GPL Holdings, Inc 10-K for FY2023
GPL Holdings, Inc. (GPLL)
About this 10-K
GPL Holdings, Inc filed this 10-K on March 18, 2024, covering the fiscal year ended July 31, 2023 (FY2023).
Headline figures
Fiscal year ended July 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $62.74K
- compared with a net loss of $44.61K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
FOR
THE FISCAL YEAR ENDED
OR
| [ ] 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:
(Exact name of registrant as specified in its charter)
|
(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 | 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]
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]
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.
[ ] Yes [X]
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).
[ ] Yes [X]
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 ☐ | |||
| 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).
[ ] Yes [X]
As of January 31, 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 $
Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date:
shares of common stock, $0.001 par value, issued and outstanding as of March 18, 2024
0 shares of preferred stock, $0.001 par value, issued and outstanding as of March 18, 2024.
TABLE OF CONTENTS
GPL Holdings, Inc.
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, 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.
PART I
Item 1. Business.
(a) Corporate 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 was GPL Holdings, LLC, a Wyoming limited liability company. Sylvester L. Crawford, our sole officer and director, owns and controls GPL Holdings, LLC.
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, 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.
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.
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 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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(b) Business Summary
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. Through the Company’s wholly owned subsidiary, Global Pharma Labs., Inc., we seek to complete clinical trials of our osteoarthritis therapy and will additionally seek patents for several new medication therapies, including new medication therapy for the following diseases:
1. Onychomycosis
2. Genital Herpes, Cold Sores , Shingles
3. Erectile Dysfunction
Present Plans
We intend to finalize and submit provisional patent applications to the U.S. Patent and Trademark Office (USPTO) for the foregoing maladies. Our goal is to secure funding to cover the expenses associated with patent legal work and to obtain a business license for our contractual business partner, Vitam Dandum Global Pharma Labs Limited, located in Zambia, Africa. This funding will support the distribution of our anticipated pharmaceutical products through this partnership.
Presently, we cannot predict the exact funding necessary to meet our financial objectives and sustain our business strategy, but we estimate it to be at least $500,000. Current available funding falls short of meeting our capital needs. We have relied on funding from our sole officer and director to cover operational costs. It's important to note that our sole officer and director, Mr. Crawford, is under no obligation to provide funding to the Company.
Agreement(s)
On November 22, 2016, 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 development of “OA-sys,” a 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 (“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 Agreement contemplates the international sale of certain goods including medications, medical and dental supplies, raw materials, industrial supplies and manufactured goods. VDGPL plans to apply for a license in Zambia to engage in retail sale of pharmaceutical and other toilet 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.
Patents
The status of Mr. Sylvester L. Crawford’s patents filed with the United States Patent and Trade Office (“USPTO”) as of the filing date of this Form 10-K, pursuant to our licensing agreement, are as 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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Government Regulations
Clinical trials, the pharmaceutical approval process, and the marketing of pharmaceutical products, are intensively regulated in the U.S. and in all major foreign countries. Regulation by government authorities in the United States and foreign countries is a significant factor in the development, manufacture, distribution, marketing and sale of our proposed products and in our ongoing research and product development activities. All of our products will require regulatory approval by government agencies prior to commercialization. In particular, human therapeutic products are subject to rigorous preclinical studies and clinical trials and other approval procedures of the FDA and similar regulatory authorities in foreign countries. The process of obtaining these approvals and the subsequent compliance with appropriate federal and state statutes and regulations require the expenditure of substantial time and financial resources.
In the United States, various federal and state statutes and regulation also govern or influence testing, manufacturing, safety, labeling, storage, and record-keeping of human therapeutic products and their marketing. Recent federal legislation imposes additional obligations on pharmaceutical manufacturers regarding product tracking and tracing. In addition, federal and state healthcare laws restrict business practices in the pharmaceutical industry. These laws include, without limitation, federal and state fraud and abuse laws, false claims laws, data privacy and security laws, as well as transparency laws regarding payments or other items of value provided to healthcare 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) to knowingly and willfully, directly or indirectly, solicit, receive, offer, or pay any remuneration that is intended to induce the referral of 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.
