June 2026IS BUILT.
Front MatterOTCQB: GPOX · June 2026Not an Offering Document
This Investor Memorandum (the “Memorandum”) is being provided for public informational purposes only. This Memorandum is not an offering document and should not be construed in any way as a solicitation to buy or sell securities issued by GPO Plus, Inc. (the “Company”). Any decision regarding the Company’s securities should be made only after careful review of the Company’s SEC filings available on EDGAR, OTC Markets materials where applicable, and independent due diligence by the reader and the reader’s legal, financial, and tax advisors.
Forward-Looking Statements
This Memorandum contains forward-looking statements. Forward-looking statements include, without limitation, statements regarding projected revenue, projected revenue per store, projected gross margin, store count targets, the timing of expected milestones, the size, structure, timing, manner, and pricing of any future capital raise, capital deployment plans, expected use of proceeds, any acquisition strategy, the performance and commercialization of PRISM+ and other technology developed by GPOXLabs, the Company’s competitive position, and any statement that does not relate solely to historical or current fact. Words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “targets,” “potential,” “path to,” “run rate,” and similar expressions are intended to identify forward-looking statements, but their absence does not mean a statement is not forward-looking.
The safe harbor provisions for forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are not available to the Company because the Company is an issuer of penny stock as that term is defined in Rule 3a51-1 under the Exchange Act. Investors should not place undue reliance on any forward-looking statement in this Memorandum and should evaluate any forward-looking statement only in the context of the cautionary factors described below and the Company’s risk-related disclosures, cautionary statements, MD&A, financial statements, notes to financial statements, liquidity disclosures, and other filings with the Securities and Exchange Commission.
Specific factors that could cause actual results to differ materially from any forward-looking statement include, without limitation: (i) the going concern qualification in the Company’s most recent audited financial statements and the substantial doubt about the Company’s ability to continue as a going concern; (ii) the Company’s recurring net losses, working capital deficit, and cumulative deficit of approximately $45.8 million as of January 31, 2026, and cash on hand of approximately $17,897 as of that date; (iii) the Company’s significant customer concentration, including reliance on one customer for approximately 92% of total revenue for the nine months ended January 31, 2026, and approximately 72% of accounts receivable as of that date; (iv) the Company’s need for substantial additional capital to execute its operating plan, the absence of any committed source of such capital, and the likelihood that any future capital raise will be dilutive to existing shareholders; (v) execution risk in scaling store count, per-store revenue, and operating leverage; (vi) competitive dynamics in the direct store delivery and convenience distribution industry, including from larger and better-capitalized competitors; (vii) regulatory changes affecting specialty product categories, including Other Tobacco Products, nicotine accessories, hemp/CBD products, and emerging wellness categories; (viii) the availability of qualified drivers, warehouse personnel, and key personnel, and the concentration of operational knowledge in a small number of individuals; (ix) the development, deployment, and commercialization of PRISM+ and other technology, including risks that platforms in internal alpha or beta deployment do not perform as expected when scaled; (x) the concentration of voting control in the holder of the Company’s Series A Preferred Stock; (xi) integration risks associated with any acquisition the Company may pursue; (xii) the Company’s status as a penny stock issuer and OTCQB-listed company, including limited liquidity, limited analyst coverage, and price volatility; (xiii) general economic, financial market, and geopolitical conditions; and (xiv) the additional risk factors disclosed in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this Memorandum. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Front MatterOTCQB: GPOX · June 2026Filing Status; No Incorporation by Reference
This Memorandum is being furnished, not filed, as an exhibit to the Company’s Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure). The information in this Memorandum shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Data Sources
Financial data referenced herein is derived from the Company’s SEC filings available on EDGAR, OTC Markets materials where applicable, internal management records, and publicly available industry data from various sources, including NACS, Circana, and other industry bodies. Management estimates, run-rate figures, and projections are identified as such throughout this document and should be distinguished from audited historical results. The fiscal year ended April 30, 2025, audited revenue figure of approximately $4.744 million and audited gross margin of approximately 23.85% are reported results. The $6.4 million annualized run rate estimated as of April 2026.
