Not 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.

Filing 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.

The central question is not whether the model works. Three years of operating data across hundreds of store locations, multiple geographies, and evolving product categories have answered that question. The central question is how much value can be created when a now-proven operating system is capitalized and scaled at the right pace. The judgment before prospective investors is whether GPOX can capitalize and scale this model faster than competitors can replicate it. Management believes the infrastructure, technology, operating data, and team are now in place to do exactly that.

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.

Management believes the Company has moved beyond the concept stage. The Company launched its first national digital advertising campaign in April 2026, targeting category managers, merchandisers, and executives at regional and national convenience store chains. Company leadership attended the NACS State of the Industry Summit, gathering actionable intelligence on emerging product categories and refining its merchandising strategy against industry benchmarks. These are not plans on paper. They are currently being executed.

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.

GPO Plus, Inc. was formed in Nevada and began trading publicly on the OTC Markets on May 5, 2020, under difficult circumstances. The Company launched during the initial wave of the COVID-19 pandemic, and its early operations reflected that reality. The founding team pivoted to distributing COVID test kits and personal protective equipment, generating early revenue but operating in a category with no long-term future.

When the immediate crisis abated, management made the deliberate decision to exit those product lines, despite their continued revenue contribution, and return to the Company's core strategic direction in distribution. That decision reflected an operating principle that has since defined the Company's culture: prioritize long-term position over short-term convenience.

In December 2022, GPOX acquired Betterment Retail Solutions, a Lubbock, Texas-based Direct Store Delivery distributor. The acquisition provided premium shelf space positioned next to the cash register in approximately 500 retail locations across nine states in the Southwest and Midwest of the United States, along with established retailer relationships that formed the Company's initial go-to-market foundation. What it lacked was capital, technology, leadership depth, and a scalable operating system.

The acquisition baseline tells the story of how far the Company has come. At the time of the transaction, the operation generated approximately $89,000 in monthly revenue across the entire 500 store (approximately) network, averaging roughly $180 per store per month. Gross margins were approximately 15%. The business was functional but subscale: minimal technology, limited product selection, no systematic approach to route optimization or inventory management, and vendor terms that had never been professionally negotiated. The prior owners had secured the territory. GPOX set about transforming it into a real business.

What followed was store-by-store transformation of the business. Management did not attempt to scale the Betterment model as acquired. Instead, it was three years of deliberate operational reconstruction, testing assumptions, absorbing failures, and emerging with a model that works. This period was not without setbacks. Management is transparent about the specific lessons learned, because the failures are as important to understanding GPOX as the results.

The period from December 2022 through April 2026 represents the most important chapter in the GPOX story. The Company renegotiated vendor terms, rebuilt the product mix, implemented route optimization through PRISM+, expanded from a single distribution center to a hub-and-spoke network of Regional Hubs and Mini Hubs, and instituted standard operating procedures capable of supporting a business forty times its current size.

GPOX operates as a full-service Direct Store Delivery distributor. Drivers visit retail locations on a recurring weekly schedule, replenish sold products, maintain planogram integrity, and capture transaction level data at the store level. GPOX sources products from manufacturers and suppliers, warehouses them across its hub network, and delivers them in store-specific quantities based on actual sales velocity.

Drivers photograph the planogram before and after each delivery, generate purchase orders in real time, and obtain digital sign-off from store managers at every visit. Route level operations are no longer managed day to day by the CEO. The business runs on systems, processes, and a growing leadership team that did not exist at the time of the Betterment acquisition. That operational independence is a structural milestone. It means the Company can scale without a proportional increase in management burden at the executive level.

The gas station and convenience store channel in the United States is one of the most durable and traffic-dense retail formats in existence. These stores serve tens of millions of customers daily, operate on tight restocking cycles, and are structurally dependent on reliable supply chains to maintain in stock positions at the point of sale. The channel is massive, non-discretionary, and recession-resistant. There are 151,975 gas station and convenience store retailers in the U.S., anchoring recurring customer visits tied to everyday purchasing behavior rather than discretionary demand. Average monthly transaction volume per store exceeds 45,000. Consumer traffic is consistent, recurring, and largely insensitive to economic cycles. That traffic stability supports replenishment categories that require dependable weekly service, creating an attractive operating environment for a DSD distributor whose economics improve with recurring store visits and consistent reorder behavior.