● Federal false claims and false statement laws, including the federal civil False Claims Act, prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, for payment to, or approval by, federal programs, including Medicare and Medicaid, claims for items or services, including drugs, that are false or fraudulent or not provided as claimed.
● The federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) 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 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.
● HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and their implementing regulations, requires certain types of individuals and entities to abide by standards relating to the privacy and security of individually identifiable health information, including the adoption of administrative, physical and technical safeguards to protect such information. In addition, certain state laws govern the privacy and security of health information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
● 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”) information related to payments or other transfers of value made to physicians and teaching 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.
● There are also an increasing number of state laws that require manufacturers to make reports to states on pricing and marketing information. Many of these laws contain ambiguities as to what is required to comply with the laws. In addition, beginning in 2013, a similar federal law requires manufacturers to track and report to the federal government certain payments made to physicians and teaching hospitals made in the previous calendar year. These laws may affect our sales, marketing, and other promotional activities by imposing administrative and compliance burdens on us. In addition, given the lack of clarity with respect to these laws and their implementation, our reporting actions could be subject to the penalty provisions of the pertinent state, and soon federal, authorities.
Failure to comply with these laws, where applicable, can result in significant penalties, including the imposition of significant civil, criminal and administrative penalties, damages, monetary fines, disgorgement, individual imprisonment, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results of operations.
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Competition
The biotechnology and pharmaceutical industries are subject to rapid and intense technological change. We face, and will continue to face, competition in the development and marketing of our product candidates from biotechnology and pharmaceutical companies, research institutions, government agencies and academic institutions. Competition may also arise from, among other things:
| ● | other drug development technologies; |
| ● | methods of preventing or reducing the incidence of disease, including vaccines; and |
| ● | new small molecule or other classes of therapeutic agents. |
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. At this time our office space is provided to us rent free by our sole officer and director Mr. Sylvester L. Crawford. Our office space is located at 433 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
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock was quoted on the over-the-counter market (the “OTC Markets”) in the Pink Open® Market (the “Pink Market”) under the symbol “GPLL”. Due to our delinquent SEC Reporting status, we have been demoted by the OTC Markets to the “Expert Market” tier of the 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.
Quotations in Expert Market securities are restricted from public viewing.
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 |
1 We 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 March 18, 2024, we have 226,889,221 shares of common stock, $0.001 par value, issued and outstanding and no shares of Preferred stock, $0.001 par value, issued and outstanding.
As of March 18, 2024, we have approximately 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 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. Through the Company’s wholly owned subsidiary, Global Pharma Labs., Inc., we seek to complete clinical trials of our osteoarthritis therapy and will additionally seek patents for several new medication therapies, including new medication therapy for the following diseases:
1. Onychomycosis
2. Genital Herpes, Cold Sores , Shingles
3. Erectile Dysfunction
Present Plans
We intend to finalize and submit provisional patent applications to the U.S. Patent and Trademark Office (USPTO) for the foregoing maladies. Our goal is to secure funding to cover the expenses associated with patent legal work and to obtain a business license for our contractual business partner, Vitam Dandum Global Pharma Labs Limited, located in Zambia, Africa. This funding will support the distribution of our anticipated pharmaceutical products through this partnership.
Presently, we cannot predict the exact funding necessary to meet our financial objectives and sustain our business strategy, but we estimate it to be at least $500,000. Current available funding falls short of meeting our capital needs. We have relied on funding from our sole officer and director to cover operational costs. It's important to note that our sole officer and director, Mr. Crawford, is under no obligation to provide funding to the Company.
The Company’s financial statements, included herein, are not consolidated as our wholly owned subsidiary was not a subsidiary of the Company until August 14, 2023.
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 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.
- 6 -
Cash
As of July 31, 2023, and July 31, 2022, we have cash of $10,014, and $0, respectively. Our cash balance is not sufficient to fund our business operations. Our Total assets as of July 31, 2023 comprised entirely of cash.
