{"url_path":"/sec/cik-0001748232/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","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":926,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Directors\nand Executive Officers**\n\n \n\nThe\nfollowing table and text set forth the names and ages of all our directors and executive officers and key management personnel as of\nJuly 14, 2026. Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified,\nor until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors\nand are elected or appointed to serve until the next board of directors meeting which may follow the annual meeting of stockholders.\nProvided is a brief description of the business experience of each director and executive officer and key management personnel during\nthe past five years and indication of directorships held by (if any) of each director in other companies subject to the reporting requirements\nunder the Federal Securities Acts.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nRobert\nL. Dolan\n \n42\n \n\nChairman,\nCEO (Principal Executive Officer)\n\nCFO\n(Principal Financial and Accounting Officer)\n\nWesley\nT. Fry\n \n65\n \nMember\nof the Board of Directors\n\n \n\nRobert\nL. Dolan, Chairman, CEO, CFO\n\n \n\nMr.\nDolan is currently the Company’s sole officer in the dual capacity of CEO, CFO and Chairman of the Company’s board of directors.\nHe has held these positions since March 27, 2017. He is responsible for all duties required of a corporate officer and the development\nof the business. From 2005 through calendar year 2024, Mr. Dolan served as a principal with a commercial organic farm located in Southern\nCalifornia, Fortuna Farms. He was instrumental in starting Fortuna Farms with an extensive background in indoor organic growing melding\nwith traditional farming. Mr. Dolan regularly attends trade shows, subscribes to industry publications, and visits local farmers and\ngrowers to stay abreast of the newest technologies and the most advanced methods used in the industry. Farming is not a job for him,\nit’s a part of his identity, inheritance, and legacy continuously growing his base of knowledge. Mr. Dolan holds an Associate Degree\nin Horticulture with an emphasis in hydroponic automation received from California State University, San Marcos. Mr. Dolan has earned\na number of industry awards for his unique designs as well as local recognition for his concepts in hydroponic automation, use and sustainability.\n\n \n\nWesley\nT. Fry, Director\n\n \n\nMr.\nFry joined the Company as a member of the board of directors on December 15, 2024. Mr. Fry through his wholly-owned corporation W270,\nSA, a Costa Rican corporation provides services as an information technology consultant for various businesses. Mr. Fry from 2008 through\n2012 served as Network Operation Shift Manager and Lead for a leading DOD contractor at the North Island Naval Air Station, San Diego.\nMr. Fry previously served as Network Administrator for a leading DOD contractor at the Naval Amphibious Base – Coronado, with which\nhe served from 2006 through 2007. Mr. Fry previously served as Network Deployment Lead for a leading subcontractor that provided services\nto such companies as Cisco Systems and Home Depot with which he served from 2001 through 2006. Mr. Fry has managed IT consulting operations\nranging from start-ups to $500 million in annual sales. Mr. Fry was involved with some of the earliest innovators in VOIP (Voice over\nthe Internet Protocol).\n\n \n\n*Possible\nPotential Conflicts*\n\n \n\nThe\nOTC Market Group on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.\nOTC stocks that do meet specific requirements are quoted in OTC Market Group’s OTCQX and OTCQB marketplaces.\n\n \n\n38\n\n \n\n \n\nNo\nmember of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between\nus and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention,\nand they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of\ninterest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer’s understanding\nof his/her fiduciary duties to us.\n\n \n\nCurrently\nwe have two directors, and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are identified\nand terms of employment are mutually negotiated and agreed, particularly when we have sufficient capital resources and cash flow to make\nsuch offers.\n\n \n\nIn\nan effort to resolve potential conflicts of interest, we previously entered into a written agreement with Mr. Dolan specifying that any\nbusiness opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure\nto him of such business opportunities by management or consultants associated with other entities) would be presented by him solely to\nus.\n\n \n\nWe\ncannot provide assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.\n\n \n\n*Term\nof Office*\n\n \n\nEach\ndirector is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed\nearlier. 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\nand qualified, or until he or she is earlier removed from office or resigns.\n\n \n\n*Family\nRelationships*\n\n \n\nThere\nare no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.\n\n \n\n*Involvement\nin Certain Legal Proceedings*\n\n \n\nNo\ndirector, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in"}