from Operations		(344,872	)		(8,473	)		(336,399	)	3970		%
Net Loss	$	(344,872	)	$	(8,473	)	$	(336,399	)	3970		%

We had a net loss of
$344,872 for the three months ended January 31, 2021 compared to a net loss of $8,473 for the three months ended
January 31, 2020.

Our operating expenses
for the three months ended January 31, 2021 were $404,348 compared to $8,473 for the three months ended January
31, 2020. The increase in operating expenses during the three months ended January 31, 2021 was due to an
increase in operating activity resulting in increased professional fees which includes increases in accounting
fees, legal fees, consulting fees and stock based compensation from common shares issued to consultants for
service rendered, increased wages and salaries and increased general and administrative expense mainly
attributed to the increase in lease expense, advertising and marketing and other office and administrative
expenses.

Nine Months
Ended January 31, 2021 Compared to Nine Months Ended January 31,
2020

We earned revenues of
$622,384, incurred cost of revenue of $532,931 and generated gross profit of $89,453 from our operations during
the nine months ended January 31, 2021. We did not earn any revenues during the nine months ended January 31,
2020.

	Nine Months Ended
	January 31,
	2021			2020			Changes			%

Revenues	$	622,384		$	–		$	622,384			100	%
Cost of revenue		532,931			–			532,931			100	%
Gross Profit		89,453			–			89,453			100	%
Operating Expenses		(581,932	)		(21,892	)		(560,040	)	2558		%
Loss from Operations		(492,479	)		(21,892	)		(470,587	)	2150		%
Net Loss	$	(492,479	)	$	(21,892	)	$	(470,587	)	2150		%

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We had a net loss of
$492,479 for the nine months ended January 31, 2021 compared to a net loss of $21,892 for the nine months ended
January 31, 2020.

Our operating expenses
for the nine months ended January 31, 2021 were $581,932 compared to $21,892 for the nine months ended January
31, 2020. The increase in operating expenses during the nine months ended January 31, 2021 was due to an
increase in operating activity resulting in increased professional fees which includes increases in accounting
fees, legal fees, consulting fees and stock based compensation from common shares issued to consultants for
service rendered, increased wages and salaries and increased general and administrative expense mainly
attributed to the increase in lease expense, advertising and marketing and other office and administrative
expenses.

Liquidity and
Financial Condition

Working Capital

	January 31,		April 30,
	2021		2020

Current Assets	$	70,060	$	16,127
Current Liabilities	$	65,195	$	5,221
Working Capital	$	4,865	$	10,906

Our current assets as of
January 31, 2021 were $70,063 as compared to total current assets of $16,127 as of January 31, 2020 due to
increases in cash and cash equivalents and accounts receivable.

Our total current
liabilities as of January 31, 2021 were $65,195 as compared to total current liabilities of $5,221 as of April
30, 2020. The increase was primarily due to an increase in accounts payable and accrued liabilities from
increased operating activity, operating lease liabilities related to our executive offices and stock payable
from rent to landlord for an office premise.

Our resulting working
capital as of January 31, 2021 was $4,865 as compared to our working capital of $10,906 as of April 30, 2020.
The decrease in working capital was mainly due to a decrease in prepaid expense, and increases in accounts
payable and accrued liabilities, accounts payable, operating lease liabilities and stock payable.

Cash Flows

	Nine Months Ended
	January 31,
	2021			2020

Cash Flows used in Operating Activities	$	(202,104	)	$	(24,479	)
Cash Flows used in Investing Activities		(3,803	)		–
Cash Flows provided by Financing Activities		237,680			24,479
Net increase in cash during period	$	31,773		$	–

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Operating
Activities

Net cash used in
operating activities was $202,104 for the nine months ended January 31, 2021 compared with net cash used in
operating activities was $24,479 during the same period in 2020.

During the nine months
ended January 31, 2021, the net cash used in operating activities was attributed to net loss of $492,479,
increased by net changes in operating assets and liabilities of $24,545 and decreased by stock-based
compensation of $259,500, amortization of operating right-of-use assets of $43,420 and lease expense to be
settled by common stock of $12,000.

During the nine months
January 31, 2020, the net cash used in operating activities was attributed to net loss of $21,892 increased by
changes in operating assets and liabilities of $2,587.

Investing
Activities

During the nine months
ended January 31, 2021, net cash used in investing activities was $3,803 for acquisition of equipment.

During the nine months
ended January 31, 2020, the Company did not have any investing activities.

Financing
Activities

During the nine months
ended January 31, 2021, net cash from financing activities was $237,680 compared to $51,050 during the same
period in 2020. Proceeds from financing activities during the nine months ended January 31, 2021 were derived
from proceeds from issuance of preferred stock and common stock units of $237,500, proceeds from issuance of
preferred stock of $100 and proceeds from issuance of common stock of $80.

During the nine months
ended January 31, 2021, net cash from financing activities was $51,050 for proceeds from loans from a former
director.

Going
Concern

As of January 31, 2021,
we had cash on hand of $31,776. We generated revenues of $622,384 and gross profit of $89,453 during the nine
months ended January 31, 2021 but incurred net loss of $492,479 during the period and a cumulative net loss of
$611,295 since our inception. We expect to generate additional losses for the foreseeable future while we
establish our business.

We 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. We
anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business
operations. Issuances 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.

Off-Balance Sheet
Arrangements

We 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.

Table of Contents

Critical
Accounting Policies

The 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.

Recent Accounting
Pronouncements

Management 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.

Item
3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting
company”, we are not required to provide the information required by this Item.

Item
4. Controls and Procedures

Evaluation of
Disclosure Controls and Procedures

Disclosure controls and
procedures are controls and procedures that are designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by our company in the reports that
it files or submits under the Exchange Act is accumulated and communicated to our management, including its
principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. Our management carried out an evaluation under the
supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures pursuant to
Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of January 31, 2021. Based upon that evaluation,
our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and
procedures were not effective as of January 31, 2021.

Our disclosure controls
and procedures are not effective for the following reasons:

We did not maintain
effective controls to identify and maintain segregation of duties in identifying, authorizing, approving,
accounting for, and disclosing significant estimates, related-party transactions, significant unusual
transactions, and other non-routine events and transactions. Specifically, we only have one individual, our sole
officer and director, who reviews, evaluates, approves, and records transactions and initiates journal entries,
approves journal entries, and posts journal entries to the general ledger. There is no independent review of any
financial duties performed by this individual.

Changes in
Internal Control over Financial Reporting

During the period covered
by this report, there were no changes in our internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART
II – OTHER INFORMATION

Item 1. Legal Proceedings

On August 14, 2020 the
Company was included in what it believes to be a non-material litigation filed in the Circuit Court of the Fifth
Judicial Circuit, Hernando County, Florida Case No. 20-CA-0652, MNP Industries, LLC vs Smeal et al.

On December 17, 2020 the
court issued an Order denying the Plaintiff’s request for injunctive relief to GPOX and all defendants regarding
non compete provisions and use of customer lists. The defendants in the case are now free to work for a
competitor of Plaintiff and can service current and former customers of Plaintiff, use the customer list and can
even solicit customers and or the customer list, this was a huge victory for GPOX.

The only injunctive
relief granted to Plaintiff was that the parties could not make negative comments about the Plaintiff.

After the Company
instructed counsel to file a motion to dismiss the complaint, the original complaint was dismissed by the court
and the Plaintiff filed an amended complaint to which alleged several business torts, which GPOX filed
affirmative defenses and a counter claim.

The court has ordered the
parties to go to Mediation on May 6, 2021.

With the exception of the
above described complaints, which we believe to be non-material, 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.

Item 1A. Risk Factors

As a “smaller reporting
company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

There were no sales of
equity securities sold during the period covered by this Report that were not registered under the Securities
Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On December 30, 2020, the
Company issued 80,000 shares of ordinary common stock at $0.001 per share for cash proceeds of $80 to
nonaffiliates through private placement.

On January 1, 2021, the
Company issued 250,000 shares of ordinary common stock at market stock price of $0.95 per share to consultants
for service at $237,500.

On January 21, 2021, the
Company issued 500,000 shares of series A preferred stock to the CEO of the Company at $0.0001 per share for
consideration of $50. See Note 6.

On January 21, 2021, the
Company issued 500,000 shares of series A preferred stock to a consultant of the Company at $0.0001 per
shares for consideration of $50. See Note 6.

The above issuances did
not involve any underwriters, underwriting discounts or commissions, or any public offering and we
believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

EXHIBIT NUMBER		Exhibit Description

31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

(100)		Interactive Data File
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished
herewith.

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SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GPO PLUS, INC.
		(Registrant)

Dated: April 30, 2021		/s/ Brett H. Pojunis
		Brett H. Pojunis
		President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT
31.1

CERTIFICATION

OF CHIEF EXECUTIVE
OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO
SECTION 302

OF THE
SARBANES-OXLEY ACT OF 2002

I, Brett H. Pojunis,
certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of GPO Plus, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the period in which
this report is being prepared;

(b)

Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;

(c)

Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and

5.	The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in
the design or operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and

(b)

Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control
over financial reporting.

Date: April 30, 2021

/s/ Brett H. Pojunis
Brett H. Pojunis
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EXHIBIT
32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED
PURSUANT TO SECTION 906

OF THE
SARBANES-OXLEY ACT OF 2002

Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code), the undersigned officer of GPO Plus, Inc. (the “Company”), does
hereby certify, to such officer’s knowledge, that:

The Quarterly Report
on Form 10-Q for the quarter ended January 31, 2021 (the “Form 10-Q”) of the Company fully complies with
the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the
information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and
results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: April 30, 2021

/s/ Brett H. Pojunis
Brett H. Pojunis
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

The foregoing
certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K
and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title
18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.