Presently, we cannot predict the exact funding necessary to meet our financial objectives and sustain our business strategy, but we estimate it to be at least $500,000. Current available funding falls short of meeting our capital needs. We have relied on funding from our sole officer and director to cover operational costs. It's important to note that our sole officer and director, Mr. Crawford, is under no obligation to provide funding to the Company.
Net Loss
For the year ended July 31, 2023 we had a net loss of $62,743. For the year ended July 31, 2022, we had a net loss of $44,611. For the year ended July 31, 2023 and 2022 our net loss was attributed entirely to general and administrative expenses which made up all of our operating expenses.
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, 2023, and July 31, 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, 2023 and July 31, 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.
- 7 -
Item 8. Financial Statements and Supplementary Data.
GPL Holdings, Inc.
Financial Statements
Index to Financial Statements
| Pages | ||
| Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID |
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 |
- F1 -
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. as of July 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, 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, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, 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.
/S/
We have served as the Company's auditor since 2021
March 18, 2024
- F2 -
GPL Holdings, Inc.
Balance Sheet
|
July 31, 2023 |
July 31, 2022 | ||||
| Cash | |||||
| TOTAL ASSETS | $ |
$ |
|||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| CURRENT LIABILITIES | |||||
| Loan to the Company - related party | $ | $ | |||
| TOTAL LIABILITIES | $ | $ | |||
| Stockholders’ Equity (Deficit) | |||||
| Preferred stock ($ par value, shares authorized, shares issued and outstanding as of July 31, 2023 and July 31, 2022) | |||||
| Common stock ($ par value, shares authorized, issued and outstanding as of July 31, 2023 and July 31, 2022) | |||||
| Additional paid-in capital | ( |
( | |||
| Accumulated deficit | ( |
( | |||
| Total Stockholders’ Equity (Deficit) | ( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of these audited financial statements.
- F3 -
GPL Holdings, Inc.
Statement of Operations
For the Year Ended July 31, 2023 |
For the Year Ended July 31, 2022 | ||||
| Operating expenses | |||||
| General and administrative expenses | $ | $ | |||
| Total operating expenses | |||||
| Net loss | $ | ( |
$ | ( | |
| Basic and Diluted net loss per common share | $ | ( |
$ | ||
| Weighted average number of common shares outstanding - Basic and Diluted |
| ||||
The accompanying notes are an integral part of these audited financial statements.
- F4 -
GPL Holdings, Inc.
Statement of Changes in Stockholder (Deficit)
For the Period July 31, 2021 to July 31, 2023
(Audited)
| Common Shares | Par Value Common Shares | Additional Paid-in Capital | Accumulated Deficit | Total | |||||||
| Balances, July 31, 2021 | - | $ | $ | $ | ( |
$ | ( | ||||
| Common shares issued in reorganization | 176,285,321 | ( |
|||||||||
| Net loss | - | ( |
( | ||||||||
| Balances, July 31, 2022 | 176,285,321 | $ | $ | ( |
$ | ( |
$ | ( | |||
| Net loss | - | ( |
( | ||||||||
| Balances, July 31, 2023 | 176,285,321 | $ | $ | ( |
$ | ( |
$ | ( |
The accompanying notes are an integral part of these audited financial statements.
- F5 -
GPL Holdings, Inc.
Statement of Cash Flows
|
For the Year Ended July 31, 2023 |
|
For the Year Ended July 31, 2022
| ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Net loss | $ | ( |
$ | ( | |
| Changes in current assets and liabilities: | |||||
| Accrued expenses | ( | ||||
| Net cash used in operating activities | ( |
( | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Loan to the company - related party | $ | |
$ | ||
| Net cash provided by financing activities | |
||||
| Net change in cash | $ | $ | |||
| Beginning cash balance | |||||
| Ending cash balance | $ | $ | |||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
| Interest paid | $ | $ | |||
| Income taxes paid | $ | $ |
The accompanying notes are an integral part of these audited financial statements.
- F6 -
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.
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 was GPL Holdings, LLC, a Wyoming limited liability company. Sylvester L. Crawford, our sole officer and director, owns and controls GPL Holdings, LLC.
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, 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.
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.
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 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.
