UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED July 31, ~~2022~~2023

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _________

COMMISSION FILE NUMBER: 000-56350

GPL Holdings, Inc.

(Exact name of registrant as specified in its charter)

	Nevada	0092-~~0000000~~1676798
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	c/o Sylvester Lee Crawford 433 Estudillo Avenue, Suite 206 San Leandro, CA	94577
	(Address of Principal Executive Offices)	(Zip Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock par value $0.001		GPLL - OTC Markets		~~Pink Sheets~~N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X ] Yes [ X] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X ] Yes [  X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒
Smaller reporting company ☒		Emerging growth company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[X ] Yes [ X] No

As of January 31, ~~2022~~2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $0 324,492 based on ~~par~~the closing ~~value~~price per share (or $0.~~001~~15), of the registrant’s common stock as reported by OTC Markets Group, Inc.

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date:

~~176~~226,~~285~~889,~~321~~221 shares of common stock, $0.001 par value, issued and outstanding as of ~~November~~March 1418, ~~2022~~2024

0 shares of preferred stock, $0.001 par value, issued and outstanding as of ~~November~~March 1418, ~~2022~~2024.

Table of Contents

TABLE OF CONTENTS

GPL Holdings, Inc.

PART I		PAGE
Item 1	Business	1
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	6
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	7
Item 8	Financial Statements and Supplementary Data	F1-F9
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A	Controls and Procedures	8
Item 9B	Other Information	8

PART III
Item 10	Directors, Executive Officers and Corporate Governance	9
Item 11	Executive Compensation	11
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 13	Certain Relationships and Related Transactions, and Director Independence	12
Item 14	Principal Accounting Fees and Services	13

PART IV
Item 15	Exhibits, Financial Statement Schedules	14
Item 16	Form 10-K Summary	14
	Signatures	14

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information included in this Annual Report on Form 10-K for the year ended July 31, ~~2022~~2023 (this “Report”), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “may,” “should,” “believe,” “expect,” “intend,” “plan,” “anticipate,” “likely,” “estimate,” “potential,” “continue,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance, or achievements, or industry results to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report.

CERTAIN TERMS USED IN THIS REPORT

“We,” “us,” “our,” the “Registrant,” the “Company,” the “Issuer,” and “GPL Holdings” are synonymous with GPL Holdings, Inc., unless otherwise indicated.

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PART I

Item 1. Business.

(a) ~~Business~~Corporate ~~Development~~History

GPL Holdings, Inc. (we, us, our, or the "Company") was incorporated by Sylvester Lee Crawford on July 30, 2021, in the State of Nevada.

On July 30, 2021, Sylvester Lee Crawford was appointed Chief Executive Officer, Chief Financial Officer, and Director of GPL Holdings, Inc.

On May 12, 2022, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State. Amongst other changes, the authorized shares were amended.

On May 18, 2022, the Company entered into a “Agreement and Plan of Merger”, whereas it agreed to, and as mentioned below, subsequently participated in a Nevada holding company reorganization pursuant to NRS 92A.180, NRS 92A.200, NRS 92A.230 and NRS 92A.250 (“Reorganization”).

On May 23, 2022, the Company, or “Successor”, transmuted its business plan from that of a blank check shell company to a business combination related shell company with a holding company formation pursuant to a reorganization with Benchmark Energy Corporation (“BMRK” or “Predecessor” ). The reason for the change in the nature of our business plan was due to the fact that our sole director believed it to be in the best interest of the Company to complete a holding company reorganization (“Reorganization”) with BMRK. The “Articles of Merger” pursuant to the Reorganization were filed on May 23, 2022 with the Nevada Secretary of State, with an equivalent effective date.

The constituent corporations in the Reorganization were Benchmark Energy Corporation (“BMRK” or “Predecessor”), the Company and GPL Merger Sub, Inc. (“Merger Sub”). Our director is and was the sole director/officer of each constituent corporation in the Reorganization.

Pursuant to the reorganization, the Company issued 1,000 common shares of its common stock to Predecessor and Merger Sub issued 1,000 shares of its common stock to the Company immediately prior to the Reorganization. Immediately prior to the merger, the Company was a wholly owned direct subsidiary of BMRK and Merger Sub was a wholly owned and direct subsidiary of the Company. The legal effective date of the Reorganization was May 23, 2022 (the “Effective Time”). At the Effective Time, Predecessor was merged with and into Merger Sub (the “Merger), and Predecessor was the surviving corporation. Each share of Predecessor common stock (BMRK) issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock.

The controlling shareholder of Successor iswas GPL Holdings, LLC, a Wyoming limited liability company. Sylvester L. Crawford, our sole officer and director, isowns ~~the~~and ~~sole~~controls ~~member of~~ GPL Holdings, LLC ~~and is therefore deemed to be the indirect and beneficial holder of a total of 150,000,000 shares of Common Stock of the Company representing approximately 85~~.~~09% voting control of the Company. Currently, there are 176,285,321 shares of Common Stock issued and outstanding of the issuer.~~

The Company believes that the Reorganization, deemed effective on May 23, 2022, was not a transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to involve an “offer”, “offer to sell”, “offer for sale” or “sale” within the meaning of Section 2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or consent of the Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or to insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.”

On May 23, 2022, after the completion of the Holding Company Reorganization, we cancelled all of the stock we held in BMRK resulting in BMRK as a stand-alone company.

Given that the former business plan and objectives of BMRK and the present day business plan and objectives of GPL Holdings, Inc. substantially differ from one another, we conducted the corporate separation with BMRK immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of BMRK under the leadership of its former directors, ~~does~~did not, in any way, represent the ~~current day blank check~~ business plan of GPL Holdings, Inc. The result of corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. Furthermore, we wanted to continue trading in the OTC MarketPlace.

The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole officer and director, to be for the benefit of the corporation and its shareholders. Former shareholders of BMRK are now the shareholders of GPL Holdings, Inc. Each and every shareholder of BMRK became a shareholder of GPL Holdings, Inc. with each share of capital stock of BMRK held by former ~~BMRK~~ BMRK shareholders becoming an equivalent amount of capital stock held in GPL Holdings, Inc. The former shareholders of BMRK now have ~~the~~ the opportunity to benefit under our business plan and we have the opportunity to grow organically from our shareholder base and new leadership under our sole officer and director.

On May 26, 2022, GPL Holdings, Inc. was issued a CUSIP number by CUSIP Global Services of 3621MX103.

Pursuant to the Reorganization, a FINRA corporate action was filed. The Corporate Action has since been processed and is now completed. The announcement of our corporate action and release of our new ticker symbol, “GPLL” was posted on the FINRA Daily List on October 21, 2022. The Market Effective date was October 24, 2022.

After completion of the Holding Company Reorganization and separation of BMRK as a wholly owned subsidiary, the Company reverted back to a blank check company.

The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of the date of this report, the Company had not yet commenced any such operations.Merger

~~Currently,~~On August 7, 2023, GPL Holdings, ~~LLC~~Inc., a ~~Wyoming~~Nevada ~~Limited~~corporation ~~Liability~~(“GPLL”) ~~Company,~~entered ~~owned~~into an Agreement and ~~controlled~~Plan byof ~~Sylvester~~Merger ~~Lee~~(the ~~Crawford,~~“Merger Agreement”) ~~our~~with ~~sole~~Global ~~director~~Pharma Labs, isInc., ~~our~~a ~~controlling shareholder~~Delaware corporation (“Labs”), ~~owning~~and ~~150~~GPL Merger Sub,~~000~~ Inc.,~~000~~ ~~shares~~(“Merger Sub”) ofa ~~our~~Delaware ~~common~~corporation ~~stock~~and ~~representing~~a ~~approximately~~wholly 85owned subsidiary of GPLL.~~09%~~ ~~voting~~Upon ~~control~~the terms and subject to the satisfaction of the ~~Company~~conditions described in the Merger, Merger Sub was merged with and into Labs, with Labs surviving the merger as a wholly owned subsidiary of GPLL. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

The effective time of the Merger was August 14, 2023, (“Effective Time”). The Merger Agreement was effected pursuant to Section 253 of the DGCL when Merger Sub filed a Certificate of Merger with the Secretary of State of the State of Delaware. Prior to the Effective Time and pursuant to Section 228 of the DGCL, and the bylaws of the Company, the Company received written consent by stockholders of the Company holding sufficient Company common stock to constitute the requisite stockholder approval.

As a result of the Merger, each share of Labs capital stock outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive an equivalent amount of common stock of GPLL upon surrender of the certificate or uncertificated Shares to Mountain Share Transfer, LLC, the Company’s transfer agent. The executed Merger Agreement is on file at 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577. A copy of the Merger Agreement will be furnished by GPLL on request, without cost to any stockholder of the constituent corporations. Notice of Merger and appraisal rights including shareholder consent agreement and Merger Agreement. were mailed to stockholders of Labs on August 15, 2023.

As a result of the aforementioned merger, GPL Holdings, Inc. adopted the business plan of its now wholly owned subsidiary, Global Pharma Labs, Inc. The Company is no longer deemed to be a shell company.

The Company is a biopharmaceutical company dedicated to developing new therapies and to providing low-cost quality healthcare products including prescription drugs, non- prescription drugs, medical supplies, dental supplies, medical equipment, and dental equipment.

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We use the home office space of our sole officer and director at no cost.

The Company has been engaged in organizational efforts and obtaining initial financing. The Company seeks to serve as a vehicle to pursue a business combination and has made no efforts thus far to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with an existing company.

The Company is an “emerging growth company” (“EGC”), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (the JOBS Act), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commissions (SEC’s) reporting and disclosure rules (See Emerging Growth Companies Section Below).

