The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual 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 annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the year ended April 30, 2022 and 2021, which are included herein.

We had revenues of $1,162,822 for the year ended April 30, 2022 and $826,731 revenues from our operations during the year ended April 30, 2021.





Year Ended April 30, 2022
Compared to Year Ended April
30, 2021

                                     Year Ended April 30,
                                     2022             2021           Changes            %

Revenues                         $   1,162,822     $  826,731     $     336,091            41 %
Cost of revenue                     (1,143,947 )     (731,251 )        (412,696 )          56 %
Gross Profit                            18,875         95,480           (76,605 )          80 %
Operating Expenses                 (29,279,447 )     (852,808 )     (28,426,639 )       3,333 %
Loss from Operations               (29,260,572 )     (757,328 )     (28,503,244 )       3,764 %
Other Expenses                        (329,884 )            -          (329,884 )           0 %
Net Loss                         $ (29,590,456 )   $ (757,328 )   $ (28,833,128 )       3,807  %

Our audited financial statements report a net loss of $29,590,456 for the year ended April 30, 2022 compared to a net loss of $757,328 for the year ended April 30, 2021. The increase in net loss during the year ended April 30, 2022 was mainly due to an increase in the operating expenses and an increase in other expenses.

During the year ended April 30, 2022, the Company recognized revenue of $1,162,822 and incurred cost of revenue of $1,143,947, generating gross profit of $18,875.

Our operating expenses for the year ended April 30, 2022 were $29,279,447 compared to $852,808 for the year ended April 30, 2021. The operating expenses for the year ended April 30, 2022 consists of general and administrative expenses of $333,961, professional fees of $28,673,854, salaries and wages of $228,262 and management fee of $43,370. The operating expenses for the year ended April 30, 2021 consists of general and administrative expenses of $217,178, professional fees of $624,639, and management fee of $10,991. The increase in operating expenses during the year ended April 30, 2022 was due to increasing business activities of the Company during the year, and $28,292,017 in stock-based compensation during the fiscal year ended 2022 compared to only $259,500 in stock-based compensation during fiscal 2021..

During the year ended April 30, 2022, the Company incurred interest expense from of $329,884, comprised of note interest expense of $31,304 and amortization of debt discount of $298,580.






         18

  Table of Contents

Liquidity and Financial Condition



Working Capital
                                     April 30,      April 30,
                                       2022            2021

Current Assets                      $   449,614     $   19,659
Current Liabilities                 $ 1,146,362     $  224,142
Working Capital (Deficiency)        $  (696,748 )   $ (204,483 )

Our total current assets as of April 30, 2022 were $449,614 as compared to total current assets of $19,659 as of April 30, 2021 due to an increase in prepaid expenses.

Our total current liabilities as of April 30, 2022 were $1,146,362 as compared to total current liabilities of $224,142 as of April 30, 2021. The increase was primarily due to an increase in accounts payable and accrued liabilities, accrued interest and convertible note payable.

Our working capital deficit at April 30, 2022 was $696,748 as compared to working capital deficit of $204,483 as of April 30, 2021. The increase in working capital deficiency was mainly attributed to an increase in accounts payable and accrued liabilities and convertible notes





Cash Flows



                                                  Year Ended April 30,
                                                   2022           2021

Cash Flows used in Operating Activities $ (414,623 ) $ (269,554 ) Cash Flows used in Investing Activities

            (21,310 )       (5,719 )

Cash Flows provided by Financing Activities 426,403 287,680 Net increase (decrease) in cash during period $ (9,530 ) $ 12,407






Operating Activities

Net cash used in operating activities was $414,623 for the year ended April 30, 2022 compared with net cash used in operating activities of $269,554 during the prior year.

During the year ended April 30, 2022, the net cash used in operating activities was attributed to net loss of $29,590,456, reduced by stock-based compensation of $28,292,017, lease expense settled by common stock of $52,900, depreciation of $1,143, amortization of convertible note discount of $298,580, bad debt expense of $84,442 and share issuance cost of $1,035, and net changes in operating assets and liabilities of $445,716.

During the year ended April 30, 2021, the net cash used in operating activities was attributed to net loss of $757,328, reduced by stock-based compensation of $259,500, lease expense settled by common stock of $18,000, depreciation of $478, and net changes in operating assets and liabilities of $209,796.





Investing Activities

During the year ended April 30, 2022, we used $21,310 for investing activities related to advances on loan receivable from a related party. During the year ended April 30, 2021, we used $5,719 in investing activities from the acquisition of equipment.





Financing Activities

During the year ended April 30, 2022, net cash from financing activities was $426,403 compared to $287,680 during the year ended April 30, 2021. During the year ended April 30, 2022, the Company received proceeds from issuance of preferred stock of $18, proceeds from issuance of common stock of $29,385 and proceeds from issuance of convertible note of $397,000. During the year ended April 30, 2021, the Company received proceeds from issuance of preferred stock and common stock units of 287,500, proceeds from issuance of preferred stock for cash of $100 and proceeds of issuance of common stock of $80.






         19

  Table of Contents




Cash Requirements

As of April 30, 2022, we had cash and cash equivalents of $2,877, accounts receivable of $1,104 and prepaid expenses of 445,633. During the years ended April 30, 2022, we received proceeds from equity issuances of $29,403. During the year ended April 30, 2022, the Company recognized revenue of $1,162,822, incurred cost of revenue of $1,143,947 and generated gross profit of $18,875. During the year ended April 30, 2021, the Company recognized revenue of $826,731, incurred cost of revenue of $731,251 and generated gross profit of $95,480.

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.

Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:





                                            Estimated
Description                                Expenses ($)
Public Company + Professional Fees        $      190,000
General & Administrative Expense          $      400,000
Marketing Expenses                        $      600,000
Initial Personnel                         $      210,000
HealthGPO                                 $       25,000
cbdGPO                                    $       55,000
GPO PAY - Portal Development              $       12,000
GPO Distro                                $      140,000

Unallocated Working Capital/Contingency $ 60,000 Total Expenses

$    1,692,000

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,692,000 over the next 12 months to pay for our planned expenses. In addition, our planned expenses, including legal, accounting and audit fees, and general and administrative expenses, may be higher in the event we enter into any significant transactions. These planned cash requirements are in excess of our current cash and working capital resources. Although our cash requirements may be offset in part by anticipated revenues, we will require additional financing in order to continue operations, execute our business plan, and repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.






         20

  Table of Contents

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.





Contractual Obligations

Not required for smaller reporting companies

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.





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.





Revenue Recognition

During the year ended April 30, 2021, the Company generated its first 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 - The invoice has been generated and provided to the customer.

Step 2: Identify the performance obligations in the contract - The performance obligations of delivery of products are stated in the invoice.

Step 3: Determine the transaction price - The transaction price has been identified in the invoice.

Step 4: Allocate the transaction price to performance obligations - The Company has allocated the transaction price to performance obligation in the invoice.

Step 5: Recognize revenue when the entity satisfies a performance obligation - The Company has shipped out the product and, therefore, satisfied the 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 GPOs 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 Company is comprised of HealthGPO, a Group Purchasing Organization for the Healthcare industry, cbdGPO, a Group Purchasing Organization for the hemp industry. DISTRO+, our distribution division and GPO for specialty retailers, and Nutriumph® Supplements, an innovative supplement company whose mission is to offer premium nutraceuticals to assist consumers to reach their health and wellness goals with natural ingredients. In addition, GPOPlus offers professional services through GPOPRO Services.

During the year ended April 30, 2022 and 2021, the Company recognized $1,157,119 and $824,065 of revenues related to merchandise and product sales, and $5,704 and $2,666 of revenues related to shipping recovered on merchandise sales, respectively, resulting in total revenue of $1,162,822 and $826,731, respectively. The Company incurred cost of revenue of $1,143,947 and $731,251, and generated gross profit of $18,875 and $95,480 during the years ended April 30, 2022 and 2021, respectively. In regard to the sales that occurred during the year ended April 30, 2022, there are no unfulfilled obligations related to the merchandise and product sales.






         21

  Table of Contents

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.

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

The Company accounts for share-based compensation under the fair value method in accordance with ASC 718, "Compensation - Stock Compensation," which requires all such compensation to employees and non-employees to be calculated based on its fair value of the equity instrument at the grant date and recognized in the earnings over the requisite service or vesting period.

© Edgar Online, source Glimpses