{"url_path":"/sec/cik-0001748232/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","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":8350,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n1A. RISK FACTORS**\n\n \n\nThe\nfollowing risk factors should be considered in connection with an evaluation of our business as described in our Plan of Operations:\n\n \n\nIn\naddition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because\nsuch factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the\nrisk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional\nrisks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, result\nof operations, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition\ncould be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established,\nthe trading price of our securities could decline, and you may lose all or part of your investment.\n\n \n\n**THE\nSECURITIES ISSUED BY THE COMPANY INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD\nNOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD READ\nALL OF THE COMPANY’S FILINGS, INCLUDING ALL EXHIBITS, AND CAREFULLY CONSIDER, AMONG OTHER FACTORS THE FOLLOWING RISK FACTORS.**\n\n \n\nYou\nshould be aware that there are substantial risks to an investment in our common stock. Carefully consider these risk factors, along with\nall of the other information included in this Report, before you decide to invest in shares of our common stock.\n\n \n\nIf\nany of the following risk factors were to occur, our business, financial condition, results of operations or future prospects could be\nmaterially adversely affected. If that happens, the market price for our common stock, if any, could decline, and prospective investors\nwould likely lose all or even part of their investment.\n\n \n\n**Risks\nRelated to the Business**\n\n \n\n**1\n.**\n**GPODS,\nINC. has limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating\nthat there is substantial doubt about our ability to continue as a going concern***.*\n\n \n\nGPODS,\nINC. is an early-stage company and limited financial resources currently available to it. We had tangible assets of $134,859 and $113,680\nas of March 31, 2026 and March 31, 2025, respectively. We had a negative working capital balance of $977,849 and $510,948 as of March\n31, 2026 and March 31, 2025, respectively. We had a stockholders’ deficit of $869,249 and $402,348 at March 31, 2026 and March\n31, 2025, respectively. Our independent registered auditor included an explanatory paragraph in their opinion on our financial statements\nas of and for the period ended March 31, 2026 that states that Company losses from operations raise substantial doubt about its ability\nto continue as a going concern. We will require additional financing beyond the amount received from our completed public offering. Financing\nsought 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\nadditional financing to further pursue and execute on our business operations and expansion. No assurances can be given that we will\ngenerate revenue (or any at all) or obtain the necessary working capital to continue as a going concern.\n\n \n\nOur\ncurrent resources and source of working capital primarily consist of loans from several nonaffiliated parties who are business associates\nof our founder. These nonaffiliated financial sources we believe to be sufficient to keep our business operations functioning for the\nnext 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\nworking capital needs; Mr. Dolan’s, current plan is to perform most of the Company’s operational needs on his own without\nany cash compensation while he seeks additional sources of funding. This includes seeking to delay or defer payments to vendors and nonaffiliated\nparties. Through the date of this Report, deferred payment has helped us with managing our working capital needs. The Company developed\nmuch of its initial design of its environmentally optimized growing system through the efforts of Mr. Dolan. We currently spend between\n$30,000 and $50,000 per month on operational expenses not directly related to our completed public offering. Our monthly expenditures\nare primarily related to consulting services that we incur for design and manufacturing and software development. Each of these firms\nexpend approximately $15,000 to $20,000 per month in billable hours for services provided. To date we have not generated revenues from\nour business, and our expenses will continue to accrue or be deferred until sufficient financing is obtained to be able to pay for these\nexpenses. Additional financing may be obtained from our founder or others who are familiar with our founder and loan us the funds necessary\nto pay for these expenses. Through this date we have received interest-free loans and deferred payment on services to fund our operations.\nNo assurances can be given that we will be able to continue fund our operations beyond a month-to-month basis.\n\n \n\n12\n\n \n\n \n\n**2.**\n**GPODS,\nINC. is and will continue to be completely dependent on the services of our founder, president, and CEO, Robert Dolan. The loss of\nwhose services may cause our business operations to cease. We will need to retain qualified employees and outside consultants to\nfurther implement our business strategy.**\n\n \n\nOur\noperations and business strategy are completely dependent upon the knowledge and business relationships of Mr. Dolan, our founder and\nCEO. 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\nunable to work, our operations will likely fail. If we are able to find sufficient personnel, it is uncertain whether we will find someone\nto develop and execute our business along the lines described in this Report and performed by our founder and CEO. We will certainly\nfail without the services of Mr. Dolan or an appropriate replacement is found.\n\n \n\nWe\nintend 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\nresources to do so and Mr. Dolan is insurable. We have not procured such insurance, and no guarantee is certain that we will be able\nto obtain such key-man life insurance. Accordingly, it is important that we are able to attract, motivate and retain qualified employees\nor outside contractors to further our business efforts and operations.