(b) Business Summary

The Company, ~~based on proposed business activities,~~ is a ~~"blank~~biopharmaceutical ~~check"~~ company. dedicated to ~~The~~developing ~~U.S.~~new ~~Securities~~ therapies and ~~Exchange~~to ~~Commission~~providing ~~(the~~low-cost ~~SEC)~~quality ~~defines~~healthcare ~~those~~products ~~companies~~including asprescription ~~"any development stage company that is issuing a penny stock~~drugs, ~~within the meaning of Section 3 (a)(51)~~non-1 prescription ~~of the Securities Exchange Act of 1934~~drugs, ~~as amended (the Exchange~~ medical ~~Act)~~supplies, ~~and~~dental ~~that~~supplies, ~~has~~medical ~~no specific business plan or purpose~~equipment, orand ~~has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person~~dental equipment." Through ~~Under SEC Rule 12b-2 under~~ the ~~Exchange Act, the~~ Company’s ~~also~~wholly ~~qualifies as~~owned ~~a shell company~~subsidiary, Global ~~because~~Pharma ~~it has no or nominal assets (other than cash) and no or nominal operations~~Labs. ~~Many states have enacted statutes~~, ~~rules~~ ~~and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions~~Inc., ~~Management~~we seek ~~does not intend~~ to ~~undertake~~complete ~~any~~clinical ~~efforts~~trials ~~to cause a market to develop in~~ of our ~~securities,~~osteoarthritis ~~either~~therapy ~~debt~~and orwill ~~equity,~~additionally ~~until~~seek ~~we have successfully concluded~~patents afor ~~business~~several ~~combination.~~new medication ~~The~~therapies, ~~Company~~including ~~intends~~new tomedication ~~comply~~therapy for ~~with~~ the ~~periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.~~following diseases:

~~The Company was organized as a vehicle to investigate and, if such investigation~~ ~~warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation~~ 1. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The company may merge with or acquire another company in which the promoters, management, or promoters’ or managements’ affiliates or associates, directly or indirectly, have an ownership interest.Onychomycosis

~~The analysis of new business opportunities will be undertaken by,~~ ~~or under the supervision of, Sylvester Lee Crawford, the sole officer and director of the Registrant~~ 2. AsGenital ~~of this date~~Herpes, Cold ~~the~~Sores ~~Company has not entered into any definitive agreement with any party~~, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:Shingles

~~(a)~~ 3. ~~Potential~~Erectile ~~for growth, indicated by new technology, anticipated market expansion or new products;~~Dysfunction

~~(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;~~Present Plans

We intend to finalize and submit provisional patent applications to the U.S. Patent and Trademark Office (cUSPTO) ~~Strength~~for the foregoing maladies. Our goal is to secure funding to cover the expenses associated with patent legal work and ~~diversity~~to ofobtain ~~management~~a business license for our contractual business partner, ~~either~~Vitam Dandum Global Pharma Labs Limited, located in ~~place~~Zambia, orAfrica. ~~scheduled~~This ~~for~~funding ~~recruitment;~~will support the distribution of our anticipated pharmaceutical products through this partnership.

~~(d)~~Presently, ~~Capital~~we ~~requirements~~cannot ~~and~~predict ~~anticipated~~the ~~availability~~exact offunding ~~required~~necessary ~~funds~~to meet our financial objectives and sustain our business strategy, but we estimate it to be ~~provided~~at byleast ~~the~~$500,000. ~~Registrant~~Current oravailable funding falls short of meeting our capital needs. We have relied on funding from ~~operations,~~our ~~through~~sole ~~the~~officer ~~sale~~and ofdirector ~~additional~~to ~~securities~~cover operational costs. It's important to note that our sole officer and director, ~~through~~Mr. ~~joint~~Crawford, ~~ventures~~is orunder ~~similar~~no ~~arrangements~~obligation orto ~~from~~provide ~~other~~funding ~~sources;~~to the Company.

Agreement(es) ~~The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;~~

~~(f)~~On ~~The~~November ~~extent~~22, to2016, our wholly owned subsidiary entered into a license agreement with our sole officer and director, Sylvester L. Crawford, in which we were granted an exclusive license to develop, manufacture, and commercialize Mr. Crawford’s patents and applications related to the ~~business~~development ~~opportunity~~of ~~can~~“OA-sys,” bea ~~advanced;~~product candidate for osteoarthritis that is currently in the early stage of development.

On February 1, 2023, our wholly owned subsidiary entered into an agreement with Vitan Dandum Global Pharma Labs Limited (g“VDGPL”), a company organized in the Republic of Zambia, Africa. VDGPL is controlled and majority owned by our sole officer and director, Sylvester Crawford, and minority owned by Silvester Mwanza., a citizen of Zambia. The ~~accessibility~~Agreement contemplates the international sale of ~~required~~certain ~~management~~goods including ~~expertise~~medications, ~~personnel~~medical and dental supplies, raw materials, ~~services,~~industrial ~~professional~~supplies ~~assistance~~and manufactured goods. VDGPL plans to apply for a license in Zambia to engage in retail sale of pharmaceutical and other ~~required~~toilet ~~items;~~articles. The Company agreed to pay VDGPL for licensing and office fees in Zambia until June 1, 2024. The total paid by the Company in 2023 was $32,000.

~~(h) Other relevant factors.~~Patents

InThe status ~~applying the foregoing criteria, no one~~ of ~~which~~Mr. ~~will~~Sylvester ~~be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data~~L. ~~Potentially~~Crawford’s ~~available~~patents ~~business~~filed ~~opportunities~~with ~~may~~the ~~occur~~United inStates ~~many~~Patent ~~different industries,~~ and atTrade ~~various~~Office ~~stages~~(“USPTO”) ofas ~~development, all~~ of ~~which will make~~ the ~~task~~filing ofdate ~~comparative investigation and analysis~~ of ~~such~~this ~~business~~Form ~~opportunities~~10-K, ~~extremely~~pursuant ~~difficult and complex. Due~~ to ~~the~~our ~~Registrant's~~licensing ~~limited capital available for investigation~~agreement, ~~the~~are ~~Registrant~~as ~~may not discover or adequately evaluate adverse facts about the opportunity to be acquired.~~follows:

US 11/296,575 Status-Expired-Lifetime

US 09/270,962 Status-Expired-Lifetime

CA 2502397 Status-Abandoned

US 09/510,704 Status-Expired-Fee Related

US 10/271,117 Status-Abandoned

US 10/896,612 Status-Expired-Fee Related

US 11/096,260 Status-Expired-Fee Related

Currently, OA-sys is in the preclinical stage of development and is not FDA approved at this time.

Patent Applications US 11/296,575 and US 09/270,962 no longer have any patent protection and cannot be revived. The result of which may be anyone can infringe, copy and utilize for commercial use or otherwise. Patent Nos. CA 2502397 and US 10/271,117 may be revived at the discretion of the USPTO. Patent Nos. US 09/510,704, US 10/896,612 and US 11/096,260 may be reinstated in to good standing with the USPTO at the discretion of the USPTO. However, there is no guarantee the USPTO will allow any of the abandoned and expired patents to be revived or reinstated. In addition, any other person or entity can now attempt to legally infringe on any of our patents. The result could force us into patent litigation to protect our licensing rights or otherwise into bankruptcy. Management plans to revive and reinstate if it can the abandoned/expired patents with the USPTO.

Future Plans

We plan to apply for retail pharmacy and wholesale pharmacy license in the state of California in 2024. In order to implement our plan of operations for the next twelve-month period, we believe that we require a minimum of $500,000. Our sole officer and director, Sylvester Crawford has informally agreed to provide paid in capital or loans to fund operations. There is no written agreement between Mr. Crawford and the Company relating to funding of our operations. We require at least $500,000 to further our business plan in 2024. However, we do not have the funding at this time to carry out any of these goals. We intend to file a Regulation CF or Regulation A offering statement in 2024 to pursue our funding objectives. It's important to note that the success of these offerings is not guaranteed, and there's a possibility that we may not raise any capital even if we conduct them. If we are unable to obtain the funding needed to fulfill our business objectives, we may need to scale back, or cease operations entirely. We may also need to explore other forms of financing depending on our capital needs.

Marketing and Sales

We currently have limited experience in marketing or selling pharmaceutical products. To market any of our products independently would require us to develop a sales force with technical expertise along with establishing commercial infrastructure and capabilities.

Employees

As of August 31, 2023, we have one scientific advisor, Ernest L. Bonner Jr., who is considered an employee of the Company.

Currently, our employee has the flexibility to work with no minimum set hours per week, but informally has agreed to devote more time if necessary. Our officers and directors may be considered employees of the Company but they are not compensated for their services at this time.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officer and director.

