FinanceLooker

Excrept from filing document 2024-03-31

This Annual Report on Form 10 K Report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended the Securities Act and Section 21E of the Securities Exchange Act of 1934 as amended the Exchange Act These forward looking statements are not historical facts but rather are based on current expectations estimates and projections We may use words such as anticipate expect intend plan believe foresee estimate and variations of these words and similar expressions to identify forward looking statements These statements are not guarantees of future performance and are subject to certain risks uncertainties and other factors some of which are beyond our control are difficult to predict and could cause actual results to differ materially from those expressed or forecasted These risks and uncertainties include the following
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward looking statements made by us you should not place undue reliance on any such forward looking statements New factors emerge from time to time and their emergence is impossible for us to predict In addition we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward looking statements
This Report should be read completely and with the understanding that actual future results may be materially different from what we expect The forward looking statements included in this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring after the date of this Report We will not update forward looking statements even though our situation may change in the future and we assume no obligation to update any forward looking statements whether as a result of new information future events or otherwise
We were incorporated under the laws of the State of Nevada on March 27 2017 at which time we acquired a business plan various pieces of information technology furniture and other office equipment as well as industry resource materials and business relationships from our founder and CEO Mr Dolan As of April 26 2024 we had three employees Mr Dolan and two other individuals For fiscal year 2024 Mr Dolan will continue to devote at least 25 30 hours a week to us but may increase the number of hours as necessary
The Company issued 6 000 000 shares of its common stock to Mr Dolan at inception in exchange for organizational services Following our formation we issued an additional 4 000 000 shares of our common stock to Mr Dolan in exchange for a business plan office furniture design equipment computing equipment along with other related industry materials that he developed
As a commercial organic grower Mr Dolan was the third employee with Fortuna Organics in Fallbrook California located outside of San Diego Mr Dolan experienced a significant amount of rudimentary development in indoor organic farming The first GPod developed with which Mr Dolan participated in was to support growing in all season the year round ability to grow organic produce This became a completely new approach to organic growing The green houses moved food production from the lower latitudes as evidenced in the southern United States to higher latitudes While green houses had inherent problems different light cycle per season of the year GPods allows the grower to grow year round This empowers the grower to control Organic Requirements a major concern in the organic growing industry Never before had the growing industry needed to consider demand for organic produce and its extreme popularity
Another progressive development Mr Dolan was involved in was integrating new types of growing processes from drip irrigation and root immersion Mr Dolan first visualized the idea of the GPod while working with Fortuna organics Mr Dolan professional experience has provided him with keen insight into what the indoor grower needs to be successful Through experimentation and multiple manufacturing trial and errors Mr Dolan established the importance of simplicity and automation in the growing process
This we believe is a vital aspect of what will be the GPods experience Mr Dolan will maximize his professional expertise in organic farming industry providing a background for GPods product offerings to transform the green house Mr Dolan believes the GPod solution is a revolutionary growing environment that will add benefits to the local community by creating alternative food sources to urban neighborhoods
We are a development stage company and have no specific financial resources We have not established or attempted to establish a source of equity or debt financing Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern We are in the early stages of executing our business plan We still have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated consumer market To date we have not developed any finished product or services and cannot predict when a finished product or services will be developed or externally acquired We believe that we have an advantage with our founder and CEO and his industry relationships and the solicitation of their help with growing our business model
As of March 31 2024 we had limited assets which consisted of cash and cash equivalents of 1 708 prepaid expense of 0 software development costs of 105 600 and tangible assets directly related to our prototype of 0 In order to fund the development of our business and our working capital needs for the next 12 months we will attempt to secure funding from the sale of additional common stock or preferred stock if necessary from shareholder related party and non related party loans or from strategic joint ventures or partners Furthermore in order to implement the foregoing plan of operations we anticipate that we will need to secure additional financing of between 200 000 and 250 000 during the next twelve months If we are unsuccessful in securing the additional financing we may not be able to proceed with execution of our business plan
Based on the exact nature of our business and expected level of competition we anticipate continuing to incur operating losses into the foreseeable future Because we currently do not have a fully developed and ready for market environmentally friendly cost efficient optimized grow system and our resources are severely limited we cannot predict if and when we will generate revenues or whether we will become a viable and sustainable business operations Accordingly due to our lack of assets significant operations and for the foreseeable future the ability to generate revenues our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern
There is no way of accurately predicting when product development will progress to the point of generating any revenue The timing of business development is a function of having sufficient working capital There is no way of knowing when or if we will be able to raise the necessary funds If we do fully developed product offerings could be ready within three to six months following when the necessary funds have been secured If we do not raise sufficient financing revenue producing activities of any kind will most likely not commence until at least 18 months if ever
We are building a company that provides indoor self contained organic growing modules We are developing an interactive website that provides customization using our extensive interchangeable modules Our optimized growing system will enable the consumer to create custom a variety of growing environments that meet the grower s specific needs
Our intended optimized growing system focused website ecommerce system and manufacturing facilities outline a three step method for providing users with what we believe to be a comprehensive approach to provide a turnkey growing environment We believe this approach will provide an experience in home gardening that will become the new way to empower the urban dwell with a sense of satisfaction from bountiful output and will be valued by both the grower and their family and friends We believe this acceptance in the urban city will provide rapid growth and popularity We will create a system that easy to use and promotes creativity This approach will additionally help us in creating long lasting return customer relationships
Our business operations will be comprised of two segments a an optimized growing system website for micro farming consumers and b integration services for the optimized grow system along with direct sales through retail outlets The optimized growing system website ecommerce solution and back office framework were developed with the assistance of an established business website firm The Company developed its initial design of the growing system through the efforts of its founder and CEO and the design firm with which the Company has been working with for years on an as needed basis
The optimized growing system that the Company has developed through the direct assistance of a design and manufacturing facility since early 2014 and the efforts of our founder Mr Dolan The Company intends to seek the assistance of outside sales and marketing consultants to develop a professional sales and marketing strategy to capitalize on our product designs We will seek to staff a management team besides Mr Dolan with the technical skills necessary in hydroponic horticulture technology design engineering with a strong emphasis on simplicity and functionality We intend to with further financing create and staff an in house development group which we believe will develop new generations of the optimized growing system that GPods and services of a similar nature to our business development in self contained indoor organic gardening
While the raw materials or components that we use are slightly more expensive quality and consistency is assured We believe that the current materials and components that we use in our designs is worth the extra cost to us The average user or customer we believe will seek out a product that has this same quality and consistency and willing to pay more for it part of our competitive advantage We currently source our raw materials and components from a number of suppliers These raw materials or components are widely available and have no geographic or international limitations on their availability We do not believe that we will have any issues with obtaining these raw materials or components from suppliers or the availability of raw materials or components needed for our optimized growing system
Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our environmentally optimized growing system business s or services complimentary to the grow system to meet our obligations on a timely basis The Company has not yet acquired or internally fully developed any services We may not be able to acquire or internally develop any services in the future because of a lack of available funds or financing to do so In order for us to develop or acquire any services we must be able to secure the necessary financing beyond just the proceeds of our completed public offering In the early stages of our operations we will continue to keep costs to a minimum The cost to develop our business plan as currently outlined will be in excess of 250 000 We have no established current sources of funds to buildout the business plan as outlined Until we obtain sufficient and further funding we will keep our operating costs as low as possible with our founder and CEO providing substantially all of the work on his own without any payment of cash compensation This methodology would result in our development stage extending for at least two to three years or even more
We believe that our environmentally optimized growing system division once developed if at all may generate revenues earlier than direct sales once developed if at all If we are unable to obtain adequate funding or financing the Company faces the ultimate likelihood of business failure There are no assurances that we will be able to raise any funds or establish any financing program for the Company s growth
Urban dwellers are challenged for the lack of growing space many aspire to grow their own organic food but have no dirt or space to do so and many of these individuals have garages that could provide them with the space they would need to grow via the GPod The GPod or closed growth system is not a new idea NASA for example has been developing similar modules since the 1950 s Thus taking advantage of an underutilized garage space combined with the flexibility of the GPod growing system we believe that we will empower urban dwellers to grow their own food without having to move from the city Daily ad hoc shoppers are dependent on grocery stores eventually discovering farmer s markets meeting people similar to themselves who were growing and selling or bartering their own produce The GPod optimized growing system can provide healthy food at a reasonable cost and availability a healthy alternative
The indoor growing trend first came about as a result of people moving to non conducive growing latitudes such as the upper mid west These people of the north still needed fresh organic produce year round so they had to ship in produce half the year or create indoor growing facilities green houses They developed some of the most successful green houses in the world these greenhouses controlled all the necessary factors to grow plants such as temperature humidity nutrient feeding and various other plant needs The one factor they could not control was light that would provide year round growth As a result of years of development the indoor growing industry developed high intensity lighting that plants need to flower and produce fruit Urban residents with little or no space often limited by Home Owner Associations are looking for ways to enjoy the art of organic growing the GPods system enables the urban grower to grow within the confines of his or her garage GPods are an indoor self sustained closed growing environment they can grow year round regardless of the temperature or season Some urban dwellers who have the space to grow sometimes lack the time and fortitude to embark on the complex building of their own outdoor garden GPods are a turnkey solution The person who has the love for growing but lacks the time to build or do the research necessary to build a successful self contained growing environment can begin immediately via the GPod
Although outdoor gardens facilitate the growing of vegetables and herbs they have inherent challenges challenges that the GPod will greatly reduce The greatest challenge is the ability to grow year round GPods high intensity lighting allows for year round growing Secondly the GPod provides complete control of the growing environment thus qualifying as a recognized Organic grow Based on the growth of the famers markets in the United States we believe that the demographic of customers of the GPod growing environment to be at a scale that will allow GPods to sell in high volume at a low price point
Growing organically the GPod way is the consumer s path to control over their intake an attempt to make the foods you serve for your family free of the things they don t need It s argued that organic gardens are impractical expensive and somewhat strange Nothing could be further from the truth It is the way our great grandparents gardened just inside a controlled environment without the chemical pesticides and synthetic fertilizers
We expect to encounter strong competition in all areas of our business activity We intend to compete on the basis of technology performance price quality reliability reputation distribution range of products and services ease of use of our products account relationships user training service and support security availability of applications and internet infrastructure offerings and our sustainability performance
The markets for our key business are characterized by strong competition among major corporations with long established positions and a large number of new and rapidly growing businesses which we will compete with In this market most product life cycles are short and to remain competitive we must develop new products and services periodically enhance our products and services and compete effectively on the basis of the above various factors In addition we may compete with our potential partners including other grow system businesses that design manufacture and market their products Our successful management of these competitive relationships will be critical to our success Moreover we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market
This Report includes limited market and industry data and forecasts that we obtained from internal research publicly available information and industry publications and surveys The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section above entitled Risk Factors
It is our plan to seek additional financing from either equity financing or through debt instruments These efforts will most likely occur now that our direct public offering is complete and the aggregate proceeds have been received Our management has through relationships and partnerships begun the necessary work on some of our intended products Our founder and CEO has primarily provided these services through the date of this Report Our business plan requires further completion of these tasks which require the hiring of employees and or outside contractors With the level of sophistication and expertise of our founder and CEO as well as other various professionals that he knows the Company should make progress in its development planned product but currently no specific timeframe can be provided Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps If financing is not available on terms reasonable to the Company and its shareholders then the progression steps of this business plan will not occur as planned and may never occur