Despite staggering aggregate scale, the operational landscape of the convenience store industry is profoundly fragmented. Approximately 63% of the U.S. convenience store footprint is controlled by small, independent operators. Large enterprise chains operating 500 or more stores control only approximately 22% of the market. This fragmentation creates a severe structural disconnect in the supply chain. Independent operators and small regional chains lack the purchasing power, localized warehousing, and advanced category management expertise of their corporate counterparts. They serve hyperlocal markets, operate under different economic constraints than national chains, and require a fundamentally different distribution model than what legacy operators provide. They are the backbone of the channel, yet they are consistently underserved by the distribution infrastructure designed for larger enterprise accounts. GPOX was built specifically to fill that role, empowering independent retailers with a similar level of service and pricing access historically reserved for large chains.

Major national distributors, including McLane Company (wholly owned subsidiary of Berkshire Hathaway, Inc., NYSE: BRK.A), National Convenience Distributors, US Foods Holding Corp (NYSE: USFD), Sysco Corporation, (NYSE: SYY), Performance Food Group (NYSE: PFGC), and a handful of others, dominate approximately 80% to 85% of convenience store in-store product sourcing. Their model is optimized for high volume, low touch categories: tobacco cartons, carbonated beverages, mainstream snacks, and fuel adjacent consumables. These categories move in volume, and the legacy distributors are structured to handle them efficiently.

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.

Large established companies in distribution fear change. This is why the distribution industry has been antiquated and stagnant for decades, with only incremental technology advancements. Their middle management layers, legacy technology platforms, and risk aversion create structural lag. Several major distributors have, over the past three decades, responded to competitive threats not by innovating but by acquiring potential disruptors and effectively shelving the innovation to preserve the status quo.

When large distributors have attempted to serve smaller accounts, they have consistently retreated to their core enterprise customer base because the economics do not work under their cost structures. Their minimum order requirements (MOQs), delivery frequencies, and technology platforms are designed for large volume, high velocity distribution. The market segment GPOX serves exists precisely because legacy operators cannot profitably address it. Their cost structure and organizational design are built for the 80%, not the 20%.

GPOX operates a full-service Direct Store Delivery (DSD) model. The operating cycle is straightforward and repeatable. Company drivers visit retail locations on a recurring weekly schedule, replenishing sold products in-store specific quantities calibrated to actual velocity rather than blunt MOQs - minimum order quantities. Drivers maintain planogram integrity by photographing the shelf before and after each service visit. They generate purchase orders in real time on their mobile devices and obtain a digital signature from the store manager at the conclusion of every visit.

This "white glove" service model does more than move product. GPOX functions as the retailer's outsourced warehouse, merchandising partner, and data provider. The store manager does not need to break down pallets, restock shelves, maintain planograms, or coordinate multiple smaller vendors across a fragmented category set. GPOX does that work through its weekly service presence. This creates a level of operational dependency and loyalty that remote or infrequent competitors cannot replicate.

Inventory is sourced from manufacturers and suppliers, staged through Regional Hubs and Mini Hubs across the Company's network, and delivered ready to shelf in-store specific quantities. The hub network enables efficient route construction, minimizes windshield time between stops, and supports a driver service cost of approximately $35 to $45 per store per week across most active routes.

The following problems were not identified through market research. They were identified through three years of weekly execution inside gas stations and convenience stores across the Southwest and Midwest. Each problem is encountered on a recurring basis by operators of all sizes. They are structural inefficiencies, not cyclical ones.

The Company's revenue model is designed to be simple, scalable, and margin expanding over time. GPOX generates revenue through multiple streams that are layered onto a single weekly store visit, creating operating leverage as per-store revenue grows. Revenue grows through two simultaneous vectors: adding new store locations to the network, and increasing the revenue generated per store visit through category expansion and product mix optimization.

A meaningful portion of GPOX's retailer relationships operate under Scan-Based Trading terms. Under SBT, GPOX retains ownership of inventory placed in the store until it is scanned at the point of sale. This model eliminates upfront retailer purchasing requirements, reduces retailer inventory risk, and aligns GPOX's economic interests directly with actual sell-through performance.