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~~Additionally, GPL Holdings, Inc. will continue to be an insignificant~~Government participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be a merger or acquisition candidate for GPL Holdings, Inc. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than GPL Holdings, Inc. and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, GPL Holdings, Inc. will also compete with numerous other small public companies in seeking merger or acquisition candidates.Regulations

~~Security holders who received securities from us when we became~~Clinical atrials, ~~shell company are considered underwriters in connection with any resale of those securities until one year from~~ the ~~date~~pharmaceutical ~~Form~~approval ~~10 information has publicly filed~~process, asand ~~specified~~the inmarketing ~~Rule 144(i). Shares~~ of ~~our~~pharmaceutical ~~common~~products, ~~stock which~~ are ~~not~~intensively ~~registered~~regulated ~~with~~in the ~~Securities~~U.S. and ~~Exchange~~in ~~Commission,~~all ~~but~~major ~~are~~foreign ~~currently~~countries. ~~held~~Regulation by ~~shareholders,~~government ~~cannot~~authorities bein ~~sold under~~ the ~~exemptions~~United ~~from~~States ~~registration~~and ~~provided~~foreign bycountries ~~Rule~~is ~~144~~a ~~under~~significant ~~or Section~~factor ~~4(1) of~~ in the ~~Securities~~development, ~~Act~~manufacture, ~~(“Rule~~distribution, ~~144”)~~marketing soand ~~long~~sale asof ~~the~~our ~~Company~~proposed isproducts ~~designated~~and ain ~~“shell~~our ~~company”~~ongoing research and ~~for~~product development 12activities. ~~months~~All ~~after~~of itour ~~ceases~~products towill berequire aregulatory ~~“shell~~approval ~~company,”~~by ~~provided~~government ~~the~~agencies ~~Company~~prior ~~otherwise~~to iscommercialization. inIn ~~compliance~~particular, ~~with the applicable rules~~human ~~and~~therapeutic ~~regulations.~~products ~~Compliance~~are ~~with~~subject ~~the~~to ~~criteria~~rigorous ~~for~~preclinical ~~securing~~studies ~~exemptions~~and ~~under~~clinical ~~federal~~trials ~~securities laws~~ and ~~the~~other ~~securities~~approval ~~laws~~procedures of the ~~various~~FDA and similar ~~states~~regulatory isauthorities ~~extremely~~in ~~complex,~~foreign ~~especially~~countries. inThe ~~respect~~process of ~~those~~obtaining ~~exemptions~~these ~~affording~~approvals ~~flexibility~~ and the ~~elimination~~subsequent ofcompliance ~~trading~~with ~~restrictions~~appropriate federal inand ~~respect~~state ofstatutes ~~securities~~and ~~received~~regulations inrequire ~~exempt~~the ~~transactions~~expenditure ~~and subsequently disposed~~ of ~~without~~substantial ~~registration~~time ~~under~~and ~~the~~financial ~~Securities Act or state securities laws~~resources.

If In the ~~Company~~United ~~engages~~States, invarious afederal ~~registration~~and ~~statement~~state ~~offering~~statutes ~~our~~and ~~securities for~~regulation ~~sale~~also asgovern ~~a blank check company~~ or ~~with~~influence atesting, ~~company~~manufacturing, ~~that would still be considered a shell company or blank check company~~safety, ~~our securities~~labeling, ~~will~~storage, ~~require~~and ~~registration~~record-keeping ~~subject~~of tohuman ~~Rule~~therapeutic ~~419.~~products ~~The Securities~~ and ~~Exchange~~their ~~Commission~~marketing. ~~has~~Recent ~~adopted~~federal alegislation ~~rule~~imposes ~~(Rule~~additional ~~419) which defines a blank~~obligations ~~check~~on ~~company~~pharmaceutical asmanufacturers ~~(i)~~regarding aproduct ~~development~~tracking ~~stage~~and ~~company,~~tracing. ~~that~~In ~~is (ii) offering penny stock~~addition, asfederal ~~defined by Rule 3a51-1,~~ and ~~(iii)~~state ~~that~~healthcare ~~has~~laws ~~no specific~~restrict business practices ~~plan or purpose or has indicated that its business plan is to engage~~ in athe ~~merger~~pharmaceutical ~~or acquisition with an unidentified company or companies~~industry. ~~Should~~These welaws ~~file~~include, awithout ~~registration~~limitation, ~~statement~~federal ~~offering~~and ofstate ~~our~~fraud ~~securities~~and ~~for~~abuse ~~sale~~laws, ~~before~~false ~~we complete a business combination~~claims ~~with an operating company~~laws, ~~the~~data ~~Company~~privacy ~~would be considered a blank check company within the meaning of Rule 419~~ and ~~any~~security ~~sales of the stock issued in the offering would require a registration under the Securities Act of 1933~~laws, as ~~amended,~~well ~~furthermore,~~as ~~the~~transparency ~~registered~~laws ~~securities and~~regarding ~~the~~payments ~~proceeds~~or ~~from~~other anitems ~~offering~~of ~~subject~~value provided to ~~Rule~~healthcare ~~419 require the following:~~providers.

● The federal Anti-Kickback Statute makes it illegal for any person or entity, including a prescription drug manufacturer (or a party acting on its behalf) ~~Deposit~~to knowingly and ~~investment~~willfully, directly or indirectly, solicit, receive, offer, or pay any remuneration that is intended to induce the referral of ~~proceeds~~business, including the purchase, order, lease of any good, facility, item or service for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. For these purposes, the term “remuneration” has been broadly interpreted to include anything of value.

~~All~~● Federal ~~offering~~false ~~proceeds~~claims and false statement laws, ~~after~~including ~~deduction of~~the ~~cash~~federal ~~paid~~civil ~~for~~False ~~underwriting~~Claims ~~commissions~~Act, ~~underwriting~~prohibits, ~~expenses~~among ~~and~~other ~~dealer allowances~~things, ~~and~~any ~~amounts~~person ~~permitted~~or toentity befrom ~~released~~knowingly topresenting, ~~the~~or ~~registrant shall~~causing to be ~~deposited~~presented, ~~promptly~~for ~~into~~payment ~~the~~to, ~~escrow~~ or ~~trust~~approval ~~account; provided~~by, ~~however~~federal programs, ~~that~~including noMedicare ~~deduction~~and ~~may~~Medicaid, beclaims ~~made~~ for ~~underwriting~~items ~~commissions~~or services, ~~underwriting~~ ~~expenses~~including ordrugs, ~~dealer~~that ~~allowances~~are ~~payable~~false toor anfraudulent ~~affiliate~~or ofnot ~~the~~provided ~~registrant~~as claimed.

b● The federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) ~~Deposit~~created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully stealing from a healthcare benefit program, willfully obstructing a criminal investigation of ~~securities~~a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Also, many states have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor, in addition to items and services reimbursed under Medicaid and other state programs. Additionally, to the extent that our products are sold in a foreign country, we may be subject to similar foreign laws.

~~All~~● HIPAA, ~~securities~~as ~~issued~~amended inby ~~connection with~~ the ~~offering,~~Health ~~whether~~Information orTechnology ~~not~~ for ~~cash~~Economic ~~consideration,~~and Clinical Health Act and ~~any~~their ~~other~~implementing ~~securities~~regulations, ~~issued~~requires certain ~~with~~types ~~respect~~of toindividuals ~~such~~and ~~securities,~~entities ~~including~~to ~~securities issued~~abide ~~with~~by ~~respect~~standards relating to ~~stock~~the ~~splits,~~privacy ~~stock~~and ~~dividends~~security of individually identifiable health information, orincluding ~~similar~~the ~~rights~~adoption of administrative, ~~shall~~physical beand ~~deposited~~technical ~~directly~~safeguards ~~into~~to ~~the~~protect ~~escrow~~such orinformation. ~~trust~~In ~~account~~addition, certain ~~promptly~~state ~~upon~~laws ~~issuance.~~govern ~~The~~the ~~identity~~privacy and security of ~~the~~health ~~purchaser~~information in certain circumstances, some of ~~the~~which ~~securities~~are ~~shall~~more bestringent ~~included~~than onHIPAA and ~~the~~many ~~stock~~of ~~certificates~~which ordiffer from each other ~~documents evidencing~~in ~~such~~significant ~~securities~~ways and may not have the same effect, thus complicating compliance efforts.

c● The federal Physician Payments Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services (“CMS”) ~~Release~~information related to payments or other transfers of value ~~deposited~~made to physicians and ~~funds~~teaching ~~securities~~hospitals, and applicable manufacturers and applicable group purchasing organizations to report annually to CMS ownership and investment interests held by the physicians and their immediate family members.

~~Post-effective~~● There ~~amendment~~are ~~for~~also ~~acquisition~~an ~~agreement.~~increasing ~~Upon~~number ~~execution~~ of ~~an agreement(s)~~state ~~for~~laws ~~the~~that ~~acquisition(s)~~require ofmanufacturers ato ~~business(es)~~make orreports ~~assets~~to ~~that~~states ~~will~~on ~~constitute~~pricing ~~the~~and ~~business~~marketing ~~(or~~information. Many aof ~~line~~these oflaws ~~business)~~contain ofambiguities ~~the~~as ~~registrant and~~to ~~for~~what ~~which~~is ~~the~~required ~~fair~~to ~~value~~comply ofwith the ~~business(es)~~laws. orIn ~~net~~addition, ~~assets~~beginning toin be2013, ~~acquired~~a ~~represents~~similar atfederal law ~~least~~requires 80manufacturers ~~percent~~to oftrack ~~the~~and ~~maximum~~report ~~offering~~to ~~proceeds, including~~the ~~proceeds~~federal ~~received~~government orcertain payments made to bephysicians ~~received~~and ~~upon~~teaching hospitals made in the ~~exercise~~previous orcalendar ~~conversion~~year. ofThese ~~any~~laws ~~securities~~may ~~offered~~affect our sales, ~~but~~marketing, ~~excluding~~and ~~amounts~~other ~~payable~~promotional activities by imposing administrative toand ~~non-affiliates~~compliance ~~for~~burdens ~~underwriting~~on ~~commissions,~~us. ~~underwriting~~In ~~expenses~~addition, given the lack of clarity with respect to these laws and ~~dealer~~their ~~allowances~~implementation, ~~the~~our ~~registrant~~reporting actions ~~shall~~could ~~file~~be asubject ~~post-effective amendment~~to ~~disclosing~~the penalty provisions of the ~~entire~~pertinent ~~transaction~~state, and soon federal, authorities.

