UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the Annual period ended March 31, ~~2023~~2024

☐ 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 333-226515

GPODS, INC.

(Exact name of registrant as specified in its charter)

nevada

82-1608504

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1035 East Vista Way, Vista California		92084
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 681-6665

N/A

(Former name, former address and former fiscal year, if changed since last report)

Copies of communications to:

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☐ No ☒

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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was none.

The number of shares of the registrant’s common stock outstanding as of ~~February~~April 1226, 2024 was 16,270,500 shares.

Documents incorporated by reference: None

GPODS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
ITEM 2.	PROPERTIES	21
ITEM 3.	LEGAL PROCEEDINGS	21
ITEM 4.	MINE SAFETY DISCLOSURES	21

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
ITEM 6.	SELECTED FINANCIAL DATA	22
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	32
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	33
ITEM 9A.	CONTROLS AND PROCEDURES	33
ITEM 9B.	OTHER INFORMATION	34

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	34
ITEM 11.	EXECUTIVE COMPENSATION	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	43
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	44

PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	45

	SIGNATURES	46
	CERTIFICATIONS

Part I

GPODS, INC. has not filed the following periodic reports: Form 10-K for the period March 31, 2023, Form 10-Q for the period ended June 30, 2023, and Form 10-Q for the period ended September 30, 2023.

GPODS, INC. experienced significant financial hardship due to COVID-19 and was unable to secure financing to move forward with its public reporting responsibilities as well as its operations. GPODS, INC.’s management cut certain expenditures (which included our ability to file our financial reports) and shuttered most of its business operations in April 2020. GPODS, INC. during the next few months of 2024 is expected to receive financing from several of its shareholders in the form of loans. GPODS, INC.’s management prepared a comprehensive business plan for recovery as well as a path for regaining compliance in its public reporting requirements. GPODS, INC. solicited several competing bids on its audit and review process necessary for its missing periodic reports.

GPODS, INC. upon completion of its auditor’s attestation work for the years ending March 31, 2023 will have prepared all of the delinquent Form 10-K’s including audited historical financial statements and most (if not all) of the delinquent Form 10-Q’s including reviewed interim historical financial statements for each of the periodic reports that were not filed timely. Management’s Discussion and Analysis of Financial Condition and Results of Operations will include all of the annual and quarterly financial information that is required to be presented in these filings for each of the missing periodic reports. All material information and required disclosure that would have been available and disclosed in the GPODS, INC.’s delinquent periodic reports shall be included as if they had been timely.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	the risks and other factors described under the caption “Risk Factors” under Item 1A of this Report on Form 10-K;
	●	our future operating results;
	●	our business prospects;
	●	any contractual arrangements and relationships with third parties;
	●	the dependence of our future success on the general economy;
	●	any possible financings; and
	●	the adequacy of our cash resources and working capital.

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context, references in this report to “Company”, “GPods”, “we”, “us” and “our” are references to GPODS, INC. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.

ITEM 1. BUSINESS

We were incorporated under the laws of the State of Nevada on March 27, 2017, at which time we acquired a business plan, various pieces of information technology, furniture and other office equipment, as well as industry resource materials and business relationships from our founder and CEO, Mr. Dolan. As of ~~February~~April 1226, 2024, we had three employees, Mr. Dolan and two other individuals. For fiscal year ~~2023,~~ 2024, Mr. Dolan will continue to devote at least 25 - 30 hours a week to us but may increase the number of hours as necessary.

The Company issued 6,000,000 shares of its common stock to Mr. Dolan at inception in exchange for organizational services. Following our formation, we issued an additional 4,000,000 shares of our common stock to Mr. Dolan, in exchange for a business plan, office furniture, design equipment, computing equipment along with other related industry materials that he developed.

As a commercial organic grower, Mr. Dolan was the third employee with Fortuna Organics in Fallbrook, California (located outside of San Diego). Mr. Dolan experienced a significant amount of rudimentary development in indoor organic farming. The first GPod developed with which Mr. Dolan participated in was to support growing in all season, the year-round ability to grow organic produce. This became a completely new approach to organic growing. The green houses moved food production from the lower latitudes (as evidenced in the southern United States), to higher latitudes. While green houses had inherent problems, different light cycle per season of the year, GPods allows the grower to grow year-round. This empowers the grower to control ‘Organic Requirements’, a major concern in the organic growing industry. Never before had the growing industry needed to consider demand for organic produce and its extreme popularity

Another progressive development Mr. Dolan was involved in was integrating new types of growing processes from drip irrigation and root immersion. Mr. Dolan first visualized the idea of the GPod while working with Fortuna organics. Mr. Dolan’ professional experience has provided him with keen insight into what the indoor grower needs to be successful. Through experimentation and multiple manufacturing trial and errors, Mr. Dolan established the importance of simplicity and automation in the growing process.

This we believe is a vital aspect of what will be the GPods experience. Mr. Dolan will maximize his professional expertise in organic farming industry providing a background for GPods product offerings to transform the green house. Mr. Dolan believes the GPod solution is a revolutionary growing environment that will add benefits to the local community by creating alternative food sources to urban neighborhoods.

We are a development stage company and have no specific financial resources. We have not established or attempted to establish a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern. We are in the early stages of executing our business plan. We still have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated consumer market. To date, we have not developed any finished product or services and cannot predict when a finished product or services will be developed or externally acquired. We believe that we have an advantage with our founder, and CEO and his industry relationships and the solicitation of their help with growing our business model.

As of March 31, ~~2023~~2024, we had limited assets which consisted of; cash and cash equivalents of $71,~~429~~708, prepaid expense of $0, software development costs of $90105,~~200~~600 and tangible assets directly related to our prototype of $0. In order to fund the development of our business and our working capital needs for the next 12 months, we will attempt to secure funding from the sale of additional common stock (or preferred stock if necessary), from shareholder, related party and non-related party loans, or from strategic joint ventures or partners. Furthermore, in order to implement the foregoing plan of operations, we anticipate that we will need to secure additional financing of between $200,000 and $250,000 during the next twelve months. If we are unsuccessful in securing the additional financing, we may not be able to proceed with execution of our business plan.

Based on the exact nature of our business and expected level of competition, we anticipate continuing to incur operating losses into the foreseeable future. Because we currently do not have a fully developed and ready for market environmentally-friendly, cost-efficient optimized grow system, and our resources are severely limited, we cannot predict if and when we will generate revenues or whether we will become a viable and sustainable business operations. Accordingly, due to our lack of assets, significant operations and for the foreseeable future the ability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

General Overview

There is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of business development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the necessary funds. If we do, fully developed product offerings could be ready within three to six months following when the necessary funds have been secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence until at least 18 months, if ever.

We are building a company that provides indoor self-contained organic growing modules. We are developing an interactive website that provides customization using our extensive interchangeable modules. Our optimized growing system will enable the consumer to create custom a variety of growing environments that meet the grower’s specific needs.

Our intended optimized growing system focused website, ecommerce system and manufacturing facilities outline a three-step method for providing users with what we believe to be a comprehensive approach to provide a turnkey growing environment. We believe this approach will provide an experience in home gardening that will become the new way to empower the urban dwell with a sense of satisfaction from bountiful output and will be valued by both the grower and their family and friends. We believe this acceptance in the urban city will provide rapid growth and popularity. We will create a system that easy to use and promotes creativity. This approach will additionally help us in creating long-lasting return customer relationships.

Our business operations will be comprised of two segments: a) an optimized growing system website for micro-farming consumers; and b) integration services for the optimized grow system along with direct sales through retail outlets. The optimized growing system, website, ecommerce solution and back-office framework were developed with the assistance of an established business website firm. The Company developed its initial design of the growing system through the efforts of its founder and CEO, and the design firm with which the Company has been working with for years on an as “needed basis”.

The optimized growing system that the Company has developed through the direct assistance of a design and manufacturing facility (since early 2014) and the efforts of our founder, Mr. Dolan. The Company intends to seek the assistance of outside sales and marketing consultants to develop a professional sales and marketing strategy to capitalize on our product designs. We will seek to staff a management team (besides Mr. Dolan) with the technical skills necessary in hydroponic horticulture technology, design engineering with a strong emphasis on simplicity and functionality. We intend to with further financing create and staff an in-house development group, which we believe will develop new generations of the optimized growing system that GPods and services of a similar nature to our business development in self-contained indoor organic gardening.

While the raw materials or components that we use are slightly more expensive, quality and consistency is assured. We believe that the current materials and components that we use in our designs is worth the extra cost to us. The average user or customer we believe will seek out a product that has this same quality and consistency and willing to pay more for it; part of our competitive advantage. We currently source our raw materials and components from a number of suppliers. These raw materials or components are widely available and have no geographic or international limitations on their availability. We do not believe that we will have any issues with obtaining these raw materials or components from suppliers or the availability of raw materials or components needed for our optimized growing system.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our environmentally optimized growing system business(s) or services (complimentary to the grow system) to meet our obligations on a timely basis. The Company has not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of our completed public offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $250,000. We have no established current sources of funds to buildout the business plan as outlined. Until we obtain sufficient and further funding, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his own without any payment of cash compensation. This methodology would result in our development stage extending for at least two to three years or even more.

We believe that our environmentally optimized growing system division (once developed, if at all) may generate revenues earlier than direct sales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Industry Overview

Urban dwellers are challenged for the lack of growing space, many aspire to grow their own organic food but have no dirt or space to do so, and many of these individuals have garages that could provide them with the space they would need to grow via the GPod. The GPod, or closed growth system, is not a new idea, NASA for example has been developing similar modules since the 1950’s. Thus, taking advantage of an underutilized garage space combined with the flexibility of the GPod growing system, we believe that we will empower urban dwellers to grow their own food without having to move from the city. Daily ad-hoc shoppers are dependent on grocery stores, eventually discovering farmer’s markets, meeting people similar to themselves who were growing and selling or bartering their own produce. The GPod optimized growing system can provide healthy food at a reasonable cost and availability, a healthy alternative.

The indoor growing trend first came about as a result of people moving to non-conducive growing latitudes, such as the upper mid-west. These people of the north still needed fresh organic produce year-round, so they had to ship in produce half the year or create indoor growing facilities (green-houses). They developed some of the most successful green houses in the world; these greenhouses controlled all the necessary factors to grow plants such as; temperature, humidity, nutrient feeding and various other plant needs. The one factor they could not control was light that would provide year-round growth. As a result of years of development, the indoor growing industry developed high intensity lighting that plants need to flower and produce fruit. Urban residents with little or no space, often limited by Home Owner Associations, are looking for ways to enjoy the art of organic growing, the GPods system enables the urban grower to grow within the confines of his or her garage. GPods are an indoor, self-sustained, closed growing environment, they can grow year-round regardless of the temperature or season. Some urban dwellers, who have the space to grow, sometimes lack the time and fortitude to embark on the complex building of their own outdoor garden, GPods are a turnkey solution. The person who has the love for growing but lacks the time to build or do the research necessary to build a successful self-contained growing environment can begin immediately via the GPod.

Although outdoor gardens facilitate the growing of vegetables and herbs they have inherent challenges, challenges that the GPod will greatly reduce. The greatest challenge is the ability to grow year-round, GPods high intensity lighting allows for year-round growing. Secondly, the GPod provides complete control of the growing environment, thus qualifying as a recognized “Organic” grow. Based on the growth of the famers markets in the United States, we believe that the demographic of customers of the GPod growing environment to be at a scale that will allow GPods to sell in high volume at a low price point.

Growing organically the GPod way is the consumer’s path to control over their intake, an attempt to make the foods you serve for your family free of the things they don’t need. It’s argued that organic gardens are impractical, expensive and somewhat strange. Nothing could be further from the truth. It is the way our great grandparents gardened, just inside a controlled environment, without the chemical pesticides and synthetic fertilizers.

Competitive Focus

We expect to encounter strong competition in all areas of our business activity. We intend to compete on the basis of technology, performance, price, quality, reliability, reputation, distribution, range of products and services, ease of use of our products, account relationships, user training, service and support, security, availability of applications and internet infrastructure offerings, and our sustainability performance.

The markets for our key business are characterized by strong competition among major corporations with long-established positions and a large number of new and rapidly growing businesses which we will compete with. In this market most product life cycles are short, and to remain competitive we must develop new products and services, periodically enhance our products and services and compete effectively on the basis of the above various factors. In addition, we may compete with our potential partners, including other grow-system businesses that design, manufacture and market their products. Our successful management of these competitive relationships will be critical to our success. Moreover, we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market.

We believe the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow system market which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor organic gardening:

	1.	Scalability. We believe our state of-the-art, environmentally optimized grow system and its varied support by unique GPod design and services will become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated urban gardener.
	2.	“Sticky” Relationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged with our state of-the-art, environmentally optimized grow system and support services using current and future GPod modules.
	3.	Expertise in Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial growing industry. We will seek to capitalize on that expertise.
	4.	Speed to Implementation. We believe that a fully-developed environmentally optimized grow system and well thought-out vertical GPod product line, in combination with our manufacturing and distribution system, will provide immediate insight into the usage (and behavior) of our consumer and their micro-farming output and customers’ unique growing needs.

Growth Strategy

Key elements of our growth strategy shall include:

	1.	Core Products. We plan to enhance our core products through user interface and functionality with our optimized growing system as well as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.
	2.	Focus. We intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting social networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.
	3.	Strategic Alliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby reducing our development cost and introducing us to consumers and end-users.
	4.	International Expansion. We intend to expand internationally through partnerships and alliances.