We currently have no sources of financing and no commitments for financing There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside designers or sales marketing firms We currently do not have any cash or other resources to commence the use of outside service providers If we do not receive any funding or financing our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue to provide his services without consideration We have no formal agreement in place with our founder and CEO covering his services our founder s and 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 consideration while he continues to seek other sources of funding for the Company
We currently have no patents or trademarks We intend to file a United States federal trademark registration for GPODS INC The GPod Solution and various other marks We currently have registered www gpodsinc com and www gpods biz domain names We consider our trademarks and other intellectual property rights to be important to our branding strategy and business success Each state has its own laws regarding registration of a trademark including the requirements for keeping the registration valid Although these laws are similar in many respects variations exist regarding the time period for renewing the registration For example a trademark registered in California is valid for only five years and is renewable for successive five year periods
Although not required to validate a trademark federal registration does provide additional benefits for the trademark owner Included in these benefits are the right to use the symbol and the right to file a trademark infringement lawsuit in federal court To maintain these benefits the owner of a federally registered trademark must make additional periodic filings to keep the registration valid The first filing must be made between the fifth and sixth years after the trademark s registration date and is called a declaration of use or section 8 filing This informs the USPTO that the trademark is still in use The second filing is made between the ninth and 10th years after the trademark s registration date and includes another declaration of use along with an application for renewal The third and subsequent filings will also include a declaration of use and application for renewal and must be done between the ninth and 10th year anniversary after the last filing We have not registered our trademark
Failing to file the required renewal applications for a registered trademark will result in the registration being cancelled but as long as the trademark is still in use the owner s common law trademark rights are still valid and a new registration application can be filed Even common law trademark rights become invalid if the owner has abandoned use of the trademark Non use of a trademark for three consecutive years is generally considered proof that the owner has abandoned the trademark We have continued to use our trademark and intend on re registering and applying for all applicable protections available under the law along with the right to transfer
While there is no governmental regulation relating to the sale of growing equipment or soil and nutrients that we may sell in connection with our GPod solution there may be laws and regulations governing the cultivation and sale of certain horticulture products that may be grown with the systems We may be subject to various federal state provincial and local laws and regulations compliance with which will increase our operating costs limit or restrict the product and services that we intent to provide or the methods by which we intend to offer and how we sell those products and services Noncompliance with these laws and regulations can subject us to fines or various forms of civil or criminal prosecution any of which could have a material adverse effect on our reputation business financial position results of operations and future cash flows
As of April 26 2024 we had three employees one of which is our founder and CEO Mr Dolan During calendar year ended December 31 2023 dependent on our financing and available working capital Mr Dolan devoted at least 30 hours a week to us Mr Dolan is allowed to devote his time to our Company as he is not limited or restricted from being involved with us by his other business operations Mr Dolan currently has no agreement with the Company which provides for cash payment of his services We may be limited in seeking the employment of others to assist in our operations Our founder and CEO s current plan is to provide all administrative and planning work for our product and marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and its business plan We have a good relationship with our employees
The Company s other two employees work on a part time basis and as needed for specific projects Their function is to assist Mr Dolan with operations as well as administrative functions that are necessary to run the business Mr Dolan has initially been compensated through the issuance of common stock in the Company and will continue to defer payment for his services for the near future It is his belief that these actions are in the best interest of the Company and prospective investors who may invest in the Company s common stock We may in the future use other independent contractors and consultants to assist in many aspects of our business on an as needed or per project basis pending adequate financial resources being available or their ability to defer payment for their services
We are required to file annual quarterly and current reports proxy statements and other information with the Securities and Exchange Commission the SEC You may read and copy our reports or other filings made with the SEC at the SEC s Public Reference Room located at 100 F Street N E Washington DC 20549 You can obtain information on the operations of the Public Reference Room by calling the SEC at 1 800 SEC 0330 You can also access these reports and other filings electronically on the SEC s web site www sec gov
In addition to other information in this Report the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business operating results liquidity and financial condition As a result of the risk factors set forth below actual results could differ materially from those projected in any forward looking statements Additional risks and uncertainties not presently known to us or that we currently consider to be immaterial may also impact our business result of operations liquidity and financial condition If any such risks occur our business operating results liquidity and financial condition could be materially affected in an adverse manner Under such circumstances if and when a trading market for our securities is established the trading price of our securities could decline and you may lose all or part of your investment
THE SECURITIES ISSUED BY THE COMPANY INVOLVE A HIGH DEGREE OF RISK AND THEREFORE SHOULD BE CONSIDERED EXTREMELY SPECULATIVE THEY SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT PROSPECTIVE INVESTORS SHOULD READ ALL OF THE COMPANY S FILINGS INCLUDING ALL EXHIBITS AND CAREFULLY CONSIDER AMONG OTHER FACTORS THE FOLLOWING RISK FACTORS
If any of the following risk factors were to occur our business financial condition results of operations or future prospects could be materially adversely affected If that happens the market price for our common stock if any could decline and prospective investors would likely lose all or even part of their investment
GPODS INC is an early stage company and virtually no financial resources currently available to it We had tangible assets of 107 308 and 97 629 as of March 31 2024 and March 31 2023 respectively We had a negative working capital balance of 1 681 820 and 1 417 280 as of March 31 2024 and March 31 2023 respectively We had a stockholders deficit of 1 576 220 and 1 327 080 at March 31 2024 and March 31 2023 respectively Our independent registered auditor included an explanatory paragraph in their opinion on our financial statements as of and for the period ended March 31 2024 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern We will require additional financing beyond the amount received from our 2019 public offering Financing sought 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 additional financing to further pursue and execute on our business operations and expansion No assurances can be given that we will generate revenue or any at all or obtain the necessary working capital to continue as a going concern
Our current resources and source of working capital primarily consists of loans from several nonaffiliated parties who are business associates of our founder These nonaffiliated financial sources we believe to be sufficient to keep our business operations functioning for the next 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 working capital needs Mr Dolan s current plan is to perform most of the Company s operational needs on his own without any cash compensation while he seeks additional sources of funding This includes seeking to delay or defer payments to vendors and nonaffiliated parties Through the date of this Report deferred payment has helped us with managing our working capital needs The Company developed much of its initial design of its environmentally optimized growing system through the efforts of Mr Dolan We currently spend between 15 000 and 20 000 per month on operational expenses not directly related to our completed public offering Our monthly expenditures are primarily related to consulting services that we incur for design and manufacturing and software development Each of these firms expend approximately 6 000 to 7 000 per month in billable hours for services provided To date we have not generated any revenues from our business and our expenses will continue to accrue or be deferred until sufficient financing is obtained to be able to pay for these expenses Additional financing may be obtained from our founder or others who are familiar with our founder and loan us the funds necessary to pay for these expenses Through this date we have received interest free loans and deferred payment on services to fund our operations No assurances can be given that we will be able to continue fund our operations beyond a month to month basis
Our operations and business strategy are completely dependent upon the knowledge and business relationships of Mr Dolan our founder and CEO 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 unable to work our operations will likely fail If we are able to find sufficient personnel it is uncertain whether we will find someone to develop and execute our business along the lines described in this Report and performed by our founder and CEO We will certainly fail without the services of Mr Dolan or an appropriate replacement is found
We intend 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 resources to do so and Mr Dolan is insurable We have not procured such insurance and no guarantee is certain that we will be able to obtain such key man life insurance Accordingly it is important that we are able to attract motivate and retain qualified employees or outside contractors to further our business efforts and operations
We were formed on March 27 2017 Most of our efforts to date have been related to executing our business plan and expanding business operations Through March 31 2024 we have had no revenues from operations We face a high risk of business failure The likelihood of success must be considered in light of our expenses complications and delays frequently encountered in connection with the establishment and expansion of a business and the competitive market in which the Company operates There can be no assurance that revenues from sales of our intended product or services will occur or that they will be significant enough or we will be able to sell at a profit if at all Future revenues or profits if any will depend on numerous factors including but not limited to initial market acceptance and the successful implementation of a sound market strategy
The Company has not yet fully developed product or services that are saleable and available to consumers We may not be able develop any product 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 we must secure financing beyond the recently completed direct public offering In the early stage of our operations we have attempted to keep our costs at a minimum The cost to develop product and services as currently outlined may well be in excess of 250 000 which is beyond our current capital raise plans We have no established source of funds to fully undertake our business and expansion strategy as outlined Until we obtain funding if ever we will keep our operating costs as low as possible with our founder and CEO providing most of the administrative and other operational functions on his own without any cash compensation We currently use the services of a technical design firm with whom we have been working with on an as needed basis The technical design firm 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 to pay them in full or even partially for a period of time This methodology could result in our optimized environmental grow system development extending beyond another two to three years If we are unable to obtain adequate funding or financing the Company faces the likelihood of business failure There are no assurances that we will be able to raise any funds or establish any financing for our growth
The Company s future profitability if any could be materially and adversely impacted if our product or services were to experience poor operating results Our ability to achieve profitability will be dependent on the ability of our future product or services to generate sufficient operating cash flow to fund future growth or acquisitions There can be no assurance that our future results of operations will be profitable or that our strategy will be successful or even begin to generate any revenues
Although the Company expects to experience growth based on the ability to implement and execute our business strategy significant operations may 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 growth strategy is implemented of which no assurances can be provided a significant strain on our management operating systems or financial resources may be imposed Failure by the Company s management to manage this expected growth if it occurs or if unexpected difficulties are encountered during this growth could impose a material adverse impact on the Company s results of operations or financial condition
The Company s ability to operate a profitable product or service line if we are able to establish any product or service line at all will depend upon a number of factors including i identifying an appropriate and satisfactory sales channel ii generating sufficient funds from our then existing operations or by obtaining third party financing or additional capital to develop new products or develop new services iii the success or the Company s management team along with our financial accounting and internal control systems and iv staffing training and retention of skilled personnel if any at all These factors are beyond the Company s control and may be adversely affected by the economy or actions taken by competing businesses Moreover potential product or services that may meet the Company s focus and other criteria for developing new product or services if we are able to develop or acquire at all are believed to be limited There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all
The Company s future success depends largely on its ability to attract hire train and retain highly qualified personnel Competition for such personnel may be intense There can be no assurance that the Company will be successful in attracting and retaining the specific personnel it requires to conduct and expand its operations successfully or to differentiate us from our competitors The Company s results of operations and growth prospects could be materially adversely affected if the Company were unable to attract hire train and retain such qualified personnel
The Company initially will rely on our founder and CEO Mr Dolan for a majority of our business and believes that industry professionals will be an important source of business referrals However as is typical within the industry there are no contractual agreements with consultants or outside reps who may represent our product and services in the marketplace We currently have no contracts or agreements in place with outside sales reps or industry professionals No assurances can be given that using outside sales reps or industry professionals will result in any meaningful numbers of sales leads or referrals
The Company s future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced in one or more quarters Fluctuations in the Company s quarterly operating results could result from a variety of factors including changes in revenues size and timing of orders changes in the mix of projects the timing of new offerings by the Company or its competitors new office or facilities openings by the Company changes in pricing policies by the Company or its competitors market acceptance of new and enhanced services offered by the Company or its competitors changes in operating expenses availability of qualified personnel disruption in sources of related product and services the effect of potential acquisitions and industry and general economic factors The Company will have limited or no control over many of these factors The Company s expenses we believe will be based upon in part on its expectation as to future or projected sales If revenue levels are below expectations operating results are likely to be adversely affected by these revenue levels Because of these fluctuations and uncertainties our future operating results may fail to meet the expectations of investors If this happens any trading price of our common stock could be materially adversely affected