~~Mr.~~Failure to ~~Crawford,~~comply ~~our~~with ~~sole~~these ~~officer~~laws, ~~and~~where ~~director~~applicable, ~~who~~can isresult ~~also~~in ~~our~~significant ~~controlling shareholder via GPL Holdings~~penalties, ~~LLC,~~including ~~has~~the noimposition ~~intentions~~ of ~~engaging~~significant incivil, ~~any~~criminal and ~~transactions~~administrative ~~with~~penalties, ~~respect~~damages, tomonetary ~~the~~fines, ~~Company's~~disgorgement, ~~Common~~individual ~~Stock~~imprisonment, ~~except in~~possible ~~connection~~exclusion ~~with~~from orparticipation ~~following~~in Medicare, aMedicaid ~~business~~and ~~combination~~other ~~resulting~~federal inhealthcare ~~the~~programs, ~~Company~~contractual nodamages, ~~longer~~reputational ~~being~~harm, ~~defined~~diminished asprofits aand ~~blank~~future ~~check~~earnings, and ~~issuer.~~curtailment ~~Any~~of ~~transactions in~~ our ~~Common~~operations, ~~Stock~~any byof ~~said~~which ~~shareholder~~could ~~will~~adversely ~~require~~affect ~~compliance~~our ~~with~~ability ~~the~~to ~~registration~~operate ~~requirements~~our ~~under~~business ~~the~~and ~~Securities~~our ~~Act~~results of ~~1933, as amended~~operations.

Furthermore, if we publicly offer any securities as a condition to the closing of any acquisition or business combination while we are a blank check or shell company, we will have to fully comply with SEC Rule 419 and deposit all funds in escrow pending advice about the proposed transaction to our stockholders fully disclosing all information required by Regulation 14 of the SEC and seeking the vote and agreement of investment of those stockholders to whom such securities were offered; if no response is received from these stockholders within 45 days thereafter or if any stockholder elects not to invest following our advice about the proposed transaction, all funds that must be held in escrow by us under Rule 419, as applicable, will be promptly returned to any such stockholder. All securities issued in any such offering will likewise be deposited in escrow, pending satisfaction of the foregoing conditions. In addition, if we enter into a transaction with a company that would still be considered a shell company or blank check company, the exemption from registration available from Rule 144, for the resales of our securities by our shareholders, would not be available to us.

In addition, the ability to register or qualify for sale any shares of stock for both initial sale and secondary trading would be limited because a number of states have enacted regulations pursuant to their securities or "blue-sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank check" issuers, such as the Company, within that state. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, may not register the shares for sale in their states. Because of such regulations and other restrictions, the Company's selling efforts, if any, and any secondary market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the shares have been registered thus limiting the issuers ability to complete this offering.

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~~Form of Acquisition~~Competition

The biotechnology ~~manner~~and inpharmaceutical ~~which~~industries ~~the~~are ~~Registrant~~subject ~~participates~~to inrapid anand ~~opportunity~~intense ~~will depend~~technological ~~upon~~change. ~~the~~We ~~nature~~face, ofand ~~the~~will ~~opportunity~~continue to face, competition in the ~~respective~~development ~~needs~~ and ~~desires~~marketing of ~~the~~our ~~Registrant~~product ~~and~~candidates ~~the~~from ~~promoters~~biotechnology ofand ~~the~~pharmaceutical ~~opportunity~~companies, ~~and~~research institutions, ~~the~~government ~~relative~~agencies ~~negotiating~~and ~~strength~~academic ofinstitutions. ~~the~~Competition ~~Registrant~~may ~~and~~also ~~such~~arise ~~promoters.~~from, among other things:

It● ~~is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or~~ other ~~securities~~drug ofdevelopment the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 10% or less of the total issued and outstanding shares of the surviving entity.technologies;

~~Our~~● ~~management~~methods ~~anticipates~~of ~~that~~preventing weor ~~will~~reducing ~~likely be able to affect only one business combination, due primarily to our limited financing and~~ the ~~dilution~~incidence of ~~interest for present and prospective stockholders~~disease, ~~which is~~including ~~likely~~vaccines; ~~to occur as a result of our managements plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.~~and

We● ~~anticipate~~new ~~difficulty~~small inmolecule ~~obtaining~~or ~~financing from~~ other ~~sources~~classes ~~since we~~of ~~have~~therapeutic ~~no income and zero cash reserves~~agents. We are presently reliant on capital contributions towards expenses from our sole officer and director, Sylvester Lee Crawford. Our sole officer and director has not guaranteed that he will continue to support our capital needs. Therefore, we may not have the ability to continue as a going concern.

In addition, depending upon the transaction, the Registrants current stockholders may be substantially diluted, potentially to less than 10% of the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition.

The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.

The Company anticipates that prior to consummating any acquisition or merger, the Company, if required by relevant state laws and regulations, will seek to have the transaction approved by stockholders in the appropriate manner. Certain types of transactions may be entered into solely by Board of Directors approval without stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. We estimate such cost to be approximately $15,000. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

We presently have no employees apart from our management, which consists of one person, our sole officer and director, Mr. Sylvester Lee Crawford. Our sole officer and director is engaged in outside business activities and anticipates that he will devote to our business approximately five (5) hours per week until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Furthermore, the analysis of new business opportunities will be undertaken by, or under the supervision of, Sylvester Lee Crawford, the sole officer and director of the Company, who is not a professional business analyst and in all likelihood will not be experienced in matters relating to the target business opportunity. The inexperience of Mr. Crawford and the fact that the analysis and evaluation of a potential business combination is to be taken under his supervision may adversely impact the Company’s ability to identify and consummate a successful business combination. There is no guarantee that Mr. Crawford will be able to identify a business combination target that is suitable for the Company. Sylvester Lee Crawford, the sole officer and director of the company, may hire third parties to conduct an analysis for a target company or any other business opportunities.

(1) The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.

(2) The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.

(3) The public may read and copy any materials the Company files with the SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

	(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
	(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;
	(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
	(d) the date on which such issuer is deemed to be a large accelerated filer, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company, we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates,

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Item 1A. Risk Factors.

The Company qualifies as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, is not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We currently neither rent nor own any properties. We ~~currently~~At ~~utilize~~this ~~the~~time ~~home~~our office space ~~and~~is ~~equipment~~provided ofto us rent free by our ~~management~~sole officer and director Mr. Sylvester L. Crawford. Our office space is located at no433 ~~cost~~Estudillo Ave., Suite 206 San Leandro, CA 94577.

Item 3. Legal Proceedings.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated or threatened.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Market Information

Our common stock iswas quoted on the over-the-counter market (the “OTC Markets”) in the Pink Open® Market (the “Pink Market”) under the ~~symbol~~ symbol “GPLL”. ~~There~~Due isto ~~currently~~our adelinquent ~~limited~~SEC ~~trading~~Reporting ~~market~~status, inwe have been demoted by the ~~Company’s~~OTC ~~shares~~Markets to the “Expert Market” tier of ~~Common~~the ~~Stock~~OTC Markets under the same symbol. Following the filing of this Annual Report and our Quarterly Report for the period ending October 31, 2023, we believe we will be current with our SEC Reporting obligations and that we will resume quotation in the Pink Market.

~~Over-the-counter market~~Quotations ~~quotations~~in ~~reflect~~Expert ~~inter-dealer~~Market ~~prices,~~securities ~~without~~are ~~retail~~restricted from ~~mark-up,~~public ~~mark-down or commission and may not necessarily represent actual transactions~~viewing.

Quarter Ended	High Bid	Low Bid
July 31, 2022	$0.05	$0.05

There is currently a limited trading market in the Company’s shares of common stock.

Set forth in the below table are the range of high and low bid closing bid prices for the periods indicated as reported by the OTC Markets Group Inc. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions. The below values are approximate.

Quarter Ended	High Bid	Low Bid
January 31, 2024	$0.0281	$0.01
October 31, 2023	$0.125	$0.026
July 31, 2023	$0.20	$0.0221
April 30, 2023	$0.25	$0.0006
January 31, 2023	$0.15	$0.0017
October 31, 2022	$0.0525	$0.05
July 31, 2022	$0.05	$0.05

¹We were a party to a corporate reorganization, legally effective as of May 23, 2022. Information regarding this reorganization is detailed herein on page 1. Prior to this reorganization, we have no information to report pursuant to the above table.

Holders

As of ~~November~~ 14March 18, ~~2022~~2024, we have ~~176~~226,~~285~~889,~~321~~221 shares of common stock, $0.001 par value, issued and outstanding and 0no shares of Preferred stock, $0.001 par value, issued and outstanding.

As of ~~November~~March 1418, ~~2022~~2024, we have approximately ~~126~~193 shareholders of record of our common stock. This is inclusive of Cede and Co., which is deemed to be one shareholder of record. For further clarification, Cede & Co. is currently defined by the “NASDAQ”, as “a Nominee name for The Depository Trust Company, a large clearing house that holds shares in its name for banks, brokers and institutions in order to expedite the sale and transfer of stock.”

Voting

Each share of common stock has voting rights of one vote per share.

Series Z Preferred Stock has no conversion rights to any other class, and every vote of Series Z Preferred Stock has voting rights equal to 1,000,000 votes of Common Stock. At this time, we have no holders holding any shares of Preferred Stock, including Series Z Preferred Stock.

Dividends and Share Repurchases

We have not paid any dividends to our stockholders. There are no restrictions, which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

We do not have any equity compensation plans, either approved or not approved, by our security holders.