Going Concern
The Company’s independent registered public accounting firm has issued a going concern qualification in connection with the Company’s most recent audited financial statements for the fiscal year ended April 30, 2025, as filed in the Company’s Annual Report on Form 10-K. The Company has incurred recurring operating losses since inception, has a working capital deficit, and has not yet established an ongoing source of revenue sufficient to cover its operating costs. As of January 31, 2026, the Company had a cumulative deficit of approximately $45.8 million and cash on hand of approximately $17,897. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Investors should read this Memorandum in light of the going concern qualification and the Company’s most recent Form 10-K and Form 10-Q in their entirety. Statements in this Memorandum regarding the Company’s operating model, growth strategy, and capital plan should not be read to qualify, modify, or supersede the going concern disclosure in the Company’s public filings.
Customer Concentration
The Company has significant customer concentration. As reported in the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, one customer accounted for approximately 92% of the Company’s total revenue for the nine months ended January 31, 2026, and approximately 72% of the Company’s accounts receivable as of that date. References in this Memorandum to active stores, store count, or revenue per store should be read in the context of this concentration. The loss of, or any material reduction in revenue from, this customer would have a material adverse effect on the Company’s revenue, operating results, and ability to execute its capital plan.
Operating Losses and Accumulated Deficit
The Company has reported recurring net losses. Net loss for the fiscal year ended April 30, 2025 was approximately $4.34 million, compared to a net loss of approximately $4.94 million for the fiscal year ended April 30, 2024. Net loss for the nine months ended January 31, 2026 was approximately $2.02 million, compared to approximately $1.58 million for the nine months ended January 31, 2025. The Company’s ability to achieve and sustain profitability is dependent on its ability to scale revenue, manage operating costs, and secure sufficient capital. There is no assurance that the Company will achieve profitability.
Capital Strategy Disclaimer
References in this Memorandum to a capital plan, capital strategy, capitalization plan, total capital need, tranches, or any specific dollar amount of capital are forward-looking and reflect management’s current view of the capital required to execute the Company’s operating plan. The Company has not determined the structure, timing, manner, pricing, or terms of any future offering of securities. No offering of securities is being conducted in connection with this Memorandum. This Memorandum is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy any security issued by the Company. Any future offering of securities by the Company, if pursued, will be conducted only through documents specific to that offering and only after registration under the Securities Act of 1933, as amended, or pursuant to an applicable exemption from registration. The Company will require additional capital to execute its operating plan; there is no assurance that such capital will be available on acceptable terms, or at all, and any future capital raise is likely to result in dilution to existing shareholders.
Data Room
The Company’s audited financial statements, risk-related disclosures, cautionary statements, MD&A, financial statements, notes, and other public disclosures are available in the Company’s SEC filings at www.sec.gov and through the Company’s investor relations page at www.GPOPlus.com.
This Memorandum distinguishes between audited historical results, management-estimated run-rate figures, and forward-looking targets. Audited fiscal 2025 revenue and gross margin are reported results. Current run-rate, store targets, margin estimates, capital plans, and scale targets are management estimates and forward-looking. Investors should review this Memo together with the Company’s SEC filings and risk disclosures.
Shareholder LetterOTCQB: GPOX · June 2026The model works.
The infrastructure is built.
Thank you for taking the time to read this Memorandum. I want to begin plainly. GPO Plus was not built from a position of abundance. It was built under pressure, through constant adaptation, and by learning this business in the field, service appointment by service appointment, store by store, route by route, and decision by decision.
When we went public on May 5, 2020, we were a Group Purchasing Organization (“GPO”) as the world was entering COVID. We did what we had to do to survive, including operating in categories that were relevant to that moment. When the easier path would have been to stay in those categories, I made the decision to return to what I believed the company could become over the long term: a real distribution platform serving a fragmented part of the convenience channel that larger incumbents do not serve well.
In December 2022, we acquired Betterment Retail Solutions, a Direct Store Delivery company. What we bought was not a finished company. We bought shelf access, route relationships, and roughly 500 stores that needed to be rebuilt from the inside. Over the next three years, we renegotiated vendors, rebuilt pricing, improved merchandising, strengthened compliance, tightened hiring, developed technology, refined warehouse flow, and turned that footprint into a model we believe is now proven. Revenue per store moved from roughly $180 per month to approximately $1,000 per month. Gross margins moved from roughly 15% to approximately 28%. Management believes the model has been operationally validated by three years of operating data. The acquisition was not a turnkey platform; it was a starting footprint. The value creation came from converting that footprint into a standardized, technology-supported, margin-improved operating model.
I have personally supported this business through working capital constraints and continue to do so because I believe deeply in what has been built. This is not a story about a concept that still needs to be discovered. It is a story about a business that now needs capital to utilize the infrastructure, relationships, operating knowledge, and technology already in place.
