{"url_path":"/sec/cik-0001748232/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 BUSINESS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1748232/0001493152-26-033140-index.html","accession_number":"0001493152-26-033140","cik":"0001748232","ticker":null,"issuer_name":"GPODS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1748232/0001493152-26-033140-index.html","primary_entity_key":"0001748232","primary_entity_name":"GPODS, INC."},"word_count":5600,"has_tables":true,"body_markdown":"**ITEM\n1. BUSINESS**\n\n \n\nWe\nwere incorporated under the laws of the State of Nevada on March 27, 2017, at which time we acquired a business plan, various pieces\nof information technology, furniture and other office equipment, as well as industry resource materials and business relationships from\nour founder and CEO, Mr. Dolan. As of July 14, 2026, we had three employees, Mr. Dolan and two other individuals. For fiscal year 2026,\nMr. Dolan will continue to devote at least 25 - 30 hours a week to us but may increase the number of hours as necessary.\n\n \n\nThe\nCompany issued 6,000,000 shares of its common stock to Mr. Dolan at inception in exchange for organizational services. Following our\nformation, we issued an additional 4,000,000 shares of our common stock to Mr. Dolan, in exchange for a business plan, office furniture,\ndesign equipment, computing equipment along with other related industry materials that he developed.\n\n \n\nAs\na commercial organic grower, Mr. Dolan was the third employee with Fortuna Organics in Fallbrook, California (located outside of San\nDiego). Mr. Dolan experienced a significant amount of rudimentary development in indoor organic farming. The first GPod developed with\nwhich Mr. Dolan participated in was to support growing in all season, the year-round ability to grow organic produce. This became a completely\nnew approach to organic growing. The green houses moved food production from the lower latitudes (as evidenced in the southern United\nStates), to higher latitudes. While green houses had inherent problems, different light cycle per season of the year, GPods allows the\ngrower to grow year-round. This empowers the grower to control ‘Organic Requirements’, a major concern in the organic growing\nindustry. Never before had the growing industry needed to consider demand for organic produce and its extreme popularity\n\n \n\nAnother\nprogressive development Mr. Dolan was involved in was integrating new types of growing processes from drip irrigation and root immersion.\nMr. Dolan first visualized the concept of the GPod while working with Fortuna Organics. Mr. Dolan’ professional experience has\nprovided him with keen insight into what the indoor grower needs to be successful. Through experimentation and multiple manufacturing\ntrial and errors, Mr. Dolan established the importance of simplicity and automation in the growing process.\n\n \n\nThis\nwe believe is a vital aspect of what will be the GPods experience. Mr. Dolan will maximize his professional expertise in organic farming\nindustry providing a background for GPods product offerings to transform the green house. Mr. Dolan believes the GPod solution is a revolutionary\ngrowing system that will add benefits to the local community by creating alternative food sources to urban neighborhoods.\n\n \n\nWe\nare a development stage company and have limited financial resources. We have not established or attempted to establish a source of equity\nor debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing\nthe uncertainty of our ability to remain a going concern. We are in the early stages of executing our business plan. We still have a\nsignificant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated\nconsumer market. To date, we have not developed any finished product or services and cannot predict when a finished product or services\nwill be developed or externally acquired. We believe that we have an advantage with our founder, and CEO and his industry relationships\nand the solicitation of their help with growing our business model.\n\n \n\n4\n\n \n\n \n\nAs\nof March 31, 2026, we had limited assets which consisted of; cash and cash equivalents of $21,600, prepaid expense of $4,650, and software\ndevelopment costs of $108,600. In order to fund the development of our business and our working capital needs for the next 12 months,\nwe will attempt to secure funding from the sale of additional common stock (or preferred stock if necessary), from shareholder, related\nparty and non-related party loans, or from strategic joint ventures or partners. Furthermore, in order to implement the foregoing plan\nof operations, we anticipate that we will need to secure additional financing of between $500,000 and $1,000,000 during the next twelve\nmonths. If we are unsuccessful in securing the additional financing, we may not be able to proceed with execution of our business plan.\n\n \n\nBased\non the exact nature of our business and expected level of competition, we anticipate continuing to incur operating losses into the foreseeable\nfuture. Because we currently do not have a fully developed and ready for market environmentally-friendly, cost-efficient optimized grow\nsystem, and our resources are severely limited, we cannot predict if and when we will generate sufficient revenues or whether we will\nbecome a viable and sustainable business operations. Accordingly, due to our lack of assets, significant operations and for the foreseeable\nfuture the ability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about\nour ability to continue as a going concern.