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 6. Selected Financial Data.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company ~~intends~~is toa ~~serve~~biopharmaceutical ascompany dedicated to adeveloping ~~vehicle~~new therapies and to ~~affect~~providing anlow-cost ~~asset~~quality ~~acquisition~~healthcare products including prescription drugs, ~~merger~~non- prescription drugs, medical supplies, ~~exchange~~dental ofsupplies, ~~capital~~medical ~~stock~~equipment, orand ~~other~~dental equipment. Through ~~business~~the ~~combination with~~Company’s awholly ~~domestic~~owned orsubsidiary, Global ~~foreign~~Pharma ~~business~~Labs., AsInc., ofwe seek ~~the~~to ~~date~~complete clinical trials of our ~~this~~osteoarthritis ~~report,~~therapy ~~the~~and ~~Company~~will ~~had~~additionally ~~not~~seek ~~yet~~patents for ~~commenced~~several ~~any~~new medication ~~such~~therapies, ~~operations.~~including new medication therapy for the following diseases:

We ~~do not currently engage in any business activities that provide cash flow~~ 1. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. At this time we have no available cash reserves. Onychomycosis

At ~~this~~ 2. ~~time,~~Genital ~~we are also entirely reliant upon cash contributions made by our sole officer and director~~Herpes, Cold ~~Sylvester~~Sores ~~Lee Crawford~~, ~~to pay for any and all expenses.~~Shingles

~~During~~ ~~the~~ 3. ~~next~~Erectile ~~12 months we anticipate incurring costs related to:~~Dysfunction

~~(i)~~Present ~~filing of Exchange Act reports (legal, accounting and auditing fees) in the amount of approximately $5,000; and~~Plans

We intend to finalize and submit provisional patent applications to the U.S. Patent and Trademark Office (iiUSPTO) for the foregoing ~~costs~~maladies. ~~relating~~Our goal is to ~~consummating~~secure anfunding ~~acquisition~~to incover the ~~amount~~expenses ofassociated ~~approximately~~with ~~$10,000~~patent legal work and to ~~pay~~obtain a business license for our ~~legal~~contractual ~~fees~~business ~~and~~partner, ~~audit~~Vitam ~~fees~~Dandum Global Pharma Labs Limited, located in Zambia, Africa. This funding will support the distribution of our anticipated pharmaceutical products through this partnership.

WePresently, ~~believe~~ we ~~will~~cannot bepredict ~~able~~the exact funding necessary to meet ~~the~~our ~~costs~~financial ofobjectives ~~filing~~and ~~Exchange~~sustain ~~Act~~our ~~reports~~business ~~during~~strategy, ~~the~~but ~~next~~we 12estimate ~~months~~it to ~~through~~be ~~use~~at ofleast ~~funds~~$500,000. toCurrent beavailable ~~loaned~~funding ~~to or~~falls ~~invested~~short inof usmeeting byour Mrcapital needs. ~~Crawford,~~ We have relied on funding from our sole officer and director, orto ~~other~~cover ~~shareholders~~operational costs. ~~However,~~It's ~~there~~important isto nonote ~~guarantee~~ that ~~such~~our ~~additional funds~~sole ~~will~~officer beand ~~made~~director, ~~available~~Mr. toCrawford, usis orunder onno obligation ~~terms~~to ~~that~~provide ~~are~~funding ~~favorable~~ to usthe Company.

IfThe Company’s wefinancial ~~enter~~statements, ~~into~~included ~~a business combination with a target entity~~herein, we are ~~will~~not ~~require~~consolidated ~~the target company to pay the acquisition related fees and expenses~~ as ~~a condition precedent to such an agreement. To date, we have had no discussions with~~ our ~~sole~~wholly ~~officer~~owned ~~and~~subsidiary ~~director,~~was ~~Mr.~~not ~~Sylvester~~a ~~Lee~~subsidiary ~~Crawford, or other investors, regarding funding and no funding~~of ~~commitment for future expenses has been obtained. If in~~ the ~~future~~Company weuntil ~~need~~August ~~funds to pay expenses~~14, ~~we will consider these and other yet to be identified options for raising funds and/or paying expenses~~2023. Obviously, if Mr. Crawford, or other investors, do not loan to or invest sufficient funds in us, then we will not be able to meet our SEC reporting obligations and will not be able to attract a private company with which to combine.

We have negative working capital, a stockholder deficit, and have no source of revenues. These conditions raise substantial doubt about our ability to continue as a going concern. Going forward, we will be devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.Merger

~~The~~On ~~Company~~August ~~may~~7, ~~consider~~2023, aGPL ~~business which has recently commenced operations~~Holdings, ~~is in need of additional funds for expansion into new products or markets~~Inc., ~~is seeking to develop~~ a ~~new~~Nevada ~~product~~corporation or(“GPLL”) ~~service,~~entered orinto is an ~~established~~Agreement ~~business which may be experiencing financial or operating difficulties~~ and isPlan ~~in need~~ of ~~additional~~Merger ~~capital. Our management believes that~~ (the ~~public~~“Merger Agreement”) ~~company~~with ~~status~~Global ~~that~~Pharma ~~results~~Labs, ~~from~~Inc., a ~~combination with~~Delaware ~~the~~corporation ~~Company will provide such company greater access to the capital markets~~(“Labs”), ~~increase~~and ~~its~~GPL ~~visibility~~Merger ~~in the investment community~~Sub, ~~and~~ ~~offer the opportunity to utilize its stock to make acquisitions~~Inc. ~~However~~, ~~there is no assurance that the Company will have greater~~(“Merger ~~access~~Sub”) toa ~~capital~~Delaware ~~due~~corporation ~~to its public company status,~~ and ~~therefore~~ a ~~business~~wholly ~~combination~~owned ~~with~~subsidiary ~~an operating company in need~~ of ~~additional capital~~GPLL. ~~may~~Upon ~~expose~~ the ~~Company~~terms ~~to additional risks~~ and ~~challenges.~~subject Into the ~~alternative,~~satisfaction aof ~~business combination may involve~~ the ~~acquisition~~conditions ~~of,~~described orin ~~merger~~the ~~with~~Merger, aMerger ~~company~~Sub ~~which~~was ~~does~~merged ~~not~~with ~~need~~and ~~substantial~~into ~~additional capital~~Labs, ~~but~~with ~~which~~Labs ~~desires~~surviving tothe ~~establish~~merger as a ~~public~~wholly ~~trading~~owned ~~market for~~subsidiary ~~its~~of ~~shares,~~GPLL. The ~~while~~merger ~~avoiding,~~is ~~among~~intended ~~other~~to ~~things,~~qualify ~~the~~as ~~time~~a ~~delays,~~tax-free ~~and~~reorganization ~~significant~~for ~~expense, which~~U.S. ~~may~~federal ~~occur~~income ~~in a~~tax ~~public offering~~purposes.

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We have, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, we offer owners of target businesses the opportunity to acquire a controlling ownership interest in a reporting company without the time required to become a reporting company by other means. Nevertheless, upon affecting an acquisition or merger with us, there will be costs and time required by the target business to provide comprehensive business and financial disclosure, such as the terms of the transaction and a description of the business and management of the target business, among other things, and will include audited consolidated financial statements of the Company giving effect to the business combination, as part of a filing on Form 8-K.Cash

~~Our~~As ~~sole officer and director has not had any preliminary contact or discussions with any representative~~ of ~~any~~July ~~other~~31, ~~entity~~2023, ~~regarding~~and aJuly ~~business combination~~31, ~~with~~2022, ~~us.~~we ~~Any~~have ~~target~~cash ~~business that is selected may be a financially unstable company or an entity in its early stages~~ of ~~development or growth~~$10,014, ~~including~~and ~~entities~~$0, ~~without established records of sales or earnings~~respectively. InOur ~~that~~cash ~~event,~~balance weis ~~will~~not besufficient ~~subject~~ to ~~numerous~~fund ~~risks~~our ~~inherent in the~~ business ~~and~~ operations ~~of financially unstable and early stage or potential emerging growth companies~~. InOur ~~addition,~~Total weassets ~~may~~as ~~affect a business combination with an entity in an industry characterized by a high level~~ of ~~risk,~~July ~~and~~31, ~~although~~2023 ~~our~~comprised ~~management~~entirely ~~will~~of ~~endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks~~cash.

~~Our~~Presently, ~~management~~ we ~~anticipates~~cannot ~~that~~predict wethe ~~will~~exact ~~likely~~funding benecessary ~~able~~ to ~~affect~~meet ~~only~~our ~~one~~financial ~~business~~objectives ~~combination,~~and ~~due primarily to~~ sustain our ~~limited~~business ~~financing~~strategy, ~~and the~~but ~~dilution~~we ofestimate ~~interest~~it ~~for~~to ~~present~~be ~~and~~at ~~prospective~~least ~~stockholders~~$500,000. ~~which~~Current isavailable ~~likely~~funding falls toshort ~~occur as a result~~ of meeting our ~~managements~~capital ~~plan~~needs. toWe ~~offer a~~have ~~controlling~~relied ~~interest~~on tofunding afrom ~~target~~our ~~business~~sole inofficer and ~~order~~director to ~~achieve~~cover aoperational ~~tax-free reorganization~~costs. ~~This~~It's ~~lack~~important ofto ~~diversification~~note ~~should~~that beour ~~considered a~~sole ~~substantial~~officer ~~risk~~and director, inMr. ~~investing in us~~Crawford, ~~because~~is itunder ~~will~~no ~~not~~obligation ~~permit us~~ to ~~offset~~provide ~~potential~~funding ~~losses~~to ~~from~~the ~~one venture against gains from another~~Company.

