{"url_path":"/sec/cik-0001748232/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**","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":3307,"has_tables":true,"body_markdown":"**ITEM\n12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**\n\n \n\n*Long-Term\nIncentive Plans and Awards*\n\n \n\nWe\ndo not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants\nor agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any\nemployee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been\ngranted or entered into or exercised by our officer or director or employees or consultants since we were founded.\n\n \n\n42\n\n \n\n \n\n*Grants\nof Plan-Based Awards Table*\n\n \n\nNone\nof our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal period ended\nMarch 31, 2026. The Company has no activity with respect to any types of these awards.\n\n \n\n*Options\nExercised and Stock Vested Table*\n\n \n\nNone\nof our named executive officers exercised any stock options, and no restricted stock units if any, held by our named executive officers\nvested during the fiscal period ended March 31, 2026. The Company has no activity with respect to any types of these awards.\n\n \n\n*Outstanding\nEquity Awards at Fiscal Year-End Table*\n\n \n\nNone\nof our named executive officers had any outstanding stock or option awards as of March 31, 2026. The Company has not issued any awards\nto its named executive officers. The Company and its board may grant awards as it sees fit to its employees as well as key consultants\nand other outside professionals.\n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nAs\nof July 14, 2026 we had 22,980,000 shares of common stock outstanding which are held by 57 shareholders of record. The chart below sets\nforth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the Board\nof Directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of July 14, 2026; of all directors and executive officers of GPods, Inc.; and of our directors and officers as a group.\n\n \n\nTitle of Class \n\n**Name\nand Address\nof Beneficial**\n\n**Owner\nof Shares(1)**\n \n\n**Amount\nof**\n\n**Beneficial**\n\n**Ownership(2)**\n  \n\n**Percent**\n\n**of\nClass**\n \n\nCommon \nRobert Dolan (3) \n 13,000,000  \n 56.57%\n\n  \n  \n    \n   \n\nCommon \nWesley Fry (4) \n 2,250,000  \n 9.79%\n\n  \n  \n    \n   \n\n  \nAll Directors and Officers as a group (2 persons) \n 15,250,000  \n 66.36%\n\n \n\n \n(1)\nThe\naddress for purposes of this table is 1035 East Vista Way, Vista, California 92084.\n\n \n \n \n\n \n(2)\nUnless\notherwise indicated, we believe all persons named in the table have sole voting and investment power with respect to all shares of\nthe common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by\nsuch person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial\nowner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by such\nperson (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have been exercised.\n\n \n \n \n\n \n(3)\nUpon\ninception Mr. Dolan received 6,000,000 shares for services and 4,000,000 shares for selling certain intangible and tangible assets\nto the Company on April 20, 2017. Mr. Dolan received an additional 500,000 shares and 2,500,000 shares for the settlement of certain\nliabilities due and owing by the Company to Mr. Dolan. The shares were issued in March 2025 and the exchange qualified as consideration\nfor investment under the 2022 private placement offering memorandum.\n\n \n \n \n\n \n(4)\n\nPursuant\nto our direct public offering Mr. Fry received 250,000 shares for $2,500.00 in consideration. On March 28, 2025 Mr. Fry received 2,000,000\nshares as settlement of certain liabilities due and owing by the Company to Mr. Fry. The exchange qualified as consideration for investment\nunder the 2022 private placement offering memorandum.\n\n \n\n*Securities\nAuthorized for Issuance under Equity Compensation Plans*\n\n \n\nNone.\n\n* *\n\n*Non-Cumulative\nVoting*\n\n \n\nThe\nholders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding\nshares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such an event, the\nholders of the remaining shares will not be able to elect any of our directors.\n\n \n\n43\n\n \n\n \n\n*Introduction*\n\n \n\nWe\nwere 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\nstock and 10,000,000 shares of preferred stock.\n\n \n\n*Preferred\nStock*\n\n \n\nOur\nArticles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock with designations, rights and preferences determined\nfrom time to time by our board of directors. No shares of preferred stock have been designated, issued or are outstanding. Accordingly,\nour board of directors is empowered, without stockholder approval, to issue up to 10,000,000 shares of preferred stock with voting, liquidation,\nconversion, and other rights that could adversely affect the rights of the holders of the common stock. Although we have no present intention\nto issue any shares of preferred stock, there can be no assurance that we will not do so in the future.