{"url_path":"/sec/cik-0001748232/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**","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":9230,"has_tables":true,"body_markdown":"**ITEM\n7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**\n\n \n\n*Forward\nlooking statements: Statements about our future expectations are “forward-looking statements” and are not guarantees of future\nperformance. When used herein, the words “may,” “will,” “should,” “anticipate,” “believe,”\n“appear,” “intend,” “plan,” “expect,” “estimate,” “approximate,”\nand similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent\nin our business, including those set forth under the caption “Risk Factors,” in this Report, and are subject to change at\nany time. Our actual results could differ materially from these forward-looking statements. This Annual Report on Form 10-K does not\nhave any statutory safe harbor for this forward-looking statement. We undertake no obligation to update publicly any forward-looking\nstatements.*\n\n \n\nManagement’s\nDiscussion and Analysis should be read in conjunction with the financial statements included in this annual report on Form 10-K (the\n“Financial Statements” or “Report”). These financial statements have been prepared in accordance with generally\naccepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein\nand in the following management discussion and analysis are quoted in United States dollars.\n\n \n\nThe\nfollowing discussion of the Company’s financial condition and the results of operations should be read in conjunction with the\nFinancial Statements and footnotes thereto appearing elsewhere in this Report.\n\n \n\nThe\nPrivate Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms\nof the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this Report contains\ncertain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s\nother filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations\nand are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described\nin the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results;\n(b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the\nability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments\nthrough a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.\n\n \n\n*Operations*\n\n \n\nWe\nwere incorporated on March 27, 2017 and soon thereafter acquired our business plan from our founder and CEO, Mr. Robert Dolan. Most of\nthe activity through July 14, 2026 involved the execution of our business plan, business development, technical engineering and design\nof the GPod grow-system and associated services, along with an emphasis on low-cost production of modular components and configurations,\nand of course the preparation of the Company’s financial statements and other financial information as well as our corporate governance\nefforts.\n\n \n\n24\n\n \n\n \n\nWe\nare a development stage business and have very limited financial resources. We have not established a source of equity or debt financing.\nOur independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of\nour ability to remain as a going concern. An investor or financial statement reader should read our Risk Factors in full.\n\n \n\nOur\nplan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our business(s) or support\nservices to meet our obligations on a timely basis. The Company has not yet acquired or internally developed a ready for market product\nor service utilizing our environmental growing system. We may not be able to acquire or internally develop any product or services in\nthe future because of a lack of available funds or financing to do so. In order for us to develop or acquire new products or services,\nwe must be able to secure financing, this includes beyond just the net proceeds of the completed direct public offering. In the early\nstages of operations, we will continue to maintain or keep our costs to a minimum. The cost to develop the business plan as currently\noutlined may very well be in excess of $250,000. We have no established source of funds to undertake the business plan as currently outlined.\nUntil we obtain the necessary funding, if ever, we will continue to keep our operating costs as low as possible. Our founder and CEO\nwill provide a substantial amount of the work without any cash compensation. This methodology would certainly result in extending our\ndevelopment stage for at least two to five years. If we are unable to obtain adequate funding or financing, the Company faces the ultimate\nlikelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for\nthe Company’s growth.\n\n \n\n*Business*\n\n \n\nThere\nis no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of development\nis a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the capital necessary.\nIf we do, services could be ready within three to six months following that the necessary funds have been secured by us. If we do not\nraise sufficient financing, revenue producing activities of any kind will most likely not commence for at least 18 months, if ever.\n\n \n\nWe\nare building a company that provides turn-key stand-alone grow modules intended to fit in a standard size garage. We are developing an\nenvironmentally sound, cost-efficient optimized grow-system (“optimized growing system”) that provides customization of the\nGPod layout with interchangeable modules to match the growers’ needs. Our optimized growing system will enable consumers to modify\nand enhance their GPod layout to create custom systems with modifications such as thicker/thinner insulated walls, automated growing\nsystems (i.e. hydroponic and aeroponic based), environmental controls (heating/cooling/humidity/arid), flood trays, drip systems, and\nlighting choices (LED, incandescent, infrared, ultraviolet, etc.). The user will have access to the latest technological advancements\nand trends in the horticultural world, while staying well within the guidelines of organic growing as currently understood.\n\n \n\nOur\noptimized growing system will provide users with what we believe to be a comprehensive approach to custom organic gardening in the urban\nenvironment. We believe this approach will provide an experience in organic gardening that will become the new way to capture would-be\nhome gardeners by providing a turnkey garage sized GPod. This ready-to-go system will offer an immediate sense of satisfaction from the\nGPod gardener. The immediate ability to start growing your own vegetables with only a minimal effort by the gardener combined with the\nnet results of incredible organic fruits and vegetables will make the GPod provide the urban gardener self-sufficiency for their family\nand friends. We believe this new concept in gardening using the GPod grow-system will provide maximum yield per square foot. We have\ncreated a system that is easy to operate and is so simple that it promotes creativity. This approach will additionally help us in creating\nlong-lasting return customers and create new relationships.