Business Objectives

Our objective is to become a provider of self-contained organic grow modules. We are pursuing the following strategies to achieve this goal:

	a)	Initiating website development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social media campaigns;
	b)	Create a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market our products through social media outlets;
	c)	Identify and develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create highly efficient low-cost production model; and
	d)	High functioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being. GPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that can be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the means to grow, but with the help of GPods they can grow year-round.

GPod products can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends visiting the garage fitted with a GPods products will instantly be won over.

This ~~report~~Report includes limited market and industry data and forecasts that we obtained from internal research, publicly available information and industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section above entitled “Risk Factors”.

It is our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur now that our direct public offering is complete and the aggregate proceeds have been received. Our management has, through relationships and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services through the date of this ~~report~~Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.

We currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside designers or sales/marketing firms. We currently do not have any cash or other resources to commence the use of outside service providers. If we do not receive any funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue to provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without consideration while he continues to seek other sources of funding for the Company.

Intellectual Property

We currently have no patents or trademarks. We intend to file a United States federal trademark registration for “GPODS, INC.,” “The GPod Solution,” and various other marks. We currently have registered www.gpodsinc.com and www.gpods.biz domain names. We consider our trademarks and other intellectual property rights to be important to our branding strategy and business success. Each state has its own laws regarding registration of a trademark, including the requirements for keeping the registration valid. Although these laws are similar in many respects, variations exist regarding the time period for renewing the registration. For example, a trademark registered in California is valid for only five years and is renewable for successive five-year periods.

Although not required to validate a trademark, federal registration does provide additional benefits for the trademark owner. Included in these benefits are the right to use the symbol “®” and the right to file a trademark infringement lawsuit in federal court. To maintain these benefits, the owner of a federally registered trademark must make additional periodic filings to keep the registration valid. The first filing must be made between the fifth and sixth years after the trademark’s registration date and is called a “declaration of use” or “section 8 filing.” This informs the USPTO that the trademark is still in use. The second filing is made between the ninth and 10th years after the trademark’s registration date and includes another declaration of use along with an application for renewal. The third and subsequent filings will also include a declaration of use and application for renewal and must be done between the ninth and 10th year anniversary after the last filing. We have not registered our trademark.

Failing to file the required renewal applications for a registered trademark will result in the registration being cancelled, but as long as the trademark is still in use, the owner’s common law trademark rights are still valid, and a new registration application can be filed. Even common law trademark rights become invalid if the owner has abandoned use of the trademark. Non-use of a trademark for three consecutive years is generally considered proof that the owner has abandoned the trademark. We have continued to use our trademark and intend on re-registering and applying for all applicable protections available under the law along with the right to transfer.

Government Regulation and Industry Standards

While there is no governmental regulation relating to the sale of growing equipment or soil and nutrients that we may sell in connection with our GPod solution, there may be laws and regulations governing the cultivation and sale of certain horticulture products that may be grown with the systems. We may be subject to various federal, state, provincial and local laws and regulations, compliance with which will increase our operating costs, limit or restrict the product and services that we intent to provide or the methods by which we intend to offer and how we sell those products and services. Noncompliance with these laws and regulations can subject us to fines or various forms of civil or criminal prosecution, any of which could have a material adverse effect on our reputation, business, financial position, results of operations and future cash flows.

Employees

As of ~~February~~April 1226, 2024, we had three employees, one of which is our founder and CEO, Mr. Dolan. During calendar year ended December 31, ~~2023~~ 2023 (dependent on our financing and available working capital), Mr. Dolan devoted at least 30 hours a week to us. Mr. Dolan is allowed to to devote his time to our Company as he is not limited or restricted from being involved with us by his other business operations. Mr. ~~Dolan~~ Dolan currently has no agreement with the Company which provides for cash payment of his services. We may be limited in seeking the employment of others to assist in our operations. Our founder and CEO’s current plan is to provide all administrative and planning work for our product and marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and its business plan. We have a good relationship with our employees.

The Company’s other two employees work on a part time basis and as needed for specific projects. Their function is to assist Mr. Dolan with operations as well as administrative functions that are necessary to run the business. Mr. Dolan has initially been compensated through the issuance of common stock in the Company and will continue to defer payment for his services for the near future. It is his belief that these actions are in the best interest of the Company and prospective investors who may invest in the Company’s common stock. We may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

We are not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.

ITEM 1A. RISK FACTORS

The following risk factors should be considered in connection with an evaluation of our business as described in our Plan of Operations:

In addition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, result of operations, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established, the trading price of our securities could decline, and you may lose all or part of your investment.

THE SECURITIES ISSUED BY THE COMPANY INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD READ ALL OF THE COMPANY’S FILINGS, INCLUDING ALL EXHIBITS, AND CAREFULLY CONSIDER, AMONG OTHER FACTORS THE FOLLOWING RISK FACTORS.

You should be aware that there are substantial risks to an investment in our common stock. Carefully consider these risk factors, along with all of the other information included in this ~~report~~Report, before you decide to invest in shares of our common stock.

If any of the following risk factors were to occur, our business, financial condition, results of operations or future prospects could be materially adversely affected. If that happens, the market price for our common stock, if any, could decline, and prospective investors would likely lose all or even part of their investment.

Risks Related to the Business

1 .

GPODS, INC. has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

GPODS, INC. is an early-stage company and virtually no financial resources currently available to it. We had tangible assets of $97107,~~629~~308 and $~~336~~97,~~605~~629 as of March 31, ~~2023~~2024 and March 31, ~~2022~~2023, respectively. We had a negative working capital balance of $1,~~417~~681,~~280~~820 and $1,~~214~~417,~~680~~280 as of March 31, ~~2023~~2024 and March 31, ~~2022~~2023, respectively. We had a stockholders’ deficit of $1,~~327~~576,~~080~~220 and $~~880~~1,~~188~~327,080 at March 31, ~~2023~~ 2024 and March 31, ~~2022~~2023, respectively. Our independent registered auditor included an explanatory paragraph in their opinion on our financial statements as of and for the period ended March 31, ~~2023~~2024 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We will require additional financing beyond the amount received from our 2019 public offering. Financing sought may be in the form of equity or debt from sources yet to be identified. With the completion of the public offering, we will seek additional financing to further pursue and execute on our business operations and expansion. No assurances can be given that we will generate revenue (or any at all) or obtain the necessary working capital to continue as a going concern.

Our current resources and source of working capital primarily consists of loans from several nonaffiliated parties who are business associates of our founder. These nonaffiliated financial sources we believe to be sufficient to keep our business operations functioning for the next six to 12 months. We do not have a formal agreement with our founder and CEO, nor with the nonaffiliated parties to fund our current working capital needs; Mr. Dolan’s, current plan is to perform most of the Company’s operational needs on his own without any cash compensation while he seeks additional sources of funding. This includes seeking to delay or defer payments to vendors and nonaffiliated parties. Through the date of this ~~report~~Report, deferred payment has helped us with managing our working capital needs. The Company developed much of its initial design of its environmentally optimized growing system through the efforts of Mr. Dolan. We currently spend between $15,000 and $20,000 per month on operational expenses not directly related to our completed public offering. Our monthly expenditures are primarily related to consulting services that we incur for design and manufacturing and software development. Each of these firms expend approximately $6,000 to $7,000 per month in billable hours for services provided. To date we have not generated any revenues from our business, and our expenses will continue to accrue or be deferred until sufficient financing is obtained to be able to pay for these expenses. Additional financing may be obtained from our founder or others who are familiar with our founder and loan us the funds necessary to pay for these expenses. Through this date we have received interest-free loans and deferred payment on services to fund our operations. No assurances can be given that we will be able to continue fund our operations beyond a month-to-month basis.

GPODS, INC. is and will continue to be completely dependent on the services of our founder, president, and CEO, Robert Dolan. The loss of whose services may cause our business operations to cease. We will need to retain qualified employees and outside consultants to further implement our business strategy.

Our operations and business strategy are completely dependent upon the knowledge and business relationships of Mr. Dolan, our founder and CEO. He is under no obligation to remain employed by us. If he should choose to leave us for any reason, or if he becomes ill and is unable to work, our operations will likely fail. If we are able to find sufficient personnel, it is uncertain whether we will find someone to develop and execute our business along the lines described in this ~~report~~Report and performed by our founder and CEO. We will certainly fail without the services of Mr. Dolan or an appropriate replacement is found.

We intend to purchase key-man life insurance on the life of Mr. Dolan naming the Company as the beneficiary when and if we obtain the financial resources to do so and Mr. Dolan is insurable. We have not procured such insurance, and no guarantee is certain that we will be able to obtain such key-man life insurance. Accordingly, it is important that we are able to attract, motivate and retain qualified employees or outside contractors to further our business efforts and operations.

3.	*Because we recently commenced business operations, we face a high risk of business failure.*

We were formed on March 27, 2017. Most of our efforts to date have been related to executing our business plan and expanding business operations. Through March 31, ~~2023~~2024 we have had no revenues from operations. We face a high risk of business failure. The likelihood of success must be considered in light of our expenses, complications and delays frequently encountered in connection with the establishment and expansion of a business and the competitive market in which the Company operates. There can be no assurance that revenues from sales of our intended product or services will occur or that they will be significant enough or we will be able to sell at a profit, if at all. Future revenues or profits, if any, will depend on numerous factors, including, but not limited to, initial market acceptance and the successful implementation of a sound market strategy.

The Company has not yet fully developed product or services that are saleable and available to consumers. We may not be able develop any product or services in the future because of a lack of funds or financing. In order for us to fully develop or acquire product or services, we must secure financing beyond “the recently completed direct public offering”. In the early stage of our operations, we have attempted to keep our costs at a minimum. The cost to develop product and services as currently outlined may well be in excess of $250,000 which is beyond our current capital raise plans. We have no established source of funds to fully undertake our business and expansion strategy as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, and CEO providing most of the administrative and other operational functions on his own without any cash compensation. We currently use the services of a technical design firm with whom we have been working with on an as “needed basis”. The technical design firm provides its services on a deferment basis enabling us to not have to pay them immediately or even in the near term. We do not expect to pay them in full or even partially for a period of time. This methodology could result in our optimized environmental grow-system development extending beyond another two to three years. If we are unable to obtain adequate funding or financing, the Company faces the likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing for our growth.

The Company’s future profitability, if any, could be materially and adversely impacted if our product or services were to experience poor operating results. Our ability to achieve profitability will be dependent on the ability of our future product or services to generate sufficient operating cash flow to fund future growth or acquisitions. There can be no assurance that our future results of operations will be profitable or that our strategy will be successful or even begin to generate any revenues.

4.	*We may not have or ever have the resources or ability to implement and manage our growth strategy.*

Although the Company expects to experience growth based on the ability to implement and execute our business strategy, significant operations may never occur because the business plan may never be fully implemented because of the lack of funds in order to do so. If the Company’s growth strategy is implemented, of which no assurances can be provided, a significant strain on our management, operating systems or financial resources may be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or if unexpected difficulties are encountered during this growth, could impose a material adverse impact on the Company’s results of operations or financial condition.

The Company’s ability to operate a profitable product or service line (if we are able to establish any product or service line at all) will depend upon a number of factors, including: (i) identifying an appropriate and satisfactory sales channel; (ii) generating sufficient funds from our then-existing operations or by obtaining third-party financing or additional capital to develop new products or develop new services; (iii) the success or the Company’s management team along with our financial, accounting and internal control systems; and (iv) staffing, training and retention of skilled personnel, if any at all. These factors are beyond the Company’s control and may be adversely affected by the economy or actions taken by competing businesses. Moreover, potential product or services that may meet the Company’s focus and other criteria for developing new product or services, if we are able to develop or acquire at all, are believed to be limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all.

5.	*We may not be successful in hiring technical personnel because of the competitive market for qualified people.*

The Company’s future success depends largely on its ability to attract, hire, train and retain highly qualified personnel. Competition for such personnel may be intense. There can be no assurance that the Company will be successful in attracting and retaining the specific personnel it requires to conduct and expand its operations successfully or to differentiate us from our competitors. The Company’s results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train and retain such qualified personnel.

6.	*Our reliance on referrals from outside contacts to develop business may not be effective.*

The Company initially will rely on our founder and CEO, Mr. Dolan, for a majority of our business and believes that industry professionals will be an important source of business referrals. However, as is typical within the industry, there are no contractual agreements with consultants or outside reps who may represent our product and services in the marketplace. We currently have no contracts or agreements in place with outside sales reps or industry professionals. No assurances can be given that using outside sales reps or industry professionals will result in any meaningful numbers of sales leads or referrals.

7.	*Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.*

The Company’s future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced in one or more quarters. Fluctuations in the Company’s quarterly operating results could result from a variety of factors, including changes in revenues, size and timing of orders, changes in the mix of projects, the timing of new offerings by the Company or its competitors, new office or facilities openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of new and enhanced services offered by the Company or its competitors, changes in operating expenses, availability of qualified personnel, disruption in sources of related product and services, the effect of potential acquisitions and industry and general economic factors. The Company will have limited or no control over many of these factors. The Company’s expenses we believe will be based upon, in part, on its expectation as to future or projected sales. If revenue levels are below expectations, operating results are likely to be adversely affected by these revenue levels. Because of these fluctuations and uncertainties, our future operating results may fail to meet the expectations of investors. If this happens, any trading price of our common stock could be materially adversely affected.