Our management and employees will be required to commit substantial time to our business affairs and accordingly these individuals particularly our founder and CEO may have one or more conflicts of interest in allocating professional time among business activities In the course of other business activities certain key personnel particularly our founder and CEO may become aware of business opportunities which may be appropriate for presentation to us as well as other businesses with which they are affiliated As such there may be conflicts of interest in determining to which entity a business opportunity should be presented to We cannot provide any assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective
We do not possess all of the resources necessary to develop our product or services on a commercial scale We will need to design a network of third parties that will be able to carry out our intended market penetration as well as enhance our marketing and sales strategy through appropriate arrangements with local industry professionals and consultants to design new product and services If we are not able to enlist the services of third party vendors or seek out consultants our business will suffer
Following the effective date of our registration statement we are required to file periodic reports with the Securities and Exchange Commission pursuant to the Exchange Act In order to comply with these requirements our independent registered public accounting firm will review our financial statements on a quarterly basis and audit our financial statements on an annual basis Moreover our legal counsel will review and assist in the preparation of such reports The costs charged by professionals for such services cannot be accurately predicted at this time The number and type of financial transactions that we engage in and the complexity of our reports cannot be determined at this time and will affect the amount of time spent by our auditors and attorneys However the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet overhead requirements and earn a profit
However for as long as we remain an emerging growth company as defined in the JOBS Act we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including but not limited to not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved We may take advantage of these reporting exemptions until we are no longer an emerging growth company
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting As defined in Exchange Act Rule 13a 15 f internal control over financial reporting is a process designed by or under the supervision of the principal executive and principal financial officer and effected by the board of directors management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that
Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information either of which could have a material adverse effect on the Company s business financial condition results of operations and future prospects
However our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an emerging growth company as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act
As a public company we are required to comply with numerous financial reporting and legal requirements including those pertaining to audits and internal control The costs of maintaining our public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders We estimate these costs to be more than 100 000 per year and may well even be higher if our business volume or financial transactional activity increases significantly Our current estimate does not include necessary expenses associated with compliance documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed 75 million in market capitalization or we decide to opt out of the emerging growth company as defined under the JOBS Act This exemption is available to us under the JOBS Act or until we have been public for more than five years
We have only one director who serves as our sole officer Accordingly we cannot establish board committees comprised of independent members to oversee such functions as compensation or audit issues In addition currently a vote of the board is decided in favor of the chairman who is our sole officer which gives him complete control over all corporate issues
Until we have a larger board of directors that include independent members if ever there will be limited oversight of our CEO s and founder s decisions and activities with little ability for minority shareholders to challenge or reverse such activities and decisions even if they are not in the best interests of minority shareholders
Shares of common stock were offered on our behalf by Mr Dolan our founder and CEO on a best efforts basis No broker dealer was retained and no broker dealer was under any obligation to purchase any shares of common stock The sale of a small number of shares increases the likelihood that no market will ever develop for our common stock
A small number of shares were sold by the Company 7 500 000 to 61 investors even with this number of individual investors we will be unable to attempt to create a public market of any kind In such an event it is likely that the investors entire investment in our common stock may be lost Recently a number of our investor s shares were reacquired by the Company through an arms length transaction at 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 Company will have paid for these shares through the remittance of funds to each shareholder as those funds are available A shareholder payable of 13 000 was recorded on the books as of September 30 2020 As of January 4 2024 approximately 43 of the 45 investors have received payment from the Company The two remaining investors have agreed to wait until sufficient funds are available
Our offering price was not determined by an independent financial evaluation market mechanism or by our auditors and was therefore to a large extent arbitrary Our PCAOB registered public accounting firm has not reviewed management s valuation and accordingly expresses no opinion as to the fairness of the offering price As a result the price of our direct public offering may not reflect the value perceived by the market There can be no assurance that the common stock offered hereby is worth the price for which it was offered and investors may therefore lose a portion of or their entire investment
We do not have a committed source of financing Wherever possible our board of directors will attempt to use non cash consideration to satisfy obligations In many instances we believe that the non cash consideration will consist of restricted shares of our common stock Our board of directors has authority without action or vote of the shareholders to issue all or part of the authorized 90 000 000 shares but unissued 73 729 500 shares In addition if a trading market develops for our common stock we may attempt to raise capital by selling shares possibly at a discount to market These actions will result in dilution of the ownership interests of existing shareholders further dilute common stock book value and that dilution may be material
The maximum aggregate proceeds of the direct public offering 75 000 were more than the costs to complete the direct public offering 35 000 We initially estimated the offering costs actual costs could have significantly higher through delays and other conditions that were out of our control Despite the successful completion of the direct public offering and cost controls put in place we received little financial benefit from the completion of the direct public offering
Our board of directors has authority without action or vote of the shareholders to issue all or part of the authorized but unissued common shares Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders Our ability to issue shares without shareholder approval serves to enhance existing management s ability to maintain control of the company
Our Articles of Incorporation at Article XI provide for indemnification as follows No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer provided however that the foregoing provision shall not eliminate or limit the liability of a director or officer i for acts or omissions which involve intentional misconduct fraud or knowing violation of law or ii the payment of dividends in violation of Section 78 300 of the Nevada Revised Statutes Any repeal or modification of an Article by the stockholders of the corporation shall be prospective only and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is therefore unenforceable In the event that a claim for indemnification for liabilities arising under federal securities laws other than the payment by us of expenses incurred or paid by a director officer or controlling person in the successful defense of any action suit or proceeding is asserted by a director officer or controlling person in connection with our activities we will unless in the opinion of our counsel the matter has been settled by controlling precedent submit to a court of appropriate jurisdiction the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity either of which factors is likely to materially reduce market and price for our shares if such a market ever develops
Prior to the date of this Report there has not been any established trading market for our common stock and there is currently no established public market whatsoever for our securities While we have not contacted a market maker we will need to contact a market maker to file an application with FINRA on our behalf This application is done in order to be able to quote the shares of common stock on the OTCBB maintained by FINRA commencing only upon the effectiveness of our registration statement Market maker selection will be made now that our direct public offering is completed There can be no assurance that a market maker s application when filed will be accepted by FINRA and we cannot accurately estimate as to the period of time that the application will require We are not permitted to file such application on our behalf this can only be done by a market maker who is a member of FINRA
If we are able to have our shares of common stock quoted on the OTCBB we will then try through a market maker and it s clearing firm to become eligible with the Depository Trust Company DTC in order to permit our shares to trade electronically Generally if an issuer is not DTC eligible its shares cannot be electronically transferred between brokerage accounts which based on the current realities of the marketplace means that shares of an issuer will not be traded Technically the shares of an issuer may be traded manually between accounts but this takes days sometimes weeks and is not a realistic option for issuers While DTC eligibility is not a requirement to trade on the OTCBB it is a necessity to process trades if an issuers securities are going to trade with any volume There are no assurances that our shares of common stock will ever become DTC eligible or if they do how long it will take to accomplish
In addition our common stock is unlikely to be followed by financial analysts and few institutions acting as market makers will act in such capacity for our common stock These factors could adversely affect the liquidity and trading price of the shares of our common stock Until the shares of our common stock are fully distributed and an orderly market develops if ever the price at which it trades is likely to fluctuate Prices for the shares of our common stock will be determined by the marketplace and may be influenced by many factors including the depth and liquidity of the market for shares of our common stock developments affecting our business including factors referred to elsewhere investor perception of the Company and general economic and market conditions No assurances can be provided that an orderly or liquid market will ever develop for the shares of our common stock
The trading of our securities if any will be in the over the counter market which is commonly referred to as the OTCBB as maintained by FINRA or the other over the counter markets such as OTCQX OTCQB or OTC Pink Current Information trading platforms as maintained by OTCMarkets Group Inc the OTC Market As a result investors will find it difficult to dispose of or to obtain accurate quotations as to the price of our securities
Rule 3a51 1 of the Exchange Act establishes the definition of a penny stock for purposes relevant to us as any equity security that 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 number of exceptions which are not available to us It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future This classification severely and adversely affects any market liquidity for our common stock
For any transaction involving a penny stock unless exempt the penny stock rules require that a broker or dealer approve a person s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased In order to approve a person s account for transactions in penny stocks the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker dealer and the registered representative current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions Additionally monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks
Because of these regulations broker dealers may not wish to engage in the above referenced necessary paperwork and disclosures or may encounter difficulties in their attempt to sell shares of our common stock which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market These additional sales practice and disclosure requirements could impede the sale of our securities if and when our securities become publicly traded In addition the liquidity for our securities may decrease with a corresponding decrease in the price of our securities Our shares in all probability will be subject to such penny stock rules for the foreseeable future and our shareholders will in all likelihood find it difficult to sell their securities
Currently there is no established public market for the shares of our common stock and there can be no assurance that any established public market will develop in the foreseeable future Transfer of shares of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions commonly referred to as Blue Sky laws Absent compliance with such individual state laws our common stock may not be traded in such jurisdictions Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities These restrictions prohibit the secondary trading of our common stock We currently do not intend to and may not be able to qualify securities for resale in 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 by 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 Accordingly investors should consider the secondary market for our securities to be a limited one
Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders Our board of directors has the authority to fix and determine the relative rights and preferences of the preferred stock Our board of directors has the authority to issue preferred stock without further stockholder approval including large blocks of preferred stock As a result our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to redemption of the shares together with a premium prior to the redemption of the shares of our common stock
As of the date of this report our founder and CEO beneficially owns 62 percent of our equity Because of his beneficial ownership our founder and CEO is in the unique position to elect the board of directors decide on all matters requiring shareholder approval and determine our policies The interests of our founder and CEO may differ from the interests of other shareholders such as with respect to the issuance of new shares business transactions with or a sale to other companies selection of additional officers and directors and other significant business decisions Minority shareholders would have no way of overriding decisions made by our founder and CEO This level of control may have an adverse impact on the market value of the shares of our common stock because our founder and CEO may institute or undertake transactions policies or programs that may result in losses may not take any steps to increase our visibility in the financial community or may sell sufficient numbers of shares to significantly decrease our price per share
A significant portion of our outstanding shares of common stock 10 000 000 of the 16 270 500 shares are restricted securities as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration if available Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six 6 months if purchased from a reporting issuer or twelve 12 months as is the case herein if purchased from a non reporting Company may under certain conditions sell all or any of his shares without volume limitation in brokerage transactions Affiliates however may not sell shares in excess of one percent of the Company s outstanding common stock 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 securities 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 90 consecutive days after the restricted securities have been held by the owner for the aforementioned prescribed period of time A sale under Rule 144 or under any other exemption from the Act if available or pursuant to registration of shares of common stock of present stockholders may have a depressive effect upon the price of the common stock in any market that may develop