\n\n \n\n*General\nOverview*\n\n \n\nThere\nis no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of business\ndevelopment 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\nfunds. If we do, fully developed product offerings could be ready within three to six months following when the necessary funds have\nbeen secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence until at\nleast 18 months, if ever.\n\n \n\nWe\nare building a business that provides indoor self-contained organic growing modules. We are developing an interactive website that provides\ncustomization using our extensive interchangeable modules. Our optimized growing system will enable the consumer to create a variety\nof custom growing systems that meet the grower’s specific needs.\n\n \n\nOur\nintended optimized growing system focused website, ecommerce system and manufacturing facilities outline a three-step method for providing\nusers with what we believe to be a comprehensive approach to provide a turnkey growing system. We believe this approach will provide\nan experience in home gardening that will become the new way to empower the urban dwell with a sense of satisfaction from bountiful output\nand will be valued by both the grower and their family and friends. We believe this acceptance within the urban city will provide rapid\ngrowth and popularity. We will create a system that easy to use and promotes creativity. This approach will additionally help us in creating\nlong-lasting return customer relationships.\n\n \n\nOur\nbusiness operations is currently comprised of three segments:\n\n \n\n \na)\nGPod\nsales of modular organic systems for micro-farming consumers\n\n \nb)\nSupport\nservices for the micro-farming consumer: and\n\n \nc)\nVan\nconversion utilizing our modular organic system for off the grid living\n\n \n\nThe\noptimized growing system, website, ecommerce solution and back-office framework were developed with the assistance of an established\nbusiness website firm. The Company developed its initial design of the growing system through the efforts of its founder and CEO, and\nthe design firm.\n\n \n\nThe\noptimized growing system that the Company has developed through the direct assistance of a design and manufacturing facility (since early\n2014) and the efforts of our founder, Mr. Dolan. The Company intends to seek the assistance of outside sales and marketing consultants\nto develop a professional sales and marketing strategy to capitalize on our product designs. We will seek to staff a management team\n(besides Mr. Dolan) with the technical skills necessary in hydroponic horticulture technology, design engineering with a strong emphasis\non simplicity and functionality. We intend to with further financing create and staff an in-house development group, which we believe\nwill develop new generations of the optimized growing system that GPods and services of a similar nature to our business development\nin self-contained indoor organic gardening.\n\n \n\nWhile\nthe raw materials or components that we use are slightly more expensive, quality and consistency is assured. We believe that the current\nmaterials and components that we use in our designs is worth the extra cost to us. The average user or customer we believe will seek\nout a product that has this same quality and consistency and willing to pay more for it; part of our competitive advantage. We currently\nsource our raw materials and components from a number of suppliers. These raw materials or components are widely available and have no\ngeographic or international limitations on their availability. We do not believe that we will have any issues with obtaining these raw\nmaterials or components from suppliers or the availability of raw materials or components needed for our optimized growing system.\n\n \n\n5\n\n \n\n \n\nOur\nplan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our environmentally optimized\ngrowing system business(s) or services (complimentary to the grow system) to meet our obligations on a timely basis. The Company has\nnot yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the\nfuture 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\nto secure the necessary financing, beyond just the proceeds of our completed public offering. In the early stages of our operations,\nwe will continue to keep costs to a minimum. We have no established current sources of funds to buildout the business plan as outlined.\nUntil we obtain sufficient and further funding, we will keep our operating costs as low as possible with our founder, and CEO providing\nsubstantially all of the work on his own without any payment of cash compensation. This methodology would result in our development stage\nextending for at least two to three years or even more.\n\n \n\nWe\nbelieve that our environmentally optimized growing system division (once developed, if at all) may generate revenues earlier than direct\nsales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood\nof business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s\ngrowth.\n\n \n\n*Industry\nOverview*\n\n \n\nUrban\ndwellers 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,\nand many of these individuals have garages that could provide them with the space they would need to grow via the GPod. The GPod, or\nclosed growth system, is not a new idea, NASA for example has been developing similar modules since the 1950’s. Thus, taking advantage\nof an underutilized garage space combined with the flexibility of the GPod growing system, we believe that we will empower urban dwellers\nto grow their own food without having to move from the city. Daily ad-hoc shoppers are dependent on grocery stores, eventually discovering\nfarmer’s markets, meeting people similar to themselves who were growing and selling or bartering their own produce. The GPod optimized\ngrowing system can provide healthy food at a reasonable cost and availability, a healthy alternative.