| Note 1 - Organization and Description of Business | 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 director, Mr. Crawford, 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, Sylvester Crawford is and was the 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 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 director, Mr. Crawford, 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 officer and director Mr. Crawford. 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. |
