CAPITAL STOCK | NOTE 6 - CAPITAL STOCK Share Capital On November 20, 2020, the Company filed amended and restated article of incorporation, resulting in increasing the authorized share capital from 125,000,000 shares to 200,000,000 shares and par value from $0.001 per share to $0.0001 per share consisting of the following: · 90,000,000 shares of ordinary common stock · 10,000,000 shares of founders’ class A common stock · 50,000,000 shares of blank check common stock · 500,000 shares of founders’ series A non-voting redeemable preferred stock · 49,500,000 shares of blank check preferred stock 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 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (1) Equity compensation plans approved by security holders 1,867,122 common - N/A shares (1) On April 4, 2023, the Company issued 332,878 shares of immediately vested common stock to employees and consultants under the 2023 Equity Incentive Plan. The market value of the shares on the grant date was $0.162 per share, resulting in a $53,892.96 expense and 1,867,122 remaining shares issuable under the plan. No options or warrants were issued in connection with these common shares. Ordinary Common Stock Year ended April 30, 2024 During the year ended April 30, 2024, the Company issued 2,310,237 shares of common stock for the conversion of convertible note principal of $225,000 and repayment of promissory notes of $31,050. (Note 8) During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred Stock of $57,751. During the year ended April 30, 2024, the Company issued 1,320,000 shares of common stock for term extension of promissory notes. During the year ended April 30, 2024, the Company issued 1,194,800 shares of common stock as loan inducements for promissory notes. During the year ended April 30, 2024, the Company issued 210,865 shares of common stock for office lease. During the year ended April 30, 2024, the Company issued 5,632,968 shares of common stock to senior management and executives at $761,950 for services. During the year ended April 30, 2024, the Company issued 6,994,844 shares of common stock to non-affiliated consultants at $865,654 for services. Year ended April 30, 2023 During the year ended April 30, 2023, the Company issued 1,937,140 shares of common stock to consultants and employees at $678,697 for services. During the year ended April 30, 2023, the Company issued 2,129,304 shares of common stock to executives at $843,226 for services. (Note 7) During the year ended April 30, 2023, the Company issued 450,000 shares of common stock at $63,450 for term extension of promissory notes for three additional months. During the year ended April 30, 2023, the Company issued 505,000 shares of common stock for prepaid expenses at $200,700 to consultants for services. During the year ended April 30, 2023, the Company issued 105,785 shares of common stock to landlord at $32,591 for lease payment on office premise. During the year ended April 30, 2023, the Company issued 16,500 shares of common stock for cash proceed of $24,757. During the year ended April 30, 2023, the Company issued 280,000 shares of common stock through the exercise of warrant shares from the convertible note of $280,000 issued on June 16, 2021, for proceeds of $42,000 at $0.15 per share. During the year ended April 30, 2023, the Company issued 400,000 shares of common stock for the acquisition of $76,000 in property and equipment from an unaffiliated firm at $0.19 per share. (Note 5) During the year ended April 30, 2023, pursuant to an asset purchase agreement to acquire assets from Nutriumph, the Company made a $50,000 cash payment and issued 200,000 shares of common stock at $0.30 per share totaling $59,000. (Note 4) During the year ended April 30, 2023, the Company issued 1,133,332 shares of common stock for the conversion of convertible note principal of $170,000 at a fixed conversion rate of $0.15 per share. (Note 8) During the year ended April 30, 2023, the Company issued 2,975,000 shares at total value of $468,894 to noteholders as inducement for promissory notes. During the year ended April 30, 2023, the Company issued 80,000 shares of common stock at $35,200 to the VP Sales and Marketing of the Company in payment of accrued salary. During the year ended April 30, 2023, in pursuant of their resignation agreement, the COO and President of the Company returned 1,369,333 shares and 750,000 shares of common stock to the Company, respectively. The returned shares were immediately cancelled. As of April 30, 2024 and April 30, 2023, the issued and outstanding ordinary common stock was 57,518,014 and 39,454,300 shares, respectively. Founders’ Class A Common Stock and Founders’ Series A Non-Voting Redeemable Preferred Stock During the year ended April 30, 2021, the Company issued common and preferred stock units comprising 115,000 shares of founders’ class A common stock and 28,750 shares of founder’s series A non-voting redeemable preferred stock to non-affiliates for total consideration of $287,500. The founder’s series A non-voting redeemable preferred stock has a redemption value of $15 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $224,905 was determined to be its fair market value. The excess of the cash consideration of $287,500 over the fair value of the founder’s series A non-voting redeemable preferred stock of $224,905 was allocated to the common stock at $62,595. During the year ended April 30, 2024, the Company issued 400,000 shares of common stock for the conversion of 7,500 founders series A non-voting redeemable preferred stock of $57,751. As of April 30, 2024 and April 30, 2023, the Company had 115,000 and 115,000 shares of founders’ class A common stock and 21,250 and 28,750 shares of founders’ series A non-voting redeemable preferred stock issued and outstanding, respectively. Series A Convertible Preferred Stock The Company has designated 1,000,000 shares of series A convertible preferred stock. The series A convertible preferred stock may convert into common stock at a rate equal to one share of common stock for each share of series A convertible preferred stock. Each Series A convertible preferred shareholder is entitled to one hundred (100) votes for each share held of record on matters submitted to a vote of holders of the Company’s ordinary Common Stock. On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to the CEO of the Company at $0.0001 per share for consideration of $50. On January 21, 2021, the Company issued 500,000 shares of series A convertible preferred stock to an executive of the Company at $0.0001 per share for consideration of $50. As of April 30, 2024 and April 30, 2023, the Company had 1,000,000 shares of series A convertible preferred stock issued and outstanding. Series A Non-Voting Redeemable Preferred Stock On May 21, 2021, the Company issued 175,000 series A non-voting redeemable preferred shares to an executive of the Company at $10 stated value per share and for cash consideration of $18. (Note 7) The series A non-voting redeemable preferred stock has a redemption value of $10 per share and is contingently redeemable at the holder’s option, and as a result was classified as mezzanine equity in the Company’s balance sheet. The redemption value of $1,750,000 was determined to be its fair market value. As of April 30, 2024 and April 30, 2023, the Company had 175,000 shares of series A non-voting redeemable preferred stock issued and outstanding, respectively. Series C Preferred Stock The purchase price of the series C preferred is $10,000 per share with a stated value of $11,500 at the end of year one. After the first year has been completed, for 30 days the stockholder grants the Company the right to redeem the shares at the greater of $11,500 or market price of the common stock. If the Company does not redeem the preferred shares by the 30th day after the first year, the shareholders can convert some or all of their $11,500 of series C preferred into common stock at $0.30 per share. During the year ended April 30, 2024, the Company issued 61.5 shares of series C preferred stock for cash proceeds of $615,000. During the year ended April 30, 2024, the Company issued 43 shares of series C preferred stock for repayment of promissory notes of $385,000 and accrued interest of $37,115. As of April 30, 2024 and April 30, 2023, the Company had 104.5 and 0 shares of series C preferred stock issued and outstanding, respectively. Warrants On June 16, 2021, in conjunction with the issuance of a convertible note on June 16, 2021, the Company issued 280,000 stock purchase warrants, exercisable for three years from issuance at exercise price of $1.25 per share. On May 5, 2022, the exercise price of the warrants was amended to $0.15. On May 21, 2022, the 280,000 warrants were exercised at $0.15 for $42,000. (Note 8) On September 8, 2021, in conjunction with the issuance of a convertible note on September 8, 2021, the Company issued 168,000 stock purchase warrants, exercisable for three years from issuance at the exercise price of $1.25 per share. (Note 8) The below table summarizes the activity of warrants exercisable for shares of common stock during the year ended April 30, 2024 and year ended April 30, 2023: Number of Shares Weighted- Average Exercise Price Balances as of April 30, 2022 448,000 $ 1.25 Granted - - Redeemed - - Exercised (280,000 ) 0.15 Forfeited - - Balances as of April 30, 2023 168,000 $ 1.25 Granted - - Redeemed - - Exercised - - Forfeited - - Balances as of April 30, 2024 168,000 $ 1.25 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: Year Ended April 30, 2022 Exercise price $ 1.25 Expected term 5 years Expected average volatility 555% - 591% Expected dividend yield - Risk-free interest rate 0.41% - 0.43% The following table summarizes information relating to outstanding and exercisable warrants as of April 30, 2024: Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 168,000 0.36 $ 1.25 - $ - Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants on April 30, 2024 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of April 30, 2024, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.11 on April 30, 2024. Stock Payable As of April 30, 2024, the Company had stock payable of $190,942 for outstanding 1,691,213 common shares, comprised of stock payable of $23,239 for outstanding 158,333 common shares to related parties and stock payable of $167,703 for outstanding 1,532,880 common shares to non-affiliates, respectively. As of April 30, 2024, and through the date of these financials’ statements were issued, the outstanding common shares have not yet been issued. The stock payable was recorded as other current liabilities in the Balance Sheets. During the year ended April 30, 2024, the Company recorded stock payable of $21,200 for outstanding 240,000 stock for repayment of outstanding principal balance of a promissory note. During the year ended April 30, 2024, the Company recorded stock payable of $40,220 for outstanding 524,000 stock for loan inducements of promissory notes. During the year ended April 30, 2024, the Company recorded stock payable of $13,493 for outstanding 75,000 stock related to interest and fees on promissory notes. During the year ended April 30, 2024, the Company recorded stock payable of $31,975 for outstanding 282,965 stock related to term extension of a promissory note. During the year ended April 30, 2024, the Company recorded stock payable of $60,815 for outstanding 410,915 common shares to consultants and employees for services. During the year ended April 30, 2024, the Company recorded stock payable of $23,239 for outstanding 158,333 common shares to executives and senior management. (Note 7). |