The Company has elected July 31th as its year end.
- F7 -
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, 2023 and July 31, 2022 were $
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 tax assets through future operations. No deferred tax assets or liabilities were recognized as of July 31, 2023.
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, 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, 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.
- F8 -
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, 2023.
The Company’s stock-based compensation
for the periods ended July 31, 2023 and July 31, 2022 was $
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
from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax 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, 2023, the Company has incurred a net loss of approximately $
Significant components of the Company’s deferred tax assets are as follows:
| July 31, | |||||||
| 2023 | 2022 | ||||||
| Deferred tax asset, generated from net operating loss | $ | 23,680 | $ | 10,504 | |||
| Valuation allowance | (23,680) | (10,504) | |||||
| $ | — | $ | — | ||||
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, 2023.
Note 6 - Shareholder Equity
Preferred Stock
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, 2023 and July 31, 2022.
Common Stock
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 issued and outstanding as of July 31, 2023 and July 31, 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 $
During the period ended July 31, 2021, our sole director, Sylvester Lee
Crawford, paid expenses on behalf of the Company totaling $
Office Space
From time to time we utilize office space and equipment of our management at no cost.
Note 8 - Subsequent Events
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 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.
- F9 -
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, 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, 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, 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, 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 | 86 | 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 March 18, 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.
Specific due dates for such reports have been established by the SEC, and the Company is required to disclose in this Report any failure to file reports by such dates during fiscal year 2023. During the fiscal year ended July 31, 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, 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, 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, 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 | 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 March 18, 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 |
110,466,666 (3) | 48.69% | |||||||||||||||
| 5% or Greater Shareholders | |||||||||||||||||
LCMR Irrevocable Trust (4) 433 Estudillo Avenue, Suite 206, San Leandro, CA 94577 |
67,000,000 | 29.53% | |||||||||||||||
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 226,889,221 shares of common stock outstanding as of March 18, 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 March 18, 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 a total of 116,666,666 shares of our common stock held collectively by LCMR Irrevocable Trust and GPL Holdings, LLC, both of which are entities over which Mr. Crawford has dispositive and voting authority.
(4) LCMR Irrevocable Trust has the following beneficiaries: Sylvester Lee Crawford and Maria Ramos.
(5) Sylvester Lee Crawford is the sole member of GPL Holdings, LLC. Mr. Crawford has complete dispositive and voting authority of GPL 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.
Item 13. Certain Relationships and Related Transactions.
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. |
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
From time to time we utilize office space and equipment of our management at no cost.
Merger
The following transaction occurred under common control:
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 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.
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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, 2023, and July 31, 2022, respectively.
| 2023 | 2022 | |||||
| Audit and review fees | BF Borgers CPA PC | $ | 8,350 | $ | 13,150 | |
| Audit-related fees | - | - | ||||
| Tax fees | - | - | ||||
| All other fees | - | - | ||||
| Total | $ | 8,350 | $ | 13,150 |
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: March 18, 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: March 18, 2024
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EXHIBIT 31.1
GPL Holdings, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Sylvester Crawford, certify that:
1. I have reviewed this report on Form 10-K of GPL Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 18, 2024
By: /s/ Sylvester Crawford
Sylvester Crawford,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
GPL Holdings, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Sylvester Crawford, certify that:
1. I have reviewed this report on Form 10-K of GPL Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The small business owner’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Dated: March 18, 2024
By: /s/ Sylvester Crawford
Sylvester Crawford,
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
GPL Holdings, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of GPL Holdings, Inc. (the Company) on Form 10-K for the fiscal year ended ended July 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sylvester Crawford, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Sylvester Crawford and will be retained by GPL Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: March 18, 2024
By: /s/ Sylvester Crawford
Sylvester Crawford,
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
GPL Holdings, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of GPL Holdings, Inc. (the Company) on Form 10-K for the fiscal year ended July 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sylvester Crawford, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to Sylvester Crawford and will be retained by GPL Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: March 18, 2024
By: /s/ Sylvester Crawford
Sylvester Crawford,
Chief Financial Officer
(Principal Financial Officer)