The near-term objective is clear: move from approximately 500 stores to 1,000 active stores generating roughly $1,000 per store per month, which management believes is the threshold for cash flow positive operations. Beyond that, the opportunity is to scale toward 5,000 stores at approximately $2,000 per store per month by expanding categories, deepening retailer relationships, and pursuing disciplined acquisitions in a fragmented market.
This Memorandum is designed to show you what we have built, what we have learned, and where the risks remain. I appreciate your time, your candor, and your diligence.
Investor TearsheetOTCQB: GPOX · June 2026The central question for investors and key metrics snapshot
Investor TearsheetOTCQB: GPOX · June 2026THE MODEL IS PROVEN.
THE CAPITAL IS THE ONLY CONSTRAINT.
The timing of this public update reflects management's view that the Company has accumulated additional operating experience. Management made a deliberate decision to begin communicating to the investment community after the model was proven rather than before. The timing of this update follows three years of operational evidence, audited financial performance, and the demonstrated ability to improve margin, increase revenue per store, and expand the distribution network under capital constraints.
Three years of operational adversity, vendor setbacks, regulatory shocks, hiring mistakes, and capital constraints have produced something that is genuinely difficult to replicate: a distribution network with real stores, real product flow, real data, and real operating margins that have improved continuously throughout that period.
ContentsOTCQB: GPOX · June 2026Inside this Memorandum
Part 01 · ThesisOTCQB: GPOX · June 2026The Three-Pillar Thesis
The model is proven
GPOX has already demonstrated what investors most need to see in a distribution business: that revenue per store can increase, that margins can expand, that routes can be operated efficiently, and that weekly service can be sustained across a broad geographic footprint. These are not projections. They are reported operational results. Average monthly revenue per store grew from approximately $180 to approximately $1,000 since the December 2022 Betterment acquisition. Gross margins expanded from approximately 15% to approximately 28%. Annualized revenue grew from approximately $1 million to approximately $6.4 million (annualized). Our highest performing stores routinely generate more than $5,000 per month, providing direct evidence of what the median store can become with category depth and time on route.
Infrastructure ahead of demand
Approximately $5 million has been invested in a distribution network designed to support a business forty times the Company's current scale. Regional Hubs, Mini Hubs, a dedicated delivery fleet, proprietary technology in PRISM+, standard operating procedures (SOPs), and driver accountability systems are in place today. Every new store added to the network is being served by infrastructure that is already paid for, already staffed at the hub level, and already optimized by PRISM+. The incremental cost to add a store primarily consists of inventory and a driver stop. The fixed cost has already been absorbed. This is the defining Unit Economic feature of the GPOX model: scale reduces per-store cost while revenue per stop is variable and grows with category expansion.
Capital is the only constraint
Management has been explicit throughout three years of public reporting and communication: Management believes capital availability is the primary constraint — not a model problem, not a market problem, and not a team problem. The stores are available. The retailer relationships exist or can be established. The technology is in place. The products are curated. The routes are designed. What closes the gap between current performance and the cash-flow-positive milestone at 1,000 stores is working capital, sales team capacity, and inventory funding. Investors in this round are not financing a hypothesis. They are financing the scale-up of a demonstrated and operationally validated operating model.
Part 01 · ContinuedOTCQB: GPOX · June 2026By the numbers
Part 02 · Company OverviewOTCQB: GPOX · June 2026Founded in Nevada. Public since May 2020.
Corporate identity
Formed in Nevada; trading on OTC Markets since May 2020. Early COVID-era categories were exited on purpose, despite their revenue, to rebuild around a durable distribution platform serving the convenience channel.
The Betterment baseline
In December 2022, GPOX acquired Betterment Retail Solutions, a Lubbock, Texas-based Direct Store Delivery distributor with premium checkout adjacent shelf space in approximately 500 retail locations across nine states. The acquisition gave GPOX an established retail footprint and retailer relationships, but the business was subscale and underdeveloped, generating roughly $89,000 in monthly revenue, or about $180 per store, with approximately 15% gross margins. GPOX has since focused on converting that legacy territory into a scalable operating platform through improved capital access, technology, leadership, product selection, route optimization, inventory management, and vendor terms.
Where the company stands today
A full-service DSD distributor: drivers visit on a weekly schedule, replenish to velocity, maintain planograms, and capture store-level data. Route operations are no longer run day-to-day by the CEO; the business runs on systems and a leadership team that didn't exist at acquisition. That operational independence is a structural milestone.
