{"url_path":"/sec/cik-0001748232/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**","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":612,"has_tables":true,"body_markdown":"**ITEM\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**\n\n \n\n*The\nfollowing information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving\nour executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated\nbetween related parties and may be determined to have been without “arm’s length” bargaining and, as a result, the\nterms of these transactions may be different than transactions negotiated between unrelated parties or persons.*\n\n \n\nOther\nthan as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal 2026\nin which:\n\n \n\n \n●\nThe\namounts involved exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed\nfiscal years ($1,000); and\n\n \n●\nA\ndirector, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have\na direct or indirect material interest.\n\n \n\nFor\nboth our office and mailing address it is 1035 East Vista Way, Vista, California 92084. This space is currently used by us and other\nbusinesses that Mr. Dolan operates. There is no written lease agreement and we operate under a month-month verbal agreement to use this\nfacility with Mr. Dolan.\n\n \n\nWe\nrecorded compensation expense of $60,000 to Mr. Dolan for the year ending March 31, 2026.\n\n \n\nWe\nrecorded software development expense – related party of $134,800 to W270, SA which is 100% owned by a member of the Board of Directors,\nMr. Fry, for the year ending March 31, 2026. As well, Mr. Fry is a shareholder holding more than 5% of our common stock.\n\n \n\nWe\nrecorded Design and technical expense – related party of $138,600 to DLE Consulting which is 100% owned by Mr. Estus, for the year\nending March 31, 2026. Mr. Estus is no longer a shareholder holding more than 5% of our common stock.\n\n \n\nOther\nrelated party disclosure within our footnotes to the financial statements are not required here in this section due to the party’s\nownership percentages not equaling or exceeding the 5% ownership requirement, at the end of the year or during the year in question.\n\n \n\n47\n\n \n\n \n\n*Review,\nApproval or Ratification of Transactions with Related Persons*\n\n \n\nAlthough\nwe adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts\nof interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of\nsuch person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is\nnot possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will\ndetermine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction\nis consistent with the best interests of the Company.\n\n \n\n*Director\nIndependence*\n\n \n\nFor\npurposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB market as\nmaintained by OTCMarkets Group, Inc. does not have director independence requirements. The NASDAQ definition of “Independent Officer”\nmeans a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the\nopinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities\nof a director. According to the NASDAQ definition, Mr. Dolan is not an independent director because Mr. Dolan currently serves as an\nofficer of the Company."}