SBT requires sophisticated inventory tracking, real-time reconciliation, and disciplined loss-prevention protocols. PRISM+ was built with native SBT support. The Company's driver accountability systems, including real-time purchase order generation, before-and-after planogram photography, and digital store-manager sign-off, are designed specifically to enforce SBT accuracy and eliminate reconciliation disputes.

The Unit Economics of the GPOX model are the most important section of this Memorandum. They are the primary reason management believes the business has moved from discovery to deployable scale. The economics are driven by observed performance across hundreds of active store locations, not by financial modeling assumptions.

At the conservative 20% gross margin that management uses for forward planning, a store generating $1,000 per month produces roughly $200 in gross profit against a service cost of $155 to $195. The contribution margin at this level is thin but positive. This is by design. Management plans against the conservative margin, not the demonstrated margin, to ensure the model is viable under stress. The path to meaningful store level contribution runs through three levers.

First, category expansion: adding product categories to an existing store relationship increases revenue per visit with no proportional increase in service cost. Second, owned and manufactured products: these carry higher margins than third-party distribution, lifting blended gross margin toward and beyond 28%. Third, value-added services: merchandising support, analytics access, and premium service tiers generate incremental revenue.

The defining unit-economic feature of the GPOX model is that the weekly store visit is largely a fixed cost. A driver travels to the store, photographs the shelf, restocks what was sold, generates the purchase order, and obtains the manager's signature. That service visit costs approximately $35 to $45 regardless of whether the driver delivers 10 SKUs or 30 SKUs.

This creates a powerful operating leverage dynamic. As category depth expands, as additional products are added to the planogram, as private label items are introduced, and as per-store revenue grows toward $2,000 per month, the service cost does not grow proportionally. The incremental revenue from every additional SKU delivered during an existing weekly visit flows almost entirely to the contribution margin line. This is why the path from $1,000 to $2,000 per store per month is a margin expansion story, not just a revenue growth story.

The Company's current average of approximately $1,000 per store per month is not the ceiling; it is the current state of a model that is still early in its category expansion and relationship deepening. The path to $2,000 per store per month is driven by three levers, all of which are within management's operational control.

Top stores in the current network already demonstrate that $5,000+ per month is achievable. The median store is not a different type of store; it is the same type of store at an earlier point in its relationship with GPOX.

Management has identified 1,000 active stores generating approximately $1,000 per store per month as the threshold for cash flow positive operations. This is not a theoretical projection. The Company has demonstrated the per-store economics that support this calculation, and the infrastructure to serve 1,000 stores is already substantially in place. At that level, annualized revenue reaches approximately $12 million. Against the Company's current cost structure, including hub operating costs, driver compensation, technology maintenance, and corporate overhead, management projects that $12 million in annualized revenue is sufficient to cover all operating expenses with positive cash flow.

The larger intermediate framework is 5,000 stores at approximately $2,000 per store per month, implying approximately $120 million in annualized revenue. This represents the Company's central expansion case over the three-year capitalization period. The infrastructure to support this scale is partially in place. Capital deployment is the accelerant.

PRISM+ is the Company's proprietary, AI-powered distribution and operations platform. It was developed by GPOXLabs to consolidate functionality that previously required more than 13 separate tools into a single integrated platform. The current version is in internal alpha deployment for driver-facing operations. It is functional and actively improving. Management is transparent about the fact that PRISM+ is a technology platform under active development, not a finished commercial product. That is an accurate description of a real operational tool at a specific stage of its development, not a negative.

PRISM+ supports driver-facing operations through a mobile application that captures GPS location, records timestamped service windows, requires before and after planogram photography at every visit, and mandates digital manager sign-off at the conclusion of each service call. These features create a verifiable service record, prove planogram compliance, support accurate revenue recognition under SBT agreements, and generate the store-level data that grows more valuable with each passing week.

GPOXLabs has deployed artificial intelligence across four operational domains within PRISM+.

The near-term roadmap prioritizes operational reliability and driver-facing functionality before expanding into external commercialization. Core priorities include completing the PRISM+ alpha deployment across the full active driver fleet, refining real-time inventory reconciliation for SBT compliance, and expanding the store-level analytics dashboard for use by category managers and retail partners.