Part 03 · Market OpportunityOTCQB: GPOX · June 2026Four shocks. Four systems that did not exist before.
A reneged SBT agreement
A disposable nicotine vape vendor agreed to Scan-Based Trading (SBT) terms during the onboarding process, then reneged after GPOX had committed resources and shelf space. This produced the rigorous vendor onboarding protocols now standard across all product categories, including vendor qualification criteria, financial due diligence, supplier redundancy planning, and SBT term verification before category commitment.
November 2023 Texas packaging law
In November 2023, Texas altered packaging laws for disposable nicotine vapes, rendering a fully deployed product category non-compliant almost overnight (effective January 2024). The Company undertook a 12 week remediation process that ultimately produced the Company's current over-compliance posture and supplier redundancy framework. Pre-entry regulatory diligence is now standard for every new market entry and every new category addition.
Ending dysfunctional partnerships
GPOX invested approximately 18 months of operational and relationship resources in a retail partner who repeatedly promised category expansions that never materialized. Terminating that relationship freed resources and sharpened the Company's partner qualification discipline. The Company now evaluates retail partners against a specific framework of demonstrated commitment, operating capability, and cultural alignment before investing significant onboarding resources.
Turnover that disrupted routes
Early staffing decisions produced turnover that disrupted route continuity and increased training costs. The Company responded with a fully redesigned screening and onboarding process governing all new hires, with emphasis on selecting operators uniquely suited to the demanding operational realities of DSD distribution work. GPOX has also introduced equity participation for all employees, a structural decision designed to lower turnover and align execution with ownership at every level.
Part 03 · Market OpportunityOTCQB: GPOX · June 2026151,975 stores. Tens of millions of daily customers.
Private label momentum
Private label is ~$330B in annual U.S. sales and 24% of unit share, with Gen Z driving record adoption (Circana). Convenience has lagged for lack of distribution infrastructure; GPOX's end-to-end private-label capability sits directly at that intersection, and it is one of its highest-margin categories.
Scan-Based Trading
Under SBT, vendors retain ownership until point-of-sale scan, reducing retailer risk and aligning incentives around sell-through. SBT is expanding across the channel, and PRISM+ was built to natively support its real-time data, reporting, and reconciliation.
GPOX has been an early mover in SBT capability and has built PRISM+ to natively support SBT workflows, including the real-time data flows, reporting, and reconciliation that SBT requires. This structural alignment with the industry’s direction reduces retailer risk and creates a durable advantage.
Part 03 · Market OpportunityOTCQB: GPOX · June 2026THE $50+ BILLION ADDRESSABLE MARKET, FRAGMENTED SEGMENT.
The remaining 15% to 20% of in-store product sourcing includes alternative consumables, health and wellness products, Other Tobacco Products “OTP” (vapes, mints, and pouches), nicotine accessories, specialty packaged goods, private label products, and compliance-sensitive emerging categories that require vendor flexibility, nimble curation, and store-level relationships that large national distributors are structurally unable to provide. At 20% of $341.2 billion in annual in store sales, this represents a total addressable market exceeding $67 billion. Management’s working figure of $50 billion reflects a conservative portion targeted by GPOX’s current operational profile.
Real relationships.
Part 04 · Business ModelOTCQB: GPOX · June 2026Weekly visits. Real relationships. Outsourced warehouse.
Visit weekly
Company drivers service most stores on a recurring weekly schedule.
Replenish to velocity
Restock in store-specific quantities calibrated to actual sales, not blunt minimum-order quantities.
Photograph the planogram
Before-and-after shelf photos maintain planogram integrity at every visit.
Generate the PO live
Purchase orders are created in real time on the driver's mobile device.
Digital manager sign-off
Every visit closes with a digital signature from the store manager.
Wholesale distribution markup
The primary source: products sourced at negotiated vendor pricing and sold into the channel at a margin. Buy at scale, deliver efficiently, capture the spread.
Owned & manufactured products
Private-label and own-brand goods in select categories carry a structural margin advantage; GPOX manages the full chain from manufacturing to weekly delivery.
Delivery & service fees
In certain relationships GPOX charges a white-glove service fee independent of product margin, and earns warehousing fees within its hub network.
Part 04 · Business ModelOTCQB: GPOX · June 2026The problems GPOX solves.
Part 05 · Unit EconomicsOTCQB: GPOX · June 2026Per store, per month.
Part 05 · Unit Economics