\n\n \n\nThe\nindoor growing trend first came about as a result of people moving to non-conducive growing latitudes, such as the upper mid-west. These\npeople of the north still needed fresh organic produce year-round, so they had to ship in produce half the year or create indoor growing\nfacilities (green-houses). They developed some of the most successful green houses in the world; these greenhouses controlled all the\nnecessary factors to grow plants such as; temperature, humidity, nutrient feeding and various other plant needs. The one factor they\ncould not control was light that would provide year-round growth. As a result of years of development, the indoor growing industry developed\nhigh intensity lighting that plants need to flower and produce fruit. Urban residents with little or no space, often limited by Home\nOwner Associations, are looking for ways to enjoy the art of organic growing, the GPods system enables the urban grower to grow within\nthe confines of his or her garage. GPods are an indoor, self-sustained, closed growing system, they can grow year-round regardless of\nthe temperature or season. Some urban dwellers, who have the space to grow, sometimes lack the time and fortitude to embark on the complex\nbuilding of their own outdoor garden, GPods are a turnkey solution. The person who has the love for growing but lacks the time to build\nor do the research necessary to build a successful self-contained growing system can begin immediately via the GPod.\n\n \n\nAlthough\noutdoor gardens facilitate the growing of vegetables and herbs they have inherent challenges, challenges that the GPod will greatly reduce.\nThe greatest challenge is the ability to grow year-round, GPods high intensity lighting allows for year-round growing. Secondly, the\nGPod provides complete control of the growing system, thus qualifying as a recognized “Organic” grow. Based on the growth\nof the famers markets in the United States, we believe that the demographic of customers of the GPod growing system to be at a scale\nthat will allow GPods to sell in high volume at a low price point.\n\n \n\nGrowing\norganically the GPod way is the consumer’s path to control over their intake, an attempt to make the foods you serve for your family\nfree of the things they don’t need. It’s argued that organic gardens are impractical, expensive and somewhat strange. Nothing\ncould be further from the truth. It is the way our great grandparents gardened, just inside a controlled system, without the chemical\npesticides and synthetic fertilizers.\n\n* *\n\n6\n\n \n\n* *\n\n*Competitive\nFocus*\n\n \n\nWe\nexpect to encounter strong competition in all areas of our business activity. We intend to compete on the basis of technology, performance,\nprice, quality, reliability, reputation, distribution, range of products and services, ease of use of our products, account relationships,\nuser training, service and support, security, availability of applications and internet infrastructure offerings, and our sustainability\nperformance.\n\n \n\nThe\nmarkets for our key business are characterized by strong competition among major corporations with long-established positions and a large\nnumber of new and rapidly growing businesses which we will compete with. In this market most product life cycles are short, and to remain\ncompetitive we must develop new products and services, periodically enhance our products and services and compete effectively on the\nbasis of the above various factors. In addition, we may compete with our potential partners, including other grow-system businesses that\ndesign, manufacture and market their products. Our successful management of these competitive relationships will be critical to our success.\nMoreover, we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market.\n\n \n\nWe\nbelieve the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow system\nmarket which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor\norganic gardening:\n\n \n\n \n1.\nScalability.\nWe believe our state of-the-art, environmentally optimized grow system and its varied support by unique GPod design and services\nwill become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated\nurban gardener.\n\n \n2.\n“Sticky”\nRelationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged\nwith our state of-the-art, environmentally optimized grow system and support services using current and future GPod modules.\n\n \n3.\nExpertise\nin Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial\ngrowing industry. We will seek to capitalize on that expertise.\n\n \n4.\nSpeed\nto Implementation. We believe that a *fully-developed* environmentally optimized grow system and well thought-out vertical\n*GPod product line, in combination*with our manufacturing and distribution system, will provide immediate insight into the\nusage (and behavior) of our consumer and their micro-farming output and customers’ unique growing needs.\n\n \n\n*Growth\nStrategy*\n\n \n\nKey\nelements of our growth strategy shall include:\n\n \n\n \n1.\nCore\nProducts. We plan to enhance our core products through user interface and functionality with our optimized growing system as\nwell as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.\n\n \n2.\nFocus.\nWe intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting\nsocial networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.