GPOX GPO Plus Inc (QB)

Item 3.02 Unregistered Sales of Equity Securities

On May 21, 2021, GPO Plus, Inc. (the "Company") held a Board meeting at which it authorized the sale and issuance of up to Nineteen Million Six Hundred Twenty-Five Thousand (19,625,000) Shares of its Common Stock and 175,000 Series A Non-Voting Redeemable Preferred.

   
The shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and was issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act. The sales of these securities come with representations from the holders to support the Company's reasonable belief that the holders acquired the shares for their own accounts and not with a view to distribution in violation of the Securities Act, and that the holders are "accredited investors" or “sophisticated investors” as defined in Regulation D.

Additionally, the Board authorized the Company to initiate a Reg D 506c Offering for the sale of up to $5,000,000 million dollars of its shares with warrants referred to as Units, ("Units") each unit consists of ten thousand (10,000) shares of common stock at $1.50 a share and ten thousand (10,000) bonus Warrants to purchase an additional share of common stock for $2.00 for each warrant at the purchase price of $15,000.00 per Unit. In the event all Units were sold, the Company under this authorization would issue an additional 3,333,334 shares.