All 10 000 000 issued and outstanding shares of the restricted securities are owned by our founder and CEO which consists of 6 000 000 and 4 000 000 shares issued for services and tangible and intangible assets which may be sold commencing one year from the date our direct public offering was completed and we remain compliant with our public reporting requirements
We have never paid cash dividends on our common stock We do not expect to pay cash dividends on our common stock at any time in the foreseeable future The future payment of dividends directly depends upon our future earnings capital requirements financial requirements and other factors that our board of directors will consider Since we do not anticipate paying cash dividends on our common stock return on your investment if any will depend solely on an increase if any in the market value of our common stock
We are an emerging growth company as defined in the JOBS Act and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including but not limited to not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding an annual non binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions If some investors find our common stock less attractive as a result there may be a less active trading market for our common stock and our stock price may be more volatile
In addition Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7 a 2 B of the Securities Act for complying with new or revised accounting standards In other words an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies However we are choosing to opt out of such extended transition period and as a result we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non emerging growth companies Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable
The Sarbanes Oxley Act of 2002 as well as rule changes proposed and enacted by the Securities and Exchange Commission the New York and American Stock Exchanges and the NASDAQ Stock Market as a result of Sarbanes Oxley require the implementation of various measures relating to corporate governance These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required we have not yet adopted these measures even though we may be required in the future
Because none of our directors currently one person are independent directors we do not have independent audit or compensation committees As a result these directors have the ability among other things to determine their own level of compensation Until we comply with such corporate governance measures regardless of whether such compliance is required the absence of such standards of corporate governance may leave our stockholders without protections against self interested director transactions conflicts of interest if any and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations
We intend to comply with all corporate governance measures relating to director independence as and when required However we may find it very difficult or be unable to attract and retain qualified officers directors and members of board committees required to provide for our effective management as a result of Sarbanes Oxley Act of 2002 The enactment of the Sarbanes Oxley Act of 2002 has resulted in a series of rules and regulations by the Securities and Exchange Commission that increase responsibilities and liabilities of directors and executive officers The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles Some of the corporate governance measures have been metered by the JOBS Act
As of the effective date of our registration statement we became subject to certain informational requirements of the Exchange Act as amended and are required to file periodic reports i e annual quarterly and material events with the Securities and Exchange Commission which will be immediately available to the public for inspection and copying In the event during the year that our registration statement became effective these reporting obligations may be automatically suspended under Section 15 d of the Exchange Act if we have less than 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 after the year in which our registration statement became effective we will no longer be obligated to file such periodic reports with the Securities and Exchange Commission and access to our business information would then be even more restricted After this we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act as amended However we will not be required to furnish proxy statements to security holders and our directors officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the Securities and Exchange Commission pursuant to Section 16 of the Exchange Act Previously a company with more than 500 shareholders of record and 10 million in assets had to register under the Exchange Act However the JOBS Act raises the minimum shareholder threshold from 500 to either 2 000 persons or 500 persons who are not accredited investors or 2 000 persons in the case of banks and bank holding companies The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold This means that access to information regarding our business and operations will be limited
Our office and mailing address is 1035 East Vista Way Vista California 92084 This space is currently used by us and one other business that Mr Dolan operates from this location The property from which we conduct our operations is rented by Mr Dolan Mr Dolan does not charge us and he pays for all the utilities and maintenance costs required by the facility There is no written lease agreement and we are under a month month verbal agreement to use this facility at no cost from Mr Dolan
We know of no material existing or pending legal proceedings against our company nor are we involved as a plaintiff in any material proceeding or pending litigation There are no proceedings in which our director officer or any affiliates or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interests
Our common stock is not listed on any established national stock exchange While our common stock we believe will be quoted on the OTC Pink Sheet market system there most likely will be a very limited public market for the shares of our common stock with little to no trades of our common stock that will take place in any given time Any quotations reflect interdealer prices without retail mark up mark down or commission and may not represent actual transactions
We have not since March 27 2017 date of inception declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes Any determination to pay dividends in the future will be at the discretion of our board of directors the Board or the Board of Directors and will depend upon our results of operations financial condition tax laws and other factors as the Board in its discretion deems relevant
Forward looking statements Statements about our future expectations are forward looking statements and are not guarantees of future performance When used herein the words may will should anticipate believe appear intend plan expect estimate approximate and similar expressions are intended to identify such forward looking statements These statements involve risks and uncertainties inherent in our business including those set forth under the caption Risk Factors in this Report and are subject to change at any time Our actual results could differ materially from these forward looking statements This Annual Report on Form 10 K does not have any statutory safe harbor for this forward looking statement We undertake no obligation to update publicly any forward looking statements
Management s Discussion and Analysis should be read in conjunction with the financial statements included in this annual report on Form 10 K the Financial Statements or Report These financial statements have been prepared in accordance with generally accepted accounting policies in the United States GAAP Except as otherwise disclosed all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward looking statements In order to comply with the terms of the safe harbor the Company notes that in addition to the description of historical facts contained herein this Report contains certain forward looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company s other filings with the Securities and Exchange Commission and elsewhere Such statements are based on management s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward looking statements These factors include among others a the Company s fluctuations in sales and operating results b risks associated with international operations c regulatory competitive and contractual risks d development risks e the ability to achieve strategic initiatives including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force new products and customer service and f pending litigation
We were incorporated on March 27 2017 and soon thereafter acquired our business plan from our founder and CEO Mr Robert Dolan Most of the activity through April 26 2024 involved the execution of our business plan business development technical engineering and design of the GPod grow system and associated services along with an emphasis on low cost production of modular components and configurations and of course the preparation of the Company s financial statements and other financial information as well as our corporate governance efforts in anticipation of our completed direct public offering
We are a development stage business and have very limited financial resources We have not established a source of equity or debt financing Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain as a going concern An investor or financial statement reader should read our Risk Factors in full
Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our business s or support services to meet our obligations on a timely basis The Company has not yet acquired or internally developed a ready for market product or service utilizing our environmental growing system We may not be able to acquire or internally develop any product or services in the 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 we must be able to secure financing this includes beyond just the net proceeds of the completed direct public offering In the early stages of operations we will continue to maintain or keep our costs to a minimum The cost to develop the business plan as currently outlined may very well be in excess of 250 000 We have no established source of funds to undertake the business plan as currently outlined Until we obtain the necessary funding if ever we will continue to keep our operating costs as low as possible Our founder and CEO will provide a substantial amount of the work without any cash compensation This methodology would certainly result in extending our development stage for at least two to five years If we are unable to obtain adequate funding or financing the Company faces the ultimate likelihood of business failure There are no assurances that we will be able to raise any funds or establish any financing program for the Company s growth
There is no way of accurately predicting when product development will progress to the point of generating any revenue The timing of development is 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 If 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 raise sufficient financing revenue producing activities of any kind will most likely not commence for at least 18 months if ever
We are building a company that provides turn key stand alone grow modules intended to fit in a standard size garage We are developing an environmentally sound cost efficient optimized grow system optimized growing system that provides customization of the GPod layout with interchangeable modules to match the growers needs Our optimized growing system will enable consumers to modify and enhance their GPod layout to create custom environments with modifications such as thicker thinner insulated walls automated growing systems i e hydroponic and aeroponic based environmental controls heating cooling humidity arid flood trays drip systems and lighting choices LED incandescent infrared ultraviolet etc The user will have access to the latest technological advancements and trends in the horticultural world while staying well within the guidelines of organic growing as currently understood
Our optimized growing system will provide users with what we believe to be a comprehensive approach to custom organic gardening in the urban environment We believe this approach will provide an experience in organic gardening that will become the new way to capture would be home gardeners by providing a turnkey garage sized GPod This ready to go system will offer an immediate sense of satisfaction from the GPod gardener The immediate ability to start growing your own vegetables with only a minimal effort by the gardener combined with the net results of incredible organic fruits and vegetables will make the GPod provide the urban gardener self sufficiency for their family and friends We believe this new concept in gardening using the GPod grow system will provide maximum yield per square foot We have created a system that is easy to operate and is so simple that it promotes creativity This approach will additionally help us in creating long lasting return customers and create new relationships
We developed our optimized growing system utilizing internal resources our founder s vast knowledge and assistance from a reputable design and engineering firm with experience in project development like this We have not yet formalized any relationships with manufacturers of our product or ancillary components that we intend to use The Company intends to seek the help of outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies We intend to pursue this strategy with further financing and hire an in house web design and support group To date no commercial website or services have been developed through these efforts The Company believes our customers will primarily come from social media SEO search engine optimized advertising word of mouth trade shows and conventions
With a goal of building mobile farming systems that provide the customer the ability to meet their food needs GPods has developed an aeroponic system that cuts down on time water use energy use and cost reduction while boosting production and to promote healthier foods The vertical farming system allows the operator to grow up to three times more produce in a given area than conventional hydroponic growing systems This system is designed to reduce water usage by 50 compared to conventional hydroponic methods
The GPod system uses an innovative technology to grow a wide variety of plants including vine plants root plants flowers and greens The vertical aeroponic system meaning plants are grown without soil by exposing roots to mineral nutrient spray solutions in a water solvent aims to reduce expenses associated with energy water space and labor While hydroponics technology is expected to continue to dominate the market over the next few years aeroponic and aquaponics systems are expected to 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 benefits
The GPod vertical is comprised of one reservoir one water pump and multiple rows of 2 inch square holes to which the seedling inserts are affixed The spray of nutrient rich water feeds the plants efficiently and provide cost saving by using less water and food The rows are spaced to reduce the size requirements for water and energy usage but are fully accessible for harvesting from the ground While hydroponics technology is expected to continue to dominate the market over the next few years aeroponic and aquaponics are expected to 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 benefits
With a goal of building mobile farm systems that provide customers the ability to meet their food production needs GPods believes that it has developed an aeroponic system that cuts down on time water and energy use and reduces costs while boosting production and to promote healthier foods Its vertical farming system allows the operator the ability to grow up to three times more produce in a given area than conventional hydroponic growing systems The system is designed to reduce water usage by about 50 compared to conventional hydroponic methods
Our plan to continue as a going concern is to reach the point where we begin generating revenues from our environmentally optimized growing system business s or services complimentary to the grow system to meet our obligations on a timely basis The Company has not yet acquired or fully developed any of its intended services We may not be able to acquire or internally develop any of its intended services 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 services we must be able to secure the necessary financing beyond just the proceeds of the completed direct public offering In the early stages of our operations we will continue to keep costs to a minimum The cost to develop our business plan as currently outlined will be in excess of 250 000 We have no established current sources of funds to undertake the business plan as outlined Until we obtain funding if ever we will keep our operating costs as low as possible with our founder and CEO providing substantially all of the work on his own without any cash compensation This methodology would result in our development stage extending for at least two to three years