8.	*There are significant potential conflicts of interest.*

Our management and employees will be required to commit substantial time to our business affairs and, accordingly, these individuals (particularly our founder and CEO) may have one or more conflicts of interest in allocating professional time among business activities. In the course of other business activities, certain key personnel (particularly our founder and CEO) may become aware of business opportunities which may be appropriate for presentation to us, as well as other businesses with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented to. We cannot provide any assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.

9.	*We will need to establish additional relationships with industry professionals to fully develop and market our company and its intended product or services.*

We do not possess all of the resources necessary to develop our product or services on a commercial scale. We will need to design a network of third-parties that will be able to carry out our intended market penetration, as well as enhance our marketing and sales strategy through appropriate arrangements with local industry professionals and consultants to design new product and services. If we are not able to enlist the services of third-party vendors, or seek out consultants, our business will suffer.

10.

Following the effective date of our registration statement we are subject to periodic reporting requirements of Section 15(d) of the Exchange Act.

Following the effective date of our registration statement we are required to file periodic reports with the Securities and Exchange Commission pursuant to the Exchange Act. In order to comply with these requirements, our independent registered public accounting firm will review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will review and assist in the preparation of such reports. The costs charged by professionals for such services cannot be accurately predicted at this time. The number and type of financial transactions that we engage in and the complexity of our reports cannot be determined at this time and will affect the amount of time spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet overhead requirements and earn a profit.

However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

11.

Our internal controls may be inadequate, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.

12.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining our public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be more than $100,000 per year and may well even be higher if our business volume or financial transactional activity increases significantly. Our current estimate does not include necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $75 million in market capitalization or we decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us under the JOBS Act or until we have been public for more than five years.

If our revenues are insufficient or non-existent, and/or we cannot satisfy these costs through the issuance of shares or debt, we may be unable to satisfy these costs during the normal course of business. This would certainly result in our being unable to continue as a going concern.

13.

Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our founder, president, and CEO.

We have only one director who serves as our sole officer. Accordingly, we cannot establish board committees comprised of independent members to oversee such functions as compensation or audit issues. In addition, currently a vote of the board is decided in favor of the chairman (who is our sole officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that include independent members, if ever, there will be limited oversight of our CEO’s (and founder’s) decisions and activities with little ability for minority shareholders to challenge or reverse such activities and decisions, even if they are not in the best interests of minority shareholders.

Risks Related to Our Common Stock

14.

The Company sold shares without an underwriter.

Shares of common stock were offered on our behalf by Mr. Dolan, our founder and CEO, on a best-efforts basis. No broker-dealer was retained and no broker-dealer was under any obligation to purchase any shares of common stock. The sale of a small number of shares increases the likelihood that no market will ever develop for our common stock.

15.

A limited number of investors purchased shares of our common stock; they may lose their entire investment without us being even able to develop a market for our shares.

A small number of shares were sold by the Company (7,500,000) to 61 investors, even with this number of individual investors we will be unable to attempt to create a public market of any kind. In such an event, it is likely that the investors’ entire investment in our common stock may be lost. Recently a number of our investor’s shares were reacquired by the Company through an arms-length transaction at $0.01 per share. A total of 45 investors accepted the offer by the Company to acquire their 1,300,000 shares of common stock. The Company will have paid for these shares through the remittance of funds to each shareholder as those funds are available. A shareholder payable of $13,000 was recorded on the books as of September 30, 2020. As of January 4, 2024 approximately 43 of the 45 investors have received payment from the Company. The two remaining investors have agreed to wait until sufficient funds are available.

16.

The offering price of our common stock was determined arbitrarily.

Our offering price was not determined by an independent financial evaluation, market mechanism or by our auditors, and was, therefore, to a large extent arbitrary. Our PCAOB-registered public accounting firm has not reviewed management’s valuation and, accordingly expresses no opinion as to the fairness of the offering price. As a result, the price of our direct public offering may not reflect the value perceived by the market. There can be no assurance that the common stock offered hereby is worth the price for which it was offered, and investors may, therefore, lose a portion of, or their entire, investment.

17.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

We do not have a committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (90,000,000) shares but unissued (73,729,500) shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material.

18.

The aggregate proceeds of the direct public offering are not much more than the costs of the direct public offering, so the Company did not receive much of economic benefit from the completion of the direct public offering.

The maximum aggregate proceeds of the direct public offering ($75,000) were more than the costs to complete the direct public offering ($35,000). We initially estimated the offering costs; actual costs could have significantly higher through delays and other conditions that were out of our control. Despite the successful completion of the direct public offering and cost controls put in place we received little financial benefit from the completion of the direct public offering.

19.

The interests of shareholders may be hurt because we can issue shares to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our company.

Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of the company.

20.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability.

Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective only and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification”.

We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce market and price for our shares, if such a market ever develops.

21.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this ~~report~~Report, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. While we have not contacted a market maker, we will need to contact a market maker to file an application with FINRA on our behalf. This application is done in order to be able to quote the shares of common stock on the OTCBB maintained by FINRA commencing only upon the effectiveness of our registration statement. Market maker selection will be made now that our direct public offering is completed. There can be no assurance that a market maker’s application when filed will be accepted by FINRA, and we cannot accurately estimate as to the period of time that the application will require. We are not permitted to file such application on our behalf, this can only be done by a market maker who is a member of FINRA.

If this application is accepted by FINRA, there can be no assurances as to whether:

	(i)	any market for our shares will develop;
	(ii)	the prices at which our common stock will trade; or
	(iii)	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

If we are able to have our shares of common stock quoted on the OTCBB, we will then try, through a market maker and it’s clearing firm, to become eligible with the Depository Trust Company (“DTC”) in order to permit our shares to trade electronically. Generally, if an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the current realities of the marketplace, means that shares of an issuer will not be traded. Technically the shares of an issuer may be traded manually between accounts, but this takes days, sometimes weeks, and is not a realistic option for issuers. While DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades if an issuers’ securities are going to trade with any volume. There are no assurances that our shares of common stock will ever become DTC-eligible or, if they do how long it will take to accomplish.

In addition, our common stock is unlikely to be followed by financial analysts, and few institutions acting as market makers will act in such capacity for our common stock. These factors could adversely affect the liquidity and trading price of the shares of our common stock. Until the shares of our common stock are fully distributed, and an orderly market develops, if ever, the price at which it trades is likely to fluctuate. Prices for the shares of our common stock will be determined by the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including factors referred to elsewhere, investor perception of the Company and general economic and market conditions. No assurances can be provided that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops will be subject to the penny stock regulations and restrictions.

22.

Any market that develops will be subject to the penny stock regulations and restrictions pertaining to low priced stocks.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA or the other over-the counter markets such as OTCQX, OTCQB or OTC-Pink Current Information trading platforms as maintained by OTCMarkets Group, Inc. (the “OTC Market”). As a result, investors will find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form, sets forth:

	●	the basis on which the broker or dealer made the suitability determination; and
	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

23.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

	●	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	●	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

	●	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;
	●	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	●	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

24.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws.

Currently there is no established public market for the shares of our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of shares of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 11 states which do not offer manual exemptions (or may offer manual exemptions but may not offer one to us if we are considered by them to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

25.

Our board of directors (consisting of one person, our founder and CEO) has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely shareholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of the preferred stock. Our board of directors has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to redemption of the shares, together with a premium, prior to the redemption of the shares of our common stock.

26.

The ability of our founder and CEO to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

As of the date of this report our founder and CEO beneficially owns 62 percent of our equity. Because of his beneficial ownership, our founder, and CEO is in the unique position to elect the board of directors, decide on all matters requiring shareholder approval and determine our policies. The interests of our founder and CEO may differ from the interests of other shareholders, such as with respect to the issuance of new shares, business transactions with or a sale to other companies, selection of additional officers and directors and other significant business decisions. Minority shareholders would have no way of overriding decisions made by our founder and CEO. This level of control may have an adverse impact on the market value of the shares of our common stock because our founder and CEO may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community or may sell sufficient numbers of shares to significantly decrease our price per share.

27.

A significant portion of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended.

A significant portion of our outstanding shares of common stock (10,000,000 of the 16,270,500 shares) are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of one percent of the Company’s outstanding common stock every three months. As a result of the revisions to Rule 144 (effective December 31, 2008) there is no limit on the number of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

All 10,000,000 issued and outstanding shares of the restricted securities are owned by our founder, and CEO, which consists of 6,000,000 and 4,000,000 shares issued for services and tangible and intangible assets which may be sold commencing one year from the date our direct public offering was completed and we remain compliant with our public reporting requirements.

28.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

29.

We are an “emerging growth company” and cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

30.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the Securities and Exchange Commission, the New York and American Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures even though we may be required in the future.

Because none of our directors (currently one person) are independent directors, we do not have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against self-interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the Securities and Exchange Commission that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles. Some of the corporate governance measures have been metered by the JOBS Act.

31.

You may have limited access to information regarding our business because our obligations to file periodic reports with the Securities and Exchange Commission could be automatically suspended under certain circumstances.

As of the effective date of our registration statement we became subject to certain informational requirements of the Exchange Act, as amended and are required to file periodic reports (i.e., annual, quarterly and material events) with the Securities and Exchange Commission which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement became effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement became effective, we will no longer be obligated to file such periodic reports with the Securities and Exchange Commission and access to our business information would then be even more restricted. After this we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the Securities and Exchange Commission pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not “accredited investors” (or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our business and operations will be limited.

For all of the foregoing reasons and others set forth herein, an investment in our securities and any market that may develop in our securities in the future involves a high degree of risk and potential loss of your entire investment.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our office and mailing address is 1035 East Vista Way, Vista, California 92084. This space is currently used by us and one other business that Mr. Dolan operates from this location. The property from which we conduct our operations is rented by Mr. Dolan. Mr. Dolan does not charge us and he pays for all the utilities and maintenance costs required by the facility. There is no written lease agreement and we are under a month-month verbal agreement to use this facility at no cost from Mr. Dolan.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interests.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for our Common Stock

Our common stock is not listed on any established national stock exchange. While our common stock we believe will be quoted on the OTC-Pink Sheet market system, there most likely will be a very limited public market for the shares of our common stock, with little to no trades of our common stock that will take place in any given time. Any quotations reflect interdealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Shareholders of Record

As of ~~February~~April 1226, 2024, an aggregate of 16,270,500 shares of our common stock were issued and outstanding and owned by 29 shareholders of record.

Recent Sales of Unregistered Securities

~~The Company issued 70,500 shares of its common stock at an average price of $0~~None.~~10 per share to 8 individual investors.~~

Repurchase of Equity Securities

We have no current plans, programs or other arrangements in regard to repurchases of our common stock beyond the one million three hundred thousand shares of common stock that occurred in or around September 2020.

Dividends

We have not since March 27, 2017 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors (the “Board” or the “Board of Directors”) and will depend upon our results of operations, financial condition, tax laws and other factors as the Board, in its discretion, deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Use of Proceeds from the Sale of Registered Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting companies under Article 8 Regulation S-X.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statements: Statements about our future expectations are “forward-looking statements” and are not guarantees of future performance. When used herein, the words “may,” “will,” “should,” “anticipate,” “believe,” “appear,” “intend,” “plan,” “expect,” “estimate,” “approximate,” and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption “Risk Factors,” in this Report, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. This Annual Report on Form 10-K does not have any statutory safe harbor for this forward-looking statement. We undertake no obligation to update publicly any forward-looking statements.

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this annual report on Form 10-K (the “Financial Statements” or “Report”). These financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this ~~report~~Report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.

Operations

We were incorporated on March 27, 2017 and soon thereafter acquired our business plan from our founder and CEO, Mr. Robert Dolan. Most of the activity through ~~February~~April 1226, 2024 involved the execution of our business plan, business development, technical engineering and design of the GPod grow-system and associated services, along with an emphasis on low-cost production of modular components and configurations, and of course the preparation of the Company’s financial statements and other financial information as well as our corporate governance efforts in anticipation of our completed direct public offering.

We are a development stage business and have very limited financial resources. We have not established a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain as a going concern. An investor or financial statement reader should read our Risk Factors in full.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our business(s) or support services to meet our obligations on a timely basis. The Company has not yet acquired or internally developed a ready for market product or service utilizing our environmental growing system. We may not be able to acquire or internally develop any product or services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire new products or services, we must be able to secure financing, this includes beyond just the net proceeds of the completed direct public offering. In the early stages of operations, we will continue to maintain or keep our costs to a minimum. The cost to develop the business plan as currently outlined may very well be in excess of $250,000. We have no established source of funds to undertake the business plan as currently outlined. Until we obtain the necessary funding, if ever, we will continue to keep our operating costs as low as possible. Our founder and CEO will provide a substantial amount of the work without any cash compensation. This methodology would certainly result in extending our development stage for at least two to five years. If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Business

There is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the capital necessary. If we do, services could be ready within three to six months following that the necessary funds have been secured by us. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence for at least 18 months, if ever.

We are building a company that provides turn-key stand-alone grow modules intended to fit in a standard size garage. We are developing an environmentally sound, cost-efficient optimized grow-system (“optimized growing system”) that provides customization of the GPod layout with interchangeable modules to match the growers’ needs. Our optimized growing system will enable consumers to modify and enhance their GPod layout to create custom environments with modifications such as thicker/thinner insulated walls, automated growing systems (i.e. hydroponic and aeroponic based), environmental controls (heating/cooling/humidity/arid), flood trays, drip systems, and lighting choices (LED, incandescent, infrared, ultraviolet, etc.). The user will have access to the latest technological advancements and trends in the horticultural world, while staying well within the guidelines of organic growing as currently understood.

Our optimized growing system will provide users with what we believe to be a comprehensive approach to custom organic gardening in the urban environment. We believe this approach will provide an experience in organic gardening that will become the new way to capture would-be home gardeners by providing a turnkey garage sized GPod. This ready-to-go system will offer an immediate sense of satisfaction from the GPod gardener. The immediate ability to start growing your own vegetables with only a minimal effort by the gardener combined with the net results of incredible organic fruits and vegetables will make the GPod provide the urban gardener self-sufficiency for their family and friends. We believe this new concept in gardening using the GPod grow-system will provide maximum yield per square foot. We have created a system that is easy to operate and is so simple that it promotes creativity. This approach will additionally help us in creating long-lasting return customers and create new relationships.

Our business operations will be comprised of two distinct segments:

	a)	GPod sales of modular organic systems for micro-farming consumers; and
	b)	Support services for the micro-farming consumer

We developed our optimized growing system utilizing internal resources, our founder’s vast knowledge and assistance from a reputable design and engineering firm with experience in project development like this. We have not yet formalized any relationships with manufacturers of our product or ancillary components that we intend to use. The Company intends to seek the help of outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to pursue this strategy with further financing and hire an in-house web design and support group. To date no commercial website or services have been developed through these efforts. The Company believes our customers will primarily come from social media, SEO (search engine optimized) advertising, word of mouth, trade shows and conventions.

With a goal of building mobile farming systems that provide the customer’ the ability to meet their food needs. GPods has developed an aeroponic system that cuts down on time, water-use, energy-use, and cost reduction, while boosting production and to promote healthier foods. The vertical farming system allows the operator to grow up to three times more produce in a given area than conventional hydroponic growing systems. This system is designed to reduce water usage by 50% compared to conventional hydroponic methods.

The GPod system uses an innovative technology to grow a wide variety of plants, including vine plants, root plants, flowers, and greens. The vertical aeroponic system – meaning plants are grown without soil by exposing roots to mineral nutrient spray solutions in a water solvent – aims to reduce expenses associated with energy, water, space, and labor. While hydroponics technology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics systems are expected to show rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.

The GPod vertical is comprised of one reservoir, one water pump, and multiple rows of 2-inch square holes to which the seedling inserts are affixed. The spray of nutrient-rich water feeds the plants efficiently and provide cost saving by using less water and food. The rows are spaced to reduce the size requirements for water, and energy usage but are fully accessible for harvesting from the ground. While hydroponics technology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics are expected to show rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.

With a goal of building mobile farm systems that provide customers the ability to meet their food production needs, GPods believes that it has developed an aeroponic system that cuts down on time, water, and energy use, and reduces costs, while boosting production and to promote healthier foods. Its vertical farming system allows the operator the ability to grow up to three times more produce in a given area than conventional hydroponic growing systems. The system is designed to reduce water usage by about 50% compared to conventional hydroponic methods.

Our plan to continue as a going concern is to reach the point where we begin generating revenues from our environmentally optimized growing system business(s) or services (complimentary to the grow-system) to meet our obligations on a timely basis. The Company has not yet acquired or fully developed any of its intended services. We may not be able to acquire or internally develop any of its intended services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any of its intended services, we must be able to secure the necessary financing, beyond just the proceeds of the completed direct public offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $250,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at least two to three years.

We believe that our environmentally optimized growing system division (once developed, if at all) may begin to generate revenues earlier than the corporate direct sales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Industry Overview

Aspiring urban organic growers who are challenged may find history interesting that the modular growing environments were invented by horticultural engineers as early as the 19th century. Famous botanist George Arends saw the need for year-round growing to accomplish the success in his prolific perennials. These controlled environments were expensive and therefore limited in size; therefore, he was always trying to make the limited space available more productive. George Arends (1862-1952) of Ronsdorf, Germany was a prolific breeder of perennials. Best known for his cultivars of False Spirea (Astilbe), with perhaps 95% of those sold today belonging to the arendsii species, he also bred Bergenia, Sedum, Phlox and Campanula. Between 1902 and 1952 Arends introduced over 74 cultivars of Astilbe, with the bronze leaf and red flowered ‘Fanal’ in 1933 the first of its type.

The purist of the organic growing movement initially thought that the highest form of organic growing was achieved outdoors in the soil under the sun; little did they know that the soil, water and other local factors were toxic and not controllable. The GPod creates a pure, clean environment, free of toxic factors, finite, in that the ‘grow’ is starting from scratch with pure materials and a clean environment.

Early development of outdoor greenhouses was embraced for their ability to seize control of nature’s uncontrollable whims. Although embraced for its superiority over standard outdoor farming, it still was lacking some of the base needs in order to be a perennial grower. Green houses were an attempt to bring a semblance of control into farming, pests were rampant, water was at a premium, and toxic chemicals were around every corner, causing issues at every corner. In the 50’s greenhouse growing became mainstream, rows of green houses as far as the eye could see, high yields and low loss continued to encourage the trend. It wasn’t till the late 80’s that consumers started to become more informed, informed of the lack of supervision of what goes into the growth of the food they were eating, the organic movement was born, the consumer started to change his demands, and the market place reacted. Today the organic movement is king, the majority of consumers are well informed, and they demand the strict control of the growth of their consumables.

Based on industry reports, sales of organic food growing hardware and supplies, the industry has seen revenue doubled every three years; outperforming most traditional outdoor commercial gardening relative revenues. In the United States indoor organic gardening may surpass $10 billion per annum. Over the next five years this represents more than $500 million in sales; a significant increase to current spending of controlled indoor growing equipment and other ancillary products. Retail sales we believe have historically served the average organic grower. Our management team believes that the GPod system will revolutionize this relationship by providing the infrastructure at a reasonable cost with supplies arriving on a scheduled as needed basis.

We believe the confluence of a need for organic foods in combination with the recent advances with indoor gardening, cost reduction in startup and online customization of the GPod present an opportunity for us to position our business in introducing a revolutionary product and business model. Garage space planning and design will be changed in future housing to incorporate this new system of growing.

Competitive Focus

We believe the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow-system market which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor organic gardening:

Scalability. We believe our state of-the-art, environmentally optimized grow-system and its varied support by unique GPod design and services will become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated urban gardener.

	2.	“Sticky” Relationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged with our state of-the-art, environmentally optimized grow-system and support services using current and future GPod modules.
	3.	Expertise in Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial growing industry. We will seek to capitalize on that expertise.
	4.	Speed to Implementation. We believe that a fully-developed environmentally optimized grow-system and well thought-out vertical GPod product line, in combination with our manufacturing and distribution system, will provide immediate insight into the usage (and behavior) of our consumer and their micro-farming output and customers’ unique growing needs.

Growth Strategy

Key elements of our growth strategy shall include:

	1.	Core Products. We plan to enhance our core products through user interface and functionality with our optimized growing system as well as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.
	2.	Focus. We intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting social networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.
	3.	Strategic Alliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby reducing our development cost and introducing us to consumers and end-users.
	4.	International Expansion. We intend to expand internationally through partnerships and alliances.

Business Objectives

Our objective is to become a provider of self-contained organic grow modules. We are pursuing the following strategies to achieve this goal:

	a)	Initiating website development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social media campaigns;
	b)	Create a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market our products through social media outlets;
	c)	Identify and develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create highly efficient low-cost production model; and
	d)	High functioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being. GPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that can be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the means to grow, but with the help of GPods they can grow year-round.

GPod products can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends visiting the garage fitted with a GPod products will instantly be won over.

Without additional financing we will not be able to pursue our business plan or our time-line objectives, and the Company may fail. It is our plan to seek additional financing from either equity financing or through debt instruments. Company’s management has, through relationships and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services through the date of this ~~report~~Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.

We currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside designers or sales or marketing firms. We currently do not have any cash or other resources to commence the use of outside service providers. If we do not receive funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO, will continue to provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without consideration while he continues to seek other sources of funding for the Company.

Necessity of Additional Financing

Management believes that if it is successful in raising the necessary funds, of which there can be no assurances, we may generate revenue within the next 12 months. While we hope that we will be successful in these efforts, additional equity or debt financing may not be available to us on acceptable terms or at all, and thus we would fail to satisfy our future cash requirements. As of the date of this Report we have received approximately $6968,000 in loans from our majority shareholder, as well as interest free loans from business associates of our founder in the amount of $~~167~~161,000. We expect these amounts will increase substantially over the next few months as the next phase of operations is rolled out.

Securing additional financing is critical to implementation of our timeline. If and when we obtain the required additional financing, we should be able to take our business plan through the necessary steps. In the event we are unable to raise any additional funds we will not be able to pursue our business plan, and we may fail entirely. We currently have no committed sources of financing besides the verbal commitment from our majority shareholder to provide us with financing in the short term until we are able to obtain reliable sources of financing.

Other

As a corporate policy, we will not incur any financial obligations that we cannot satisfy with identified resources. We believe the perception that many have of a public company is that they are more likely than not that they will accept restricted securities from a public company as consideration for indebtedness than they would from a private company. We have not performed any formal studies of this matter. Our conclusion is based solely on our own observations. There can be no assurances that we will be successful in any of those efforts even if we become a publicly traded company. The issuance of restricted shares will dilute the ownership interests of our current stockholders.

Results of Operations for the twelve-month period ended March 31, ~~2023~~2024 compared to the twelve-month period ended March 31, ~~2022~~2023

	For the year ended March 31, 2023			For the year ended March 31, 2022
	For the year ended March 31, 2024			For the year ended March 31, 2023
Expenses:
Officer compensation and wage expense – related party	$	5360,~~500~~000		$	6053,~~000~~500
Consulting expense		~~109~~134,750			13109,~~000~~750
Legal and accounting expense		1829,~~000~~250			-18,000
Software development and consulting expense – related party		815,~~000~~400			98,~~800~~000
Administration expense and other		28,~~589~~940			62,~~116~~589
Impairment of long-lived assets		261,303			-261,303
(Loss) before provision for income tax		(~~453~~248,~~142~~340	)		(88453,~~916~~142	)
Provision for income tax		800			800
Net loss	$	(~~453~~249,~~942~~140	)	$	(89453,~~716~~942	)
Basic and diluted loss per share	$	(0.0302	)	$	(0.0103	)
Weighted average common shares outstanding - basic and diluted		16,~~230~~270,~~000~~500			16,~~200~~230,000

Expenses

Expenses for the twelve-month period ended March 31, ~~2023~~2024 compared to the twelve-month period ended March 31, ~~2022~~2023 were $~~453~~248,~~142~~340 and $88453,~~916~~142, respectively. Expenses ~~increased~~decreased year over year by $~~364~~204,~~226~~802 or ana ~~increase~~decrease of ~~409~~45.62%. The primary reason for this is we began preparing in our efforts to be compliant in our regulatory efforts as well as increasing business operations as well asin the prior twelve-month period we impaired the entire value of our Proto-Pod prototypes, which was over $260,000. While we wrote off or impaired the entire value of the project, we believe that we can still utilize the dismantled pieces for other projects or development ideas, such as our self-contained mobile unit utilizing a Sprinter-type van. Our CEO has made significant progress on downsizing the original GPod to be all-in a Sprinter-type van that is more mobile than before.

Officer’s compensation - related party was $5360,~~500~~000 for the twelve-month period ended March 31, ~~2023~~2024 compared to $6053,~~000~~500 for the twelve-month period ended March 31, ~~2022~~2023. Officer compensation expense – related party remained static year over year except for the $6,500 in accrued compensation that was written off in the twelve-month period ended March 31, 2023. The Company is currently in discussions with Mr. Dolan, its CEO to either convert most of the amounts owed to him into equity of the Company or forgive most if not all of the accrued related party compensation owed to him over the next twelve months. The Company upon inception (March 27, 2017) entered into a formal employment agreement with its founder, Mr. Dolan, providing for a $5,000 a month payable. This formal employment agreement was administratively terminated on February 29, 2019.

Consulting expenses were $~~109~~134,750 for the twelve-month period ended March 31, ~~2023~~2024 compared to $13109,~~500~~750 for the twelve-month period ended March 31, ~~2022~~ 2023. Consulting expense increased year over year by $~~500~~25,000 or aan ~~decrease~~increase of 322.78%. ~~Consulting expenses increased comparative period over comparative period by $32,000.~~ The primary reason for this is we retained outside professionals to assist us with operational and other business type consulting services, in preparation for our financial reporting and other regulatory needs that have been left unattended, along with process controls and other best practices if we are to self-manufacture our GPod product.

Legal and accounting expenses were $1829,~~000~~250 for the twelve-month period ended March 31, ~~2023~~2024 compared to $018,000 for the twelve-month period ended March 31, ~~2022~~2023. Legal and accounting expenses increased comparative period over comparative period by $187,~~000.~~250 ~~The~~or ~~primary reason~~an ~~for~~increase ~~this is we retained our PCAOB audit firm, Gillespie & Associates, PLLC, in advance~~ of ~~the preparation of our~~ financial reporting and other regulatory needs that have been left unattended, this payment was considered as partial payment for the missing periods which consisted of March 31, 2020 through the date of payment40. ~~The Company has taken the position that the partial payment is not considered prepayment but sunk costs for its audit fees for the periods missing~~2%.

Software development and consulting expense – related party incurred in connection with our new environmentally optimized growing system was $815,~~000~~400 for the twelve-month period ended March 31, ~~2023~~2024 compared to $98,~~800~~000 for the twelve-month period ended March 31, ~~2022~~2023. Software development and consulting expense – related party ~~decreased~~increased year over year by $17,~~800~~400 or aan ~~decrease~~increase of 1892.45%. The primary reason for this is we were able to capitalize more costs associated with our internally developed software, which has been included on our balance sheet as of March 31, ~~2023~~2024. The remaining costs or services are considered not able to be capitalized for accounting purposes therefore we expense them immediately in the period incurred.

Administrative costs and other expense were $28,~~589~~940 for the twelve-month period ended March 31, ~~2023~~2024 compared to $62,~~116~~589 for the twelve-month period ended March 31, ~~2022~~2023. Administrative costs and other expense decreased year over year by $36,~~527~~351 or an increase of 57245.73%. The Company during the twelve-month period ended March 31, ~~2022~~2023 wrote off $5,000 in payments made to its prior auditor that were recorded as prepaid expense. Since the ability to collect the prepaid amount was nil, the Company expensed this amount as other expense at the time.

Impairment of long-lived assets was $261,303 for the twelve-month period ended March 31, 2023. We consider this hopefully a one-time expense for the Company and will not experience this type of expense on a yearly basis. Management of the Company determined through a thorough analysis and review that the Proto-Pod was impaired. It was determined that certain events and changes in circumstances surrounding the Proto-Pod’s direction and that its carrying value may not be recoverable. The Company and its management dismantled the Proto-Pod and all of its components, and placed the components in storage to be used for other projects or variations associated with the Proto-Pod. Management impaired the total value of its Proto-Pod as of March 31, 2023. Total reserve for impairment as of March 31, ~~2023~~2024 and March 31, 2023 was $0 and $261,303, respectively. Reserve for impairment is netted against the Proto-Pod.

Loss before provision for income taxes

Loss before provision for incomes taxes for the twelve-month period ended March 31, ~~2023~~2024 compared to the twelve-month period ended March 31, ~~2022~~2023 was $~~453~~249,~~942~~140 and $88453,~~916~~942, respectively. We recorded no provision for federal income taxes. We have not generated any revenues to date. Provision for income taxes is specific to the California minimum franchise tax due annually. Weighted average common shares outstanding was 16,~~230~~270,~~000~~500 for the twelve-month period ended March 31, ~~2023~~2024 compared to 16,~~200~~230,000 for the twelve-month period ended March 31, ~~2022~~2023. Basic and diluted loss per share for the twelve-month period ended March 31, ~~2023~~2024 compared to the twelve-month period ended March 31, ~~2022~~2023 was $0.0302 and $0.0103, respectively.

Liquidity

We paid all costs related to our direct public offering. These expenses were paid as necessary. Absent the ability to pay these amounts in full and our expected public reporting costs and other needs we may need to seek financial assistance from shareholders or non-affiliated parties of the Company and its founder who may agree to loan us capital. To the extent that such liabilities cannot be extended or satisfied in other ways we may seek outside financing or loans from financial institutions or other funding sources. If and when secured, these loans most likely will be evidenced by interest-bearing secured and unsecured notes treated as loans until repaid, if and when the Company has the ability to do so. No formal written arrangement exists with respect to anyone’s commitment to loan us funds for these purpose or others. Our current funding sources have provided us unsecured notes payable with non-interest bearing and due upon demand terms. We believe these to be favorable because of the relationship of our founder with these lenders.

Since acquiring the business plan, most of our resources and work have been devoted to executing our business plan, limited technical design and drawing, testing and mock-up of our interchangeable modules to be used with our intended product, implementing systems and controls, and completing our registration statement. When our registration statement was complete, we began to refocus our work on product and service offerings as well as push forward with the development of our intellectual property surrounding our new environmentally optimized growing system. We believe the research and development work needed to further complete our product development, attract designers, and initiate marketing plans, including the development of a saleable product, will range between $200,000 and $250,000. This includes the use of outside contractors and experts and the services of our founder, Mr. Dolan. If we are able to secure the necessary funding to outsource these steps, of which there can be no assurance, we believe that we can execute a proper launch of our product and services to the consumer. If we are only able to use internal resources (primarily consisting of services of our founder, and CEO), the process may take much longer and our launch may be limited to a much smaller market. If we are unable to raise sufficient financing, development costs would have to come from our founder and CEO (to the extent that he is capable and willing to provide such additional financing). While we have engaged the services of several outside consultants on an as “needed basis” their assistance is rather limited and based on our financial capabilities and commitment. Our goal is for us to be able to have a saleable product, several robust sales channels and an e-commerce presence in six to twelve months from this date. There is no way of estimating the likelihood of reaching that goal.

Private capital will continue to be solicited from associates of our founder and CEO or through private investors referred to us by those same associates. To date, we have not sought out any larger funding sources other than associates of Mr. Dolan, nor have we authorized any person or entity to seek out funding on our behalf. If a market for our securities ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees, consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds needed to complete the development of our product and the stages as outlined above.

We embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a publicly traded entity, subject to the reporting requirements of the Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate these costs to be in excess of $100,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 (as we are not subject to the full reporting requirements of Section 404 until we exceed $75 million in market capitalization or we decide to opt-out of the “emerging growth company” as defined under the JOBS Act). This exemption is only available to us under the JOBS Act or until we have been public for more than five years. These obligations we believe reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase the ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us (i.e. issuance of restricted shares of our common stock), although there can be no assurances that we will be successful in any of those efforts. We will reduce compensation paid to management (if and when we do compensate management) if there is insufficient cash generated from operations to satisfy these costs.

We do not have any current plans to raise capital through the sale of securities except as described herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs and advice that we have received from finance and market professionals. Issuing shares of common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having shares of our common stock may also give a person a greater feeling of identity with us which may result in increased referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management. GPODS, INC. may offer shares of its common stock to settle a portion of the professional fees incurred. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares as settlement of obligations due them.

As of March 31, ~~2023~~2024, we owed approximately $1,~~400~~600,000 (of which a sizeable amount is owed to related parties) in connection with product development costs incurred, consulting services and other expenses. We have not entered into any formal agreements or agreements, written or oral, with any vendors or others for payment of services or expenses that cannot be deferred. There are no other significant liabilities due as of March 31, ~~2023~~2024. As of March 31, ~~2023~~2024, we owed approximately $6968,000 in connection with two (2) interest-free demand loans from two (2) related parties, Mr. Dolan and Mr. Fry. As of March 31, ~~2023~~2024, we owed approximately $~~124~~161,000 from three (3) non-affiliated parties. The proceeds of loans (both related party and non-related party) and our direct public offering were used for working capital. We repaid several loans prior to our direct public offering being completed. These funds came from other non-affiliated parties. Our cash position was approximately $71,~~400~~700 at March 31, ~~2023~~2024.

Recently Issued Accounting Pronouncements

The Company evaluated recent accounting pronouncements through March 31, ~~2023~~2024 and believes there are none that have a material effect on the Company’s financial statements except for the following.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and early adoption is permitted. The Company early adopted ASU 2020-06 during the year ended March 31, 2022 and it did not have a material effect on the financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2021-04 during the year ended March 31, 2022 and it did not have a material effect on the financial statements.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. Current GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in ASU 2022-01 allow 3 non-prepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and non-prepayable financial assets, thereby allowing consistent accounting for similar hedges.

The amendments in ASU 2022-01 clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers as follows:

	1.	An entity is required to maintain basis adjustments in an existing hedge on a closed portfolio basis (that is, not allocated to individual assets).

	2.	An entity is required to immediately recognize and present the basis adjustment associated with the amount of the de-designated layer that was breached in interest income. In addition, an entity is required to disclose that amount and the circumstances that led to the breach.

	3.	An entity is required to disclose the total amount of the basis adjustments in existing hedges as a reconciling amount if other areas of GAAP require the disaggregated disclosure of the amortized cost basis of assets included in the closed portfolio.

	4.	An entity is prohibited from considering basis adjustments in an existing hedge when determining credit losses.

For public business entities, amendments in ASU 2022-01 are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU 2022-01 for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. If an entity adopts the amendments in an interim period, the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption (that is, the initial application date). The Company early adopted ASU 2022-01 during the three months ended June 30, 2022 and it did not have a material effect on the financial statements.

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical: (a) if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made; and (b) if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this ~~report~~Report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

We have not generated any revenues, so we have no direct experience with seasonality for our business. We do not expect that our planned business operations as currently outlined will be affected by seasonality.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GPODS, INC.

MARCH 31, ~~2023~~2024

INDEX TO FINANCIAL STATEMENTS

Contents		Page(s)
Reports of Independent Registered Public Accounting Firm		F-1
Balance Sheets at March 31, 2023 and 2022		F-2
Balance Sheets at March 31, 2024 and 2023		F-2
Statement of Operations for the Years Ended March 31, 2023 and 2022		F-3
Statement of Operations for the Years Ended March 31, 2024 and 2023		F-3
Statement of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2023 and 2022		F-4
Statement of Stockholders’ Equity (Deficit) for the Years Ended March 31, 2024 and 2023		F-4
Statement of Cash Flows for the Years Ended March 31, 2023 and 2022		F-5
Statement of Cash Flows for the Years Ended March 31, 2024 and 2023		F-5
Notes to the Financial Statements		F-6

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

VANCOUVER, WA 98666

206.353.5736

Report of Independent Registered Public Accounting Firm

To the Shareholders & Board of Directors

GPods, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GPods, Inc. as of March 31, ~~2023~~2024 and ~~2022~~2023 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2023~~2024 and ~~2022~~2023 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 of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. 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 audits 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 audit, 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 audits 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/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2022.

PCAOB ID: 6108

Vancouver, Washington

~~February 7~~April 24, 2024

F-1

GPODS, INC.

BALANCE SHEETS

	March 31, 2023			March 31, 2022
	March 31, 2024			March 31, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	71,~~429~~708		$	17,~~658~~429
Prepaid expense		-			~~455~~-
Total Current Assets		71,~~429~~708			27,~~113~~429
Intangible asset		-			-
OTHER ASSETS:
Proto-Pod capitalized costs, net of impairment reserve of $261,303 and $0 at March 31, 2023 and March 31, 2022, respectively		-			252,292
Proto-Pod capitalized costs, net of impairment reserve of $261,303 and $261,303 at March 31, 2024 and March 31, 2023, respectively		-			-
Internal use software		90105,~~200~~600			8290,200
Total Other Assets		90105,~~200~~600			~~334~~90,~~492~~200
TOTAL ASSETS	$	97107,~~629~~308		$	~~336~~97,~~605~~629
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other accrued expense	$	~~545~~680,~~300~~850		$	~~431~~545,~~150~~300
Related party accounts payable (see Note 4)		~~308~~339,~~800~~600			~~292~~308,800
Related party accrued compensation expense (see Note 4)		~~365~~425,000			~~311~~365,~~500~~000
Related party loans and notes payable (see Note 4)		6968,~~093~~043			6369,~~658~~093
Notes payable		~~123~~161,~~516~~535			~~104~~123,~~685~~516
Investor stock payable		138,~~000~~500			13,000
TOTAL LIABILITIES		1,~~424~~683,~~709~~528			1,~~216~~424,~~793~~709
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.001 par value; 90,000,000 shares authorized; 16,270,500 and 16,200,000 issued and outstanding at March 31, 2023 and March 31, 2022, respectively		16,271			16,200
Common stock, $0.001 par value; 90,000,000 shares authorized; 16,270,500 and 16,270,500 issued and outstanding at March 31, 2024 and March 31, 2023, respectively		16,271			16,271
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Additional paid in capital		31,520			2431,~~541~~520
Accumulated deficit		(1,~~374~~624,~~871~~011	)		(~~920~~1,~~929~~374,871	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1,~~327~~576,~~080~~220	)		(~~880~~1,~~188~~327,080	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	97107,~~629~~308		$	~~336~~97,~~605~~629

SEE NOTES TO FINANCIAL STATEMENTS

F-2

GPODS, INC.