As the platform matures and the store network grows, PRISM+ accumulates a dataset of SKU-level sales velocity, planogram compliance records, and inventory behavior that becomes progressively more valuable. A network of 500 stores generates a useful dataset; a network of 5,000 stores generates a monetizable intelligence asset. The data asset and the physical network compound together.

Note. The Company positions PRISM+ as an internal operating moat first and a potential external product second. Investors should view PRISM+ as strategically useful internal infrastructure whose future as an external software product remains unproven.

GPOXLabs is the Company's innovation and advanced technology division, operating as an embedded R&D function within the broader GPOX platform rather than as a standalone business unit. Its mandate is to build technology that compounds the physical distribution network's efficiency, defensibility, and margin performance, not to build technology for its own sake.

GPOXLabs applies artificial intelligence across three areas of the distribution operation. The division operates under a discipline of connecting every technology decision to a specific operational outcome.

Applied AI. Machine learning and data analytics applied directly to operational problems: route optimization, demand forecasting, inventory management, and loss prevention. The Company has treated AI as an active operating priority for more than two and a half years.

Software Development. The team that builds and maintains PRISM+ and the Company's internal technology infrastructure. These developers work alongside distribution operations personnel, ensuring that technology development is grounded in real operational requirements.

Performance-Driven Digital Marketing. The Company's customer acquisition and brand building capability, including the national digital advertising campaign launched in April 2026. This is not outsourced to agencies. It is built and executed internally, with the same data-driven discipline applied to distribution operations.

GPOXLabs operates under a structured innovation process: problem identification from operational data, rapid prototyping of potential solutions, live testing in the field, and a "deploy or discontinue" decision. This process ensures that technology investments are tied directly to operational outcomes, not to abstract product roadmaps.

The commercial value of GPOXLabs is that it builds technology products for customers the Company already serves. This is a fundamentally different approach than building technology in search of a market. Every GPOXLabs innovation is tested against real stores, real drivers, and real operational data before any commercial deployment decision is made.

Why Distributors Will Have a Hard Time Replicating This

Legacy distributors face three structural constraints that prevent them from replicating GPOX's technology architecture. First, their core business depends on the status quo, and investing in technology that would change their operating model creates internal conflict. Second, their technology investments are optimized for high-volume pallet categories with different data requirements. Third, their scale makes it difficult to build and deploy technology quickly, because every change must be tested against enterprise-scale operations. GPOXLabs built PRISM+ from scratch, specifically for the service model it operates, without the legacy constraints that burden established players. The result is a technology platform that fits the business it serves rather than a technology platform the business must work around.

PRISM+ and GPOXLabs are presented in this Memorandum as the second value pillar that compounds the physical network over time, not as the primary investment thesis. The base case does not require PRISM+ commercialization or GPOXLabs revenue. These capabilities represent upside optionality embedded in a distribution business that already has a sound economic foundation. Investors in GPOX are getting a proven DSD platform with a proprietary technology stack at a price that currently reflects neither.

Every weekly store visit generates data: SKU-level sales velocity, inventory behavior, planogram compliance records, driver timing, and store-level ordering patterns. This dataset grows in value as the store network expands. At 500 stores, it is a useful operational tool. At 5,000 stores, it is a category intelligence asset that vendors, manufacturers, and retail partners cannot access through any other channel.

GPOX's technology is built by the people who run the distribution operation, for the distribution operation. PRISM+'s AI architecture means the platform becomes more intelligent as it accumulates more data. Route optimization improves as more historical visit data is available. Replenishment modeling improves as more velocity data accumulates. Category recommendations improve as more store-level performance patterns emerge. This integration of technology development and operational execution is difficult to replicate because it requires both technical capability and deep domain knowledge within the same organization. The technology moat grows with the business rather than depreciating as the business scales.

The gross margin trajectory is as important as the revenue trajectory. The expansion from approximately 15% at acquisition to approximately 28% in current blended performance reflects genuine operational improvement, not accounting treatment changes. Vendor renegotiation, product mix optimization toward higher-margin private label and specialty categories, route efficiency improvements, and SBT compliance all contributed to this expansion.