We believe that our environmentally optimized growing system division once developed if at all may begin to generate revenues earlier than the corporate direct sales once developed if at all If we are unable to obtain adequate funding or financing the Company faces the ultimate likelihood of business failure There are no assurances that we will be able to raise any funds or establish any financing program for the Company s growth
Aspiring urban organic growers who are challenged may find history interesting that the modular growing environments were invented by horticultural engineers as early as the 19th century Famous botanist George Arends saw the need for year round growing to accomplish the success in his prolific perennials These controlled environments were expensive and therefore limited in size therefore he was always trying to make the limited space available more productive George Arends 1862 1952 of Ronsdorf Germany was a prolific breeder of perennials Best known for his cultivars of False Spirea Astilbe with perhaps 95 of those sold today belonging to the arendsii species he also bred Bergenia Sedum Phlox and Campanula Between 1902 and 1952 Arends introduced over 74 cultivars of Astilbe with the bronze leaf and red flowered Fanal in 1933 the first of its type
The purist of the organic growing movement initially thought that the highest form of organic growing was achieved outdoors in the soil under the sun little did they know that the soil water and other local factors were toxic and not controllable The GPod creates a pure clean environment free of toxic factors finite in that the grow is starting from scratch with pure materials and a clean environment
Early development of outdoor greenhouses was embraced for their ability to seize control of nature s uncontrollable whims Although embraced for its superiority over standard outdoor farming it still was lacking some of the base needs in order to be a perennial grower Green houses were an attempt to bring a semblance of control into farming pests were rampant water was at a premium and toxic chemicals were around every corner causing issues at every corner In the 50 s greenhouse growing became mainstream rows of green houses as 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 consumers started to become more informed informed of the lack of supervision of what goes into the growth of the food they were eating the organic movement was born the consumer started to change his demands and the market place reacted Today the organic movement is king the majority of consumers are well informed and they demand the strict control of the growth of their consumables
Based on industry reports sales of organic food growing hardware and supplies the industry has seen revenue doubled every three years outperforming most traditional outdoor commercial gardening relative revenues In the United States indoor organic gardening may surpass 10 billion per annum Over the next five years this represents more than 500 million in sales a significant increase to current spending of controlled indoor growing equipment and other ancillary products Retail sales we believe have historically served the average organic grower Our management team believes that the GPod system will revolutionize this relationship by providing the infrastructure at a reasonable cost with supplies arriving on a scheduled as needed basis
We believe the confluence of a need for organic foods in combination with the recent advances with indoor gardening cost reduction in startup and online customization of the GPod present an opportunity for us to position our business in introducing a revolutionary product and business model Garage space planning and design will be changed in future housing to incorporate this new system of growing
We expect to encounter strong competition in all areas of our business activity We intend to compete on the basis of technology performance price quality reliability reputation distribution range of products and services ease of use of our products account relationships user training service and support security availability of applications and internet infrastructure offerings and our sustainability performance
The markets for our key business are characterized by strong competition among major corporations with long established positions and a large number of new and rapidly growing businesses which we will compete with In this market most product life cycles are short and to remain competitive we must develop new products and services periodically enhance our products and services and compete effectively on the basis of the above various factors In addition we may compete with our potential partners including other grow system businesses that design manufacture and market their products Our successful management of these competitive relationships will be critical to our success Moreover we anticipate that we may have to adjust our prices on our products and services to stay competitive in this market
This Report includes limited market and industry data and forecasts that we obtained from internal research publicly available information and industry publications and surveys The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section above entitled Risk Factors
Without additional financing we will not be able to pursue our business plan or our time line objectives and the Company may fail It is our plan to seek additional financing from either equity financing or through debt instruments Company s management has through relationships and partnerships begun the necessary work on some of our intended products Our founder and CEO has primarily provided these services through the date of this Report Our business plan requires further completion of these tasks which require the hiring of employees and or outside contractors With the level of sophistication and expertise of our founder and CEO as well as other various professionals that he knows the Company should make progress in its development planned product but currently no specific timeframe can be provided Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps If financing is not available on terms reasonable to the Company and its shareholders then the progression steps of this business plan will not occur as planned and may never occur
We currently have no sources of financing and no commitments for financing There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside designers or sales or marketing firms We currently do not have any cash or other resources to commence the use of outside service providers If we do not receive funding or financing our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue to provide his services without consideration We have no formal agreement in place with our founder and CEO covering his services our founder s and 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 consideration while he continues to seek other sources of funding for the Company
Management believes that if it is successful in raising the necessary funds of which there can be no assurances we may generate revenue within the next 12 months While we hope that we will be successful in these efforts additional equity or debt financing may not be available to us on acceptable terms or at all and thus we would fail to satisfy our future cash requirements As of the date of this Report we have received approximately 68 000 in loans from our majority shareholder as well as interest free loans from business associates of our founder in the amount of 161 000 We expect these amounts will increase substantially over the next few months as the next phase of operations is rolled out
Securing additional financing is critical to implementation of our timeline If and when we obtain the required additional financing we should be 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 able to pursue our business plan and we may fail entirely We currently have no committed sources of financing besides the verbal commitment from our majority shareholder to provide us with financing in the short term until we are able to obtain reliable sources of financing
As a corporate policy we will not incur any financial obligations that we cannot satisfy with identified resources We believe the perception that many have of a public company is that they are more likely than not that they will accept restricted securities from a public company as consideration for indebtedness than they would from a private company We have not performed any formal studies of this matter Our conclusion is based solely on our own observations There can be no assurances that we will be successful in any of those efforts even if we become a publicly traded company The issuance of restricted shares will dilute the ownership interests of our current stockholders
Expenses for the twelve month period ended March 31 2024 compared to the twelve month period ended March 31 2023 were 248 340 and 453 142 respectively Expenses decreased year over year by 204 802 or a decrease of 45 2 The primary reason for this is we began preparing in our efforts to be compliant in our regulatory efforts as well as increasing business operations as well in the prior twelve month period we impaired the entire value of our Proto Pod prototypes which was over 260 000 While we wrote off or impaired the entire value of the project we believe that we can still utilize the dismantled pieces for other projects or development ideas such as our self contained mobile unit utilizing a Sprinter type van Our CEO has made significant progress on downsizing the original GPod to be all in a Sprinter type van that is more mobile than before
Officer s compensation related party was 60 000 for the twelve month period ended March 31 2024 compared to 53 500 for the twelve month period ended March 31 2023 Officer compensation expense related party remained static year over year except for the 6 500 in accrued compensation that was written off in the twelve month period ended March 31 2023 The Company is currently in discussions with Mr Dolan its CEO to either convert most of the amounts owed to him into equity of the Company or forgive most if not all of the accrued related party compensation owed to him over the next twelve months The Company upon inception March 27 2017 entered into a formal employment agreement with its founder Mr Dolan providing for a 5 000 a month payable This formal employment agreement was administratively terminated on February 29 2019
Consulting expenses were 134 750 for the twelve month period ended March 31 2024 compared to 109 750 for the twelve month period ended March 31 2023 Consulting expense increased year over year by 25 000 or an increase of 22 8 The primary reason for this is we retained outside professionals to assist us with operational and other business type consulting services in preparation for our financial reporting and other regulatory needs that have been left unattended along with process controls and other best practices if we are to self manufacture our GPod product
Software development and consulting expense related party incurred in connection with our new environmentally optimized growing system was 15 400 for the twelve month period ended March 31 2024 compared to 8 000 for the twelve month period ended March 31 2023 Software development and consulting expense related party increased year over year by 7 400 or an increase of 92 5 The primary reason for this is we were able to capitalize more costs associated with our internally developed software which has been included on our balance sheet as of March 31 2024 The remaining costs or services are considered not able to be capitalized for accounting purposes therefore we expense them immediately in the period incurred
Administrative costs and other expense were 8 940 for the twelve month period ended March 31 2024 compared to 2 589 for the twelve month period ended March 31 2023 Administrative costs and other expense decreased year over year by 6 351 or an increase of 245 3 The Company during the twelve month period ended March 31 2023 wrote off 5 000 in payments made to its prior auditor that were recorded as prepaid expense Since the ability to collect the prepaid amount was nil the Company expensed this amount as other expense at the time
Impairment of long lived assets was 261 303 for the twelve month period ended March 31 2023 We consider this hopefully a one time expense for the Company and will not experience this type of expense on a yearly basis Management of the Company determined through a thorough analysis and review that the Proto Pod was impaired It was determined that certain events and changes in circumstances surrounding the Proto Pod s direction and that its carrying value may not be recoverable The Company and its management dismantled the Proto Pod and all of its components and placed the components in storage to be used for other projects or variations associated with the Proto Pod Management impaired the total value of its Proto Pod as of March 31 2023 Total reserve for impairment as of March 31 2024 and March 31 2023 was 0 and 261 303 respectively Reserve for impairment is netted against the Proto Pod
Loss before provision for incomes taxes for the twelve month period ended March 31 2024 compared to the twelve month period ended March 31 2023 was 249 140 and 453 942 respectively We recorded no provision for federal income taxes We have not generated any revenues to date Provision for income taxes is specific to the California minimum franchise tax due annually Weighted average common shares outstanding was 16 270 500 for the twelve month period ended March 31 2024 compared to 16 230 000 for the twelve month period ended March 31 2023 Basic and diluted loss per share for the twelve month period ended March 31 2024 compared to the twelve month period ended March 31 2023 was 0 02 and 0 03 respectively
We paid all costs related to our direct public offering These expenses were paid as necessary Absent the ability to pay these amounts in full and our expected public reporting costs and other needs we may need to seek financial assistance from shareholders or non affiliated parties of the Company and its founder who may agree to loan us capital To the extent that such liabilities cannot be extended or satisfied in other ways we may seek outside financing or loans from financial institutions or other funding sources If and when secured these loans most likely will be evidenced by interest bearing secured and unsecured notes treated as loans until repaid if and when the Company has the ability to do so No formal written arrangement exists with respect to anyone s commitment to loan us funds for these purpose or others Our current funding sources have provided us unsecured notes payable with non interest bearing and due upon demand terms We believe these to be favorable because of the relationship of our founder with these lenders
Since acquiring the business plan most of our resources and work have been devoted to executing our business plan limited technical design and drawing testing and mock up of our interchangeable modules to be used with our intended product implementing systems and controls and completing our registration statement When our registration statement was complete we began to refocus our work on product and service offerings as well as push forward with the development of our intellectual property surrounding our new environmentally optimized growing system We believe the research and development work needed to further complete our product development attract designers and initiate marketing plans including the development of a saleable product will range between 200 000 and 250 000 This includes the use of outside contractors and experts and the services of our founder Mr Dolan If we are able to secure the necessary funding to outsource these steps of which there can be no assurance we believe that we can execute a proper launch of our product and services to the consumer If we are only able to use internal resources primarily consisting of services of our founder and CEO the process may take much longer and our launch may be limited to a much smaller market If we are unable to raise sufficient financing development costs would have to come from our founder and CEO to the extent that he is capable and willing to provide such additional financing While we have engaged the services of several outside consultants on an as needed basis their assistance is rather limited and based on our financial capabilities and commitment Our goal is for us to be able to have a saleable product several robust sales channels and an e commerce presence in six to twelve months from this date There is no way of estimating the likelihood of reaching that goal
Private capital will continue to be solicited from associates of our founder and CEO or through private investors referred to us by those same associates To date we have not sought out any larger funding sources other than associates of Mr Dolan nor have we authorized any person or entity to seek out funding on our behalf If a market for our securities ever develops of which there can be no assurances we may use restricted shares of our common stock to compensate employees consultants and independent contractors wherever possible We cannot predict the likelihood or source of raising capital or funds needed to complete the development of our product and the stages as outlined above