STATEMENTS OF OPERATIONS

	For the year ended March 31, 2023			For the year ended March 31, 2022
	For the year ended March 31, 2024			For the year ended March 31, 2023
Expenses:
Officer compensation and wage expense – related party	$	5360,~~500~~000		$	6053,~~000~~500
Consulting expense		~~109~~134,750			13109,~~000~~750
Legal and accounting expense		1829,~~000~~250			-18,000
Software development expense – related party		815,~~000~~400			98,~~800~~000
Administrative expense and other		28,~~589~~940			62,~~116~~589
Impairment of long-lived assets		~~261,303~~-			-261,303
Total expenses		~~453~~248,~~142~~340			88453,~~916~~142
Loss before income tax		(~~453~~248,~~142~~340	)		(88453,~~916~~142	)
Provision for income tax		800			800
Net loss	$	(~~453~~249,~~942~~140	)	$	(89453,~~716~~942	)
Basic and diluted loss per share	$	(0.0302	)	$	(0.0103	)
Weighted average common shares outstanding - basic and diluted		16,~~230~~270,~~000~~500			16,~~200~~230,000

SEE NOTES TO FINANCIAL STATEMENTS

F-3

GPODS, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balance – March 31, 2021		16,200,000	$	16,200	$	24,541	$	(831,213	)	$	(790,472	)
Balance – March 31, 2022		16,200,000	$	16,200	$	24,541	$	(920,929	)	$	(880,188	)
Net loss – for the twelve months ended March 31, 2022		-		-		-		(89,716	)		(89,716	)
Issuance of 70,500 shares of common stock, $0.001 par value, at $0.10/share		70,500		71		6,979		-			7,050
Balance – March 31, 2022		16,200,000		16,200		24,541		(920,929	)		(880,188	)
Balance, value		16,200,000		16,200		24,541		(920,929	)		(880,188	)
Issuance of 70,500 shares of common stock for cash, $0.001 par value, at $0.10/share		70,500		71		6,979		-			7,050
Net loss – for the twelve months ended March 31, 2023		-		-		-		(453,942	)		(453,942	)
Net loss		-		-		-		(453,942	)		(453,942	)
Balance – March 31, 2023		16,270,500		16,271		31,520		(1,374,871	)		(1,327,080	)
Balance – March 31, 2023		16,270,500	$	16,271	$	31,520	$	(1,374,871	)	$	(1,327,080	)
Balance		16,270,500		16,271		31,520		(1,374,871	)		(1,327,080	)
Balance, value		16,270,500	$	16,271	$	31,520	$	(1,374,871	)	$	(1,327,080	)
Net loss – for the twelve months ended March 31, 2024		-		-		-		(249,140	)		(249,140	)
Net loss		-		-		-		(249,140	)		(249,140	)
Balance – March 31, 2024		16,270,500	$	16,271	$	31,520	$	(1,624,011	)	$	(1,576,220	)
Balance		16,270,500	$	16,271	$	31,520	$	(1,624,011	)	$	(1,576,220	)

SEE NOTES TO FINANCIAL STATEMENTS

F-4

GPODS, INC.

STATEMENT OF CASH FLOWS

	For the year ended March 31, 2023			For the year ended March 31, 2022
	For the year ended March 31, 2024			For the year ended March 31, 2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(~~453~~249,~~942~~140	)	$	(89453,~~716~~942	)
Impairment of long-lived assets		~~261,303~~-			-261,303
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in prepaid expense		~~455~~-			~~5,000~~455
Change in accounts payable and accrued expense - other		~~110~~135,~~549~~550			13110,~~800~~549
Change in accounts payable – related party		815,~~000~~400			98,~~800~~000
Change in accrued expense – related party		5360,~~500~~000			6053,~~000~~500
Net Cash (Used in) Operating Activities		(20,135	)		(1,116	)
Change in investor payable		(4,500	)		-
Net Cash (Used in) Operating Activities		(42,690	)		(20,135	)
CASH FLOW FROM INVESTING ACTIVITIES
Capitalized internal use software – related party		-			-
Capitalized proto-pod costs – related party		~~(5,411~~-	)		(~~279~~5,411	)
Net Cash (Used in) Investing Activities		~~(5,411~~-	)		(~~279~~5,411	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		7,050			-
Proceeds from sale of common stock		-			7,050
Loan proceeds – notes payable		18,831			-
Loan proceeds – non-related party		38,019			18,831
Loan payments – related party		-			-
Loan payments - related party		(1,050	)		-
Loan proceeds – related party		5,436			1,239
Loan proceeds - related party		-			5,436
Net Cash Provided by Financing Activities		31,317			1,239
Loan proceeds		-			5,436
CHANGE IN CASH		5,771			(156	)
Net Cash Provided by Financing Activities		36,969			31,317
CASH AT BEGINNING OF PERIOD		1,658			1,814
CHANGE IN CASH		(5,721	)		5,771	)
CASH AT END OF PERIOD	$	7,429		$	1,658
CASH AT BEGINNING OF PERIOD		7,429			1,658
CASH AT END OF PERIOD	$	1,708		$	7,429
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Capitalized services - Proto-pod costs – non-related party	$	~~3,600~~-		$	183,~~000~~600
Capitalized services - Internal use software – related party	$	815,~~000~~400		$	98,~~800~~000

SEE NOTES TO FINANCIAL STATEMENTS

F-5

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, ~~2023~~2024

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The “Company” was incorporated on March 27, 2017 (date of inception) under the laws of the State of Nevada, as GPods, Inc. The Company is headquartered in Southern California and intends on conducting business throughout the continental United States and Canada.

Nature of business

The Company’s business is to provide customers with storage and organization solutions through an assortment of innovative products and unparalleled customer service. The Company will offer its products directly to customers including business-to-business customers, through an e-commerce website and/or call center operations. We provide a self-contained grow-pod solution that streamlines the start-up process and begins generating revenue for the customer in as little time as possible. The GPod system will be designed for ease of operation, allowing customers of all backgrounds and philosophies to immediately start growing quality specialty crops, specifically leafy crops, including many varieties of herbs and spices.

Year end

The Company’s year-end is March 31.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Inventory

Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts.

Revenue recognition

The Company recognizes revenue in accordance with the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Codification (“ASC”) ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company will recognize revenue during the month in which products are shipped or fees are earned.

Advertising costs

Advertising costs are anticipated to be expensed as incurred; however, no advertising costs were incurred for the year ended March 31, ~~2023~~2024 or March 31, ~~2022~~2023.

Fair value of financial instruments

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

F-6

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

Financial instruments consist primarily of cash, prepaid expense, accounts payable and accrued expenses, and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

Stock-based compensation

The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Company’s common stock and recognized as expense during the period in which services are provided.

Earnings per share

Earnings (loss) per share are computed in accordance with ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities, if any, outstanding during the period.

Income taxes

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses.

F-7

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Long-lived assets

Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recent accounting standards pronouncements or updates

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2-GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to our recently completed direct public offering. As a result, the Company incurred a net loss for the twelve-month period ended March 31, ~~2023~~2024 of $~~453~~249,~~942~~140 and as of March 31, ~~2023~~2024 had an accumulated deficit of $1,~~374~~624,~~871~~011. The Company as of March 31, ~~2023~~2024 had a negative working capital of $1,~~417~~681,~~280~~820. Additionally, the Company’s activities since inception have been sustained through debt and the long-term deferral of payments to vendors and others.

The Company intends to raise additional capital (beyond its public offering) through the sale of equity securities, an offering of debt securities, or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms. Management believes that its actions to secure additional funding will likely provide the Company the opportunity to continue as a going concern. There is no guarantee the Company will be successful in achieving any of these objectives. These sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above.

The ability of the Company to continue as a going concern is dependent upon management’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3-INTANGIBLE ASSETS AND CAPITALIZED COSTS

Intangible Asset

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment.

F-8

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 3-INTANGIBLE ASSETS AND CAPITALIZED COSTS (CONTINUED)

On April 20, 2017 the Company acquired certain assets from our founder which consisted of a business plan, manufacturing design and schematics, building materials and other items that will be used in creating our prototype and Proto-Pod system to be used and sold through its operations. Total value attributable to the intangible assets purchased by the Company was $8,000.

For the twelve months ended March 31, ~~2023~~2024 and ~~2022~~2023 we recognized $0 and $0 in amortization expense, respectively. We amortize these intangible assets over a period of twenty-four (24) months which has been deemed their useful life. These intangible assets were fully amortized as of June 30, 2019.

Proto-Pod Capitalized Costs and Internal Use Software

The Company defines a capital expenditure as a purchase or payment that provides a future benefit to the business and increases the value of fixed asset or intangible asset and its value. The benefit to the business must exceed two years and the minimum capitalization threshold varies. Capital is a limited company resource from which spending should result in increased value to the business, as generally demonstrated by increased revenue, revenue protection, or increased efficiencies. Effective allocation of the Company’s limited capital resources needs to be performed to maximize benefit, and timely reporting and monitoring of capital spending is imperative.

The Company determined that certain expenditures paid to certain service providers should be capitalized for accounting purposes. Upon the asset being placed in service the appropriate depreciation or amortization of the asset should begin. The Company determined through detailed analysis and review with its related party service provider (see Note 4-Related Party Notes Payable and Other Related Party Transactions) DLE Consulting (“DLE”) that costs incurred by the Company from DLE’s professional services and its intimate involvement in the development and construction, design and modifications to the Proto-Pod should be capitalized. The Company analyzes the expenditures on a monthly basis to expense or capitalize. For the years ended March 31, ~~2023~~2024 and March 31, ~~2022~~2023, the Company capitalized design costs of $~~9,011~~0 and $189,~~279~~011, respectively. The balances at March 31, ~~2023~~2024 and March 31, ~~2022~~2023 for the Company’s Proto-Pod ~~Capitalized~~ Capitalized Costs were $0 and $~~252~~0,~~292,~~ respectively.

The Company determined through analysis and review with its related party service provider (see Note 4-Related Party Notes Payable and Other Related Party Transactions) W270 Systems, SA (“W270 Systems”) that a portion of costs incurred by the Company from W270 Systems’ and its work on our internal use software to be utilized in the Proto-Pod development and its use by the Company to analyze information obtained from various sources to expand on the Proto-Pod services. W270 Systems devotes approximately 50% to 60% of its professional time to our varied smart-phone applications that are expected to be offered by the Company in the near future, and 40% to 50% of its professional time for our in-house use software that will not be made available to the public. The Company analyzes the expenditures on a monthly basis to expense or capitalize. For the years ended March 31, ~~2023~~2024 and March 31, ~~2022~~2023, the Company capitalized internal use software costs of $815,~~000~~400 and $98,~~800~~000, respectively. The balances at March 31, ~~2023~~2024 and March 31, ~~2022~~2023 for Company’s Internal Use Software were $90105,~~200~~600 and $8290,200, respectively.

NOTE 4-RELATED PARTY NOTES PAYABLE AND OTHER RELATED PARTY TRANSACTIONS

The Company recorded compensation expense to its related party of $53,500 and $60,000 for twelve-month periods ended March 31, 2023 and 2022, respectively. The Company employed its founder under an employment agreement which started on March 31, 2017 and provided for a salary of $5,000 per month for the first twelve (12) months, and on March 1st, 2018 increased to $5,500 per month for the next twelve (12) months. This employment agreement administratively terminated on February 28, 2019, both the related party and the Company agreed to limit the annual salary to $60,000 per year or $5,000 per month. The Company during the twelve-month period ended wrote-off $6,500 in accrued compensation payable per its agreement with our founder. Accrued compensation payable of $365,000 and $311,500 is due and payable as of March 31, 2023 and March 31, 2022, respectively.

On December 31, 2017, the Company executed a promissory note with its related party, Mr. Robert Dolan, Chief Executive Officer of the Company in the amount of $6,000. The unsecured note payable bears interest at 0% per annum and is due upon demand. The outstanding balance for the related party promissory note(s) due to Mr. Dolan as of March 31, 2023 and 2022 was $69,043 and $63,633 respectively. During the year ended March 31, 2021 the Company borrowed additional monies from an investor who became a shareholder in the Company through its direct public offering. This amount was negligible and has amounted to $50 as of March 31, 2023 owing to this shareholder. As of March 31, 2023 total related party promissory notes was $69,093 which contains Mr. Dolans related party note balance of $69,043 and $50 owed to Mr. Wesley Fry. Mr. Fry’s unsecured note payable bears interest at 0% per annum and is due upon demand. The Company used these related party funds for working capital purposes and for the development of its proto-type GPods solution which it has capitalized for each period presented.

F-9

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 4-RELATED PARTY NOTES PAYABLE AND OTHER RELATED PARTY TRANSACTIONS

The Company recorded compensation expense to its related party of $60,000 and $53,500 for twelve-month periods ended March 31, 2024 and 2023, respectively. The Company employed its founder under an employment agreement which started on March 31, 2017 and provided for a salary of $5,000 per month for the first twelve (12) months, and on March 1^st, 2018 increased to $5,500 per month for the next twelve (12) months. This employment agreement administratively terminated on February 28, 2019, both the related party and the Company agreed to limit the annual salary to $60,000 per year or $5,000 per month. The Company during the twelve-month period ended wrote-off $6,500 in accrued compensation payable per its agreement with our founder. Accrued compensation payable of $425,000 and $365,000 is due and payable as of March 31, 2024 and March 31, 2023, respectively.

On December 31, 2017, the Company executed a promissory note with its related party, Mr. Robert Dolan, Chief Executive Officer of the Company in the amount of $6,000. The unsecured note payable bears interest at 0% per annum and is due upon demand. The outstanding balance for the related party promissory note(s) due to Mr. Dolan as of March 31, 2024 and 2023 was $68,043 and $69,043 respectively. During the year ended March 31, 2021 the Company borrowed additional monies from an investor who became a shareholder in the Company through its direct public offering. This amount was negligible and amounted to $50 as of March 31, 2024 owing to this shareholder. As of March 31, 2024 total related party promissory notes was $68,043 which contains Mr. Dolans related party note balance of $68,043 and $0 owed to Mr. Wesley Fry. Mr. Fry’s unsecured note payable bore interest at 0% per annum and was due upon demand. Mr. Fry’s total ownership is less than 5% in the Company’s common stock. The Company used these related party funds for working capital purposes and for the development of its proto-type GPods solution which it has capitalized for each period presented.

The Company and its board of directors are in discussion to obtain settlement of the related party notes payable and accrued compensation due to related party at the same offering price and terms that the Company is currently seeking with its most recent capital raise. No definitive agreement has been entered into as of the date of this report.

We had accounts due and owing to a vendor that became a related party during the year ended March 31, 2019 due to their ownership in the Company. The related party, were W270 Systems, SA, a Costa Rican corporation, and their principal, Mr. Fry, executed a subscription agreement with the Company and its registered public offering and invested in the Company’s common stock. Mr. Fry received 250,000 shares of common stock of the Company. The related party accounts payable balance for the vendor totaled $308,800 at March 31, 2023 and $292,800 in total at March 31, 2022. For the years ended March 31, 2023 and 2022 the related party accounts payable balances increased by $16,000 and $19,600, respectively.F-10

~~Capitalized Internal use – Software increased during the year ended March 31~~GPODS, ~~2023 by $8,000. As described in Note 3 above the Company capitalizes~~ ~~approximately 50% of the costs incurred to develop its internal use software in accordance with GAAP~~INC. Other costs incurred with respect to this vendor are expensed as incurred; during the year ended March 31, 2023 this amounted to $8,000. For the year ended March 31, 2022 we capitalized internal use –software costs of $9,800 and expensed $9,800 in software development expenses.

~~Capitalized~~NOTES ~~costs~~TO –THE ~~prototype~~FINANCIAL increased during the year ended March 31, 2023 by $9,011. As described in Note 3 above the Company capitalizes approximately 100% of the costs incurred to develop its prototype product in accordance with GAAP. Of the $9,011 in costs capitalized, $3,600 was incurred with respect to the DLE vendor, and $5,411 in costs that our CEO and President, Mr. Dolan had incurred during the year. For the year ended March 31, 2022 we capitalized prototype products costs incurred with respect to the DLE vendor of $18,000 in billings that year.STATEMENTS

MARCH 31, 2024

NOTE 4-RELATED PARTY NOTES PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (CONTINUED)

We had accounts due and owing to a vendor that became a related party during the year ended March 31, 2019 due to their ownership in the Company. The related party, were W270 Systems, SA, a Costa Rican corporation, and their principal, Mr. Fry, executed a subscription agreement with the Company and its registered public offering and invested in the Company’s common stock. Mr. Fry received 250,000 shares of common stock of the Company. The related party accounts payable balance for the vendor totaled $339,600 at March 31, 2024 and $308,800 in total at March 31, 2023. For the years ended March 31, 2024 and 2023 the related party accounts payable balances increased by $30,800 and $16,000, respectively.

Capitalized Internal use – Software increased during the year ended March 31, 2024 by $15,400. As described in Note 3 above the Company capitalizes approximately 50% of the costs incurred to develop its internal use software in accordance with GAAP. Other costs incurred with respect to this vendor are expensed as incurred; during the year ended March 31, 2024 this amounted to $15,400. For the year ended March 31, 2023 we capitalized internal use –software costs of $8,000 and expensed $8,000 in software development expenses.

Capitalized costs – prototype increased during the year ended March 31, 2024 by $0. As described in Note 3 above the Company capitalizes approximately 100% of the costs incurred to develop its prototype product in accordance with GAAP. Of the $0 in costs capitalized, $0 was incurred with respect to the DLE vendor, and $0 in costs that our CEO and President, Mr. Dolan had incurred during the year. For the year ended March 31, 2023 we capitalized prototype products costs incurred with respect to the DLE vendor of $3,600 in billings that year.

The two vendors, one a related party and the other a non-related party have agreed to defer all payments on their accounts payable balances until the Company has secured sufficient financing.

NOTE 5-NOTES PAYABLE AND INVESTOR STOCK PAYABLE

Notes Payable

Unsecured notes payable bear interest at 0% per annum and were due and payable on demand. The Company may from time to time borrow additional funds from these non-affiliated sources on similar terms, if available. The Company used these funds primarily for working capital purposes. These notes payable were made in the ordinary course of business. As of March 31, ~~2023~~2024 and March 31, ~~2022~~2023 the Company had $~~123~~161,~~516~~535 and $~~104~~123,~~685~~516 in outstanding notes payable, respectively.

The Company, during the twelve-month period ended March 31, ~~2023~~2024, received proceeds of $1838,~~831~~019 from two of its notes payable holders. No payments were made during the twelve-month period ended March 31, ~~2023~~2024. The Company, during the twelve-month period ended March 31, ~~2022~~2023, noreceived proceeds of $18,831 and no payments were made to ~~any~~the note payable holders. The Company does not intend on repaying the promissory notes payable in the near future and may seek to convert these notes payable into common stock of the Company.

Investor Stock Payable

During the twelve-month period ended March 31, 2021, the Company in connection with its failure to list on the available exchanges to it made an offer to several of its shareholders to repurchase their shares at the same price that they had originally invested in the Company. The Company received executed agreements from 45 investors to purchase their shares for a total of $13,000 enabling the Company to retire 1,300,000 shares of its common stock.

As of March 31, ~~2023~~2024 and ~~2022~~March 31, 2023 the Company had $138,~~000~~500 and $13,000 in outstanding investor stock payable due to these 45 former shareholders, respectively.

F-1011

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 6-INCOME TAXES

At March 31, ~~2023~~2024, the Company had a net operating loss carryforward of $1,~~374~~624,~~871~~011, which begins to expire in fiscal year ending March 31, 2035. Components of net deferred tax asset, including a valuation allowance, are as follows for March 31, ~~2023~~2024 and ~~2022~~2023:

SCHEDULE OF DEFERRED TAX ASSET

Deferred tax asset:	March 31, ~~2023~~2024			March 31, ~~2022~~2023
Net operating loss carryforward	$	~~288~~341,~~725~~045		$	~~193~~288,~~395~~725
Total deferred tax asset		~~288~~341,~~725~~045			~~193~~288,~~395~~725
Less: Valuation allowance		(~~288~~341,~~725~~045	)		(~~193~~288,~~395~~725	)
Net deferred tax asset	$	-		$	-

Valuation allowance for deferred tax asset as of March 31, ~~2023~~2024 and March 31, ~~2022~~2023 was $~~288~~341,~~725~~045 and $~~193~~288,~~395~~725, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some or all of the deferred tax asset will not be realized. The realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not that our deferred tax asset will not be realized and recorded a 100% valuation allowance for the period.

Reconciliation between statutory rate and the effective tax rate for the twelve-month periods ending March 31, ~~2023~~2024 and March 31, ~~2022~~2023:


Federal statutory rate	(21.0	)%	(21.0	)%
State taxes, net of federal benefit	(0.00	)%	(0.00	)%
Change in valuation allowance	21.0	%	21.0	%
Effective tax rate	0.0	%	0.0	%

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with the majority of tax provision effective after December 31, 2017.

The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS generally for three years after filing with the service.

NOTE 7-SHARE CAPITAL

The Company is authorized to issue 90,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock.

F-1112

GPODS, INC.

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 7-SHARE CAPITAL (CONTINUED)

Common stock

On March 27, 2017, the Company issued to its founder, 6,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services provided. On April 20, 2017, the Company issued to its founder 4,000,000 shares of its $0.001 par value common stock at a price of $0.002 per share for certain intangible assets.

On October 4, 2018 the Company received a notice of effectiveness for our registration statement filed on Form S-1. The Company received total investment of $75,000 at a price of $0.01 per share. A total of 7,500,000 shares of common stock were issued to 61 investors who had participated in the direct public offering.

Deferred offering costs consisted primarily of accounting fees, legal fees and other fees incurred through the balance sheet date that are directly related to the direct public offering. Deferred offering costs were offset against the net proceeds of our direct public offering upon its completion. On November 13, 2018 deferred offering costs of $35,259 was credited towards additional paid in capital.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.

During September 2022, the Company began an exempt private placement offering (the “2022 Stock Offering”) of its common stock at a price of $0.10 per share. Total capital raise for the 2022 Stock Offering is $750,000. The 2022 Stock Offering the Company may include the settlement of accounts payable, vendor accounts as well as the settlement of related party amounts due on loans and accrued expense. During the twelve-month period ended March 31, 2023 the Company issued 70,500 shares of its common stock for $7,050 in proceeds. During the twelve-month period ended March 31, 2024 the Company issued 0 shares of its common stock for $0 in proceeds.

Repurchase of common stock. During the twelve-month period ended March 31, 2020, the Company in connection with its failure to list on the exchange available to it at time made an offer to several of its shareholders to purchase their shares for the same price that they paid for their shares. The Company received executed agreements from 45 of the investors to purchase their shares for a total of $13,000 enabling the Company to immediately retire 1,300,000 shares of its common stock.

At March 31, ~~2023~~2024 and March 31, ~~2022~~2023, there were 16,270,500 and 16,~~200~~270,~~000~~500 shares of common stock issued and outstanding, respectively.

NOTE 8-SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of March 31, ~~2023~~2024 through the date the financial statements were issued, ~~February~~April 724, 2024. The Company determined that it had the following reportable events.

● During the ~~months~~month of ~~December~~April ~~2023 and January~~ 2024, the Company ~~borrowed~~received an additional loan of $371,~~500~~000 ~~in funds~~ from ~~one~~a oflender ~~its~~with ~~notes payable holders. The holders note payable amends~~ the ~~prior unsecured notes payable which bears interest at 0% per annum and is due and payable on demand~~Company. ~~These funds were used for purposes of regaining compliance in its regulatory reporting.~~

F-1213

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with accountants on accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer, its Principal Executive Officer, its Principal Financial Officer and Principal Accounting Officer, has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on the evaluation, he concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. The Company hired a financial expert with the experience necessary in creating and managing internal control systems as well as to continue to improve the effectiveness of our internal controls and financial disclosure controls.

Limitations on the Effectiveness of Controls

Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, ~~2023~~2024.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management’s report is not subject to attestation by our registered public accounting firm.

This ~~report~~Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, ~~2023~~2024 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table and text sets forth the names and ages of all our directors and executive officers and key management personnel as of ~~February~~April 1226, 2024. Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the board of directors and are elected or appointed to serve until the next board of directors meeting which may follow the annual meeting of stockholders. Provided is a brief description of the business experience of each director and executive officer and key management personnel during the past five years and indication of directorships held by (if any) of each director in other companies subject to the reporting requirements under the Federal Securities Acts.

Name

Age

Position

Robert L. Dolan

Chairman, CEO (Principal Executive Officer)

CFO (Principal Financial and Accounting Officer)

Robert L. Dolan, Chairman, CEO, CFO

Mr. Dolan is currently the Company’s sole officer and director in the respective capacities of CEO, CFO and Chairman of the Company’s board of directors. He has held these positions since March 27, 2017. He is responsible for all duties required of a corporate officer and the development of the business. From May 2005 through the present, Mr. Dolan has served as a principal with a commercial organic farm located in Southern California, Fortuna Farms. He was instrumental in starting Fortuna Farms with an extensive background in indoor organic growing melding with traditional farming. Mr. Dolan regularly attends trade shows, subscribes to industry publications, and visits local farmers and growers to stay abreast of the newest technologies and the most advanced methods used in the industry. Farming is not a job for him, it’s a part of his identity, inheritance, and legacy continuously growing his base of knowledge. Mr. Dolan holds an Associate Degree in Horticulture with an emphasis in hydroponic automation received from California State University, San Marcos. Mr. Dolan has earned a number of industry awards for his unique designs as well as local recognition for his concepts in hydroponic automation, use and sustainability.

Possible Potential Conflicts

The OTCBB or OTC Market on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.

No member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer’s understanding of his/her fiduciary duties to us.

Currently we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are identified and terms of employment are mutually negotiated and agreed, particularly when we have sufficient capital resources and cash flow to make such offers.

In an effort to resolve potential conflicts of interest, we entered into a written agreement with Mr. Dolan specifying that any business opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him of such business opportunities by management or consultants associated with other entities) would be presented by him solely to us.

We cannot provide assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Term of Office

Each director is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

Family Relationships

There are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board of Directors

The Company does not currently have any committees of the Board of Directors. Concurrent with having sufficient members and resources, the Board of Directors plans to establish an audit committee and a compensation committee. We believe that a minimum of five directors is needed to have effective committee systems. The audit committee will review the results and scope of annual audits and other services provided by independent auditors and will review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for officers. No final determination has yet been made as to the membership requirements of these committees or when we may have sufficient members to establish such committees. See “Executive Compensation” hereinafter.

All directors will be reimbursed by GPods for any expenses incurred in attending directors’ meetings provided that GPods has the resources to pay these fees. GPods will consider applying for officers and directors’ liability insurance at such time that it has the resources to do so.

Code of Ethics

We adopted a Code of Ethics (the “Code”) that applies to directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code has been filed with the SEC and is available upon written request to the Company.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

Director Nominations

As of March 31, ~~2023~~2024, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board.

Employment Arrangements

None of our officers, directors, or employees are currently party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are no personal benefits available for directors, officers or employees of the Company.

Involvement in Certain Legal Proceedings

Except as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of the Company:

	1.	had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining his from or otherwise limiting his involvement in any of 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 adviser, 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; or

	4.	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a 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; or
	5.	found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

ITEM 11. EXECUTIVE COMPENSATION

General Philosophy

Our Board is solely responsible for establishing and administering our executive and director compensation plans, if any.