The audited FY2025 gross margin of approximately 23.85% is the conservative planning anchor. The Company uses 20% as its conservative planning margin for forward projections, providing a buffer against category mix shifts and new market entry costs. The demonstrated blended performance of approximately 28% represents the upside scenario that is achievable with continued category expansion and route maturity.

This document maintains a clear distinction between audited reported results and management estimates. The FY2025 revenue of approximately $4.744 million and gross margin of approximately 23.85% are audited reported figures. The $6.4 million annualized run rate and the 28% gross margin figure are management estimates.

The GPOX cost structure contains meaningful fixed and semi-fixed components: hub operating costs, corporate overhead, technology maintenance, and management compensation. These costs do not scale linearly with store additions. As the active store base grows from 500 toward 1,000 and beyond, these fixed costs are spread across a larger revenue base, producing operating leverage.

The most important source of operating leverage is the fixed-cost weekly store visit. Adding a new store to an existing route adds approximately $35 to $45 per week in direct service cost while adding approximately $250 per week in average revenue at current per-store productivity. The contribution from each incremental store on an established route is therefore approximately $200 to $215 per week, before any fixed-cost absorption benefit.

Management has identified 1,000 active stores at approximately $1,000 per store per month as the cash flow positive threshold. At that level, annualized revenue reaches approximately $12 million. The initial $7 million capital raise is designed to take the Company from its current approximately 500 stores to approximately 1,000 stores, deploying capital against the specific operational levers described in Part XII of this document.

The path to 1,000 stores does not require entry into new geographies. The Company's existing hub network has capacity to support a meaningfully larger store footprint within its current geographic footprint. Reaching 1,000 stores is primarily an execution challenge: hiring and onboarding drivers, expanding the sales team to accelerate store additions, and providing the working capital necessary to inventory stores as they are onboarded.

The Company has identified the following risk factors which in some way directly or indirectly affect the Company’s ability to execute on its business plans. Each risk has a named mitigant. The existence of these risks does not invalidate the investment thesis. The question is whether the mitigants are sufficient and whether the risk-adjusted return is compelling. The risk factors presented below reflect management's current subjective assessment and are not guarantees of the relative likelihood or impact of any risk. The mitigants described are management's current strategies and there is no assurance that any mitigant will be effective in preventing the identified risk from materializing. Investors should evaluate each risk factor independently and should not rely on the mitigants as a basis for concluding that any risk is unlikely to occur or will have limited impact.

14.1 The Structural Case

The convenience store channel generates $341.2 billion in annual in-store sales across 151,975 locations. Approximately 15% to 20% of that spend moves through a fragmented, underserved supply chain that legacy national distributors cannot profitably address. At management's conservative estimate, that segment represents more than $50 billion in addressable annual spend. Management believes GPOX is among the few technology-driven, compliance-oriented, weekly service DSD operators with three years of operating history, documented Unit Economics, and a proprietary technology platform specifically built for this segment.

That structural position is more than just theory. It has already been created through acquiring an underperforming footprint, absorbing three years of operational adversity, and emerging with a model, a technology stack, and a team that is now operationally independent of the individual who built them. That is not easily replicated.

14.2 The Financial Case

The path to cash flow positive operations runs through 1,000 active stores at approximately $1,000 per store per month. The Company currently operates approximately 500 stores at that productivity level. The Company must raise additional capital to close that gap. At 1,000 stores, the Company generates approximately $12 million in annualized revenue against a cost structure that management believes is cash flow positive at that level.

The larger case, 5,000 stores at approximately $2,000 per store per month, implies approximately $120 million in annualized revenue. Against the Company's current OTCQB market capitalization of approximately $6.36 million (approx. at the time of this Investor Memo), an investor evaluating this case is asked to assess whether management can execute a well-defined operational plan against a large, durable market opportunity, using proven unit economics, in a capital-efficient staged structure. Management believes the operating evidence supports the Company's thesis, but investors should form their own independent assessment.

The Company's public market capitalization of approximately $6.36 million as of April 2026 reflects the public market’s current pricing of the Company.

Management believes the evidence presented in this Memorandum, including the demonstrated model, the available infrastructure, the assembled team, and the $50+ billion market opportunity, supports the Company's investment thesis. Investors should conduct their own independent evaluation and consult with their legal, financial, and tax advisors before making any investment decision.

If you would like to learn more, management suggests the following: