UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 12b-25

NOTIFICATION OF LATE FILING

Commission File No: 000-56350

(Check one):	☐ Form 10-K   ☐  Form 20-F    ☐  Form 11-K   ☒   Form 10-Q ☐ Form 10-D    ☐  Form N-SAR    ☐  Form N-CSR
	For the Quarter Ended: January 31, 2024
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended:
Read Instruction Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:  

PART I — REGISTRANT INFORMATION

GPL Holdings, inc.

(Full Name of Registrant)

433 Estudillo Avenue, Suite 206

San Leandro, CA 94577

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

GPL Holdings, Inc. (the “Company”), is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended January 31, 2024 (the “Form 10-Q”). Additional time is needed for the Company’s independent registered public accounting firm to complete its review of the unaudited financial statements included in the Form 10-Q and for the Company to provide additional information to its accountants and auditors in order to produce a complete, accurate quarterly report. Management anticipates the filing of its Quarterly Report within the extension period provided.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
Sylvester L. Crawford		925	876-8832
(Name)		(Area Code)	(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).    ☐  Yes    ☒ No
	Form 10-Q for the period ended October 31, 2023.
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?      ☐  Yes  ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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SIGNATURES

GPL Holdings, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 18, 2024	By:	/s/ Sylvester L. Crawford
		Sylvester L. Crawford Chief Executive Officer

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