\n\n \n\nOur\nbusiness operations will be comprised of two distinct segments:\n\n \n\n \na)\nGPod\nsales of modular organic systems for micro-farming consumers; and\n\n \nb)\nSupport\nservices for the micro-farming consumer\n\n \n\n25\n\n \n\n \n\nWe\ndeveloped our optimized growing system utilizing internal resources, our founder’s vast knowledge and assistance from a reputable\ndesign and engineering firm with experience in project development like this. We have not yet formalized any relationships with manufacturers\nof our product or ancillary components that we intend to use. The Company intends to seek the help of outside sales representatives and\nmarketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to pursue\nthis strategy with further financing and hire an in-house web design and support group. To date no commercial website or services have\nbeen developed through these efforts. The Company believes our customers will primarily come from social media, SEO (search engine optimized)\nadvertising, word of mouth, trade shows and conventions.\n\n \n\nWith\na goal of building mobile farming systems that provide the customer’ the ability to meet their food needs. GPods has developed\nan aeroponic system that cuts down on time, water-use, energy-use, and cost reduction, while boosting production and to promote healthier\nfoods. The vertical farming system allows the operator to grow up to three times more produce in a given area than conventional hydroponic\ngrowing systems. This system is designed to reduce water usage by 50% compared to conventional hydroponic methods.\n\n \n\nThe\nGPod system uses an innovative technology to grow a wide variety of plants, including vine plants, root plants, flowers, and greens.\nThe vertical aeroponic system – meaning plants are grown without soil by exposing roots to mineral nutrient spray solutions in\na water solvent – aims to reduce expenses associated with energy, water, space, and labor. While hydroponics technology is expected\nto continue to dominate the market over the next few years, aeroponic and aquaponics systems are expected to show rapid growth due to\nthe lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost benefits.\n\n \n\nThe\nGPod vertical is comprised of one reservoir, one water pump, and multiple rows of 2-inch square holes to which the seedling inserts are\naffixed. The spray of nutrient-rich water feeds the plants efficiently and provide cost saving by using less water and food. The rows\nare spaced to reduce the size requirements for water, and energy usage but are fully accessible for harvesting from the ground. While\nhydroponics technology is expected to continue to dominate the market over the next few years, aeroponic and aquaponics are expected\nto show rapid growth due to the lower water usage of the former and the rising adoption of the latter by small-scale systems due to cost\nbenefits.\n\n \n\nWith\na goal of building mobile farm systems that provide customers the ability to meet their food production needs, GPods believes that it\nhas developed an aeroponic system that cuts down on time, water, and energy use, and reduces costs, while boosting production and to\npromote healthier foods. Its vertical farming system allows the operator the ability to grow up to three times more produce in a given\narea than conventional hydroponic growing systems. The system is designed to reduce water usage by about 50% compared to conventional\nhydroponic methods.\n\n \n\nOur\nplan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our environmentally optimized\ngrowing system business(s) or services (complimentary to the grow-system) to meet our obligations on a timely basis. The Company has\nnot yet acquired or fully developed any of its intended services. We may not be able to acquire or internally develop any of its intended\nservices in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any of its intended\nservices, we must be able to secure the necessary financing, beyond just the proceeds of the completed direct public offering. In the\nearly stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined\nwill be in excess of $500,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain\nfunding, if ever, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work\non his own without any cash compensation. This methodology would result in our development stage extending for at least two to three\nyears.\n\n \n\nWe\nbelieve that our environmentally optimized growing system division may begin to generate sufficient revenues earlier than the corporate\ndirect sales. If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure.\nThere are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.\n\n \n\n*Industry\nOverview*\n\n \n\nAspiring\nurban organic growers who are challenged may find history interesting that the modular growing systems were invented by horticultural\nengineers as early as the 19th century. Famous botanist George Arends saw the need for year-round growing to accomplish the success in\nhis prolific perennials. These controlled systems were expensive and therefore limited in size; therefore, he was always trying to make\nthe limited space available more productive. George Arends (1862-1952) of Ronsdorf, Germany was a prolific breeder of perennials. Best\nknown for his cultivars of False Spirea (*Astilbe*), with perhaps 95% of those sold today belonging to the *arendsii* species,\nhe also bred *Bergenia, Sedum, Phlox*and *Campanula.*Between 1902 and 1952 Arends introduced over 74 cultivars of *Astilbe*,\nwith the bronze leaf and red flowered ‘Fanal’ in 1933 the first of its type.\n\n \n\n26\n\n \n\n \n\nThe\npurist of the organic growing movement initially thought that the highest form of organic growing was achieved outdoors in the soil under\nthe sun; little did they know that the soil, water and other local factors were toxic and not controllable. The GPod creates a pure,\nclean environment, free of toxic factors, finite, in that the ‘grow’ is starting from scratch with pure materials and a clean\nenvironment.\n\n \n\nEarly\ndevelopment of outdoor greenhouses was embraced for their ability to seize control of nature’s uncontrollable whims. Although embraced\nfor its superiority over standard outdoor farming, it still was lacking some of the base needs in order to be a perennial grower. Green\nhouses were an attempt to bring a semblance of control into farming, pests were rampant, water was at a premium, and toxic chemicals\nwere around every corner, causing issues at every corner. In the 50’s greenhouse growing became mainstream, rows of green houses\nas far as the eye could see, high yields and low loss continued to encourage the trend. It wasn’t till the late 80’s that\nconsumers started to become more informed, informed of the lack of supervision of what goes into the growth of the food they were eating,\nthe organic movement was born, the consumer started to change his demands, and the market place reacted. Today the organic movement is\nking, the majority of consumers are well informed, and they demand the strict control of the growth of their consumables.