\n\n \n\n**3.**\n**Because\nwe recently commenced business operations, we face a high risk of business failure.**\n\n \n\nWe\nwere formed on March 27, 2017. Most of our efforts to date have been related to executing our business plan and expanding business operations.\nThrough March 31, 2026 we have had no revenues from operations. We face a high risk of business failure. The likelihood of success must\nbe considered in light of our expenses, complications and delays frequently encountered in connection with the establishment and expansion\nof a business and the competitive market in which the Company operates. There can be no assurance that revenues from sales of our product\nor services will continue to occur or that they will be significant enough or we will be able to sell at a profit, if at all. Future\nrevenues or profits, if any, will depend on numerous factors, including, but not limited to, initial market acceptance and the successful\nimplementation of a sound market strategy.\n\n \n\nThe\nCompany has not yet fully developed product or services that are saleable and available to consumers. We may not be able develop any\nproduct 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,\nwe must secure financing beyond “the recently completed direct public offering”. In the early stage of our operations, we\nhave attempted to keep our costs at a minimum. The cost to develop product and services as currently outlined may well be in excess of\n$250,000 which is beyond our current capital raise plans. We have no established source of funds to fully undertake our business and\nexpansion strategy as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder,\nand CEO providing most of the administrative and other operational functions on his own without any cash compensation. We currently use\nthe services of a technical design firm with whom we have been working with on an as “needed basis”. The technical design\nfirm 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\nto pay them in full or even partially for a period of time. This methodology could result in our optimized environmental grow-system\ndevelopment extending beyond another two to three years. If we are unable to obtain adequate funding or financing, the Company faces\nthe likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing for our\ngrowth.\n\n \n\nThe\nCompany’s profitability, if any, could be materially and adversely impacted if our product or services were to experience poor\noperating results. Our ability to achieve profitability will be dependent on the ability of our product or services to generate sufficient\noperating cash flow to fund growth or acquisitions. There can be no assurance that our results of operations will be profitable or that\nour strategy will be successful or even begin to generate sufficient revenues.\n\n \n\n13\n\n \n\n \n\n**4.**\n**We\nmay not have or ever have the resources or ability to implement and manage our growth strategy.**\n\n \n\nAlthough\nthe Company expects to experience growth based on the ability to implement and execute our business strategy, significant operations\nmay 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\ngrowth strategy is implemented, of which no assurances can be provided, a significant strain on our management, operating systems or\nfinancial resources may be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or if unexpected\ndifficulties are encountered during this growth, could impose a material adverse impact on the Company’s results of operations\nor financial condition.\n\n \n\nThe\nCompany’s ability to operate a profitable product or service line (if we are able to establish any product or service line at all)\nwill depend upon a number of factors, including: (i) identifying an appropriate and satisfactory sales channel; (ii) generating sufficient\nfunds from our then-existing operations or by obtaining third-party financing or additional capital to develop new products or develop\nnew services; (iii) the success or the Company’s management team along with our financial, accounting and internal control systems;\nand (iv) staffing, training and retention of skilled personnel, if any at all. These factors are beyond the Company’s control and\nmay be adversely affected by the economy or actions taken by competing businesses. Moreover, potential product or services that may meet\nthe Company’s focus and other criteria for developing new product or services, if we are able to develop or acquire at all, are\nbelieved to be limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or\nat all.\n\n \n\n**5.**\n**We\nmay not be successful in hiring technical personnel because of the competitive market for qualified people.**\n\n \n\nThe\nCompany’s success depends largely on its ability to attract, hire, train and retain highly qualified personnel. Competition for\nsuch personnel may be intense. There can be no assurance that the Company will be successful in attracting and retaining the specific\npersonnel it requires to conduct and expand its operations successfully or to differentiate us from our competitors. The Company’s\nresults of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train\nand retain such qualified personnel.\n\n \n\n**6.**\n**Our\nreliance on referrals from outside contacts to develop business may not be effective.**\n\n \n\nThe\nCompany initially will rely on our founder and CEO, Mr. Dolan, for a majority of our business and believes that industry professionals\nwill be an important source of business referrals. However, as is typical within the industry, there are no contractual agreements with\nconsultants or outside reps who may represent our product and services in the marketplace. We currently have no contracts or agreements\nin place with outside sales reps or industry professionals. No assurances can be given that using outside sales reps or industry professionals\nwill result in any meaningful numbers of sales leads or referrals.\n\n \n\n**7.**\n**Fluctuations\nin our financial results make quarterly comparisons and financial forecasting difficult.