\n\n \n3.\nStrategic\nAlliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby\nreducing our development cost and introducing us to consumers and end-users, alike.\n\n \n4.\nInternational\nExpansion. We intend to expand internationally through partnerships and alliances.\n\n* *\n\n7\n\n \n\n* *\n\n*Business\nObjectives*\n\n \n\nOur\nnewly formed division and the onset of its 3 highly specific segment focus:\n\n \n\n \na)\nCompany\nfocused sales of modular systems for micro-farming consumers (both direct and indirect); and\n\n \nb)\nSupport\nservices for micro-farming consumers\n\n \nc)\n\nVan\nconversion’s utilizing GPods advanced technology for OTG living in concert with your mobile GPod modular system.\n\n \n\nOur\nobjective is to become a leading provider of self-contained organic grow modules. We are pursuing the following strategies to achieve\nthis goal:\n\n \n\n \na)\nInitiating\nwebsite development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social\nmedia campaigns;\n\n \nb)\nCreate\na national media presence through social media – We will seek to create and enhance a national awareness and aggressively market\nour products through social media outlets;\n\n \nc)\nIdentify\nand develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create\nhighly efficient low-cost production model; and\n\n \nd)\nHigh\nfunctioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being.\nGPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that\ncan be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the\nmeans to grow, but with the help of GPods they can grow year-round.\n\n \n\nGPod\nproducts can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends\nvisiting the garage fitted with a GPods products will instantly be won over.\n\n \n\nMost\nrecently we embarked on a new avenue for revenue and product growth. We are building a division that provides turn-key stand-alone grow\nunit (modules) intended to become a mobile growing system (modular system) that is fully functional on or off of the grid (“Off\nthe Grid” or “OTG”). OTG is commonly used in sustainability, prepping, and alternative living communities to refer\nto a lifestyle that is disconnected from public utilities like electricity, water, and sewage systems. A significant growing portion\nof our market will be OTG consumers.\n\n \n\nWe\nwill incorporate the newest technologies such as ambient water capture, solar systems that are environmentally sound, and other cost-efficient\n‘tech” optimized for our grow-system (“Optimus OTG System”). This system provides unique customization of the\nGPod with interchangeable modules to match each and every grower’s exact needs. Our Optimus OTG System enables consumers to modify\nand enhance their GPod layout to create custom grow environments. These modifications can range from thicker to thinner insulated (and\nsoundproof) walls, automated growing systems (i.e. hydroponic and aeroponic based), environmental controls (heating/cooling/humidity/arid),\nflood trays, drip systems, and lighting choices (ranging from LED, to incandescent, …infrared, and of course….ultraviolet,\netc.). Each user will have access to the latest technological advancements and trends in the horticultural world, while staying well\nwithin the prescribed guidelines of organic growing as it is currently understood. We recently adapted the advanced water capture and\nsolar power generation components to work in concert with our van conversions for OTG living.\n\n \n\n*Service\nand Product Offerings*\n\n \n\nOur\nbusiness operations are comprised of three distinct segments:\n\n \n\n \na)\nGPod\nsales of modular organic systems for micro-farming consumers\n\n \nb)\nSupport\nservices for the micro-farming consumer: and\n\n \nc)\nVan\nconversion utilizing our modular organic system for off the grid living\n\n \n\n8\n\n \n\n \n\nWe\ndeveloped our optimized growing system utilizing significant internal resources, our founder’s vast industry and professional knowledge\nalong with the assistance from several design and engineering firms with experience in project development. We have not formalized relationships\nwith manufacturers of our products or ancillary components. The Company is in process of hiring outside sales representatives and marketing\nconsultants to execute on a sales and marketing strategy for our technology.\n\n \n\nWith\na goal of building mobile farming systems that provides the customer’ the ability to meet their food needs. GPods has developed\nan optimized growing system that cuts down on time, water-use, energy-use, and cost reduction, while boosting production and to promote\nhealthier foods. The optimized growing system allows the operator to grow up to three times more produce in a given area than conventional\nhydroponic systems. This system is designed to reduce water usage by 50% compared to conventional hydroponic methods.\n\n \n\nThe\nGPod optimized growing system uses innovative technology to grow a wide variety of plants, including vine-based plants, root-based plants,\nedible and inedible flowers, and greens. The optimized growing system – meaning plants are grown without soil by exposing roots\nto mineral nutrient spray solutions in a water solvent – aims to reduce expenses associated with energy, water, space, and labor.\nWhile hydroponics is expected to continue to dominate the market over the next few years, aeroponic and aquaponics systems are expected\nto experience rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due\nto cost benefits.\n\n \n\nThe\nbasic GPod unit is comprised of one reservoir, one water pump, and multiple rows of 2-inch square holes to which seedling inserts are\naffixed. Spray of nutrient-rich water feeds the plants efficiently and provide cost saving by using less water and food. Rows are spaced\nto reduce the size requirements for water, and energy usage but are fully accessible for harvesting from the ground. While hydroponic\ntechnology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics are expected to show rapid\ngrowth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.\n\n \n\nWith\na goal of building mobile farm systems that provide customers the ability to meet their food production needs, GPods believes that it\nhas developed a system that cuts down on time, water, and energy use, and reduces costs, while boosting production and promote healthier\nfoods. Its optimized growing system allows the operator the ability to grow up to three times more produce in a given area versus conventional\nhydroponic growing systems. The optimized growing system is designed to reduce water usage by more than 50% compared to conventional\nhydroponic methods.\n\n \n\nWe\ndeveloped our optimized growing system utilizing significant internal resources, our founder’s vast industry and professional knowledge\nalong with the assistance from several design and engineering firms with experience in project development. We have not formalized relationships\nwith manufacturers of our products or ancillary components. The Company is in process of hiring outside sales representatives and marketing\nconsultants to execute on a sales and marketing strategy for our technology.\n\n \n\nWith\na goal of building mobile farming systems that provides the customer’ the ability to meet their food needs. GPods has developed\nan optimized growing system that cuts down on time, water-use, energy-use, and cost reduction, while boosting production and to promote\nhealthier foods. The optimized growing system allows the operator to grow up to three times more produce in a given area than conventional\nhydroponic systems. This system is designed to reduce water usage by 50% compared to conventional hydroponic methods.\n\n \n\nThe\nGPod optimized growing system uses innovative technology to grow a wide variety of plants, including vine-based plants, root-based plants,\nedible and inedible flowers, and greens. The optimized growing system – meaning plants are grown without soil by exposing roots\nto mineral nutrient spray solutions in a water solvent – aims to reduce expenses associated with energy, water, space, and labor.\nWhile hydroponics is expected to continue to dominate the market over the next few years, aeroponic and aquaponics systems are expected\nto experience rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due\nto cost benefits.\n\n \n\n9\n\n \n\n \n\nThe\nbasic GPod unit is comprised of one reservoir, one water pump, and multiple rows of 2-inch square holes to which seedling inserts are\naffixed. Spray of nutrient-rich water feeds the plants efficiently and provide cost saving by using less water and food. Rows are spaced\nto reduce the size requirements for water, and energy usage but are fully accessible for harvesting from the ground. While hydroponic\ntechnology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics are expected to show rapid\ngrowth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.\n\n \n\nWith\na goal of building mobile farm systems that provide customers the ability to meet their food production needs, GPods believes that it\nhas developed a system that cuts down on time, water, and energy use, and reduces costs, while boosting production and promote healthier\nfoods. Its optimized growing system allows the operator the ability to grow up to three times more produce in a given area versus conventional\nhydroponic growing systems. The optimized growing system is designed to reduce water usage by more than 50% compared to conventional\nhydroponic methods.\n\n \n\nThis\nReport includes limited market and industry data and forecasts that we obtained from internal research, publicly available information\nand industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a\nvariety of factors, including those described in the section above entitled “Risk Factors”.\n\n \n\nIt\nis our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur\nnow that our direct public offering is complete and the aggregate proceeds have been received. Our management has, through relationships\nand partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services\nthrough the date of this Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or\noutside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that\nhe knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most\nif not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing\nis not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur\nas planned and may never occur.\n\n \n\nWe\ncurrently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing\nor the necessary resources to enter into contractual agreements with outside designers or sales/marketing firms. We currently do not\nhave any cash or other resources to commence the use of outside service providers. If we do not receive any funding or financing, our\nbusiness is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue\nto provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our\nfounder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work\non his own without consideration while he continues to seek other sources of funding for the Company.