~~Current~~Net economic and financial conditions are volatile and affect the selection of a business combination and increase the complex ability of the Company’s goals. Business and consumer concerns over the economy, geopolitical issues, the availability and cost of credit, the U.S. financial markets and the national debt have contributed to this volatility. These factors, combined with declining and failing businesses, reduced consumer confidence and increased unemployment, have caused a global slowdown. We cannot accurately predict how long these current economic conditions will persist; whether the economy will deteriorate further and how we will be affected.Loss

~~Because~~For ofthe ~~general~~year ~~economic~~ended ~~conditions~~July 31, ~~rapid~~2023 ~~technological~~we ~~advances~~had ~~being~~a ~~made~~net inloss ~~some industries, and shortages~~ of ~~available capital~~$62,743. ~~our~~For ~~management believes that there are~~ the ~~perceived~~year ~~benefits~~ended ofJuly ~~becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include~~31, ~~among other things~~2022, ~~facilitating~~we orhad ~~improving~~a ~~the~~net ~~terms~~loss onof ~~which additional equity financing may be obtained~~$44, ~~providing~~611. ~~liquidity~~For ~~for~~ the ~~principals of and investors in a business, creating a means for providing incentive stock options or similar~~year ~~benefits~~ended toJuly ~~key employees~~31, ~~and~~2023 ~~offering greater flexibility in structuring acquisitions, joint ventures~~ and ~~the~~2022 ~~like~~our ~~through~~net ~~the~~loss ~~issuance of~~was ~~stock.~~attributed ~~Potentially~~entirely ~~available~~to ~~business~~general ~~combinations may occur in many different industries~~ and atadministrative ~~various~~expenses ~~stages~~which ofmade ~~development,~~up all of ~~which will make the task~~ of ~~comparative~~our ~~investigation and analysis of such business opportunities extremely difficult and complex~~operating expenses.

We intend to search for a target business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, financial advisors and similar persons, accounting firms and attorneys notwithstanding us contacting any business directly. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. However, there is no assurance that we will locate a target company for a business combination.Liabilities

As of July 31, 2023, and July 31, 2022 we had total liabilities of $122,778, and $50,021, respectively.

Liquidity

We have no known demands or commitments and are not aware of any events or uncertainties as of July 31, ~~2022~~2023, and July 31, ~~2021~~2022, that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

Capital Resources.

We had no material commitments for capital expenditures as of July 31, ~~2022~~2023 and July 31, ~~2021~~2022.

Off Balance Sheet Arrangements.

We do not have any 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 investors.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We qualify as a smaller reporting company, as defined by Item 10 of Regulation S-K and, thus, are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data.

GPL Holdings, Inc.

~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

~~INDEX~~Index TOto ~~FINANCIAL STATEMENTS~~Financial Statements

		Pages

Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID 5041)		F2

Balance Sheets		F3

Statements of Operations		F4

Statements of Changes in Stockholders’ Deficit		F5

Statements of Cash Flows		F6

Notes to Financial Statements		F7-F9

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of GPL Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GPL Holdings, Inc. ~~(the "Company")~~ as of July 31, ~~2022~~2023 and ~~2021~~2022, the related ~~statement~~statements of operations, stockholders' equity (deficit), and cash flows for the ~~period~~years ~~July~~then 30ended, ~~2021 (Inception) through July 31, 2021~~ and ~~through July 31, 2022, and~~ the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for the ~~period~~years ~~July~~then 30ended, ~~2021 (Inception) through July 31, 2021 and through July 31, 2022,~~ in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/sS/ BF Borgers CPA PC (PCAOB ID 5041)

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2021

Lakewood, CO

~~November~~March 1418, ~~2022~~2024

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GPL Holdings, Inc.

Balance Sheet

		July 31, 2022		July 31, 2021
		July 31, 2023		July 31, 2022
TOTAL ASSETS	$	-	$	-
Cash		10,014		-
TOTAL ASSETS	$	10,014	$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Loan to the Company - related party	$	50122,~~021~~778	$	~~960~~50,021
Accrued Expenses		-		4,450
TOTAL LIABILITIES	$	122,778	$	50,021
TOTAL LIABILITIES	$	50,021	$	5,410
Stockholders’ Equity (Deficit)
Preferred stock ($.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2022; $.001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2021)		-		-
Preferred stock ($.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2023 and July 31, 2022)		-		-
Common stock ($.001 par value, 480,000,000 shares authorized, 176,285,321 shares issued and outstanding as of July 31, 2022; $.001 par value, 200,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2021)		176,285		-
Common stock ($.001 par value, 480,000,000 shares authorized, 176,285,321 issued and outstanding as of July 31, 2023 and July 31, 2022)		176,285		176,285
Additional paid-in capital		(176,285)		-(176,285)
Accumulated deficit		(50112,~~021~~764)		(550,~~410~~021)
Total Stockholders’ Equity (Deficit)		(50112,~~021~~764)		(550,~~410~~021)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	-10,014	$	-

The accompanying notes are an integral part of these audited financial statements.

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GPL Holdings, Inc.

Statement of Operations

		For the Year Ended July 31, 2022		For the period July 30, 2021 (Inception) to July 31, 2021
		For the Year Ended July 31, 2023		For the Year Ended July 31, 2022
Operating expenses
General and administrative expenses	$	4462,~~611~~743	$	544,~~410~~611
Total operating expenses		4462,~~611~~743		544,~~410~~611
Net loss	$	(4462,~~611~~743)	$	(544,~~410~~611)
Basic and Diluted net loss per common share	$	-(0.00)	$	-
Weighted average number of common shares outstanding - Basic and Diluted		-176,285,321		-

The accompanying notes are an integral part of these audited financial statements.

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GPL Holdings, Inc.

Statement of Changes in Stockholder (Deficit)

For the Period July 3031, 2021 ~~(Inception)~~ to July 31, ~~2022~~2023

	Common Shares		Par Value Common Shares		Additional Paid-in Capital		Accumulated Deficit		Total
Balances, July 30, 2021	-	$	-	$	-	$	-	$	-
Net loss	-		-		-		(5,410)		(5,410)
Balances, July 31, 2021	-	$	-	$	-	$	(5,410)	$	(5,410)
Common shares issued in reorganization	176,285,321		176,285		(176,285)		-		-
Net loss	-		-		-		(44,611)		(44,611)
Balances, July 31, 2022	176,285,321	$	176,285	$	(176,285)	$	(50,021)	$	(50,021)

(Audited)


	Common Shares		Par Value Common Shares		Additional Paid-in Capital		Accumulated Deficit		Total

Balances, July 31, 2021	-	$	-	$	-	$	(5,410)	$	(5,410)
Common shares issued in reorganization	176,285,321		176,285		(176,285)		-		-
Net loss	-		-		-		(44,611)		(44,611)
Balances, July 31, 2022	176,285,321	$	176,285	$	(176,285)	$	(50,021)	$	(50,021)
Net loss	-		-		-		(62,743)		(62,743)
Balances, July 31, 2023	176,285,321	$	176,285	$	(176,285)	$	(112,764)	$	(112,764)

The accompanying notes are an integral part of these audited financial statements.

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GPL Holdings, Inc.

Statement of Cash Flows

		For the Year Ended July 31, 2022		For the Period July 30, 2021 (Inception) to July 31, 2021
		For the Year Ended July 31, 2023		For the Year Ended July 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4462,~~611~~743)	$	(544,~~410~~611)
Changes in current assets and liabilities:
Accrued expenses		~~(4,450)~~-		(4,450)
Net cash used in operating activities		(4962,~~061~~743)		(~~960~~49,061)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan to the company - related party	$	4972,~~061~~757	$	~~960~~45,034
Net cash provided by financing activities		4972,~~061~~757		~~960~~45,034
Net change in cash	$	-10,014	$	-
Beginning cash balance		-		-
Ending cash balance	$	-10,014	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

The accompanying notes are an integral part of these audited financial statements.

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GPL Holdings, Inc.

Notes to the Audited Financial Statements

Note 1 - Organization and Description of Business

GPL Holdings, Inc. (we, us, our, or the "Company") was incorporated by Sylvester Lee Crawford on July 30, 2021 in the State of Nevada.

On July 30, 2021, Sylvester Lee Crawford was appointed Chief Executive Officer, Chief Financial Officer, and Director of GPL Holdings, Inc.

On May 12, 2022, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State. Amongst other changes, the authorized shares were amended.

Each share of Predecessor’s common stock issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor common stock. The controlling shareholder of Successor iswas GPL Holdings, LLC, a Wyoming limited liability company. Sylvester L. Crawford, our sole director, is the sole member of GPL Holdings, LLC and is therefore deemed to be the indirect and beneficial holder of a total of 150,000,000 shares of Common Stock of the Company representing approximately 85.09% voting control of the Company. Mr. Crawford is the same officer~~/director~~ ~~of the Predecessor~~ and ~~Merger Sub. Yantis Family Trust owns approximately 5.67 % voting control. There are no other shareholders not already disclosed or any officer/~~director ~~holding at least 5% of the outstanding voting shares of the Company. Currently~~, ~~there~~owns ~~are 176,285,321 shares of Common Stock issued~~ and ~~outstanding~~controls ofGPL ~~the~~Holdings, ~~issuer~~LLC.

The Company ~~intends~~believes tothat ~~serve~~the asReorganization, deemed effective on May 23, 2022, was not a ~~vehicle~~transaction of the type described in subparagraph (a) of Rule 145 under the Securities Act of 1933 and the consummation of the Reorganization will not be deemed to ~~affect~~involve an ~~asset~~“offer”, ~~acquisition~~“offer to sell”, “offer ~~merger,~~for ~~exchange~~sale” or “sale” within the meaning of ~~capital~~Section ~~stock~~2(3) of the Securities Act of 1933. The Reorganization was consummated without the vote or ~~other~~consent ~~business~~of ~~combination~~the ~~with~~Company’s stockholders. In addition, the provisions of NRS 92A.180 did not provide a ~~domestic~~stockholder of the Company with appraisal rights in connection with the Reorganization. The Company believes that in the absence of any right of any of the Company’s stockholders to vote with respect to the Reorganization or ~~foreign~~to ~~business~~insist that their shares be purchased for fair value, the Reorganization could not be deemed to involve an “offer” “offer to sell”; or “sale” within the meaning of Section 2(3) of the Securities Act of 1933.”