\n\n \n\nBased\non industry reports, sales of organic food growing hardware and supplies, the industry has seen revenue doubled every three years; outperforming\nmost traditional outdoor commercial gardening relative revenues. In the United States indoor organic gardening may surpass $10 billion\nper annum. Over the next five years this represents more than $500 million in sales; a significant increase to current spending of controlled\nindoor growing equipment and other ancillary products. Retail sales we believe have historically served the average organic grower. Our\nmanagement team believes that the GPod system will revolutionize this relationship by providing the infrastructure at a reasonable cost\nwith supplies arriving on a scheduled as needed basis.\n\n \n\nWe\nbelieve the confluence of a need for organic foods in combination with the recent advances with indoor gardening, cost reduction in startup\nand online customization of the GPod present an opportunity for us to position our business in introducing a revolutionary product and\nbusiness model. Garage space planning and design will be changed in future housing to incorporate this new system of growing.\n\n \n\n*Competitive\nFocus*\n\n \n\nWe\nexpect to encounter strong competition in all areas of our business activity. We intend to compete on the basis of technology, performance,\nprice, quality, reliability, reputation, distribution, range of products and services, ease of use of our products, account relationships,\nuser training, service and support, security, availability of applications and internet infrastructure offerings, and our sustainability\nperformance.\n\n \n\nThe\nmarkets for our key business are characterized by strong competition among major corporations with long-established positions and a large\nnumber of new and rapidly growing businesses which we will compete with. In this market most product life cycles are short, and to remain\ncompetitive we must develop new products and services, periodically enhance our products and services and compete effectively on the\nbasis of the above various factors. In addition, we may compete with our potential partners, including other grow-system businesses that\ndesign, manufacture and market their products. Our successful management of these competitive relationships will be critical to our success.\nMoreover, we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market.\n\n \n\nWe\nbelieve the following will assist us in exploiting the expected growth in the environmentally optimized integrated portable grow-system\nmarket which is ideal for growing high quality specialty crops and many varieties of herbs and other plant life with controlled indoor\norganic gardening:\n\n \n\n \n1.\nScalability.\nWe believe our state of-the-art, environmentally optimized grow-system and its varied support by unique GPod design and services\nwill become scalable, a solution designed to serve the underserved, fragmented horticulture and micro-farming market and sophisticated\nurban gardener.\n\n \n2.\n“Sticky”\nRelationship. Our business model will provide a solution that is designed to act as an incentive to keep the consumer engaged\nwith our state of-the-art, environmentally optimized grow-system and support services using current and future GPod modules.\n\n \n3.\nExpertise\nin Indoor Gardening. Our founder has extensive experience in organic growing which comes from his vast experience in the commercial\ngrowing industry. We will seek to capitalize on that expertise.\n\n \n4.\nSpeed\nto Implementation. We believe that a fully-developed environmentally optimized grow-system and well thought-out vertical GPod\nproduct line, in combination with our manufacturing and distribution system, will provide immediate insight into the usage (and behavior)\nof our consumer and their micro-farming output and customers’ unique growing needs.\n\n \n\n*Growth\nStrategy*\n\n \n\nKey\nelements of our growth strategy shall include:\n\n \n\n \n1.\nCore\nProducts. We plan to enhance our core products through user interface and functionality with our optimized growing system as\nwell as interchangeable modules for different growing requirements, with new offerings as soon as reasonably practicable.\n\n \n2.\nFocus.\nWe intend to organically grow market penetration by: (a) securing contracts with organic wholesalers in various markets, (b) exploiting\nsocial networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.\n\n \n3.\nStrategic\nAlliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby\nreducing our development cost and introducing us to consumers and end-users.\n\n \n4.\nInternational\nExpansion. We intend to expand internationally through partnerships and alliances.\n\n \n\n27\n\n \n\n \n\n*Business\nObjectives*\n\n \n\nOur\nobjective is to become a provider of self-contained organic grow modules. We are pursuing the following strategies to achieve this goal:\n\n \n\n \na)\nInitiating\nwebsite development and ecommerce function, identifying complimentary product offerings, promoting, and advertising through social\nmedia campaigns;\n\n \nb)\nCreate\na national media presence through social media – We will seek to create and enhance a national awareness and aggressively market\nour products through social media outlets;\n\n \nc)\nIdentify\nand develop strategic relations with our Manufacturing partners – utilize partners, high volume distribution facility to create\nhighly efficient low-cost production model; and\n\n \nd)\nHigh\nfunctioning, and esthetically pleasing grow modules will contribute to growers’ overall productivity and sense of well-being.\nGPods can convey a sense of self-reliance for the basic needs of life. We will provide a comprehensive selection of modules that\ncan be food oriented or yield based to meet the expectations of each individual organic grower. Every Urban grower may not have the\nmeans to grow, but with the help of GPods they can grow year-round.\n\n \n\nGPod\nproducts can transform any garage space into a productive space for the family to enjoy, not just the farmer. We believe that friends\nvisiting the garage fitted with a GPod products will instantly be won over.\n\n \n\n*The\nFuture (Phase 1 and Phase 2)*\n\n \n\nThe\nvan conversion business transforms standard cargo or passenger vans into custom living spaces, catering to the growing demand for mobile\nlifestyles and adventure travel. We believe that this business can offer both ready-made converted vans for sale and conversion services\nfor customer-owned vehicles, targeting outdoor enthusiasts, digital nomads, and those seeking alternative housing solutions. The market\nis currently experiencing robust growth, driven by trends in remote work, travel, and sustainability making it perfect for our Proto\nPod-II experience.\n\n \n\nOverview\n- The Model: Custom van conversions (both ready-made vans for sale and custom conversion services for client-owned vehicles). The Market:\nAdventure travelers, van life enthusiasts, digital nomads, and eco-conscious consumers. The Selling Proposition: High-quality, handcrafted\nconversions with options for sustainable materials and advanced off-grid technology.