We embarked upon an effort to become a public company and by doing so have incurred and will continue to incur additional significant expenses for legal accounting and related services Once we become a publicly traded entity subject to the reporting requirements of the Exchange Act we will incur ongoing expenses associated with professional fees for accounting legal and a host of other expenses including annual reports and proxy statements if required We estimate these costs to be in excess of 100 000 per year and may be higher if our business volume or business activity increases significantly Our current estimate of costs does not include the necessary expenses associated with compliance documentation and specific reporting requirements of Section 404 as we are not subject to the full reporting requirements of Section 404 until we exceed 75 million in market capitalization or we decide to opt out of the emerging growth company as defined under the JOBS Act This exemption is only available to us under the JOBS Act or until we have been public for more than five years These obligations we believe reduce our ability and resources to expand our business We hope to be able to use our status as a public company to increase the ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us i e issuance of restricted shares of our common stock although there can be no assurances that we will be successful in any of those efforts We will reduce compensation paid to management if and when we do compensate management if there is insufficient cash generated from operations to satisfy these costs
We do 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 status as a public company to enable us to use non cash means of settling obligations and compensate persons or firms providing services to us although there can be no assurances that we will be successful in any of those efforts We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company We have not performed any studies of this matter Our conclusion is based on our own beliefs and advice that we have received from finance and market professionals Issuing shares of common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities Having shares of our common stock may also give a person a greater feeling of identity with us which may result in increased referrals However these actions if successful will result in dilution of the ownership interests of existing shareholders may further dilute common stock book value and that dilution may be material Such issuances may also serve to enhance existing management s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management GPODS INC may offer shares of its common stock to settle a portion of the professional fees incurred No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares as settlement of obligations due them
As of March 31 2024 we owed approximately 1 600 000 of which a sizeable amount is owed to related parties in connection with product development costs incurred consulting services and other expenses We have not entered into any formal agreements or agreements written or oral with any vendors or others for payment of services or expenses that cannot be deferred There are no other significant liabilities due as of March 31 2024 As of March 31 2024 we owed approximately 68 000 in connection with two 2 interest free demand loans from two 2 related parties Mr Dolan and Mr Fry As of March 31 2024 we owed approximately 161 000 from three 3 non affiliated parties The proceeds of loans both related party and non related party and our direct public offering were used for working capital We repaid several loans prior to our direct public offering being completed These funds came from other non affiliated parties Our cash position was approximately 1 700 at March 31 2024
In August 2020 the FASB issued ASU 2020 06 Debt Debt with Conversion and Other Options Subtopic 470 20 and Derivatives and Hedging Contracts in Entity s Own Equity Subtopic 815 40 Accounting for Convertible Instruments and Contracts on an Entity s Own Equity The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP Consequently more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception which will permit more equity contracts to qualify for the exceptions The ASU also simplifies the diluted net income per share calculation in certain areas The new guidance is effective for fiscal years beginning after December 15 2021 including interim periods within those fiscal years and early adoption is permitted The Company early adopted ASU 2020 06 during the year ended March 31 2022 and it did not have a material effect on the financial statements
In May 2021 the FASB issued ASU 2021 04 Earnings Per Share Topic 260 Debt Modifications and Extinguishments Subtopic 470 50 Compensation Stock Compensation Topic 718 and Derivatives and Hedging Contracts in Entity s Own Equity Subtopic 815 40 The new ASU addresses issuer s accounting for certain modifications or exchanges of freestanding equity classified written call options This amendment is effective for all entities for fiscal years beginning after December 15 2021 including interim periods within those fiscal years Early adoption is permitted The Company early adopted ASU 2021 04 during the year ended March 31 2022 and it did not have a material effect on the financial statements
In March 2022 the FASB issued ASU 2022 01 Derivatives and Hedging Topic 815 Fair Value Hedging Portfolio Layer Method Current GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last of layer closed portfolio The amendments in ASU 2022 01 allow 3 non prepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and non prepayable financial assets thereby allowing consistent accounting for similar hedges
For public business entities amendments in ASU 2022 01 are effective for fiscal years beginning after December 15 2022 and interim periods within those fiscal years For all other entities the amendments are effective for fiscal years beginning after December 15 2023 and interim periods within those fiscal years Early adoption is permitted on any date on or after the issuance of ASU 2022 01 for any entity that has adopted the amendments in ASU 2017 12 for the corresponding period If an entity adopts the amendments in an interim period the effect of adopting the amendments related to basis adjustments should be reflected as of the beginning of the fiscal year of adoption that is the initial application date The Company early adopted ASU 2022 01 during the three months ended June 30 2022 and it did not have a material effect on the financial statements
We have implemented all new accounting pronouncements that are in effect These pronouncements did not have any material impact on the financial statements unless otherwise disclosed and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations
An accounting policy is considered to be critical a if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and b if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically could materially impact the financial statements
Financial Reporting Release No 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made Note 2 to the financial statements included elsewhere in this Report includes a summary of the significant accounting policies and methods used in the preparation of our financial statements
We have no off balance sheet arrangements as defined in Item 303 a 4 ii of Regulation S K obligations under any guarantee contracts or contingent obligations We also have no other commitments other than the costs of being a public company that will increase our operating costs or cash requirements in the future
We have audited the accompanying balance sheets of GPods Inc as of March 31 2024 and 2023 and the related statements of operations changes in stockholders deficit cash flows and the related notes collectively referred to as financial statements for the years then ended In our opinion the financial statements present fairly in all material respects the financial position of the Company as of March 31 2024 and 2023 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming the Company will continue as a going concern As discussed in Note 2 to the financial statements although the Company has limited operations it has yet to attain profitability This raises substantial doubt about its ability to continue as a going concern Management s plan in regard to these matters is also described in Note 2 The financial statements do not include any adjustments that might result from the outcome of this uncertainty
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audit We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audit also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audit provides a reasonable basis for our opinion
The Company s business is to provide customers with storage and organization solutions through an assortment of innovative products and unparalleled customer service The Company will offer its products directly to customers including business to business customers through an e commerce website and or call center operations We provide a self contained grow pod solution that streamlines the start up process and begins generating revenue for the customer in as little time as possible The GPod system will be designed for ease of operation allowing customers of all backgrounds and philosophies to immediately start growing quality specialty crops specifically leafy crops including many varieties of herbs and spices
The Company recognizes revenue in accordance with the Financial Accounting Standard Board FASB issued Accounting Standards Codification ASC ASC 605 Revenue Recognition ASC 605 requires that four basic criteria are met 1 persuasive evidence of an arrangement exists 2 delivery of products and services has occurred 3 the fee is fixed or determinable and 4 collectability is reasonably assured The Company will recognize revenue during the month in which products are shipped or fees are earned
Fair value measurements are determined under a three level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity observable inputs and the reporting entity s own assumptions about market participant assumptions developed based on the best information available in the circumstances unobservable inputs
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability i e the exit price in an orderly transaction between market participants at the measurement date In determining fair value the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets market approach The Company also considers the impact of a decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly
The highest priority is given to unadjusted quoted prices in active markets for identical assets Level 1 measurements and the lowest priority to unobservable inputs Level 3 measurements Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement
Credit risk adjustments are applied to reflect the Company s own credit risk when valuing all liabilities measured at fair value The methodology is consistent with that applied in developing counterparty credit risk adjustments but incorporates the Company s own credit risk as observed in the credit default swap market
Financial instruments consist primarily of cash prepaid expense accounts payable and accrued expenses and notes payable The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short term maturities and approximate market interest rates of these instruments The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows
The Company accounts for stock awards issued to non employees in accordance with ASC 505 50 Equity Based Payments to Non Employees The measurement date is the earlier of 1 the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or 2 the date at which the counterparty s performance is complete Stock awards granted to non employees are valued at their respective measurement dates based on the trading price of the Company s common stock and recognized as expense during the period in which services are provided
Earnings loss per share are computed in accordance with ASC 260 Earnings per Share Basic earnings loss per share is computed by dividing net income loss after deducting preferred stock dividends accumulated during the period by the weighted average number of shares of common stock outstanding during each period Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock common stock equivalents and other potentially dilutive securities if any outstanding during the period
The Company accounts for income taxes in accordance with ASC 740 10 Income Taxes Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects calculated at the tax rate expected to be in effect at the time of realization A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment
ASC 740 10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition measurement classification interest and penalties accounting in interim periods disclosure and transition issues Interest and penalties are classified as a component of interest and other expenses
Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return Only tax positions meeting the more likely than not recognition threshold at the effective date may be recognized or continue to be recognized
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period Actual results could differ from those estimates
As noted above the Company is in the development stage and accordingly has not yet generated revenues from operations Since inception the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to our recently completed direct public offering As a result the Company incurred a net loss for the twelve month period ended March 31 2024 of 249 140 and as of March 31 2024 had an accumulated deficit of 1 624 011 The Company as of March 31 2024 had a negative working capital of 1 681 820 Additionally the Company s activities since inception have been sustained through debt and the long term deferral of payments to vendors and others
The Company intends to raise additional capital beyond its public offering through the sale of equity securities an offering of debt securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to the Company on reasonable terms Management believes that its actions to secure additional funding will likely provide the Company the opportunity to continue as a going concern There is no guarantee the Company will be successful in achieving any of these objectives These sources of working capital are not currently assured and consequently do not sufficiently mitigate the risks and uncertainties disclosed above
The ability of the Company to continue as a going concern is dependent upon management s ability to raise capital from the sale of its equity and ultimately the achievement of operating revenues The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
Intangible assets with finite lives are amortized over their estimated useful life The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable The original estimate of an asset s useful life and the impact of an event or circumstance on either an asset s useful life or carrying value involve significant judgment
On April 20 2017 the Company acquired certain assets from our founder which consisted of a business plan manufacturing design and schematics building materials and other items that will be used in creating our prototype and Proto Pod system to be used and sold through its operations Total value attributable to the intangible assets purchased by the Company was 8 000
The Company defines a capital expenditure as a purchase or payment that provides a future benefit to the business and increases the value of fixed asset or intangible asset and its value The benefit to the business must exceed two years and the minimum capitalization threshold varies Capital is a limited company resource from which spending should result in increased value to the business as generally demonstrated by increased revenue revenue protection or increased efficiencies Effective allocation of the Company s limited capital resources needs to be performed to maximize benefit and timely reporting and monitoring of capital spending is imperative
The Company determined that certain expenditures paid to certain service providers should be capitalized for accounting purposes Upon the asset being placed in service the appropriate depreciation or amortization of the asset should begin The Company determined through detailed analysis and review with its related party service provider see Note 4 Related Party Notes Payable and Other Related Party Transactions DLE Consulting DLE that costs incurred by the Company from DLE s professional services and its intimate involvement in the development and construction design and modifications to the Proto Pod should be capitalized The Company analyzes the expenditures on a monthly basis to expense or capitalize For the years ended March 31 2024 and March 31 2023 the Company capitalized design costs of 0 and 9 011 respectively The balances at March 31 2024 and March 31 2023 for the Company s Proto Pod Capitalized Costs were 0 and 0 respectively
The Company determined through analysis and review with its related party service provider see Note 4 Related Party Notes Payable and Other Related Party Transactions W270 Systems SA W270 Systems that a portion of costs incurred by the Company from W270 Systems and its work on our internal use software to be utilized in the Proto Pod development and its use by the Company to analyze information obtained from various sources to expand on the Proto Pod services W270 Systems devotes approximately 50 to 60 of its professional time to our varied smart phone applications that are expected to be offered by the Company in the near future and 40 to 50 of its professional time for our in house use software that will not be made available to the public The Company analyzes the expenditures on a monthly basis to expense or capitalize For the years ended March 31 2024 and March 31 2023 the Company capitalized internal use software costs of 15 400 and 8 000 respectively The balances at March 31 2024 and March 31 2023 for Company s Internal Use Software were 105 600 and 90 200 respectively