AsOn ofMay ~~July 31~~23, 2022, after the ~~Company~~completion of the Holding ~~had~~Company ~~not~~Reorganization, ~~yet~~we ~~commenced~~cancelled ~~any~~all ~~operations~~of the stock we held in BMRK resulting in BMRK as a stand-alone company.

Given that the former business plan and objectives of BMRK and the present day business plan and objectives of GPL Holdings, Inc. substantially differ from one another, we conducted the corporate separation with BMRK immediately after the effective time of the Reorganization in order to avoid any shareholder confusion. The former business plan of BMRK under the leadership of its former directors, did not, in any way, represent the business plan of GPL Holdings, Inc. The result of corporate separation ameliorated shareholder confusion about our identity and/or corporate objectives. Furthermore, we wanted to continue trading in the OTC MarketPlace.

The corporate actions taken by the Company, including, but not limited to, the corporate structuring of the transactions, was deemed, in the discretion of our sole officer and director, to be for the benefit of the corporation and its shareholders. Former shareholders of BMRK are now the shareholders of GPL Holdings, Inc. Each and every shareholder of BMRK became a shareholder of GPL Holdings, Inc. with each share of capital stock of BMRK held by former BMRK shareholders becoming an equivalent amount of capital stock held in GPL Holdings, Inc. The former shareholders of BMRK now have the opportunity to benefit under our business plan and we have the opportunity to grow organically from our shareholder base and new leadership under our sole officer and director.

On May 26, 2022, GPL Holdings, Inc. was issued a CUSIP number by CUSIP Global Services of 3621MX103.

After completion of the Holding Company Reorganization and separation of BMRK as a wholly owned subsidiary, the Company reverted back to a blank check company.

Merger

On August 7, 2023, GPL Holdings, Inc., a Nevada corporation (“GPLL”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Pharma Labs, Inc., a Delaware corporation (“Labs”), and GPL Merger Sub, Inc., (“Merger Sub”) a Delaware corporation and a wholly owned subsidiary of GPLL. Upon the terms and subject to the satisfaction of the conditions described in the Merger, Merger Sub was merged with and into Labs, with Labs surviving the merger as a wholly owned subsidiary of GPLL. The merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

The Company has elected July 31th as its year end.

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Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents as of July 31, ~~2022~~2023 and July 31, ~~2021~~2022 were $010,014 ~~for~~and ~~both~~$0, ~~periods~~respectively.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not ~~realize~~ realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, ~~2022~~2023.

Basic Earnings (Loss) Per Share

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The Company does not have any potentially dilutive instruments as of July 31, ~~2022~~2023, and, thus, anti-dilution issues are not applicable.

Fair Value of Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, ~~2022~~2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.

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Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Share-Based Compensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no stock-based compensation plans as of July 31, ~~2022~~2023.

The Company’s stock-based compensation for the periods ended July 31, ~~2022~~2023 and July 31, ~~2021~~2022 was $0 for both periods.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively (collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply.

We have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s) mentioned above.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Note 3 - Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios.

The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Note 4 - Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets ~~arising~~ arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax ~~benefits~~ benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of July 31, ~~2022~~2023, the Company has incurred a net loss of approximately $50112,~~021~~764 which resulted in a net operating loss for income tax purposes. The loss results in a deferred tax asset of approximately $1023,~~504~~680 at the effective statutory rate of 21%. The deferred tax asset has been offset by an equal valuation allowance. Given our inception on July 30, 2021, and our fiscal year end of July 31, ~~2022~~ 2023, we have completed only ~~two~~three taxable fiscal years.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company has incurred a net operating loss carryforward of $50,021 which begins expiring in 2036. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.

Significant components of the Company’s deferred tax assets are as follows:

	July 31,
	2022		2021
	2023		2022
Deferred tax asset, generated from net operating loss	$	1023,~~504~~680	$	110,~~136~~504
Valuation allowance		(1023,~~504~~680)		(110,~~136~~504)
	$	—	$	—

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate 21.0%	21.0	%
Increase in valuation allowance (21.0%)	(21.0	%)
Effective income tax rate 0.0%	0.0	%

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. This legislation reduced the federal corporate tax rate from the previous 35% to 21%.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

Note 5 - Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of July 31, ~~2022~~2023.

Note 6 - Shareholder Equity

Preferred Stock

AsThe ~~of July 31, 2022, the~~ authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.001. There were no shares of preferred stock issued and outstanding as of July 31, ~~2022~~2023 and July 31, ~~2021~~2022.

Common Stock

AsThe ~~of July 31, 2022, the~~ authorized common stock of the Company consists of 480,000,000 shares with a par value of $0.001. There were 176,285,321 shares of ~~common~~ ~~stock and no shares of~~ common stock issued and outstanding as of July 31, ~~2022~~2023 and July 31, ~~2021, respectively~~2022.

Note 7 - Related-Party Transactions

Loan to the Company

During the year ended July 31, 2022, our sole director, Sylvester Lee Crawford, paid expenses on behalf of the Company totaling $49,061. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured, and payable on demand.

During the period ended July 31, 2021, our sole director, Sylvester Lee Crawford, paid expenses on behalf of the Company totaling $960. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured, and payable on demand.

Office Space

WeFrom ~~utilize~~time ~~the~~to ~~home~~time we utilize office space and equipment of our management at no cost.

Note 8 - Subsequent Events

Subsequent to July 31, 2022, our sole director, Sylvester Lee Crawford, paid expenses, primarily for professional fees, on behalf of the Company totaling $4,800. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured, and payable on demand.Merger

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, which at this time consists solely of our officer and director, Sylvester Lee Crawford.

As of July 31, ~~2022~~2023, the end of the year covered by this Report, we carried out an evaluation, under the supervision of Mr. Crawford, our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. Mr. Crawford concluded that the disclosure controls and procedures were not effective as of the end of the year covered by this Report due to material weaknesses identified below.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting using the criteria in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was ineffective as of July 31, ~~2022~~2023 based on such criteria. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affect our internal controls and that may be considered material weaknesses. A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of the determination that there was a lack of resources to provide segregation of duties consistent with control objectives, the lack of a formal audit committee, and the lack of a formal review process that includes multiple levels of review over financial disclosure and reporting processes, management has determined that material weaknesses existed as of July 31, ~~2022~~2023.

The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of our staff. To address these material weaknesses, and subject to the receipt of additional financing or cash flows, we intend to undertake remediation measures to address the material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Auditor’s Report on Internal Control Over Financial Reporting

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during the fourth quarter ended July 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal. Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.

Our current executive officers and directors and additional information concerning them are as follows:

Name		Age		Position(s)
Sylvester Lee Crawford		8386		Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary, and Director

Sylvester Lee Crawford - Chief Executive Officer, Chief operations Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary and Director.

Mr. Crawford graduated from Los Medanos Jr. College in 1972 with an Associate of Arts Degree. In 1983 he received his CCIM Designation (Certified Commercial Investment Member) for commercial real estate. In 1983 he founded and became President of Capital Investment Development Corporation, a company which developed and managed residential care facilities, until the Company’s dissolution in 1990. In 1997 Mr. Crawford founded, and became President of, Freshstart Mortgage, Inc., a company which originated loans for multiunit apartment dwellings, until 2007. In 2014 Mr. Crawford founded, and became President of, Medical Services, Inc., a company which provides office space, equipment and staff for Medical Doctors. Mr. Crawford continues to hold his position at Medical Services, Inc. to this day. From August 2016 to present, Mr. Crawford has held the positions of CEO and director of Global Pharma Labs, Inc.

Mr. Crawford is also a director and majority shareholder of Vitan Dandum Global Pharma Labs Limited, (“VDGPL”) , a Zambia corporation. His duties are advisory whereas Mr. Crawford consults Silvester Mwanza, also a director of VDGPL in connection with a licensing application by VDGPL for retail sale of pharmaceutical and medical goods, cosmetic and toilet articles in specialized stores.

Mr. Crawford devotes approximately 50% of his time to the operations of Global Pharma Labs, Inc., with his current duties at Medical Services, Inc. Mr. Crawford’s experience leading Companies within the healthcare industry has led the board of directors to appoint him to the positions of President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.

Officers and Directors of our wholly owned subsidiary, Global Pharma Labs, Inc., are as follows:

Name	Age	Position(s)

Sylvester Lee Crawford	86	Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, Secretary, Treasurer, Director
Kuo Liang Yang	77	Chief Medical Officer, Director

*Biographical information for Mr. Sylvester Lee Crawford can be found above.

Kuo Liang Yang - Chief Medical Officer, Director

Mr. Yang graduated from Fu Jen Catholic University with a Bachelor of Science in Biology in 1970, and he graduated from the University of Utah School of Pharmacy in 1976. From 1987 to 2010, Mr. Yang owned and operated Fruitvale Medical Center Pharmacy. Mr. Yang worked part-time as a staff pharmacist at Kaiser Hospital from 2006 until September 2016.

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Committees of the Board

We currently do not have nominating, compensation, or audit committees, or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee charter. Our sole director believes that it is not necessary to have such committees given our current size and the limited scope of our business. Currently, our sole director is performing the functions of such committees.

In lieu of an Audit Committee, our board of director(s) is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results, and effectiveness of the annual audit of our financial statements and other services provided by our independent registered public accounting firm. Our board of director(s), our Chief Executive Officer, and our Chief Financial Officer, all of whom are Sylvester Lee Crawford, review our internal accounting controls, practices, and policies.

Audit Committee Financial Expert

Our board of director(s), comprised solely of Mr. Sylvester Lee Crawford, has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K . We believe that given our current size and the limited scope of our business, retaining an independent director who would qualify as an audit committee financial expert would be overly costly and burdensome. We will consider establishing an Audit Committee, and identifying an individual to serve as an independent director and as the audit committee financial expert when so required.