\n\n \n\nMarket\n- The global van conversion market was valued at approximately $2.5 billion in 2024 and is projected to reach approximately $4.8 billion\nby 2033, with a compound annual growth rate (“CAGR”) of 7.5%. We believe that demand will be fueled by: The rise of van life\nculture and remote work. Desire for cost-effective, flexible travel and living options. Growing interest in eco-friendly and electric\nvan conversions. Key competitors include established conversion shops and DIY builders. Differentiation can be achieved through design\nquality, customization, and customer service.\n\n \n\nProducts\nand Services - Ready-Made Camper Vans: Purchase and convert vans, then sell as turnkey living spaces. Higher profit margins but longer\nsales cycles. Custom Conversion Services: Convert customer-supplied vans to their specifications. Lower margins but quicker turnaround\nand less inventory risk. Upgrade Packages: Solar power, water systems, insulation, heating/cooling, custom cabinetry, and tech integration.\nConsulting & Design: For DIY customers seeking professional guidance.\n\n \n\nPlanning\n- Facility: Workshop for conversions, storage, and client consultations. Team: Skilled carpenters, electricians, plumbers, and project\nmanagers. Start small, scale as demand grows. Suppliers: Source sustainable and high-quality materials in bulk to control costs. Process:\nStandardize workflows for efficiency—planning, metalwork, electrics, insulation, carpentry, water/gas, and furnishings. Project\nManagement: Use digital tools to track progress, manage timelines, and communicate with clients.\n\n \n\nSales\nand Marketing - Digital Presence: Professional website with portfolio, pricing, and customer testimonials. Social media: Active Instagram,\nYouTube, and Facebook accounts showcasing builds and behind-the-scenes content. Leverage daily updates and van tours to attract buyers.\nEvents: Attend RV, van life, and outdoor expos. Partnerships: Collaborate with campgrounds, adventure outfitters, and travel influencers.\nReferral Program: Incentivize satisfied customers to refer new clients.\n\n \n\nLegal\nand Regulatory - Business Registration: Obtain appropriate licenses and permits for your location. Insurance: Commercial auto, general\nliability, and property insurance. Certifications: Use licensed professionals for plumbing, electrical, and propane installations. Secure\nnecessary permits and inspections. Vehicle Titling: Assist clients with title transfers and registration.\n\n \n\nRisk\n- Inventory: Selling ready-made vans can tie up capital; balance with custom conversion services for steady cash flow. Market: Monitor\ntrends and adjust offerings (e.g., electric van conversions, off-grid tech) to stay competitive. Quality: Maintain high standards to\nbuild reputation and secure referrals.\n\n \n\nA\nvan conversion business incorporating the Proto Pod-II concept offers strong growth potential by combining craftsmanship, design, and\nadventure. The Company’s success will depend on efficient operations, standout marketing, and delivering exceptional customer experiences.\nWith the right strategy, this new business segment we believe can capture a significant share of a thriving and evolving market that\nis available to the Company.\n\n \n\n28\n\n \n\n \n\n*Historical\nTimeline and Roll-out*\n\n \n\nWe\nbifurcated the Company’s activity into Phase One and Phase Two. Phase One encompasses from April 2017 through April\n2020 (full Covid-19 lockdown) while Phase Two encompasses May/June 2020 through to the current date of November 2025.\n\n \n\nPhase\nOne:\n\n \n\nMost\nof our activity in the early days involved the execution of the Company’s business plan, business development activity, technical\nengineering and design of the GPod grow-system and associated services, along with an emphasis on low-cost production of modular components\nand configurations.\n\n \n\nPrior\nto Covid-19 and its profound effect on businesses worldwide we developed a working model of our GPod modular grow-system in several sizes.\nWe developed a ‘smart’-system for our GPod grow-system to be used by our customers, utilizing their mobile devices or through\na remote network. We began to develop a network of sales professionals that will assist the Company in deploying these systems in the\norganic growing space.\n\n \n\nThe\nCompany has been building what it believes to be a transformative cultivation pod which will revolutionize urban indoor farming or off\nthe grid farming. Over the years’ management and the Company have been working on the GPods’ revolutionary design and cost-effective\nurban indoor farming environment. The Company began executing its business plan to transform the utilization of garages and small properties\ninto functioning home farms. Urban farmers can utilize a proprietary smartphone app or a web-based product that provides complete control\nover the GPod. Connecting growers to suppliers of seed and plant food in real-time with competitive pricing. Our GPod allows a home farmer\nto become food independent and provide security of their food source and its sourcing.\n\n \n\nThe\nCompany has been actively engaged in the development of an urban self-contained grow pods using the latest in drip and spray irrigation,\nenvironmental monitoring and automation technology. Since inception March 2017 we’ve incurred more than $1 million in direct costs\nto develop the GPod modular growing system and ancillary products. These costs are substantial despite the Company’s limited financing\nand its efficient use of capital, without the direct cause and effect of recording a sizeable asset onto its balance sheet.\n\n \n\nSpecifically,\nthe Company during Phase One had –\n\n \n\n●Engaged\nthe services of an outside product design firm (housing-spray systems – control apps)\nto help with its product development and future roll-out;\n\n●Collaborated\nwith several tech service providers in order to support to our applications, along with cloud\naccess for real-time usage of our applications by GPod farmer.\n\n●Tasked\ncertain app developers to establish and create a scalable cloud infrastructure;\n\n●Tasked\ncertain product design firms for both GPod core and component design;\n\n●Initiated\ndevelopment of failsafe system to shut down GPod due to environmental factors that would\ncause potential fire;\n\n●Initiated\ndocumentation and support of product issue management. (Based on an initial beta testing\nof our rudimentary application software);\n\n●Added\nstrategic features to its application design as project planning expands;\n\n●Initiated\ndevelopment of a dedicated design team to assist with understanding the challenges, advantages\nand drawbacks for our specific manufacturing processes;\n\n●With\nthe assistance of product design firm assessed short term as well as long term objectives\nof its business plan, while planning GPod rollout;\n\n●Begun\nto address the perceived inadequacy of using an app on a small screen (smart phone) with\nthe objective to overcome this obstacle with elegant design. Images are optimized to provide\nfast loading and what we believe to be a trouble-free user experience;\n\n●With\nthe assistance of certain product design firms developed a core list of suppliers to maintain\ncomponent pricing;\n\n●Tasked\ncertain design teams to search out and use the latest technologies available in the market.\nCreating a grow environment with the newest growing technologies;\n\n●Tasked\ncertain product design firms with providing an end-to-end iPhone app development, including\n- requirement gathering, architecture, design, development, testing and ultimately deployment;\n\n●Through\nits development process, set short-term/mid-term goals with product design firm to provide\nscalable component system for new food sources.\n\n \n\nPhase\nTwo:\n\n \n\n2020\n– Off the Grid Development and Proof of Concept – GPods’ Off the Grid product was conceptualized by our CEO and founder,\nMr. Robert Dolan, DLE Consultants and W270, SA. to explore modular, non-invasive interior systems\nfor mobile living. Early van conversions still relied on labor-intensive builds using legacy components such as lead-acid batteries and\nstatic solar panels. GPods’ first prototype and three hand-built kits validated the concept’s mechanical feasibility—demonstrating\nhow vertical space could be efficiently utilized without permanent vehicle modifications. These trials established the foundation for\nGPods’ continuing research into modular, self-sustaining living architectures.\n\n \n\n29\n\n \n\n \n\n2021\n– Electrical Integration Framework – GPods’ R&D pivoted toward scalable electrical\ninfrastructure designed for true plug-and-play deployment. The result was the Power Spline,\nan aluminum rail integrating power and solar management that reduced wiring complexity by 75 percent. This innovation became the backbone\nof the company’s modular philosophy—creating a reliable, standardized framework capable of supporting autonomous, electrically\ncoherent mobile environments.\n\n \n\n2022\n– Structural Integration and Floor Grid - Building on earlier electrical work, the Company developed the Floor\nGrid, a lightweight aluminum lattice designed to align with OEM mounting standards.\n\nThe Floor Grid eliminated subfloor framing, improved load distribution, and introduced a universal attachment system for modular interiors.\nThese advances allowed rapid reconfiguration between living, work, or recreation layouts and established the basis for hybrid DIY-prefabrication\nmodels, optimized for rapid prototyping and test deployment.\n\n \n\n2023\n– Collaboration and System Convergence - Two independent research & development tracks—the Living GPod and the GPod Growing\nSystems (our innovative growing system) - began coordinated development aimed at cross-system integration.\nGPod Living Pod focused on high-efficiency panels and integrated power modules. Growing Systems advanced closed-loop hydroponics and\nwater management. Joint trials established compatibility standards and interface protocols,\nenabling seamless integration between living and growing subsystems. By the end of 2023, both divisions had aligned around a unified\ndesign language and shared goal: developing self-sustaining mobile habitats for both human comfort\nand micro farming.\n\n \n\n2024\n– Core Platform and Off-the-Grid Prototype - The refined Core platform emerged, combining\nthree key subsystems—the Power Spline, Water Loop,\nand Farm Tray—into a compact 4×2×2-foot removable pod. Designed for a Sprinter-class\nsize van, the unit enabled complete off-grid functionality for energy, water, and food. GPod\nintroduced the Off-the-Grid GPod design, built on a Sprinter chassis and adapted from earlier\nindustrial grow-pod research. This lightweight, mobile prototype fused water recycling and hydroponics in a compact system, serving as\nthe bridge between stationary agricultural pods and mobile self-sufficient living environments.\n\n \n\n2025\n– System Orchestration and GPod OS v2 - By 2025, the Company and its team centered development around software\norchestration—integrating all mechanical and electrical systems under GPod OS v2.\n\nThe platform synchronized every module—Power Spline, Water Loop, Farm Tray, and Off-the-Grid GPod—within a cohesive, adaptive\necosystem. With QR-based deployment and automated calibration, GPod OS v2 dynamically managed\nsolar input, energy storage, nutrient circulation, and water filtration across varying vehicle types and climates. This marked a final\ntransition from isolated modules to a data-driven, self-regulating habitat that could operate\nautonomously in mobile or fixed environments. The fully integrated system demonstrated a reversible transformation of standard vans into\nnetwork-connected microhabitats, emphasizing the Company’s ongoing commitment to R&D\nand scalable, license-ready design innovation.\n\n \n\nWith\nthe above, the Company along with its developers and product design firms, has executed on its business plan(s). The Company believes\nthat the next few months (and year) are critical for us as a group (along with our outside providers). We are hyper-focused on achieving\nthe next phases of our business plan along with a targeted acquisition (or two). Our goal is to finish development of our smartphone\napps, our technologies developed within, product design integration with extensive testing, debugging, re-testing and roll it out to\nour end users. Innovation and pioneering for the urban farmers and off-the-grid users we believe need exceptional and cost-effective\ntools.\n\n \n\nThis\nReport includes limited market and industry data and forecasts that we obtained from internal research, publicly available information\nand industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a\nvariety of factors, including those described in the section above entitled “Risk Factors”.\n\n \n\nWithout\nadditional financing we will not be able to pursue our business plan or our time-line objectives, and the Company may fail. It is our\nplan to seek additional financing from either equity financing or through debt instruments. Company’s management has, through relationships\nand partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services\nthrough the date of this Report. Our business plan requires further completion of these tasks which require the hiring of employees and/or\noutside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that\nhe knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most\nif not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing\nis not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur\nas planned and may never occur.\n\n \n\n30\n\n \n\n \n\nWe\ncurrently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing\nor the necessary resources to enter into contractual agreements with outside designers or sales or marketing firms. We currently do not\nhave any cash or other resources to commence the use of outside service providers. If we do not receive funding or financing, our business\nis likely to be maintained with limited operations for at least the next 12 months because our founder and CEO, will continue to provide\nhis services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s\nand CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without\nconsideration while he continues to seek other sources of funding for the Company.\n\n \n\n*Necessity\nfor Additional Financing*\n\n \n\nManagement\nbelieves that if it is successful in raising the necessary funds, of which there can be no assurances, we may generate sizeable revenue\nwithin the next 12 to 18 months. While we hope that we will be successful in these efforts, additional equity or debt financing may not\nbe available to us on acceptable terms or at all, and thus we would fail to satisfy our cash requirements. As of the date of this Report\nwe have received approximately $32,000 in loans from our control shareholders, as well as interest free loans from business associates\nof our founder in the amount of $210,000. We expect these amounts will increase substantially over the next few months as the next phase\nof operations is rolled out.\n\n \n\nSecuring\nadditional financing is critical to implementation of our timeline. If and when we obtain the required additional financing, we should\nbe able to take our business plan through the necessary steps. In the event we are unable to raise any additional funds we will not be\nable to pursue our business plan, and we may fail entirely. We currently have no committed sources of financing besides the verbal commitment\nfrom our majority shareholder to provide us with financing in the short term until we are able to obtain reliable sources of financing.\n\n \n\n*Other*\n\n \n\nAs\na corporate policy, we will not incur any financial obligations that we cannot satisfy with identified resources. We believe the perception\nthat many have of a public company is that they are more likely than not that they will accept restricted securities from a public company\nas consideration for indebtedness than they would from a private company. We have not performed any formal studies of this matter. Our\nconclusion is based solely on our own observations. There can be no assurances that we will be successful in any of those efforts even\nif we become a publicly traded company. The issuance of restricted shares will dilute the ownership interests of our current stockholders.\n\n \n\n*Results\nof Operations for the twelve-month period ended March 31, 2026 compared to the twelve-month period ended March 31, 2025*\n\n \n\n  \n\n**For\nthe year ended**\n\n**March\n31, 2026**\n  \n\n**For\nthe year ended**\n\n**March\n31, 2025**\n \n\nExpenses: \n    \n   \n\nOfficer compensation and wage expense – related party \n 60,000  \n 60,000 \n\nConsulting expense \n 116,500  \n 40,500 \n\nLegal and accounting expense \n 23,250  \n 8,250 \n\nDesign and technical expense – related party \n 138,600  \n 52,200 \n\nSoftware development and consulting expense – related party \n 134,800  \n 57,200 \n\nAdministration expense and other \n 14,700  \n 4,778 \n\n  \n (487,850) \n (222,928)\n\n  \n    \n   \n\nOperating income (loss) \n (487,850) \n (222,928)\n\n  \n    \n   \n\nOther income and expense \n -  \n 250,000 \n\nIncome/(Loss) before provision for income tax \n 487,850  \n 27,072)\n\nProvision for income tax \n -  \n - \n\nNet income/(loss) \n$487,850  \n$27,072)\n\nBasic and diluted income/(loss) per share \n$(0.02) \n$0.00)\n\nWeighted average common shares outstanding - basic and diluted \n 22,903,000  \n 16,448,500 \n\n* *\n\n31\n\n \n\n* *\n\n*Expenses*\n\n \n\nExpenses\nfor the twelve-month period ended March 31, 2026 compared to the twelve-month period ended March 31, 2025 were $487,850 and $222,928,\nrespectively. Expenses increased year over year by $264,922 or an increase of 118.8%. The primary reason for this is we recently began\nour efforts on the Proto-Pod II version as well as increasing our general business operations.\n\n \n\nOfficer’s\ncompensation - related party was $60,000 for the twelve-month period ended March 31, 2026 compared to $60,000 for the twelve-month period\nended March 31, 2025. Officer compensation expense – related party remained static year over year. During the twelve-month period\nended March 31, 2025 we, and Mr. Dolan, agreed to cancel or forgive approximately $225,000 of accrued compensation due and owing to Mr.\nDolan. This was necessary as we do not currently have the financial capabilities to pay Mr. Dolan for this accrued compensation. As a\nrequirement by us Mr. Dolan was to forgive a portion of his compensation in order for us to receive concessions from several of our vendors\nthat had sizeable accounts payable balances. It was agreed in principal by Mr. Dolan, the Company and the vendors at the time that Mr.\nDolan may forgive additional compensation or convert that accrued compensation into equity of the Company at the then prevailing prices.\nNo written agreement was entered into with regards to the remaining accrued compensation. Subsequent to the $225,000 in forgiveness and\nprior to year-end the Company and the related party agreed to settle another $250,000 in accrued compensation payable to its founder\nin exchange for 2,500,000 shares of its common equity stock. We removed approximately $475,000 in accrued compensation from the balance\nsheet. These types of financial transactions are unusual and most likely will not reoccur anytime in the near future.\n\n \n\nConsulting\nexpenses were $116,500 for the twelve-month period ended March 31, 2026 compared to $40,500 for the twelve-month period ended March 31,\n2025. Consulting expense increased year over year by $76,000 or an increase of 187.7%. The primary reason for this is during the prior\nyears we retained outside professionals to assist us with operational and other business type consulting services, in preparation for\nour financial reporting and other regulatory needs that have been left unattended, along with process controls and other best practices\nif we are to self-manufacture our GPod product. We re-engaged some or all of these professionals to help us with the needs of operations\nand reporting.\n\n \n\nLegal\nand accounting expenses were $23,250 for the twelve-month period ended March 31, 2026 compared to $8,250 for the twelve-month period\nended March 31, 2025. Legal and accounting expenses increased comparative period over comparative period by $15,000 or an increase of\n181.8%. The Company retained PCAOB audit firm, Gillespie & Associates, PLLC, in connection with the preparation of its financial\nreporting and other regulatory needs. The Company expects to incur additional expenses due and owing to our PCAOB audit firm for our\ncontinued efforts in remaining compliant. The Company also retained the services of a financial advisor as well as retaining the services\nof a securities attorney to assist the Company in moving forward with its public filing obligations. The Company believes that it will\nincur significant additional expense in this area to complete its action items.\n\n \n\nDesign\nand technical expense incurred in connection with our new environmentally optimized growing system was $138,600 for the twelve-month\nperiod ended March 31, 2026 compared to $52,200 for the twelve-month period ended March 31, 2025. Design and technical expense increased\nsignificantly comparative period over comparative period by $86,400 or an increase of 165.5%. The primary reason for this increase is\nthat we continue to need outside contractors and developers for our efforts in the development of our Proto-Pod II version of the former\nGPod product and other service offerings.\n\n \n\nSoftware\ndevelopment and consulting expense – related party incurred in connection with our new environmentally optimized growing system\nwas $134,800 for the twelve-month period ended March 31, 2026 compared to $57,200 for the twelve-month period ended March 31, 2025. Software\ndevelopment and consulting expense – related party increased year over year by $77,600 or an increase of 135.7%. The primary reason\nfor this increase is that we continue to need outside contractors and developers for our efforts in the development of our Proto-Pod\nII version of the former GPod product and other service offerings, especially when it comes to software development.\n\n \n\nAdministrative\ncosts and other expense were $14,700 for the twelve-month period ended March 31, 2026 compared to $4,778 for the twelve-month period\nended March 31, 2025. Administrative costs and other expense increased year over year by $9,922 or an increase of 207.7%. Administrative\ncosts and other expense increased significantly comparative period over comparative period, this was due an increase in EDGAR service\nproviders, other operational activities not associated with production, and other general fees which were on a month-to-month basis.\nThe Company believes that it will incur significant additional expense in this area to complete its action items with respect to administration\nmeasures.\n\n \n\nOther\nincome or expense were $0 for the twelve-month period ended March 31, 2026 compared to $250,000 for the twelve-month period ended March\n31, 2025. This was comprised of debt forgiveness of $150,000, and a gain on sale of asset – related party of $100,000 for the twelve-months\nended March 31, 2025. These were both one-time events and therefore not comparative for prior periods.\n\n \n\n*Income/(loss)\nbefore provision for income taxes*\n\n \n\nIncome/(loss)\nbefore provision for incomes taxes for the twelve-month period ended March 31, 2026 compared to the twelve-month period ended March 31,\n2025 was $(487,850) and $27,072, respectively. We recorded no provision for federal income taxes. We have not generated any revenues\nfrom our product sales to date. Provision for income taxes which is specific to the $800 California minimum franchise tax due annually\nis included in administrative costs and other expense. Weighted average common shares outstanding was 22,903,000 for the twelve-month\nperiod ended March 31, 2026 compared to 16,448,500 for the twelve-month period ended March 31, 2025. Basic and diluted income/(loss)\nper share for the twelve-month period ended March 31, 2026 compared to the twelve-month period ended March 31, 2025 was $(0.02) and $0.00,\nrespectively.\n\n \n\n32\n\n \n\n \n\n*Liquidity*\n\n \n\nWe\npaid all costs related to our direct public offering. These expenses were paid as necessary. Absent the ability to pay these amounts\nin full and our expected public reporting costs and other needs we may need to seek financial assistance from shareholders or non-affiliated\nparties of the Company and its founder who may agree to loan us capital. To the extent that such liabilities cannot be extended or satisfied\nin other ways we may seek outside financing or loans from financial institutions or other funding sources. If and when secured, these\nloans most likely will be evidenced by interest-bearing secured and unsecured notes treated as loans until repaid, if and when the Company\nhas the ability to do so. No formal written arrangement exists with respect to anyone’s commitment to loan us funds for these purpose\nor others. Our current funding sources have provided us unsecured notes payable with non-interest bearing and due upon demand terms.\nWe believe these to be favorable because of the relationship of our founder with these lenders.\n\n \n\nSince\nacquiring the business plan, most of our resources and work have been devoted to executing our business plan, limited technical design\nand drawing, testing and mock-up of our interchangeable modules to be used with our intended product, implementing systems and controls,\nand completing our registration statement. When our registration statement was complete, we began to refocus our work on product and\nservice offerings as well as push forward with the development of our intellectual property surrounding *our new environmentally optimized\ngrowing system*. We believe the research and development work needed to further complete our product development, attract designers,\nand initiate marketing plans, including the development of a saleable product, will range between $200,000 and $250,000. This includes\nthe use of outside contractors and experts and the services of our founder, Mr. Dolan. If we are able to secure the necessary funding\nto outsource these steps, of which there can be no assurance, we believe that we can execute a proper launch of our product and services\nto the consumer. If we are only able to use internal resources (primarily consisting of services of our founder, and CEO), the process\nmay take much longer and our launch may be limited to a much smaller market. If we are unable to raise sufficient financing, development\ncosts would have to come from our founder and CEO (to the extent that he is capable and willing to provide such additional financing).\nWhile we have engaged the services of several outside consultants on an as “needed basis” their assistance is rather limited\nand based on our financial capabilities and commitment. Our goal is for us to be able to have a saleable product, several robust sales\nchannels and an e-commerce presence in six to twelve months from this date. There is no way of estimating the likelihood of reaching\nthat goal.\n\n \n\nPrivate\ncapital will continue to be solicited from associates of our founder and CEO or through private investors referred to us by those same\nassociates. To date, we have not sought out any larger funding sources other than associates of Mr. Dolan, nor have we authorized any\nperson or entity to seek out funding on our behalf. If a market for our securities ever develops, of which there can be no assurances,\nwe may use restricted shares of our common stock to compensate employees, consultants and independent contractors wherever possible.\nWe cannot predict the likelihood or source of raising capital or funds needed to complete the development of our product and the stages\nas outlined above.\n\n \n\nWe\nembarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant\nexpenses for legal, accounting and related services. Once we become a publicly traded entity, subject to the reporting requirements of\nthe Exchange Act, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses\nincluding annual reports and proxy statements, if required. We estimate these costs to be in excess of $100,000 per year and may be higher\nif our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses\nassociated with compliance, documentation and specific reporting requirements of Section 404 (as we are not subject to the full reporting\nrequirements of Section 404 until we exceed $75 million in market capitalization or we decide to opt-out of the “emerging growth\ncompany” as defined under the JOBS Act). This exemption is only available to us under the JOBS Act or until we have been public\nfor more than five years. These obligations we believe reduce our ability and resources to expand our business. We hope to be able to\nuse our status as a public company to increase the ability to use noncash means of settling obligations and compensate independent contractors\nwho provide professional services to us (i.e. issuance of restricted shares of our common stock), although there can be no assurances\nthat we will be successful in any of those efforts. We will reduce compensation paid to management (if and when we do compensate management)\nif there is insufficient cash generated from operations to satisfy these costs.\n\n \n\n33\n\n \n\n \n\nWe\ndo not have any current plans to raise capital through the sale of securities except as described herein. We hope to be able to use our\nstatus as a public company to enable us to use non-cash means of settling obligations and compensate persons or firms providing services\nto us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many\npeople have of a public company make it more likely that they will accept restricted securities from a public company as consideration\nfor indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is\nbased on our own beliefs and advice that we have received from finance and market professionals. Issuing shares of common stock to such\npersons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having\nshares of our common stock may also give a person a greater feeling of identity with us which may result in increased referrals. However,\nthese actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common\nstock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to\nmaintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.\nAs presented in our audited financial statements to this Report the Company offered shares of its common stock to settle certain accounts\npayable and other obligations. The price at which the Company settled these debts were the same or comparable to what is being offered\nin our amended 2022 private placement offering. No further negotiations have taken place with any other professionals or vendors at this\ntime.\n\n \n\nAs\nof March 31, 2026, we owed approximately $1,005,000 (of which approximately $427,000 is owed to various related parties) in connection\nwith product development costs incurred, consulting services and other expenses. We have not entered into any formal agreements or agreements,\nwritten or oral, with any vendors or others for payment of services or expenses that cannot be deferred. There are no other significant\nliabilities due as of March 31, 2026. As of March 31, 2026, we owed approximately $31,000 in connection with three (3) interest-free\ndemand loans from three (3) related parties, Mr. Dolan, Mr. Estus and Mr. Fry. As of March 31, 2026, we owed approximately $210,000 from\ntwo (2) non-affiliated parties. The proceeds of loans (both related party and non-related party) were used for working capital. Our cash\nposition was approximately $21,600 at March 31, 2026. During the twelve-month period ended March 31, 2026 the Company issued 209,500\nshares of its common stock for $20,950 in exchange for cash payments.\n\n \n\n*Critical\nAccounting Policies*\n\n \n\nThe\npreparation of financial statements and related footnotes requires us to make judgments, estimates, and assumptions that affect the reported\namounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.\n\n \n\nAn\naccounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that\nare highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in\nthe accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.\n\n \n\nThere\nare no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at\nthe time the estimate is made.\n\n \n\nFinancial\nReporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation\nof financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters\nthat are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this Report, includes\na summary of the significant accounting policies and methods used in the preparation of our financial statements.\n\n \n\n*Recently\nIssued Accounting Pronouncements*\n\n \n\nThe\nCompany evaluated recent accounting pronouncements through March 31, 2026 and believes there are none that have a material effect on\nthe Company’s financial statements except for the following.\n\n \n\nIn\nDecember 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”),\nwhich is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide\nfor enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09\nis effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are\ncurrently evaluating the impact this update will have on our financial condition. The adoption had no material impact on our financial\nstatements.\n\n \n\n34\n\n \n\n \n\nIn\nNovember 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU\n2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim\nbasis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently\nrequired annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods\nwithin fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods\npresented in the financial statements, unless it is impracticable. The adoption had no material impact on our financial statements.\n\n \n\nIn\nOctober 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure\nUpdate and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the\nAccounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification.\nThe amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the\nSEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the\nrelated disclosure from its regulations by July 14, 2027, the amendments will be removed from the Codification and not become effective.\nEarly adoption is prohibited. We are currently evaluating the potential impact of this guidance on our financial statements.\n\n \n\nWe\nhave implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial\nstatements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued\nthat might have a material impact on our financial position or results of operations.\n\n \n\n*Critical\nAccounting Policies*\n\n \n\nThe\npreparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported\namounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.\n\n \n\nAn\naccounting policy is considered to be critical: (a) if it requires an accounting estimate to be made based on assumptions about matters\nthat are highly uncertain at the time the estimate is made; and (b) if different estimates that reasonably could have been used, or changes\nin the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.\n\n \n\n*Seasonality*\n\n \n\nWe\nhave not generated any revenues, so we have no direct experience with seasonality for our business. We do not expect that our planned\nbusiness operations as currently outlined will be affected by seasonality.\n\n \n\n*Off-Balance\nSheet Arrangements*\n\n \n\nWe\nhave no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts\nor contingent obligations. We also have no other commitments other than the costs of being a public company that will increase our operating\ncosts or cash requirements in the future.\n\n \n\n35"}