The Company recorded compensation expense to its related party of 60 000 and 53 500 for twelve month periods ended March 31 2024 and 2023 respectively The Company employed its founder under an employment agreement which started on March 31 2017 and provided for a salary of 5 000 per month for the first twelve 12 months and on March 1st 2018 increased to 5 500 per month for the next twelve 12 months This employment agreement administratively terminated on February 28 2019 both the related party and the Company agreed to limit the annual salary to 60 000 per year or 5 000 per month The Company during the twelve month period ended wrote off 6 500 in accrued compensation payable per its agreement with our founder Accrued compensation payable of 425 000 and 365 000 is due and payable as of March 31 2024 and March 31 2023 respectively
On December 31 2017 the Company executed a promissory note with its related party Mr Robert Dolan Chief Executive Officer of the Company in the amount of 6 000 The unsecured note payable bears interest at 0 per annum and is due upon demand The outstanding balance for the related party promissory note s due to Mr Dolan as of March 31 2024 and 2023 was 68 043 and 69 043 respectively During the year ended March 31 2021 the Company borrowed additional monies from an investor who became a shareholder in the Company through its direct public offering This amount was negligible and amounted to 50 as of March 31 2024 owing to this shareholder As of March 31 2024 total related party promissory notes was 68 043 which contains Mr Dolans related party note balance of 68 043 and 0 owed to Mr Wesley Fry Mr Fry s unsecured note payable bore interest at 0 per annum and was due upon demand Mr Fry s total ownership is less than 5 in the Company s common stock The Company used these related party funds for working capital purposes and for the development of its proto type GPods solution which it has capitalized for each period presented
The Company and its board of directors are in discussion to obtain settlement of the related party notes payable and accrued compensation due to related party at the same offering price and terms that the Company is currently seeking with its most recent capital raise No definitive agreement has been entered into as of the date of this report
We had accounts due and owing to a vendor that became a related party during the year ended March 31 2019 due to their ownership in the Company The related party were W270 Systems SA a Costa Rican corporation and their principal Mr Fry executed a subscription agreement with the Company and its registered public offering and invested in the Company s common stock Mr Fry received 250 000 shares of common stock of the Company The related party accounts payable balance for the vendor totaled 339 600 at March 31 2024 and 308 800 in total at March 31 2023 For the years ended March 31 2024 and 2023 the related party accounts payable balances increased by 30 800 and 16 000 respectively
Capitalized Internal use Software increased during the year ended March 31 2024 by 15 400 As described in Note 3 above the Company capitalizes approximately 50 of the costs incurred to develop its internal use software in accordance with GAAP Other costs incurred with respect to this vendor are expensed as incurred during the year ended March 31 2024 this amounted to 15 400 For the year ended March 31 2023 we capitalized internal use software costs of 8 000 and expensed 8 000 in software development expenses
Capitalized costs prototype increased during the year ended March 31 2024 by 0 As described in Note 3 above the Company capitalizes approximately 100 of the costs incurred to develop its prototype product in accordance with GAAP Of the 0 in costs capitalized 0 was incurred with respect to the DLE vendor and 0 in costs that our CEO and President Mr Dolan had incurred during the year For the year ended March 31 2023 we capitalized prototype products costs incurred with respect to the DLE vendor of 3 600 in billings that year
Unsecured notes payable bear interest at 0 per annum and were due and payable on demand The Company may from time to time borrow additional funds from these non affiliated sources on similar terms if available The Company used these funds primarily for working capital purposes These notes payable were made in the ordinary course of business As of March 31 2024 and March 31 2023 the Company had 161 535 and 123 516 in outstanding notes payable respectively
The Company during the twelve month period ended March 31 2024 received proceeds of 38 019 from two of its notes payable holders No payments were made during the twelve month period ended March 31 2024 The Company during the twelve month period ended March 31 2023 received proceeds of 18 831 and no payments were made to the note payable holders The Company does not intend on repaying the promissory notes payable in the near future and may seek to convert these notes payable into common stock of the Company
During the twelve month period ended March 31 2021 the Company in connection with its failure to list on the available exchanges to it made an offer to several of its shareholders to repurchase their shares at the same price that they had originally invested in the Company The Company received executed agreements from 45 investors to purchase their shares for a total of 13 000 enabling the Company to retire 1 300 000 shares of its common stock
Valuation allowance for deferred tax asset as of March 31 2024 and March 31 2023 was 341 045 and 288 725 respectively In assessing the recovery of the deferred tax asset management considers whether it is more likely than not that some or all of the deferred tax asset will not be realized The realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible Management considers scheduled reversals of future deferred tax assets projected future taxable income and tax planning strategies in making this assessment As a result management determined it was more likely than not that our deferred tax asset will not be realized and recorded a 100 valuation allowance for the period
On December 22 2017 the Tax Cuts and Jobs Act the Tax Act was enacted by the U S government which included a wide range of tax reform affecting businesses including the corporate tax rates international tax provisions tax credits and deduction with the majority of tax provision effective after December 31 2017
On March 27 2017 the Company issued to its founder 6 000 000 shares of its 0 001 par value common stock at a price of 0 001 per share for services provided On April 20 2017 the Company issued to its founder 4 000 000 shares of its 0 001 par value common stock at a price of 0 002 per share for certain intangible assets
On October 4 2018 the Company received a notice of effectiveness for our registration statement filed on Form S 1 The Company received total investment of 75 000 at a price of 0 01 per share A total of 7 500 000 shares of common stock were issued to 61 investors who had participated in the direct public offering
Deferred offering costs consisted primarily of accounting fees legal fees and other fees incurred through the balance sheet date that are directly related to the direct public offering Deferred offering costs were offset against the net proceeds of our direct public offering upon its completion On November 13 2018 deferred offering costs of 35 259 was credited towards additional paid in capital
Holders of the Company s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote Holders of common stock do not have cumulative voting rights Therefore holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors Holders of the Company s common stock representing a majority of the voting power of the Company s capital stock issued outstanding and entitled to vote represented in person or by proxy are necessary to constitute a quorum at any meeting of stockholders A vote by the holders of a majority of the Company s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation merger or an amendment to the Company s certificate of incorporation
Holders of the Company s common stock are entitled to share in all dividends that the board of directors in its discretion declares from legally available funds In the event of a liquidation dissolution or winding up each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock if any having preference over the common stock The Company s common stock has no pre emptive rights no conversion rights and there are no redemption provisions applicable to the Company s common stock
During September 2022 the Company began an exempt private placement offering the 2022 Stock Offering of its common stock at a price of 0 10 per share Total capital raise for the 2022 Stock Offering is 750 000 The 2022 Stock Offering the Company may include the settlement of accounts payable vendor accounts as well as the settlement of related party amounts due on loans and accrued expense During the twelve month period ended March 31 2023 the Company issued 70 500 shares of its common stock for 7 050 in proceeds During the twelve month period ended March 31 2024 the Company issued 0 shares of its common stock for 0 in proceeds
Repurchase of common stock During the twelve month period ended March 31 2020 the Company in connection with its failure to list on the exchange available to it at time made an offer to several of its shareholders to purchase their shares for the same price that they paid for their shares The Company received executed agreements from 45 of the investors to purchase their shares for a total of 13 000 enabling the Company to immediately retire 1 300 000 shares of its common stock
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company s Exchange Act reports is recorded processed summarized and reported within the time communicated to the Company s management including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a 15 e The Company s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company s desired disclosure control objectives In designing periods specified in the SEC s rules and forms and that such information is accumulated and evaluating the disclosure controls and procedures management recognized that any controls and procedures no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures The Company s certifying officer its Principal Executive Officer its Principal Financial Officer and Principal Accounting Officer has concluded that the Company s disclosure controls and procedures are effective in reaching that level of assurance
Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a 15 e under the Securities Exchange Act of 1934 as amended as of the end of the period covered by this Report Based on the evaluation he concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings The Company hired a financial expert with the experience necessary in creating and managing internal control systems as well as to continue to improve the effectiveness of our internal controls and financial disclosure controls
Management has confidence in its internal controls and procedures The Company s management believes that a control system no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud if any within a company have been detected Further the design of an internal control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs Because of the inherent limitation in all internal control systems no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud if any within the Company have been detected
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a 15 f under the Securities Exchange Act of 1934 as amended Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework the COSO criteria Based on this evaluation management has concluded that our internal control over financial reporting was effective as of March 31 2024
This Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company whether made before or after the date hereof regardless of any general incorporation language in such filing
Internal control systems no matter how well designed and operated have inherent limitations Therefore even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation
The following table and text sets forth the names and ages of all our directors and executive officers and key management personnel as of April 26 2024 Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier death retirement resignation or removal Executive officers serve at the discretion of the board of directors and are elected or appointed to serve until the next board of directors meeting which may follow the annual meeting of stockholders Provided is a brief description of the business experience of each director and executive officer and key management personnel during the past five years and indication of directorships held by if any of each director in other companies subject to the reporting requirements under the Federal Securities Acts
Mr Dolan is currently the Company s sole officer and director in the respective capacities of CEO CFO and Chairman of the Company s board of directors He has held these positions since March 27 2017 He is responsible for all duties required of a corporate officer and the development of the business From May 2005 through the present Mr Dolan has served as a principal with a commercial organic farm located in Southern California Fortuna Farms He was instrumental in starting Fortuna Farms with an extensive background in indoor organic growing melding with traditional farming Mr Dolan regularly attends trade shows subscribes to industry publications and visits local farmers and growers to stay abreast of the newest technologies and the most advanced methods used in the industry Farming is not a job for him it s a part of his identity inheritance and legacy continuously growing his base of knowledge Mr Dolan holds an Associate Degree in Horticulture with an emphasis in hydroponic automation received from California State University San Marcos Mr Dolan has earned a number of industry awards for his unique designs as well as local recognition for his concepts in hydroponic automation use and sustainability
No member of management will be required by us to work on a full time basis Accordingly certain conflicts of interest may arise between us and our officer s and director s in that they may have other business interests in the future to which they devote their attention and they may be expected to continue to do so although management time must also be devoted to our business As a result conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer s understanding of his her fiduciary duties to us
Currently we have only one officer and one director both of whom are the same person and will seek to add additional officer s and or director s as and when the proper personnel are identified and terms of employment are mutually negotiated and agreed particularly when we have sufficient capital resources and cash flow to make such offers
In an effort to resolve potential conflicts of interest we entered into a written agreement with Mr Dolan specifying that any business opportunities that he may become aware of independently or directly through his association with us as opposed to disclosure to him of such business opportunities by management or consultants associated with other entities would be presented by him solely to us
Each director is elected by the Board and serves until his or her successor is elected and qualified unless he or she resigns or is removed earlier Each of our officers is elected by the Board to a term of one 1 year and serves until his or her successor is duly elected and qualified or until he or she is earlier removed from office or resigns
The Company does not currently have any committees of the Board of Directors Concurrent with having sufficient members and resources the Board of Directors plans to establish an audit committee and a compensation committee We believe that a minimum of five directors is needed to have effective committee systems The audit committee will review the results and scope of annual audits and other services provided by independent auditors and will review and evaluate the system of internal controls The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for officers No final determination has yet been made as to the membership requirements of these committees or when we may have sufficient members to establish such committees See Executive Compensation hereinafter
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company Board candidates are considered based upon various criteria such as their broad based business and professional skills and experiences a global business and social perspective concern for the long term interests of the stockholders diversity and personal integrity and judgment
None of our officers directors or employees are currently party to employment agreements with the Company The Company has no pension health annuity bonus insurance profit sharing or similar benefit plans however the Company may adopt such plans in the future There are no personal benefits available for directors officers or employees of the Company
The Company had an employment arrangement with Mr Dolan for services which administratively terminated on February 28 2019 We initially entered into this agreement on March 27 2017 Mr Dolan s compensation was not based on any percentage of profits or other financial calculations Mr Dolan as a board member makes all decisions determining the amount and timing of payment for his compensation and for the immediate future Mr Dolan has elected not to receive payment of compensation which permits us to meet our day day financial obligations Mr Dolan s compensation is deferred until at such time that we receive sufficient financing or that we no longer are a going concern