\n\n \n\nAmong\nother rights, our board of directors may determine, without further vote or action by our stockholders:\n\n \n\n \n●\nThe\nnumber of shares and the designation of the series;\n\n \n●\nWhether\nto pay dividends on the series and, if so, the dividend rate, the dividend payment date, whether dividends will be cumulative and,\nif so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;\n\n \n●\nWhether\nthe series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;\n\n \n●\nWhether\nthe series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions\nof conversion or exchange;\n\n \n●\nWhether\nor not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will\nbe a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and\n\n \n●\nThe\nrights of the shares of series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative\nrights or priority, if any, of payment of shares of the series.\n\n \n\nWe\npresently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile\nacquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making\nit 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\nan unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and\nassets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting\nrights, of the holders of our common stock.\n\n \n\n*Common\nStock*\n\n \n\nOur\nArticles of Incorporation authorize the issuance of 90,000,000 shares of common stock. There were 22,980,000 shares of our common stock\nissued and outstanding as of March 31, 2026 held by fifty-seven shareholders of record:\n\n \n\n \n●\nHave\nequal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of\ndirectors;\n\n \n●\nAre\nentitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution\nor winding up of our affairs;\n\n \n●\nDo\nnot have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and\n\n \n●\nAre\nentitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.\n\n \n\n44\n\n \n\n \n\n*Authorized\nbut Un-issued Capital Stock*\n\n \n\nNevada\nlaw does not require stockholder approval for any issuance of authorized shares. These shares may be used for a variety of corporate\npurposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.\n\n \n\nOne\nof the effects of un-issued and unreserved common stock (and/or preferred stock) may be to enable our board of directors to issue shares\nto persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our\nboard by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly\ndeprive stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.\n\n \n\n*Shareholder\nMatters*\n\n \n\nAs\nan issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements\ndoes not apply to us; our shares will probably be considered penny stocks for the foreseeable future. Although the federal securities\nlaws provide a safe harbor for forward-looking statements made by a public company that files a report under the federal securities laws,\nthis safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection\nin the event of any claim that the material provided by us, including this Report, contained a material misstatement of fact or was misleading\nin any material respect because of our failure to include any statements necessary to make the statements not misleading.\n\n \n\nAs\na Nevada corporation, we are subject to the Nevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions\nof Nevada law described below create rights that might be deemed material to our shareholders. Some provisions might delay or make more\ndifficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or\nmight make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.\n\n \n\n*Directors’\nDuties*. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests,\nto consider the interests of our employees, suppliers, creditors and customers. They can also consider: (a) the economy of the state\nand 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,\nincluding the possibility that these interests may be best served by our continued independence. Our directors may resist a change or\npotential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not\nin our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable\ntime, 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\nus insolvent, or cause us to file for bankruptcy protection.\n\n \n\n*Dissenters’\nRights*. Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from\ncertain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized\nbelow, and arises in the event of mergers, plans of conversion, or plans of exchange. This right normally applies if shareholder approval\nof the corporate action is required either by Nevada law or by the terms of a company’s articles of incorporation.\n\n \n\nA\nshareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder\nare part of a class of shares which are:\n\n \n\n \n●\nListed\non a national securities exchange;\n\n \n●\nIssued\nby an open-end management investment company registered with the SEC and which may be redeemed at the option of the shareholder at\nnet asset value; or\n\n \n●\nTraded\nin 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\nheld by the company’s senior executives, directors, and beneficial stockholders owning more than 10% of such shares.\n\n \n\nThis\nexception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation, if\nthe board of directors resolution approving the plan of merger or exchange provides otherwise, or if the shareholders are required under\nthe plan of merger or exchange to accept anything but cash or owner’s interests, or a combination of the two, in the surviving\nor acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.\n\n \n\n45\n\n \n\n \n\n*Inspection\nRights*. Nevada law specifies that shareholders have the right to inspect company records (see NRS 78.105). This right extends to\nany person who has been a shareholder of record for at least six months immediately preceding his or her demand to inspect. It also extends\nto any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right\nare to be granted inspection rights upon five days’ written notice. The records covered by this right include official copies of:\n\n \n\n \ni.\nThe\narticles of incorporation and all amendments thereto;\n\n \nii.\nBylaws\nand all amendments thereto; and\n\n \niii.\nA\nstock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are\nstockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.\n\n \n\n*Control\nShare Acquisitions*. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent a person acquiring a controlling\ninterest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority\nshareholders, these rights may be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record\nwith at least 100 of these shareholders having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required\nnumber of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly,\nthese provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified\nunder these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can\nsee 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\nSEC 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”\ndatabase.\n\n \n\nUnder\nNRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in a company may not obtain voting rights on\nany of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders’\nmeeting held upon the request and at the expense of the acquiring person. If the acquiring person’s shares are accorded full voting\nrights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than\nthe acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to exercise dissenting rights\nand demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any\nperson who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our\nshares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person,\nindividually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more\nbut 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\nmust be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares”\nmeans the company’s outstanding voting shares that an acquiring person: (a) acquires or offers to acquire in an acquisition; and\n(b) acquires within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.\n\n \n\nThese\nNevada statutes do not apply if a company’s articles of incorporation or bylaws in effect on the tenth day following the acquisition\nof a controlling interest by an acquiring person provide that these provisions do not apply to the company or to an acquisition of a\ncontrolling interest.\n\n \n\nAccording\nto NRS 78.378, the provisions referred to above do not restrict our directors from taking action to protect the interests of our Company\nand its shareholders, including but not limited to, adopting or executing plans, arrangements or instruments that grant or deny rights,\nprivileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise,\nthese provisions do not prevent directors or shareholders from imposing stricter requirements in our Articles of Incorporation, bylaws,\nor a board resolution relating to the acquisition of a controlling interest in the Company.\n\n \n\nOur\nArticles of Incorporation and bylaws do not exclude us from the restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any\nmore stringent requirements.\n\n \n\n46\n\n \n\n \n\n*Certain\nBusiness Combinations*. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions\nwith an “interested shareholder.” As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could\nbe considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making\nmore difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200\nor more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless\nthe company’s articles of incorporation provide otherwise.\n\n \n\nThese\nprovisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for two years after\nthe date the interested stockholder acquired the shares that cause him/her to become an interested shareholder, unless the combination\nmeets all the requirements of our Articles of Incorporation; and the combination was either approved (1) by our board of directors before\nthe person became an interested shareholder; or (2) by the board of directors and disinterested shareholders representing at least 60%\nof the Company’s voting power. The term “combination” is described in NRS 78.416 and includes, among other things,\nmergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval,\nthe interested shareholder may proceed after the two-year period only if the shareholder receives approval from a majority of our disinterested\nshareholders or the combination meets the requirements for adequate consideration that are specified in NRS 78.441-42. For the above\nprovisions, “resident domestic-corporation” means a Nevada corporation that has 200 or more shareholders of record. An “interested\nstockholder” is defined in NRS 78.423 as someone who is either:\n\n \n\n \n●\nThe\nbeneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or\n\n \n●\nOur\naffiliate or associate and who within two years immediately before the date in question, was the beneficial owner, directly or indirectly,\nof 10% or more of the voting power of our outstanding shares at that time.\n\n \n\n*Transfer\nAgent*\n\n \n\nOur\ntransfer agent is Securities Transfer Corporation, 2901 Dallas Parkway, Suite 380, Plano, TX 75093. Its telephone number is 469-633-0101."}