\n\n \n\n*Intellectual\nProperty*\n\n \n\nWe\ncurrently have no patents or trademarks. We intend to file a United States federal trademark registration for “GPODS, INC.,”\n“The GPod Solution,” and various other marks. We currently have registered www.gpodsinc.com and www.gpods.biz\ndomain names. We consider our trademarks and other intellectual property rights to be important to our branding strategy and business\nsuccess. Each state has its own laws regarding registration of a trademark, including the requirements for keeping the registration valid.\nAlthough these laws are similar in many respects, variations exist regarding the time period for renewing the registration. For example,\na trademark registered in California is valid for only five years and is renewable for successive five-year periods.\n\n \n\nAlthough\nnot required to validate a trademark, federal registration does provide additional benefits for the trademark owner. Included in these\nbenefits are the right to use the symbol “®” and the right to file a trademark infringement lawsuit in federal court.\nTo maintain these benefits, the owner of a federally registered trademark must make additional periodic filings to keep the registration\nvalid. The first filing must be made between the fifth and sixth years after the trademark’s registration date and is called a\n“declaration of use” or “section 8 filing.” This informs the USPTO that the trademark is still in use. The second\nfiling is made between the ninth and 10th years after the trademark’s registration date and includes another declaration of use\nalong with an application for renewal. The third and subsequent filings will also include a declaration of use and application for renewal\nand must be done between the ninth and 10th year anniversary after the last filing. We have not registered our trademark.\n\n \n\n10\n\n \n\n \n\nFailing\nto file the required renewal applications for a registered trademark will result in the registration being cancelled, but as long as\nthe trademark is still in use, the owner’s common law trademark rights are still valid, and a new registration application can\nbe filed. Even common law trademark rights become invalid if the owner has abandoned use of the trademark. Non-use of a trademark for\nthree consecutive years is generally considered proof that the owner has abandoned the trademark. We have continued to use our trademark\nand intend on re-registering and applying for all applicable protections available under the law along with the right to transfer.\n\n \n\n*Government\nRegulation and Industry Standards*\n\n \n\nWhile\nthere is no governmental regulation relating to the sale of growing equipment or soil and nutrients that we may sell in connection with\nour GPod solution, there may be laws and regulations governing the cultivation and sale of certain horticulture products that may be\ngrown with the systems. We may be subject to various federal, state, provincial and local laws and regulations, compliance with which\nwill increase our operating costs, limit or restrict the product and services that we intent to provide or the methods by which we intend\nto offer and how we sell those products and services. Noncompliance with these laws and regulations can subject us to fines or various\nforms of civil or criminal prosecution, any of which could have a material adverse effect on our reputation, business, financial position,\nresults of operations and future cash flows.\n\n \n\n*Employees*\n\n \n\nAs\nof July 14, 2026, we had three employees, one of which is our founder and CEO, Mr. Dolan. During calendar year ended December 31, 2025\n(dependent on our financing and available working capital), Mr. Dolan devoted at least 30 hours a week to us. Mr. Dolan plans to provide\nthat many hours per week during calendar year ending December 31, 2026. Mr. Dolan is allowed to devote his time to our Company as he\nis not limited or restricted from being involved with us by his other business operations. Mr. Dolan currently has no formal employment\nagreement with the Company which provides for cash payment of his services.\n\n \n\nDue\nto the above actions and our limited financial condition, we may be limited in seeking the employment of others to assist in our operations.\nOur founder and CEO’s current plan is to provide most of the administrative and planning work for our product and marketing efforts\non his own without any cash compensation. Mr. Dolan will continue to seek other sources of financing for the Company and its business\nplan. We currently have a good relationship with our employees.\n\n \n\nThe\nCompany’s other two employees work on a part time basis and as needed for specific projects. Their function is to assist Mr. Dolan\nin operations as well as certain administrative functions that are necessary to run the business. Mr. Dolan will continue to defer payment\nfor his services. It is his belief that this course is in the best interest of the Company and for any prospective investors who may\ninvest in the Company’s equity. As stated previously we may in the future use other independent contractors and consultants to\nassist in many aspects of our business on an “as needed” basis pending adequate resources being available or their ability\nto defer payment for services.\n\n \n\n**WHERE\nYOU CAN GET ADDITIONAL INFORMATION**\n\n \n\nWe\nare required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission\n(the “SEC”). You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room,\nlocated at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling\nthe 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.\n\n \n\nWe\nare not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.\n\n** **\n\n11"}