1 Mr Dolan was previously employed by the Company under an employment agreement that provided for initially a 5 000 month salary increasing in the second 2nd year to 5 500 month salary The Company and Mr Dolan mutually agreed to defer the payment of compensation until as such time the Company is able to with sufficient financing and or it ceases to be a going concern Mr Dolan currently receives an accrued salary of 60 000 per year which is a verbal agreement and understanding with the Company While the previous and now terminated agreement called for annual increases Mr Dolan and the Board of Directors agreed to keep the compensation to 5 000 month until the Company achieves financing in excess of 750 000
2 Mr Dolan upon inception March 27 2017 received 6 000 000 shares of common stock of the Company in exchange for services valued at 6 000 The Company does not intend to issue any additional shares to Mr Dolan for his services as an officer or as a director despite our mutual agreement to continue the deferral of payment for his services
None of our named executive officers had any outstanding stock or option awards as of March 31 2024 that would be compensatory to the officer The Company has not issued any awards to its named executive officers The Company and its board of directors may grant awards as it sees fit to its employees as well as to key consultants of which there are none
SEC regulations state that we must disclose information regarding agreements plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company We currently have no employment agreements with any of our executive officers nor any compensatory plans or arrangements resulting from the resignation retirement or any other termination of any of our executive officers from a change in control or from a change in any executive officer s responsibilities following a change in control As a result we have omitted this table
We have no standard arrangement to compensate directors for their services in their capacity as directors Directors are not paid for meetings attended However we intend to review and consider future proposals regarding board compensation All travel and lodging expenses associated with corporate matters are reimbursed by us if and when incurred
We do not offer any annuity pension or retirement benefits to be paid to any of our officers directors or employees in the event of retirement There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation retirement or any other termination of employment with our company or from a change in the control of our Company
We do not have a separate compensation committee Instead our Board reviews and approves executive compensation policies and practices reviews salaries and bonuses for other officers administers our stock option plans and other benefit plans if any and considers other matters that may be brought forth to it
We do not have any long term incentive plans that provide compensation intended to serve as incentive for performance No individual grants or agreements regarding future payouts under non stock price based plans have been made to any executive officer or any director or any employee or consultant since our inception accordingly no future payouts under non stock price based plans or agreement s have been granted or entered into or exercised by our officer or director or employees or consultants since we were founded
None of our named executive officers had any outstanding stock or option awards as of March 31 2024 The Company has not issued any awards to its named executive officers The Company and its board may grant awards as it sees fit to its employees as well as key consultants and other outside professionals
As of April 26 2024 we had 16 270 500 shares of common stock outstanding which are held by 30 shareholders of record The chart below sets forth the ownership or claimed ownership of certain individuals and entities This chart discloses those persons known by the board of directors to have or claim to have beneficial ownership of more than 5 of the outstanding shares of our common stock as of April 26 2024 of all directors and executive officers of GPods Inc and of our directors and officers as a group
The holders of our shares of common stock do not have cumulative voting rights which means that the holders of more than 50 of such outstanding shares voting for the election of Directors can elect all of the Directors to be elected if they so choose In such an event the holders of the remaining shares will not be able to elect any of our directors
Our Articles of Incorporation authorize the issuance of 10 000 000 shares of preferred stock with designations rights and preferences determined from time to time by our board of directors No shares of preferred stock have been designated issued or are outstanding Accordingly our board of directors is empowered without stockholder approval to issue up to 10 000 000 shares of preferred stock with voting liquidation conversion and other rights that could adversely affect the rights of the holders of the common stock Although we have no present intention to issue any shares of preferred stock there can be no assurance that we will not do so in the future
We presently do not have plans to issue any shares of preferred stock However preferred stock could be used to dilute a potential hostile acquirer Accordingly any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us This may delay defer or prevent a change of control in our Company or an unsolicited acquisition proposal The issuance of preferred stock also could decrease the amount of earnings attributable to and assets available for distribution to the holders of our common stock and could adversely affect the rights and powers including voting rights of the holders of our common stock
One of the effects of un issued and unreserved common stock and or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger tender offer proxy contest or otherwise and thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices
As an issuer of penny stock the protection provided by the federal securities laws relating to forward looking statements does not apply to us our shares will probably be considered penny stocks for the foreseeable future Although the federal securities laws provide a safe harbor for forward looking statements made by a public company that files reports under the federal securities laws this safe harbor is not available to issuers of penny stocks As a result we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us including this Report contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading
As a Nevada corporation we are subject to the Nevada Revised Statutes NRS or Nevada law Certain provisions of Nevada law described below create rights that might be deemed material to our shareholders Some provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests
Directors Duties Section 78 138 of the Nevada law allows our directors and officers in exercising their powers to further our interests to consider the interests of our employees suppliers creditors and customers They can also consider a the economy of the state and the nation b the interests of the community and of society and c our long term and short term interests and that of our shareholders including the possibility that these interests may be best served by our continued independence Our directors may resist a change or potential change in control if they by a majority vote of a quorum determine that the change or potential change is opposed to or not in our best interest Our board of directors may consider these interests or have reasonable grounds to believe that within a reasonable time any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities render us insolvent or cause us to file for bankruptcy protection
Dissenters Rights Among the rights granted under Nevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares see NRS 92A 380 390 This right is subject to exceptions summarized below and arises in the event of mergers plans of conversion or plans of exchange This right normally applies if shareholder approval of the corporate action is required either by Nevada law or by the terms of a company s articles of incorporation
This exception notwithstanding a shareholder will still have a right of dissent if it is provided for in the articles of incorporation if the board of directors resolution approving the plan of merger or exchange provides otherwise or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner s interests or a combination of the two in the surviving or acquiring entity or in any other entity falling in any of the three categories described above in this paragraph
Inspection Rights Nevada law specifies that shareholders have the right to inspect company records see NRS 78 105 This right extends to any person who has been a shareholder of record for at least six months immediately preceding his or her demand to inspect It also extends to any person holding or authorized in writing by the holders of at least 5 of outstanding shares Shareholders having this right are to be granted inspection rights upon five days written notice The records covered by this right include official copies of
Control Share Acquisitions Sections 78 378 to 78 3793 of Nevada law contain provisions that may prevent a person acquiring a controlling interest in a Nevada registered company from exercising voting rights To the extent that these rights support the voting power of minority shareholders these rights may be deemed material These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these shareholders having addresses in Nevada as reflected on our stock ledger While we do not yet have the required number of shareholders in Nevada or elsewhere it is possible that at some future point we will reach these numbers and accordingly these provisions will become applicable We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual report on Form 10 K This form is filed with the SEC within 90 days after the close of each fiscal year hereafter You can view these and our other filings at www sec gov in the EDGAR database
Under NRS Sections 78 378 to 78 3793 an acquiring person who acquires a controlling interest in a company may not obtain voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders meeting held upon the request and at the expense of the acquiring person If the acquiring person s shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power any shareholder other than the acquiring person who does not vote for authorizing voting rights for the control shares is entitled to exercise dissenting rights and demand payment for the fair value of their shares and we must comply with the demand An acquiring person means any person who individually or acting with others acquires or offers to acquire directly or indirectly a controlling interest in our shares Controlling interest means the ownership of our outstanding voting shares sufficient to enable the acquiring person individually or acting with others directly or indirectly to exercise one fifth or more but less than one third one third or more but less than a majority or a majority or more of all the voting power of the company in the election of our directors Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded Control shares means the company s outstanding voting shares that an acquiring person a acquires or offers to acquire in an acquisition and b acquires within 90 days immediately preceding the date when the acquiring person becomes an acquiring person
According to NRS 78 378 the provisions referred to above do not restrict our directors from taking action to protect the interests of our Company and its shareholders including but not limited to adopting or executing plans arrangements or instruments that grant or deny rights privileges power or authority to a holder of a specified number of shares or percentage of share ownership or voting power Likewise these provisions do not prevent directors or shareholders from imposing stricter requirements in our Articles of Incorporation bylaws or a board resolution relating to the acquisition of a controlling interest in the Company
Certain Business Combinations Sections 78 411 to 78 444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an interested shareholder As was discussed above in connection with NRS 78 378 to 78 3793 these provisions could be considered material to our shareholders particularly to minority shareholders They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act unless the company s articles of incorporation provide otherwise
These provisions of Nevada law prohibit us from engaging in any combination with an interested stockholder for two years after the date the interested stockholder acquired the shares that cause him her to become an interested shareholder unless the combination meets all the requirements of our Articles of Incorporation and the combination was either approved 1 by our board of directors before the person became an interested shareholder or 2 by the board of directors and disinterested shareholders representing at least 60 of the Company s voting power The term combination is described in NRS 78 416 and includes among other things mergers sales or purchases of assets and issuances or reclassifications of securities If the combination did not have prior approval the interested shareholder may proceed after the two year period only if the shareholder receives approval from a majority of our disinterested shareholders or the combination meets the requirements for adequate consideration that are specified in NRS 78 441 42 For the above provisions resident domestic corporation means a Nevada corporation that has 200 or more shareholders of record An interested stockholder is defined in NRS 78 423 as someone who is either
The following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in involving our executive officers directors more than 5 stockholders or immediate family members of these persons These transactions were negotiated between related parties and may be determined to have been without arm s length bargaining and as a result the terms of these transactions may be different than transactions negotiated between unrelated parties or persons
We recorded compensation expense of 60 000 to Mr Dolan for the year ending March 31 2024 We borrowed approximately 5 400 from Mr Dolan to pay for costs that were incurred with regards to the development of the Proto Pod system which we capitalized those costs for the year ending March 31 2024 Other related party disclosure within our footnotes to the financial statements are not required here in this section due to the party s ownership percentages not equaling or exceeding the 5 ownership requirement at the end of the year or during the year in question Related party disclosure within our footnotes was at the request and direction of our independent public accounting firm and most parties did not exceed more than 1 5 in equity ownership
Although we adopted a Code of Ethics we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest Our Board reviews a transaction in light of the affiliations of the director officer or employee and the affiliations of such person s immediate family Transactions are presented to our Board for approval before they are entered into or if this is not possible for ratification after the transaction has occurred If our Board finds that a conflict of interest exists then it will determine the appropriate remedial action if any Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company
For purposes of determining director independence we have applied the definitions set out in NASDAQ Rule 5605 a 2 The OTCQB as maintained by OTCMarkets Group Inc does not have director independence requirements The NASDAQ definition of Independent Officer means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which in the opinion of the Company s Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director According to the NASDAQ definition Mr Dolan is not an independent director because Mr Dolan currently serves as an officer of the Company
The following table presents the fees for professional audit services rendered by Michael Gillespie Associates PLLC a professional limited liability company MGA for the audit of the Company s annual financial statements for the fiscal years ended March 31 2024 and March 31 2023 and fees billed for other services rendered by MGA during those periods of which there were none All services reflected in the following fee table were pre approved respectively in accordance with the policy of the Board
In its capacity the Board pre approves all audit including audit related and permitted non audit services to be performed by the independent auditors The Board will annually approve the scope and fee estimates for the year end audit to be performed by the Company s independent auditors for the fiscal year With respect to other permitted services the Board pre approves specific engagements projects and categories of services on a fiscal year basis subject to individual project and annual maximums
The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 as amended or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933 as amended except as shall be expressly set forth by specific reference in such filing or document

Company Name	GPODS, INC. Vist SEC web-site
Category	RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY