UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~ 14May 3, ~~2023~~ 2024

GPL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56350

00-0000000

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

433 Estudillo Avenue, Suite 206

San Leandro, CA 94577

(Address of Principal Executive Offices)

Issuer's telephone number: (925)-876-8832

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Common GPLL OTC Pink Market Tier~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐

~~-1-~~Item 4.01 Changes in Registrant’s Certifying Accountant

~~FORWARD~~(a) ~~LOOKING~~Dismissal ~~STATEMENTS~~of Independent Registered Public Accounting Firm

~~References~~On toMay ~~“We~~3,” ~~“Our~~2024,” ~~and “~~the ~~Company,”~~Board ~~refer~~of toDirectors of GPL Holdings, Inc., a(or ~~Nevada~~the ~~Corporation~~“Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm.

~~This~~The ~~Form 8-K and other~~ reports ~~filed~~of byBF ~~Registrant~~Borgers ~~from~~on ~~time to time with~~ the ~~Securities~~Company’s ~~and~~financial ~~Exchange~~statements ~~Commission~~for ~~(collectively~~ the ~~"Filings") contain~~fiscal oryears ~~may~~ended ~~contain~~July ~~forward~~31, ~~looking~~2023 ~~statements~~ and ~~information~~July ~~that are based upon beliefs of~~31, ~~and~~2022 ~~information~~did ~~currently~~not ~~available~~contain ~~to,~~an ~~Registrant's~~adverse ~~management~~opinion ~~as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"~~ or ~~the~~a ~~negative~~disclaimer of ~~these~~opinion ~~terms~~ and ~~similar~~were ~~expressions~~not asqualified ~~they relate to Registrant~~ or ~~Registrant's~~modified ~~management~~as ~~identify~~to ~~forward~~uncertainty, ~~looking~~audit ~~statements.~~scope ~~Such~~or ~~statements~~accounting ~~reflect the current view of Registrant with respect to~~principles ~~future~~other ~~events~~than ~~and~~an ~~are~~explanatory ~~subject~~paragraph ~~to risks, uncertainties, assumptions and other factors~~ relating to ~~Registrant's~~the ~~industry, Registrant'~~Company’s ~~operations and~~ability ~~results~~to ofcontinue ~~operations~~as ~~and~~a ~~any~~going ~~businesses that may be acquired by Registrant~~concern. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

~~Although~~During ~~Registrant~~the ~~believes~~fiscal ~~that~~years ~~the~~ended ~~expectations~~July ~~reflected~~31, in2023 and July 31, 2022, and through the ~~forward~~date ~~looking~~of ~~statements~~termination, ~~are~~May ~~reasonable~~3, ~~Registrant~~2024, ~~cannot~~there ~~guarantee~~were ~~future~~no “disagreements” ~~results,~~with ~~levels~~BF Borgers on any matter of ~~activity,~~accounting ~~performance~~principles or ~~achievements.~~practices, ~~Except~~financial asstatement ~~required~~disclosure byor ~~applicable~~auditing ~~law~~scope or procedure, ~~including~~which disagreements ~~the~~if ~~securities~~not ~~laws~~resolved ofto the ~~United~~satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports ~~States~~on the financial statement for such years. During the fiscal years ended July 31, ~~Registrant~~2023 ~~does~~and ~~not~~July ~~intend~~31, to2022, ~~update~~and ~~any~~through May 3, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of ~~the~~Registration ~~forward~~S-~~looking~~K), ~~statements~~except tofor the ~~conform~~identified ~~these~~material ~~statements~~weaknesses toin ~~actual~~its ~~results~~internal control over financial reporting as disclosed in the Company’s Annual Report.

The Company provided BF Borgers with a copy of the disclosure made herein in response to Item 1304(a) of Regulation S-K.01 ~~Entry~~In ~~into~~the event BF Borgers does not furnish the Company with a ~~Material~~copy ~~Definitive~~of ~~Agreement~~its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not BF Borgers agrees with the statements made by the Company in this report, no further action is required due to the fact that BF Borgers is not currently permitted to appear or practice before the Commission as noted in Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 3, 2024.

~~Merger~~The ~~Agreement~~Company is currently seeking a new independent registered public accounting firm. Once a firm is appointed, the Company will file a subsequent Form 8-K to announce the appointment.

OnItem ~~August 7, 2023, GPL Holdings, Inc~~9.,01 ~~a Nevada~~Financial ~~corporation~~Statements ~~(“GPLL”) entered into an Agreement~~ and ~~Plan of Merger (the “Merger Agreement”) with Global Pharma Labs, Inc~~Exhibits., 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 effective time of the Merger was August 14, 2023, (“Effective Time”)~~None. 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.-2-

~~GPL Holdings, Inc.~~SIGNATURES

~~Dated: August~~Pursuant to 18the requirements of the Securities Exchange Act of 1934, ~~2023~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~By:~~GPL Holdings, ~~/s/ Sylvester L~~Inc. ~~Crawford~~

~~Sylvester~~Dated: May L.10, ~~Crawford~~2024

~~President~~By: /s/ ~~and~~Sylvester ~~Director~~L. Crawford

~~-2-~~ Sylvester L. Crawford

President and Director

Filing Compare · GPL Holdings, Inc.