United States securities and exchange commission logo
October 28, 2021
Sylvester Crawford
Chief Executive Officer
GPL Holdings, Inc.
433 Estudillo Avenue, Suite 206
San Leandro, CA 94577
Re: GPL Holdings, Inc.
Form 10-12G
Filed October 1,
2021
File No. 000-56350
Dear Mr. Crawford:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-12G filed October 1, 2021
Directors and Executive Officers, page 9
1. We note that Mr.
Crawford is currently an officer and director of two other
companies. Please
indicate the extent to which Mr. Crawford is involved with the other
companies and whether
such involvement presents any conflicts of interest with respect to
his role with GPL
Holdings, Inc.
Certain Relationships and Related Transactions, and Director
Independence, page 12
2. You state that there
have been no related party transactions or any other transactions or
relationships required
to be disclosed. However, we note on page F-1 of your financial
statements a loan from
a related party and on page F-7 that the loan was made to the
company by your sole
director and officer Mr. Crawford. Please revise your disclosure
here to include this
transaction and any similar transactions to date. Refer to Item 7 of
Form 10 and Item 404(d)
of Regulation S-K.
Sylvester Crawford
GPL Holdings, Inc.
October 28, 2021
Page 2
General
3. Please be advised that your registration statement will become
effective automatically 60
days after initial filing. Upon effectiveness, you will become subject
to the
reporting requirements of the Securities Exchange Act of 1934,
including the
requirements to file Forms 10-K, 10-Q, and 8-K even if comments remain
open on the
Form 10. If the review process has not been completed before the
effectiveness date, and
you are not required to register pursuant to Section 12(g) of the
Exchange Act, you should
consider withdrawing the Form 10 registration statement to prevent it
from becoming
effective and file it again at such time as you are able to respond to
any remaining issues
or comments.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Austin Wood at 202-551-5586 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
FirstName LastNameSylvester Crawford Sincerely,
Comapany NameGPL Holdings, Inc.
Division of
Corporation Finance
October 28, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName