Notes to Unaudited
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 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.
Each share of Predecessor’s common stock issued and outstanding
immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of Successor
common stock. The controlling shareholder of Successor is GPL Holdings, LLC, a Wyoming limited liability company. Sylvester L.
Crawford, our sole director, is the sole member of GPL Holdings, LLC and is therefore deemed to be the indirect and beneficial
holder of a total of 150,000,000 shares of Common Stock of the Company representing approximately 85.09% voting control of the
Company. Mr. Crawford is the same officer/director of the Predecessor and Merger Sub. Yantis Family Trust owns approximately 5.67 %
voting control. There are no other shareholders not already disclosed or any officer/director holding at least 5% of the outstanding
voting shares of the Company. Currently, there are 176,285,321 shares of Common Stock issued and outstanding of the issuer.
On May 26, 2022, GPL Holdings, Inc. was issued a CUSIP number by
CUSIP Global Services of 3621MX103. The announcement of our corporate action and release of our ticker symbol “GPLL” was
posted on the FINRA Daily List on October 21, 2022. As a result of the aforementioned Reorganization and FINRA’S subsequent
completion of their review, GPL Holdings, Inc. began a quoted market in its common stock on October 24, 2022 under the ticker symbol
“GPLL” as listed by the OTC Markets Group.
The Company intends to serve as a vehicle to affect an asset acquisition,
merger, exchange of capital stock or other business combination with a domestic or foreign business.
As of October 31, 2022, the Company
had not yet commenced any operations.
The Company has elected July 31th
as its year end.
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 October 31, 2022 and July 31, 2022 were $0 for both periods.
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 October 31, 2022.
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Basic Earnings (Loss) Per Share
The
Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings
(loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting
period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue
common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The
Company does not have any potentially dilutive instruments as of October 31, 2022 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
October 31, 2022. 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.
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 October 31, 2022.
The Company’s stock-based compensation
for the periods ended October 31, 2022 and October 31, 2021 was $0 for both periods.
Recently Issued Accounting Pronouncements
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 is amended by ASU 2018-01, ASU2018-10, ASU
2018-11, ASU 2018-20 and ASU 2019-01, which FASB issued in January 2018, July 2018, July 2018, December 2018 and March 2019, respectively
(collectively, the amended ASU 2016-02). The amended ASU 2016-02 requires lessees to recognize on the balance sheet a right-of-use asset,
representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12
months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly
changed from current GAAP. The amended ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP)
and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially
similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. The amended
ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows
arising from leases. A modified retrospective transition approach is permitted to be used when an entity adopts the amended ASU 2016-02,
which includes a number of optional practical expedients that entities may elect to apply.
We
have no assets and or leases and do not believe we will be impacted in the foreseeable future by the newly adopted accounting standard(s)
mentioned above.
The Company has implemented all new
accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other
new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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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 April 30, 2022, the Company has incurred a net loss of approximately $75,416 which resulted in a net operating loss for
income tax purposes. The loss results in a deferred tax asset of approximately $15,837 at the effective statutory rate of 21%.
The deferred tax asset has been offset by an equal valuation allowance. Given our inception on July 30, 2021, and our fiscal year end
of July 31, 2022, we have completed only two taxable fiscal 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 October 31, 2022.
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 October 31, 2022 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 October 31, 2022 and July 31, 2022.
Note 7 - Related-Party
Transactions
Loan to the Company
During the period ended October
31, 2022, our sole director, Sylvester Lee Crawford, paid expenses on behalf of the Company totaling $25,395. These payments are
considered as a loan to the Company which is noninterest-bearing, unsecured, and payable on demand.
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
We utilize the home office space
and equipment of our management at no cost.
Note 8 - Subsequent
Events
None.
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