Involvement in Certain Legal Proceedings

None of our executive officers and directors, of which we have one, have been involved in or a party to any of the following events or actions during the past ten years:

1.	Any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, a partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer either at or within two years prior to the time of such filing;
2.	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
4.	Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
5.	Being found by a court of competent jurisdiction (in a civil action) or the SEC to have violated a Federal or State securities law, and the judgment has not been subsequently reversed, suspended, or vacated;
6.	Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;
7.	Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of :(i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not adopted a formal Code of Ethics. We have no employees and only one officer and director, Mr. Sylvester Lee Crawford. In the event we commence operations, or the number of employees, number of officers, and/or number of directors increases in the future, we may take actions to adopt a formal Code of Ethics.

Nomination of Directors

As of ~~November~~March 1418, ~~2022~~2024, we had not effected any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. We do not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. Our board of directors, comprised solely of Mr. Crawford, believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to the Company with the address appearing on the first page of this Report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

~~Based~~Specific ~~solely~~due ondates afor ~~review of the copies of~~ such ~~forms that~~reports ~~were~~have ~~received~~been established by the ~~Company~~SEC, and the Company is ~~not~~required ~~aware~~to ofdisclose in this Report any ~~failures~~failure to file reports orby ~~report~~such ~~transactions~~dates induring afiscal ~~timely~~year ~~manner~~2023. ~~during~~During the fiscal year ended July 31, ~~2022.~~2023, we believe that all reports required to be filed by such persons pursuant to Section 16(a) were filed on a timely basis, with the exception of our officers, directors and greater than 10 percent (10%) beneficial owners listed in the table below:

NAME	NUMBER OF LATE REPORTS	DESCRIPTION OF DELINQUENT SECTION 16(a) REPORTS NOT YET FILED

GPL Holdings, LLC and Sylvester Lee Crawford	2	Form 3, Form 4
LMCR Irrevocable Trust	1	Form 3
Ernest L. Bonner Jr.	1	Form 3
BGT Irrevocable Trust	1	Form 3
DBT Irrevocable Trust	1	Form 3

Family Relationships

We have only one officer and director, Mr. Sylvester Lee Crawford. As such, this is not applicable.

Arrangements

There are no arrangements or understandings between an executive officer or director and any other person pursuant to which he was selected as an executive officer or director. As mentioned throughout we have only one officer and director, Mr. Crawford.

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Item 11. Executive Compensation.

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers, which is defined as follows: (i) all individuals serving as our principal executive officer during the year ended July 31, ~~2021~~2023 and or July 31, 2022; (ii) each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended July 31, ~~2021~~2023 and or July 31, 2022; and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer as of the end of the year ended July 31, ~~2021~~2023 and or July 31, 2022.

Name and principal position	Fiscal Year Ended July 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Sylvester Lee Crawford, CEO, CFO, and Director	~~2021~~2023	0	0	0	0	0	0	0	0
	2022	0	0	0	0	0	0	0	0

Outstanding Equity Awards at Fiscal Year-End

We had no outstanding equity awards at the year ended July 31, 2023 and July 31, 2022.

Potential Payments Upon Termination or Change-of-Control

None of our named executive officers are entitled to any payments upon termination or change-of-control. Currently, we have only one officer and director, Mr. Sylvester Lee Crawford.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our director(s) or executive officer(s).

Employment Agreements

We have no employment agreement(s) with our sole officer and director.

Compensation of Directors

We did not pay our sole officer and director, Sylvester Lee Crawford, any compensation during the fiscal year ended July 31, 2023 and 2022, whether in his capacity as a named executive officer or as a director.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of ~~November 14~~March 18, ~~2022~~2024, the number of shares of common stock owned of record and beneficially by (i) each of our current director(s), (ii) each of our named executive officer(s), (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to the number of shares indicated as beneficial owned by them.

Name and Address	Amount and Nature of Beneficial Ownership (Common Stock) (1)	Approximate Percentage of Class (1)
Officers and Directors
Sylvester Lee Crawford (2) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	~~150~~110,~~000~~466,~~000~~666 (3)	8548.0969%
5% or Greater Shareholders
GPL Holdings, LLC (4) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	150,000,000 (3)	85.09%
LCMR Irrevocable Trust (4) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	67,000,000	29.53%
Yantis Family Trust 1095 Evergreen Circle, Suite 200, The Woodlands TX 77380 (5)	10,000,000 (5)	5.67%
GPL Holdings, LLC (5) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	43,466,666	19.16%
BGT Irrevocable Trust (6) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	31,000,000	13.67%
DBT Irrevocable Trust (7) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	25,500,000	11.24%
Kuo Lian Yang (8) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577	17,000,000	7.49%
_________________________________________

(1) Applicable percentage of ownership is based on ~~176~~226,~~285~~889,~~321~~221 shares of common stock outstanding as of ~~November~~March 1418, ~~2022~~2024. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable within 60 days of ~~November~~March 1418, ~~2022~~2024 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any person.

(2) Sylvester Lee Crawford serves as Chief Executive Officer, Chief Financial Officer, and Director of the Company.

(3) Consists of ~~150~~a total of 116,~~000~~666,~~000~~666 shares of our common stock held collectively by LCMR Irrevocable Trust and GPL Holdings, LLC, anboth ~~entity~~of which are entities over which Mr. Crawford has ~~complete~~ dispositive and voting authority.

(4) ~~Sylvester~~LCMR ~~Lee~~Irrevocable ~~Crawford~~Trust ishas the ~~sole~~following ~~member~~beneficiaries: Sylvester ofLee ~~GPL~~Crawford ~~Holdings, LLC~~and Maria Ramos.

(5) ~~The~~Sylvester ~~Issuer~~Lee ~~believes the control~~Crawford ~~persons~~is of the ~~Yantis~~sole ~~Family~~member ~~Trust~~of GPL ~~are~~Holdings, ~~Matthew R~~LLC. Mr. Crawford ~~Yantis,~~has ~~Blake~~complete ~~Yantis,~~dispositive ~~John~~and ~~Yantis,~~voting ~~Michael~~authority ~~Yantis~~of ~~and~~GPL ~~Tom Yantis~~Holdings, LLC.

(6) BGT Irrevocable Trust has the following beneficiaries: Rosalind Tate, Brandy Tate, Valerie Arroyo, Ernest L Bonner III, Kacey Bonner, Jenaye Bonner, Garrett Bonner, Austen Bonner, Issue of Joseph Gaffney, and Eric Miles.

(7) DBT Irrevocable Trust has the following beneficiaries: Rosalind Tate, Helena Tillar, Ernest Bonner III, and Jenaye Bonner.

(8) Mr. Kuo Lian Yang is Chief Medical Officer and Director of our wholly owned subsidiary, Global Pharma Labs, Inc., a Delaware corporation.

Changes in Control

We do not know of any arrangements that may, at a subsequent date, result in a change in control.

Related Party Transactions

Other than the transactions described below, since July 30, 2021, the date of our incorporation, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

In which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end; and

In which any director, executive officer, stockholders who beneficially own more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

~~Office~~Loan ~~Space~~to ~~and~~the ~~Equipment~~Company

We utilize the home office space and equipment of our management at no cost.

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Additional information

~~Subsequent~~Office to July 31, 2022, our sole director, Sylvester Lee Crawford, paid expenses, primarily for professional fees, on behalf of the Company totaling $4,800. These payments are considered as a loan to the Company which is noninterest-bearing, unsecured, and payable on demand.Space

From time to time we utilize office space and equipment of our management at no cost.

Merger

The following transaction occurred under common control:

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Director Independence

We are not listed on any exchange that requires directors to be independent. We have not:

Established our own definition for determining whether our directors or nominees for directors are “independent,” nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent” under any applicable definition given that they are officers of the Company; nor

Established any committees of our board of directors.

Item 14. Principal Accounting Fees and Services.

Below is the approximate aggregate amount of fees billed for professional services rendered by our principal accountants with respect to the year ended July 31, ~~2022~~2023, and July 31, ~~2021~~2022, respectively.

			2022		2021
			2023		2022
Audit and review fees	BF Borgers CPA PC	$	8,350	$	313,~~850~~150
Audit-related fees			~~4,800~~-		~~1,200~~-
Tax fees			-		-
All other fees			-		-
Total		$	138,~~150~~350	$	513,~~050~~150

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. These values are approximations. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees. These are also approximations.

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

Pre-Approval Policies and Procedures

Currently, we do not have a separately designed Audit Committee. Instead, our entire board of directors performs those functions. Accordingly, our board of directors was response for pre-approving all services provided by our independent registered public accounting firm. The above fees were reviewed and approved by our board of directors before the services were rendered.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Our financial statements are listed in the index under Item 8 of this document; and

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
3.1		Certificate of Incorporation (1)

3.1 (i)		Amended and Restated Articles of Incorporation (2)

3.2		By-laws (1)

31		Certification of the Company’s Principal Executive and Prinipal Financial Officer pursuant to the Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)

32		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10-12G/A, as filed with the SEC on December 6, 2021, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on May 31, 2022, and incorporated by this reference.
(3)	Filed herewith.

Item 16. Form 10-K Summary.

None.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GPL Holdings, Inc.

By: /s/ Sylvester Crawford

Name: Sylvester Crawford

Chief Executive Officer and Chief Financial Officer

Dated: ~~November~~March 1418, ~~2022~~2024

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Sylvester Crawford

Name: Sylvester Crawford

Chief Executive Officer and Chief Financial Officer

Dated: ~~November~~March 1418, ~~2022~~2024

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Filing Compare · GPL Holdings, Inc.