Executive Compensation

The following table shows, for the twelve months ended March 31, ~~2023~~2024 and ~~2022~~2023, compensation awarded or paid to, or earned by, our Chief Executive Officer and Chief Financial Officer (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)		Salary ($) (c)			Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Robert Dolan CEO, CFO and Director (1) (2)		~~2023~~2024		5360,~~500~~000	(1)		-		-		-		-		-		-		5360,~~500~~000
		2022		60,000			-		-		-		-		-		-		60,000
		2023		53,500			-		-		-		-		-		-		53,500

The Company had an employment arrangement with Mr. Dolan for services which administratively terminated on February 28, 2019. We initially entered into this agreement on March 27, 2017. Mr. Dolan’s compensation was not based on any percentage of profits or other financial calculations. Mr. Dolan as a board member makes all decisions determining the amount and timing of payment for his compensation and, for the immediate future, Mr. Dolan has elected not to receive payment of compensation which permits us to meet our day-day financial obligations. Mr. Dolan’s compensation is deferred until at such time that we receive sufficient financing or that we no longer are a going concern.

⁽¹⁾Mr. Dolan was previously employed by the Company under an employment agreement that provided for initially a $5,000/month salary increasing in the second (2^nd) year to $5,500/month salary. The Company and Mr. Dolan mutually agreed to defer the payment of compensation until as such time the Company is able to with sufficient financing and/or it ceases to be a going concern. Mr. Dolan currently receives an accrued salary of $60,000 per year which is a verbal agreement and understanding with the Company. While the previous (and now terminated) agreement called for annual increases, Mr. Dolan and the Board of Directors agreed to keep the compensation to $5,000/month until the Company achieves financing in excess of $750,000.

⁽²⁾Mr. Dolan upon inception (March 27, 2017) received 6,000,000 shares of common stock of the Company in exchange for services valued at $6,000. The Company does not intend to issue any additional shares to Mr. Dolan for his services as an officer or as a director despite our mutual agreement to continue the deferral of payment for his services.

Grants of Plan-Based Awards Table

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the year ended March 31, ~~2023~~2024. The Company had no activity with respect to any types of these awards.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the year ended March 31, ~~2023~~2024. The Company had no activity with respect to any types of these awards.

Outstanding Equity Awards at Fiscal Year-End Table

None of our named executive officers had any outstanding stock or option awards as of March 31, ~~2023~~2024 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its board of directors may grant awards as it sees fit to its employees as well as to key consultants (of which there are none).

Potential Payments upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

Compensation of Directors

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

The following table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended March 31, ~~2023~~2024.

Name

Fees Earned or Paid in Cash

Stock Awards

Option Awards

Non-Equity

Incentive Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings

All Other

Compensation

Total

Robert Dolan(1)

⁽¹⁾Mr. Dolan provides his services as a director to the Company for no compensation or expense.

Pension Table

None.

Retirement Plans

We do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.

Compensation Committee

We do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other matters that may be brought forth to it.

Risk Management Considerations

We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been granted or entered into or exercised by our officer or director or employees or consultants since we were founded.

Grants of Plan-Based Awards Table

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal period ended March 31, ~~2023~~2024. The Company has no activity with respect to any types of these awards.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units if any, held by our named executive officers vested during the fiscal period ended March 31, ~~2023~~2024. The Company has no activity with respect to any types of these awards.

Outstanding Equity Awards at Fiscal Year-End Table

None of our named executive officers had any outstanding stock or option awards as of March 31, ~~2023~~2024. The Company has not issued any awards to its named executive officers. The Company and its board may grant awards as it sees fit to its employees as well as key consultants and other outside professionals.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of ~~February~~April 1226, 2024 we had 16,270,500 shares of common stock outstanding which are held by 30 shareholders of record. The chart below ~~sets~~ sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the ~~board~~ board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of ~~February~~ 12April 26, 2024; of all directors and executive officers of GPods, Inc.; and of our directors and officers as a group.

Title of Class

Name and Address of Beneficial Owner of Shares⁽¹⁾

Amount of

Beneficial

Ownership⁽²⁾

Percent

of Class

Common

Robert Dolan (3)

10,000,000

61.46

All Directors and Officers as a group (1 person)

10,000,000

61.46

	(1)	The address for purposes of this table is 1035 East Vista Way, Vista, California 92084.

	(2)	Unless otherwise indicated, we believe all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.

	(3)	Upon inception Mr. Dolan received 6,000,000 shares for services and 4,000,000 shares for selling certain intangible and tangible assets to the Company on April 20, 2017, including a comprehensive business and operating plan, grow-pod unit development costs, computing and other equipment which represented the initial basis for our business.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Non-Cumulative Voting

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such an event, the holders of the remaining shares will not be able to elect any of our directors.

Introduction

We were incorporated under the laws of the State of Nevada on March 27, 2017. GPods, Inc. is authorized to issue 90,000,000 shares of common stock and 10,000,000 shares of preferred stock.

Preferred Stock

Our Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. No shares of preferred stock have been designated, issued or are outstanding. Accordingly, our board of directors is empowered, without stockholder approval, to issue up to 10,000,000 shares of preferred stock with voting, liquidation, conversion, and other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

	●	The number of shares and the designation of the series;
	●	Whether to pay dividends on the series and, if so, the dividend rate, the dividend payment date, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;
	●	Whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;
	●	Whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;
	●	Whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and
	●	The rights of the shares of series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

Common Stock

Our Articles of Incorporation authorize the issuance of 90,000,000 shares of common stock. There were 16,270,500 shares of our common stock issued and outstanding as of March 31, ~~2023~~2024 held by twenty-nine shareholders of record:

	●	Have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;
	●	Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
	●	Do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and
	●	Are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

Authorized but Un-issued Capital Stock

Nevada law does not require stockholder approval for any issuance of authorized shares. These shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

Shareholder Matters

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements does not apply to us; our shares will probably be considered penny stocks for the foreseeable future. Although the federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this ~~report~~Report, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a Nevada corporation, we are subject to the Nevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions of Nevada law described below create rights that might be deemed material to our shareholders. Some provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

Directors’ Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider: (a) the economy of the state and the nation; (b) the interests of the community and of society; and (c) our long-term and short-term interests and that of our shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection.

Dissenters’ Rights. Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers, plans of conversion, or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by Nevada law or by the terms of a company’s articles of incorporation.

A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:

	●	Listed on a national securities exchange;
	●	Issued by an open-end management investment company registered with the SEC and which may be redeemed at the option of the shareholder at net asset value; or
	●	Traded in an organized market and has at least 2,000 holders and a market value of at least $20,000,000, exclusive of the value of shares held by the company’s senior executives, directors, and beneficial stockholders owning more than 10% of such shares.

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation, if the board of directors resolution approving the plan of merger or exchange provides otherwise, or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner’s interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

Inspection Rights. Nevada law specifies that shareholders have the right to inspect company records (see NRS 78.105). This right extends to any person who has been a shareholder of record for at least six months immediately preceding his or her demand to inspect. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right are to be granted inspection rights upon five days’ written notice. The records covered by this right include official copies of:

	i.	The articles of incorporation and all amendments thereto;
	ii.	Bylaws and all amendments thereto; and
	iii.	A stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

Control Share Acquisitions. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent a person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these shareholders having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual report on Form 10-K. This form is filed with the SEC within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR” database.

Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in a company may not obtain voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders’ meeting held upon the request and at the expense of the acquiring person. If the acquiring person’s shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to exercise dissenting rights and demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of all the voting power of the company in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares” means the company’s outstanding voting shares that an acquiring person: (a) acquires or offers to acquire in an acquisition; and (b) acquires within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.

These Nevada statutes do not apply if a company’s articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply to the company or to an acquisition of a controlling interest.

According to NRS 78.378, the provisions referred to above do not restrict our directors from taking action to protect the interests of our Company and its shareholders, including but not limited to, adopting or executing plans, arrangements or instruments that grant or deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from imposing stricter requirements in our Articles of Incorporation, bylaws, or a board resolution relating to the acquisition of a controlling interest in the Company.

Our Articles of Incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.

Certain Business Combinations. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company’s articles of incorporation provide otherwise.

These provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for two years after the date the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless the combination meets all the requirements of our Articles of Incorporation; and the combination was either approved (1) by our board of directors before the person became an interested shareholder; or (2) by the board of directors and disinterested shareholders representing at least 60% of the Company’s voting power. The term “combination” is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the two-year period only if the shareholder receives approval from a majority of our disinterested shareholders or the combination meets the requirements for adequate consideration that are specified in NRS 78.441-42. For the above provisions, “resident domestic-corporation” means a Nevada corporation that has 200 or more shareholders of record. An “interested stockholder” is defined in NRS 78.423 as someone who is either:

	●	The beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or
	●	Our affiliate or associate and who within two years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.

Transfer Agent

Our transfer agent is Securities Transfer Corporation, 2901 Dallas Parkway, Suite 380, Plano, TX 75093. Its telephone number is 469-633-0101. ~~Action Stock Transfer Corporation, the Company’s prior transfer agent was acquired by Securities Transfer Corporation during the month of December 2022.~~

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated between related parties and may be determined to have been without “arm’s length” bargaining and, as a result, the terms of these transactions may be different than transactions negotiated between unrelated parties or persons.

Other than as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal ~~2023~~2024 in which:

	●	The amounts involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years ($31,~~850~~020); and
	●	A director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Our office and mailing address is 1035 East Vista Way, Vista, California 92084. This space is currently used by us and other businesses that Mr. Dolan operates. There is no written lease agreement and we operate under a month-month verbal agreement to use this facility with Mr. Dolan.

We recorded compensation expense of $5360,~~500~~000 to Mr. Dolan for the year ending March 31, ~~2023~~2024. We borrowed approximately $5,400 from Mr. Dolan to pay for costs that were incurred with regards to the development of the Proto-Pod system, which we capitalized those costs for the year ending March 31, ~~2023~~2024. Other related party disclosure within our footnotes to the financial statements are not required here in this section due to the party’s ownership percentages not equaling or exceeding the 5% ownership requirement, at the end of the year or during the year in question. Related party disclosure within our footnotes was at the request and direction of our independent public accounting firm and most parties did not exceed more than 1.5% in equity ownership.

Review, Approval or Ratification of Transactions with Related Persons

Although we adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB as maintained by OTCMarkets Group, Inc. does not have director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, Mr. Dolan is not an independent director because Mr. Dolan currently serves as an officer of the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services rendered by Michael Gillespie & Associates, PLLC, a professional limited liability company (“MGA”) for the audit of the Company’s annual financial statements for the fiscal years ended March 31, ~~2023~~2024 and March 31, ~~2022~~2023 and fees billed for other services rendered by MGA during those periods, of which there were none. All services reflected in the following fee table were pre-approved, respectively, in accordance with the policy of the Board.

	March 31, 2023		March 31, 2022
	March 31, 2024		March 31, 2023
Audit fees (1)	$	1829,~~000~~250	$	-18,000
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total Fees	$	1829,~~000~~250	$	-18,000

Notes:

(1) Audit fees consist of audit and review services, consent and review of documents filed with the SEC of which there were none. For fiscal ~~year~~years ended March 31, ~~2023~~2024 weand ~~made~~March a31, ~~progress~~2023, ~~payment on services to be performed to regain our compliance efforts~~respectively.

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K

(a)

Financial Statements

	~~Page~~	Page
~~Report of Independent Registered Public Accounting Firm~~	~~F-1~~Report of Independent Registered Public Accounting Firm	F-1
Financial Statements for the years ended March 31, 2023 and March 31, 2022 Balance Sheets	F-2
	Financial Statements for the years ended March 31, 2024 and March 31, 2023 Balance Sheets	F-2
~~Statements of Operations~~	~~F-3~~Statements of Operations	F-3
~~Statement of Stockholders’ Equity (Deficit)~~	~~F-4~~Statement of Stockholders’ Equity (Deficit)	F-4
~~Statements of Cash Flows~~	~~F-5~~Statements of Cash Flows	F-5
~~Notes to the Financial Statements~~	~~F-6~~Notes to the Financial Statements	F-6

(b)

Exhibits

	No.		Description
	3.1		Articles of Incorporation *
	3.2		By-Laws *
	14.1		Code of Ethics *
	31.1		Certification of Chief Executive Officer
	31.2		Certification of Chief Financial Officer
	32.1		Certifications of Chief Executive Officer
	32.2		Certifications of Chief Financial Officer
	101.INS		Inline XBRL Instance Document#
	101.SCH		Inline XBRL Taxonomy Extension Schema#
	101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase#
	101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase#
	101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase#
	101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase#
	104.		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

* - Previously filed with our Form S-1 registration statement submitted to the Commission on August 2, 2018.

# The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements 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.

	GPODS, INC.	~~GPODS, INC.~~
	(Registrant)	~~(Registrant)~~
Date: February 12, 2024
Date: April 26, 2024
	By:	~~By:~~/s/ Robert Dolan	~~/s/ Robert Dolan~~
		Robert Dolan	~~Robert Dolan~~
		President, CEO, Principal Executive Officer, Treasurer, Chairman, CFO (Principal Financial Officer and Principal Accounting Officer)	~~President, CEO, Principal Executive Officer, Treasurer, Chairman, CFO (Principal Financial Officer and Principal Accounting Officer)~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title(s)	Date
/s/ Robert Dolan	Director and President, CEO, Principal Executive Officer,	~~February~~April 1226, 2024
Robert Dolan	Treasurer, Chairman, CFO (Principal Financial Officer and Principal Accounting Officer)

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