**\n\n \n\nThe\nCompany’s future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced\nin one or more quarters. Fluctuations in the Company’s quarterly operating results could result from a variety of factors, including\nchanges in revenues, size and timing of orders, changes in the mix of projects, the timing of new offerings by the Company or its competitors,\nnew office or facilities openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of\nnew and enhanced services offered by the Company or its competitors, changes in operating expenses, availability of qualified personnel,\ndisruption in sources of related product and services, the effect of potential acquisitions and industry and general economic factors.\nThe Company will have limited or no control over many of these factors. The Company’s expenses we believe will be based upon, in\npart, on its expectation as to future or projected sales. If revenue levels are below expectations, operating results are likely to be\nadversely affected by these revenue levels. Because of these fluctuations and uncertainties, our operating results may fail to meet the\nexpectations of investors. If this happens, any trading price of our common stock could be materially adversely affected.\n\n \n\n**8.**\n**There\nare significant potential conflicts of interest.**\n\n \n\nOur\nmanagement and employees will be required to commit substantial time to our business affairs and, accordingly, these individuals (particularly\nour founder and CEO) may have one or more conflicts of interest in allocating professional time among business activities. In the course\nof other business activities, certain key personnel (particularly our founder and CEO) may become aware of business opportunities which\nmay be appropriate for presentation to us, as well as other businesses with which they are affiliated. As such, there may be conflicts\nof interest in determining to which entity a business opportunity should be presented to. We cannot provide any assurance that our efforts\nto eliminate the potential impact of conflicts of interest will be effective.\n\n \n\n14\n\n \n\n \n\n**9.**\n**We\nwill need to establish additional relationships with industry professionals to fully develop and market our company and its intended\nproduct or services.**\n\n \n\nWe\ndo not possess all of the resources necessary to develop our product or services on a commercial scale. We will need to design a network\nof third-parties that will be able to carry out our intended market penetration, as well as enhance our marketing and sales strategy\nthrough appropriate arrangements with local industry professionals and consultants to design new product and services. If we are not\nable to enlist the services of third-party vendors, or seek out consultants, our business will suffer.\n\n \n\n**10.**\n**Following\nthe effective date of our registration statement we are subject to periodic reporting requirements of Section 15(d) of the Exchange\nAct.**\n\n \n\nFollowing\nthe effective date of our registration statement we are required to file periodic reports with the Securities and Exchange Commission\npursuant to the Exchange Act. In order to comply with these requirements, our independent registered public accounting firm will review\nour financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will\nreview and assist in the preparation of such reports. The costs charged by professionals for such services cannot be accurately predicted\nat this time. The number and type of financial transactions that we engage in and the complexity of our reports cannot be determined\nat this time and will affect the amount of time spent by our auditors and attorneys. However, the incurrence of such costs will obviously\nbe an expense to our operations and thus have a negative effect on our ability to meet overhead requirements and earn a profit.\n\n \n\nHowever,\nfor as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions\nfrom various reporting requirements that are applicable to other public companies that are not “emerging growth companies”\nincluding, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from\nthe requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval\nof any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer\nan “emerging growth company.”\n\n \n\nIf\nwe cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose\nconfidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.\n\n \n\n**11.**\n**Our\ninternal controls may be inadequate, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated.**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange\nAct Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive\nand principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with\ngenerally accepted accounting principles and includes those policies and procedures that:\n\n \n\n \n●\npertain\nto the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets\nof the Company;\n\n \n●\nprovide\nreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with\ngenerally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with\nauthorizations of management and/or directors of the Company; and\n\n \n●\nprovide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s\nassets that could have a material effect on the financial statements.\n\n \n\n15\n\n \n\n \n\nOur\ninternal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation\nbeing disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.\n\n \n\nFailure\nto achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to\nlose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business,\nfinancial condition, results of operations and future prospects.\n\n \n\nHowever,\nour auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to\nSection 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions\navailable to us through the JOBS Act.\n\n \n\n**12.**\n**The\ncosts of being a public company could result in us being unable to continue as a going concern.**\n\n \n\nAs\na public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits\nand internal control. The costs of maintaining our public company reporting requirements could be significant and may preclude us from\nseeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be more than $100,000\nper year and may well even be higher if our business volume or financial transactional activity increases significantly. Our current\nestimate does not include necessary expenses associated with compliance, documentation and specific reporting requirements of Section\n404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $75 million in market capitalization\nor we decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us\nunder the JOBS Act or until we have been public for more than five years.\n\n \n\nIf\nour revenues are insufficient or non-existent, and/or we cannot satisfy these costs through the issuance of shares or debt, we may be\nunable to satisfy these costs during the normal course of business. This would certainly result in our being unable to continue as a\ngoing concern.\n\n \n\n**13.**\n**Having\nonly two directors limits our ability to establish effective independent corporate governance procedures and increases the control\nof our founder, president, and CEO.**\n\n \n\nWe\nhave one director who serves as our sole officer and Chairman of the board. Accordingly, we cannot establish board committees comprised\nof independent members to oversee such functions as compensation or audit issues. In addition, currently a vote of the board is decided\nin favor of the chairman (who is our sole officer), which gives him complete control over all corporate issues. While our second board\nmember does place significant oversight over our officers, this is limited with the level of complexity that our board has.\n\n \n\nUntil\nwe have a much larger board of directors that include independent members, if ever, there will be limited oversight of our CEO’s\n(and founder’s) decisions and activities with little ability for minority shareholders to challenge or reverse such activities\nand decisions, even if they are not in the best interests of minority shareholders.\n\n \n\n**Risks\nRelated to Our Common Stock**\n\n \n\n**14.**\n**The\nCompany sold shares without an underwriter.**\n\n \n\nShares\nof common stock were offered on our behalf by Mr. Dolan, our founder and CEO, on a best-efforts basis. No broker-dealer was retained\nand no broker-dealer was under any obligation to purchase any shares of common stock. The sale of a small number of shares increases\nthe likelihood that no market will ever develop for our common stock.\n\n \n\n16\n\n \n\n \n\n**15.**\n**A\nlimited number of investors purchased shares of our common stock; they may lose their entire investment without us being even able\nto develop a market for our shares.**\n\n \n\nA\nsmall number of shares were sold by the Company (7,500,000) to 61 investors, even with this number of individual investors we will be\nunable to attempt to create a public market of any kind. In such an event, it is likely that the investors’ entire investment in\nour common stock may be lost. A number of our investor’s shares were reacquired by the Company through an arms-length transaction\nat $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\nCompany will have paid for these shares through the remittance of funds to each shareholder as those funds are available. A shareholder\npayable of $13,000 was recorded on the books as of September 30, 2020. As of January 4, 2025 all 45 of the investors received payment\nfrom the Company.\n\n \n\n**16.**\n**The\noffering price of our common stock was determined arbitrarily.**\n\n \n\nOur\noffering price was not determined by an independent financial evaluation, market mechanism or by our auditors, and was, therefore, to\na large extent arbitrary. Our PCAOB-registered public accounting firm has not reviewed management’s valuation and, accordingly\nexpresses no opinion as to the fairness of the offering price. As a result, the price of our direct public offering may not reflect the\nvalue perceived by the market. There can be no assurance that the common stock offered hereby is worth the price for which it was offered,\nand investors may, therefore, lose a portion of, or their entire, investment.\n\n \n\n**17.**\n**Shareholders\nmay be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.**\n\n \n\nWe\ndo not have a committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to\nsatisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock.\nOur board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (90,000,000)\nshares but unissued (67,020,000) shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital\nby selling shares, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders,\nfurther dilute common stock book value, and that dilution may be material.\n\n \n\n**18.**\n**The\ninterests of shareholders may be hurt because we can issue shares to individuals or entities that support existing management with\nsuch issuances serving to enhance existing management’s ability to maintain control of our company.**\n\n \n\nOur\nboard of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common\nshares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing\nmanagement which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval\nserves to enhance existing management’s ability to maintain control of the company.\n\n \n\n**19.**\n**Our\narticles of incorporation provide for indemnification of officers and directors at our expense and limit their liability.**\n\n \n\nOur\nArticles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall\nbe personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer;\nprovided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or\nomissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section\n78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective\nonly and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or\nomissions prior to such repeal or modification”.\n\n \n\n17\n\n \n\n \n\nWe\nhave been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal\nsecurities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim\nfor indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid\nby a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director,\nofficer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled\nby controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public\npolicy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to\nthis matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors\nis likely to materially reduce market and price for our shares, if such a market ever develops.\n\n \n\n**20.**\n**Currently,\nthere is no established public market for our securities, and there can be no assurances that any established public market will\never develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price\nfluctuations.**\n\n \n\nPrior\nto the date of this Report, there has not been any established trading market for our common stock, and there is currently no established\npublic market whatsoever for our securities. While we have not contacted a market maker, we will need to contact a market maker to file\nan application with Financial Industry Regulatory Authority (“FINRA”) on our behalf. This application would have been done\nin order to be able to quote the shares of common stock on the over-the-counter bulletin board (“OTCBB”) previously maintained\nby FINRA commencing only upon the effectiveness of our registration statement which occurred in fiscal year ending March 31, 2019.\n\n \n\nThe\nOTCBB was an electronic quotation service provided by the FINRA to its subscribing members for over-the-counter (OTC) trade data for\nU.S. stocks. Unlike other OTC platforms, OTCBB was a quotation-only service. In 2020, FINRA announced it was winding down the OTCBB,\nas the bulk of OTC stock trading occurred on OTC Markets Group’s platforms. FINRA officially ceased operations of the OTCBB on\nNov. 8, 2021.\n\n \n\nA\nFINRA member market maker selection will be made now that our direct public offering is completed and we have caught up on our public\nreporting for quarterly and annual financial information. There can be no assurance that a market maker’s application when filed\nwill be accepted by FINRA, and we cannot accurately estimate as to the period of time that the application will require. We are not permitted\nto file such application on our behalf; this can only be done by a market maker who is a member of FINRA.\n\n \n\nIf\nthis application is accepted by FINRA, there can be no assurances as to whether:\n\n \n\n \n(i)\nany\nmarket for our shares will develop;\n\n \n(ii)\nthe\nprices at which our common stock will trade; or\n\n \n(iii)\nthe\nextent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets\ngenerally result in lower price volatility and more efficient execution of buy and sell orders for investors.\n\n \n\nIf\nwe are able to have our shares of common stock quoted on the OTC Markets Group’s platforms, we will then try, through a market\nmaker and it’s clearing firm, to become eligible with the Depository Trust Company (“DTC”) in order to permit our shares\nto trade electronically. Generally, if an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between\nbrokerage accounts, which, based on the current realities of the marketplace, means that shares of an issuer will not be traded. Technically\nthe shares of an issuer may be traded manually between accounts, but this takes days, sometimes weeks, and is not a realistic option\nfor issuers. While DTC-eligibility is not a requirement to trade on the OTC Markets Group’s platforms, it is a necessity to process\ntrades if an issuers’ securities are going to trade with any volume. There are no assurances that our shares of common stock will\never become DTC-eligible or, if they do how long it will take to accomplish.\n\n \n\nIn\naddition, our common stock is unlikely to be followed by financial analysts, and few institutions acting as market makers will act in\nsuch capacity for our common stock. These factors could adversely affect the liquidity and trading price of the shares of our common\nstock. Until the shares of our common stock are fully distributed, and an orderly market develops, if ever, the price at which it trades\nis likely to fluctuate. Prices for the shares of our common stock will be determined by the marketplace and may be influenced by many\nfactors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including\nfactors referred to elsewhere, investor perception of the Company and general economic and market conditions. No assurances can be provided\nthat an orderly or liquid market will ever develop for the shares of our common stock.\n\n \n\n18\n\n \n\n \n\nBecause\nof the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these\nsecurities. Purchasers of our securities should be aware that any market that develops will be subject to the penny stock regulations\nand restrictions.\n\n \n\n**21.**\n**Any\nmarket that develops will be subject to the penny stock regulations and restrictions pertaining to low priced stocks.**\n\n \n\nThe\ntrading of our securities, if any, will be in the over-the-counter markets such as OTCQX, OTCQB or OTC-Open Market trading platforms\nas maintained by OTCMarkets Group, Inc. (the “OTC Market”). As a result, investors will find it difficult to dispose of,\nor to obtain accurate quotations as to the price of, our securities.\n\n \n\nOTCQX\n- This is considered the highest tier of OTC Markets’ securities based on the amount of available information. In order to be eligible\nfor the OTCQX tier, the reporting companies must be current on all regulatory disclosures, maintain audited financials, and may not be\na penny stock as that term is defined below, or a shell corporation, or in bankruptcy.\n\n \n\nOTCQB\n- This tier is designed for early-stage or growth companies. Reporting companies must have a minimum bid price of $0.01. These reporting\ncompanies must be current in their regulatory reporting and have audited annual financials in accordance with U.S. GAAP. Similar to OTCQX,\nthese reporting companies may not be in bankruptcy.\n\n \n\nPink\nMarket (“OTC Pink Sheets”) - This tier is also known as the Open Market. There are no minimum financial standards in terms\nof regulation, and it can include a wide variety of companies, including foreign companies, penny stock companies, shell companies, and\nother firms that choose not to provide or disclose financial information. Within the Pink Market, companies are classified as showing\ncurrent or limited information.\n\n \n\nRule\n3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security\nthat 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\nnumber of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately\nforeseeable future. This classification severely and adversely affects any market liquidity for our common stock.\n\n \n\nFor\nany transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s\naccount for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting\nforth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in\npenny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make\na reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge\nand experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.\n\n \n\nThe\nbroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Securities and Exchange\nCommission relating to the penny stock market, which, in highlight form, sets forth:\n\n \n\n \n●\nthe\nbasis on which the broker or dealer made the suitability determination; and\n\n \n●\nthat\nthe broker or dealer received a signed, written agreement from the investor prior to the transaction.\n\n \n\nDisclosure\nalso has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’\npayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies\navailable to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent\nprice information for the penny stock held in the account and information on the limited market in penny stocks.\n\n \n\nBecause\nof these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures or may encounter\ndifficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders\nto sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These\nadditional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly\ntraded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our\nshares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood,\nfind it difficult to sell their securities.\n\n \n\n**22.**\n**The\nmarket for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.**\n\n \n\nCompany\nmanagement believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:\n\n \n\n \n●\nControl\nof the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;\n\n \n●\nManipulation\nof prices through prearranged matching of purchases and sales and false and misleading press releases;\n\n \n\n19\n\n \n\n \n\n \n●\n“Boiler\nroom” practices involving high pressure sales tactics and unrealistic price projections by sales persons;\n\n \n●\nExcessive\nand undisclosed bid-ask differentials and markups by selling broker-dealers; and\n\n \n●\nWholesale\ndumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with\nthe inevitable collapse of those prices with consequent investor losses.\n\n \n\n**23.**\n**Any\ntrading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading\nabsent compliance with individual state laws.**\n\n \n\nCurrently\nthere is no established public market for the shares of our common stock, and there can be no assurance that any established public market\nwill develop in the foreseeable future. Transfer of shares of our common stock may also be restricted under the securities or securities\nregulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent\ncompliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered\nhereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire\nto purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky\nlaw restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions\nprohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale\nin 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\nby 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.\nAccordingly, investors should consider the secondary market for our securities to be a limited one.\n\n \n\n**24.**\n**Our\nboard of directors (consisting of two persons) have the authority, without shareholder approval, to issue preferred stock with terms\nthat may not be beneficial to common stockholders and with the ability to affect adversely shareholder voting power and perpetuate\ntheir control over us.**\n\n \n\nOur\narticles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board\nof directors have the authority to fix and determine the relative rights and preferences of the preferred stock. Our board of directors\nhave the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result,\nour board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to\nour assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and\nthe right to redemption of the shares, together with a premium, prior to the redemption of the shares of our common stock.\n\n \n\n**25.**\n**The\nability of our founder and CEO to control our business may limit or eliminate minority shareholders’ ability to influence corporate\naffairs.**\n\n \n\nAs\nof the date of this report our founder and CEO beneficially owns 57 percent of our equity. Because of his beneficial ownership, our founder,\nand CEO is in the unique position to elect the board of directors, decide on all matters requiring shareholder approval and determine\nour policies. The interests of our founder and CEO may differ from the interests of other shareholders, such as with respect to the issuance\nof new shares, business transactions with or a sale to other companies, selection of additional officers and directors and other significant\nbusiness decisions. Minority shareholders would have no way of overriding decisions made by our founder and CEO. This level of control\nmay have an adverse impact on the market value of the shares of our common stock because our founder and CEO may institute or undertake\ntransactions, policies or programs that may result in losses, may not take any steps to increase our visibility in the financial community\nor may sell sufficient numbers of shares to significantly decrease our price per share.\n\n \n\n20\n\n \n\n \n\n**26.**\n**A\nsignificant portion of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as\namended.**\n\n \n\nA\nsignificant portion of our outstanding shares of common stock (16,780,000 of the 22,980,000 shares or 73.0%) are “restricted securities”\nas defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or\nan exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted\nsecurities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case\nherein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation,\nin brokerage transactions. Affiliates, however, may not sell shares in excess of one percent of the Company’s outstanding common\nstock 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\nsecurities 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\n90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A\nsale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of\npresent stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.\n\n \n\n**27.**\n**We\ndo not expect to pay cash dividends in the foreseeable future.**\n\n \n\nWe\nhave never paid cash dividends on our common stock. We do not expect to pay dividends on our common stock at any time in the foreseeable\nfuture. The payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors\nthat our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment,\nif any, will depend solely on an increase, if any, in the market value of our common stock.\n\n \n\n**28.**\n**We\nare an “emerging growth company” and cannot be certain whether the reduced disclosure requirements applicable to emerging\ngrowth companies will make our common stock less attractive to investors.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various\nreporting requirements that are applicable to other public companies that are not “emerging growth companies” including,\nbut not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,\nreduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the\nrequirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden\nparachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will\nrely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market\nfor our common stock and our stock price may be more volatile.\n\n \n\nIn\naddition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition\nperiod provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an\n“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply\nto private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will\ncomply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging\ngrowth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with\nnew or revised accounting standards is irrevocable.\n\n \n\n**29.**\n**Because\nwe are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have\nlimited protection against interested director transactions, conflicts of interest and similar matters.**\n\n \n\nThe\nSarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the Securities and Exchange Commission, the New York and\nAmerican Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating\nto corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and\napply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with\nmany of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with\nsuch compliance any sooner than legally required, we have not yet adopted these measures even though we may be required in the future.\n\n \n\n21\n\n \n\n \n\nBecause\nof the size of our board of directors and the limited number of independent directors, we do not have independent audit or compensation\ncommittees. As a result, our board of directors have the ability, among other things, to determine their own level of compensation. Until\nwe comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of\ncorporate governance may leave our stockholders without protections against self-interested director transactions, conflicts of interest,\nif any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.\n\n \n\nWe\nintend to comply with all corporate governance measures relating to director independence as and when required. However, we may find\nit very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide\nfor our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted\nin a series of rules and regulations by the Securities and Exchange Commission that increase responsibilities and liabilities of directors\nand executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified\nindividuals from accepting these roles. Some of the corporate governance measures have been metered by the JOBS Act.\n\n \n\n**30.**\n**You\nmay have limited access to information regarding our business because our obligations to file periodic reports with the Securities\nand Exchange Commission could be automatically suspended under certain circumstances.**\n\n \n\nAs\nof the effective date of our registration statement we became subject to certain informational requirements of the Exchange Act, as amended\nand are required to file periodic reports (i.e., annual, quarterly and material events) with the Securities and Exchange Commission which\nwill be immediately available to the public for inspection and copying. In the event during the year that our registration statement\nbecame effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less\nthan 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\nafter the year in which our registration statement became effective, we will no longer be obligated to file such periodic reports with\nthe Securities and Exchange Commission and access to our business information would then be even more restricted. After this we may be\nrequired to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required\nto furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report\ntheir beneficial ownership of securities to the Securities and Exchange Commission pursuant to Section 16 of the Exchange Act. Previously,\na company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS\nAct raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not “accredited investors”\n(or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to\nemployee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding\nour business and operations will be limited.\n\n \n\n**For\nall of the foregoing reasons and others set forth herein, an investment in our securities and any market that may develop in our securities\nin the future involves a high degree of risk and potential loss of your entire investment.**"}