{"url_path":"/sec/cik-0001748232/10-k/2026/item-401","section_key":"item-401","section_title":"Item 401 (f) of Regulation S-K in the past 10 years.","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":840,"has_tables":true,"body_markdown":"Item 401(f) of Regulation S-K in the past 10 years.\n\n \n\n*Committees\nof the Board of Directors*\n\n \n\nThe\nCompany does not currently have any committees of the Board of Directors. Concurrent with having sufficient members and resources, the\nBoard of Directors plans to establish an audit committee and a compensation committee. We believe that a minimum of five directors is\nneeded to have effective committee system**s**. The audit committee will review the results and scope of annual audits and other services\nprovided by independent auditors and will review and evaluate the system of internal controls. The compensation committee will manage\nany stock option plan we may establish and review and recommend compensation arrangements for officers. No final determination has yet\nbeen made as to the membership\n\n \n\n*Nominations\nto the Board of Directors*\n\n \n\nOur\ndirectors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered\nbased upon various criteria, such as their broad-based business and professional skills and experiences, a global business and requirements\nof these committees or when we may have sufficient members to establish such committees. See “Executive Compensation” hereinafter.\n\n \n\nAll\ndirectors will be reimbursed by GPods for any expenses incurred in attending directors’ meetings provided that GPods has the resources\nto pay these fees. GPods will consider applying for officers and directors’ liability insurance at such time that it has the resources\nto do so.\n\n \n\n*Code\nof Ethics*\n\n \n\nWe\nadopted a Code of Ethics (the “Code”) that applies to directors, officers and employees, including our chief executive officer\nand chief financial officer. A written copy of the Code has been filed with the SEC and is available upon written request to the Company.\n\n \n\n39\n\n \n\n \n\nsocial\nperspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.\n\n \n\nIn\naddition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly,\nwe seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities\nto the Company.\n\n \n\n*Director\nNominations*\n\n \n\nAs\nof March 31, 2026, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board.\n\n \n\n*Employment\nArrangements*\n\n \n\nNone\nof our officers, directors, or employees are currently party to employment agreements with the Company. The Company has no pension, health,\nannuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are\nno personal benefits available for directors, officers or employees of the Company.\n\n \n\n*Involvement\nin Certain Legal Proceedings*\n\n \n\nExcept\nas described below, during the past ten years, no present director, executive officer or person nominated to become a director or an\nexecutive officer of the Company:\n\n \n\n \n1.\nhad\na petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar\nofficer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at\nor within two years before the time of such filing, or any corporation or business association of which he was an executive officer\nat or within two years before the time of such filing;\n\n \n2.\nwas\nconvicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);\n\n \n3.\nwas\nsubject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,\npermanently or temporarily enjoining his from or otherwise limiting his involvement in any of the following activities:\n\n \n\n \ni\nacting\nas a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction\nmerchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,\nor as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any\ninvestment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice\nin connection with such activity;\n\n \nii\nengaging\nin any type of business practice; or\n\n \niii\nengaging\nin any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal\nor state securities laws or federal commodities laws; or\n\n \n\n \n4.\nwas\nthe subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring,\nsuspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph\n(3) (i), above, or to be associated with persons engaged in any such activity; or\n\n \n5.\nfound\nby a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading\nCommission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended\nor vacated.\n\n \n\n40"}