GPODS' Losses Mount Amid Soaring Expenses, Going Concern Warning Issued

TL;DR

**GPODS is burning cash with no revenue, relying on related party debt and stock sales to stay afloat – this is a speculative bet on a turnaround that isn't showing up yet.**

AI Summary

GPODS, INC. reported a significant net loss of $238,870 for the six-month period ended September 30, 2025, a stark contrast to the net income of $300,450 reported in the same period of 2024. This decline is primarily due to the absence of one-time gains from debt forgiveness ($271,800 in 2024) and asset sales ($100,000 in 2024). Total expenses surged by 235% to $238,870 for the six months ended September 30, 2025, up from $71,350 in 2024, driven by increased consulting expense (from $16,000 to $64,000), related party software development expense (from $9,800 to $70,400), and new related party design and technical expense ($56,400). The company's accumulated deficit grew to $1,835,809 as of September 30, 2025, from $1,596,939 at March 31, 2025, and it maintains a negative working capital balance of $728,868. Cash and cash equivalents increased to $20,680 at September 30, 2025, from $405 at March 31, 2025, largely due to $191,105 in financing activities, including $20,950 from common stock sales and $126,800 from related party accounts payable changes. The company explicitly states a going concern risk due to insufficient recurring revenues and reliance on future capital raises.

Why It Matters

GPODS' substantial net loss and negative working capital signal significant financial instability, directly impacting investor confidence and potentially future funding rounds. The heavy reliance on related party transactions for expenses and financing raises questions about corporate governance and transparency, which could deter institutional investors. For employees, the going concern risk creates job insecurity, while customers might face uncertainty regarding product support and future innovation. In a competitive market for specialized agricultural technology, GPODS' inability to generate consistent revenue and its dependence on external capital put it at a severe disadvantage against more established or better-funded rivals.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' risk due to a net loss of $238,870 for the six-month period ended September 30, 2025, and an accumulated deficit of $1,835,809. Furthermore, GPODS has a negative working capital balance of $728,868 as of September 30, 2025, indicating severe liquidity issues and a heavy reliance on future capital raises, which are not assured.

Analyst Insight

Investors should avoid GPODS, INC. given the severe going concern risk, lack of revenue, and increasing losses. Current shareholders should consider divesting, as the company's financial health is deteriorating, and future dilution from capital raises is highly probable to sustain operations.

Financial Highlights

net Income

$ (238,870)

eps

$ (0.01)

cash Position

$ 20,680

Key Numbers

• $238,870 — Net Loss (For the six-month period ended September 30, 2025, compared to a $300,450 net income in the prior year, indicating a significant reversal.)
• $1,835,809 — Accumulated Deficit (As of September 30, 2025, an increase from $1,596,939 at March 31, 2025, highlighting ongoing operational losses.)
• $728,868 — Negative Working Capital (As of September 30, 2025, indicating severe short-term liquidity challenges.)
• $20,680 — Cash and Cash Equivalents (As of September 30, 2025, a modest increase from $405 at March 31, 2025, primarily from financing activities, not operations.)
• 235% — Increase in Total Expenses (From $71,350 in the six months ended September 30, 2024, to $238,870 in the same period of 2025, showing rapidly escalating costs.)
• $191,105 — Net Cash Provided by Financing Activities (For the six-month period ended September 30, 2025, crucial for sustaining operations given negative operating cash flow.)
• 22,980,000 — Common Shares Outstanding (As of November 11, 2025, up from 22,770,500 at March 31, 2025, indicating recent dilution.)
• $20,950 — Proceeds from Common Stock Sale (For the six-month period ended September 30, 2025, contributing to financing activities.)

Key Players & Entities

• GPODS, INC. (company) — registrant
• $238,870 (dollar_amount) — net loss for six-month period ended September 30, 2025
• $300,450 (dollar_amount) — net income for six-month period ended September 30, 2024
• $1,835,809 (dollar_amount) — accumulated deficit as of September 30, 2025
• $728,868 (dollar_amount) — negative working capital balance as of September 30, 2025
• $20,680 (dollar_amount) — cash and cash equivalents as of September 30, 2025
• $405 (dollar_amount) — cash and cash equivalents as of March 31, 2025
• $191,105 (dollar_amount) — net cash provided by financing activities for six-month period ended September 30, 2025
• $20,950 (dollar_amount) — proceeds from sale of common stock for six-month period ended September 30, 2025
• Nevada (regulator) — state of incorporation

FAQ

Risk Factors

• Going Concern Risk [high — financial]: The company explicitly states a going concern risk due to insufficient recurring revenues and reliance on future capital raises. The accumulated deficit grew to $1,835,809 as of September 30, 2025, and the company maintains a negative working capital balance of $728,868. Management's ability to continue operations is dependent on securing additional funding.
• Significant Net Loss and Expense Increase [high — financial]: GPODS, INC. reported a net loss of $238,870 for the six months ended September 30, 2025, a sharp contrast to the prior year's net income. Total expenses surged by 235% to $238,870, driven by substantial increases in consulting, related party software development, and new related party design and technical expenses.
• Negative Working Capital [high — financial]: As of September 30, 2025, the company has a negative working capital balance of $728,868. This indicates a significant short-term liquidity challenge, where current liabilities exceed current assets.
• Reliance on Financing Activities [medium — financial]: Cash and cash equivalents increased to $20,680 due to $191,105 in financing activities, including common stock sales and related party accounts payable changes. This highlights a lack of operational cash generation.
• Dilution from Stock Issuance [medium — financial]: Common shares outstanding increased from 22,770,500 at March 31, 2025, to 22,980,000 as of November 11, 2025, due to the issuance of 209,500 shares for $20,950. This indicates ongoing dilution for existing shareholders.

Industry Context

GPODS, INC. operates in the storage and organization solutions market, offering a 'grow-pod' system for specialty crops. The company's business model appears to be in a development stage, focusing on e-commerce sales and B2B solutions. The competitive landscape for such specialized agricultural technology solutions is likely evolving, with potential for growth but also facing challenges in market adoption and scalability.

Regulatory Implications

As a publicly reporting company, GPODS, INC. must adhere to SEC regulations, including timely and accurate financial reporting. The company's going concern disclosure and significant reliance on external financing could attract scrutiny from regulators and investors regarding its long-term viability and financial stability.

What Investors Should Do

1. Monitor future capital raises closely.
2. Scrutinize related party transactions.
3. Assess the path to recurring revenue.
4. Evaluate the cash burn rate and runway.

Key Dates

• 2025-09-30: Six-month period ended — Reported a net loss of $238,870 and a significant increase in total expenses to $238,870, with a negative working capital of $728,868.
• 2025-03-31: Fiscal year end and balance sheet date — Accumulated deficit was $1,596,939, and cash and cash equivalents were $405.
• 2024-09-30: Six-month period ended — Reported net income of $300,450, benefiting from $371,800 in one-time gains from debt forgiveness and asset sales.

Glossary

Accumulated Deficit

The total cumulative net losses of a company that have not been offset by net income since its inception. (Indicates the company has historically incurred more expenses than revenues, growing to $1,835,809 as of September 30, 2025.)

Working Capital

The difference between a company's current assets and current liabilities. Positive working capital indicates a company can meet its short-term obligations. (GPODS, INC. has a negative working capital of $728,868 as of September 30, 2025, signaling potential liquidity issues.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. (The company explicitly identifies a going concern risk due to insufficient recurring revenues and reliance on future capital raises.)

Related Party Transactions

Transactions between a company and its management, board members, or other entities that can be controlled by or significantly influenced by these parties. (Significant expenses like software development ($70,400) and design/technical services ($56,400) are with related parties, raising questions about cost justification and arm's-length dealings.)

Debt Forgiveness

The cancellation of a debt by a creditor, which can result in a gain for the debtor. (The absence of $271,800 in debt forgiveness gains in the current period significantly impacted the net income comparison to the prior year.)

Year-Over-Year Comparison

Compared to the six-month period ended September 30, 2024, GPODS, INC. has experienced a significant financial downturn. Revenue figures are not explicitly provided for comparison, but net income has reversed from a $300,450 profit to a $238,870 loss. This is largely due to the absence of one-time gains from debt forgiveness and asset sales in the current period. Total expenses have dramatically increased by 235% to $238,870, driven by substantial rises in consulting and related party expenses. While cash has increased due to financing, the company's accumulated deficit has grown, and its working capital remains negative, highlighting ongoing financial challenges.

Key Financial Figures

• $60,000 — it the related party's annual salary to $60,000 per year or $5,000 per month. The Compa
• $5,000 — 's annual salary to $60,000 per year or $5,000 per month. The Company and the related

Filing Documents

• form10-q.htm (10-Q) — 691KB
• ex31-1.htm (EX-31.1) — 19KB
• ex31-2.htm (EX-31.2) — 19KB
• ex32-1.htm (EX-32.1) — 8KB
• ex32-2.htm (EX-32.2) — 8KB
• 0001493152-25-021632.txt ( ) — 2939KB
• gpod-20250930.xsd (EX-101.SCH) — 23KB
• gpod-20250930_cal.xml (EX-101.CAL) — 35KB
• gpod-20250930_def.xml (EX-101.DEF) — 96KB
• gpod-20250930_lab.xml (EX-101.LAB) — 184KB
• gpod-20250930_pre.xml (EX-101.PRE) — 150KB
• form10-q_htm.xml (XML) — 267KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 3 Balance Sheets of GPods, Inc. at September 30, 2025 (unaudited), and March 31, 2025 (audited) 3 4 5 6 Notes to the Financial Statements (unaudited) 7 Item 2.

Management's Discussion and Analysis

Management's Discussion and Analysis 14 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 26 Item 4.

Controls and Procedures

Controls and Procedures 26

OTHER INFORMATION

PART II. OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 27 Item 1A.

Risk Factors

Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3. Defaults upon Senior Securities 38 Item 4. Mine Safety Disclosures 38 Item 5. Other Information 38 Item 6. Exhibits 38

Signatures

Signatures 39 2 Part I. Financial Information Item 1. Financial Statements GPODS, INC. CONDENSED BALANCE SHEETS September 30, 2025 (unaudited) March 31, 2025 (audited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,680 $ 405 Prepaid expense 1,435 4,675 Total Current Assets 22,115 5,080 Internal use software 108,600 108,600 TOTAL ASSETS $ 130,715 $ 113,680 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and other accrued expense $ 315,150 $ 250,350 Related party accounts payable 178,800 52,000 Related party accrued compensation 40,000 10,000 Related party loans and notes payable 31,543 31,543 Notes payable 185,490 172,135 Investor stock payable - - TOTAL LIABILITIES 750,983 516,028 STOCKHOLDERS' EQUITY (DEFICIT): Common stock, $ 0.001 par value; 90,000,000 shares authorized; 22,980,000 and 22,770,500 issued and outstanding at September 30, 2025 and March 31, 2025, respectively 22,980 22,771 Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; none issued and outstanding - - Additional paid in capital 1,192,561 1,171,820 Accumulated deficit ( 1,835,809 ) ( 1,596,939 ) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 620,268 ) ( 402,348 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 130,715 $ 113,680 SEE

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS 3 GPODS, INC. CONDENSED For the three-month period ended September 30, 2025 (unaudited) For the three-month period ended September 30, 2024 (unaudited) Expenses: Officer compensation and wage expense – related party $ 15,000 $ 15,000 Consulting expense 31,500 8,000 Legal and accounting expense 3,250 2,750 Software development expense – related party 41,600 9,800 Design and technical expense – related party 30,000 - Design and technical expense – non-related party - 11,400 Administration expense and other 2,165 300 Total expenses 123,515 47,250 Operating income (loss) ( 123,515 ) ( 47,250 ) Other income and expense: Debt forgiveness - 271,800 Gain on sale of asset - 100,000 Total other income and expense - 371,800 Income/(loss) before income tax ( 123,515 ) 324,550 Provision for income tax - - Net income/(loss) $ ( 123,515 ) $ 324,550 Basic and diluted income/(loss) per share $ ( 0.01 ) $ 0.02 Weighted average common shares outstanding - basic and diluted 22,850,000 16,270,500 For the six-month period ended September 30, 2025 (unaudited) For the six-month period ended September 30, 2024 (unaudited) Expenses: Officer compensation and wage expense – related party $ 30,000 $ 30,000 Consulting expense 64,000 16,000 Legal and accounting expense 12,750 2,750 Software development expense – related party 70,400 9,800 Design and technical expense – related party 56,400 - Design and technical expense – non-related party - 11,400 Administration expense and other 5,320 1,400 Total expenses 238,870 71,350 Operating income (loss) ( 238,870 ) ( 71,350 ) Other income and expense: Debt forgiveness - 271,800 Gain on sale of asset - 100,000 Total other income and expense - 371,800 Income/(loss) before income tax ( 238,870 ) 300,450 Provision for income tax - - Net income/

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS 4 GPODS, INC. CONDENSED Common Stock Common Stock Amount Additional Paid-in Capital Accumulated Deficit Total Balance – June 30, 2024 (unaudited) 16,270,500 $ 16,271 $ 31,520 $ ( 1,648,111 ) $ ( 1,600,320 ) Debt forgiveness – related parties - - 375,000 - 375,000 Net income/(loss) – three-month period ended September 30, 2024 - - - 324,550 324,550 Balance – September 30, 2024 (unaudited) 16,270,500 $ 16,271 $ 406,520 $ ( 1,323,561 ) $ ( 900,770 ) Common Stock Common Stock Amount Additional Paid-in Capital Accumulated Deficit Total Balance – June 30, 2025 (unaudited) 22,770,500 $ 22,771 $ 1,171,820 $ ( 1,712,294 ) $ ( 517,703 ) Issuance of 209,500 shares of common stock for cash, at $ 0.001 par value, at $ 0.10 /share 209,500 209 20,741 - 20,950 Net loss – three-month period ended September 30, 2025 - - - ( 123,515 ) ( 123,515 ) Balance – September 30, 2025 (unaudited) 22,980,000 $ 22,980 $ 1,192,561 $ ( 1,835,809 ) $ ( 620,268 ) Common Stock Common Stock Amount Additional Paid-in Capital Accumulated Deficit Total Balance – March 31, 2024 16,270,500 $ 16,271 $ 31,520 $ ( 1,624,011 ) $ ( 1,576,220 ) Debt forgiveness – related parties - - 375,000 - 375,000 Net income/(loss) – six-month period ended September 30, 2024 - - - 300,450 300,450 Balance – September 30, 2024 (unaudited) 16,270,500 $ 16,271 $ 406,520 $ ( 1,323,561 ) $ ( 900,770 ) Common Stock Common Stock Amount Additional Paid-in Capital Accumulated Deficit Total Balance – March 31, 2025 22,770,500 $ 22,771 $ 1,171,820 $ ( 1,596,939 ) $ ( 402,348 ) Balance 22,770,500 $ 22,771 $ 1,171,820 $ ( 1,596,939 ) $ ( 402,348 ) Issuance of 209,500 shares of common stock for cash, at $ 0.001 par value, at $ 0.10 /share 209,500 209 20,741 - 20,950 Net loss – six-month

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS 5 GPODS, INC. CONDENSED For the six-month period ended September 30, 2025 (unaudited) For the six-month period ended September 30, 2024 (unaudited) CASH FLOW FROM OPERATING ACTIVITIES: Net income/(loss) $ ( 238,870 ) $ 300,450 Gain on sale of asset - ( 100,000 ) Gain on extinguishment of debt - ( 271,800 ) Adjustments to reconcile net loss to cash (used in) operating activities: Change in prepaid expense 3,240 - Change in investor payable - ( 8,500 ) Change in accounts payable and accrued expense – non-related party 64,800 28,200 Net Cash (Used in) Operating Activities ( 170,830 ) ( 51,650 ) CASH FLOW FROM INVESTING ACTIVITIES Purchase of capital assets - - Net Cash (Used in) Investing Activities - - CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock 20,950 - Change in accounts payable – related party 126,800 9,800 Change in accrued expense – related party 30,000 30,000 Loan proceeds – related party - 8,500 Loan proceeds – non-related party 13,355 3,000 Net Cash (Used in)/Provided by Financing Activities 191,105 51,300 CHANGE IN CASH 20,275 ( 350 ) CASH AT BEGINNING OF PERIOD 405 1,708 CASH AT END OF PERIOD $ 20,680 $ 1,358 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest $ - $ - Income taxes $ - $ - Non-cash investing and financing activities: Capitalized services – Internal use software – related party $ - $ 3,000 Increase in paid in capital from related party debt settlement $ - $ 375,000 SEE

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS 6 GPODS, INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2025 (unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The "Company" was incorporated on March 27, 2017 (date of inception) under the laws of the State of Nevada, as GPods, Inc. The Company is headquartered in Southern California and offers its services throughout the continental United States and Canada. Nature of business The Company's business is to provide customers with various storage and organization solutions through an assortment of innovative products and unparalleled customer service. The Company offers its products directly to customers including business-to-business customers, through an e-commerce website and/or call center operation. 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 is 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, spices and plant species. Year end The Company's year-end is March 31. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Inventory Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. Revenue recognition The Company recognizes revenue in accordance with the Financial Accounting Standard Board ("FASB") issued Accounting Standards Codification ("ASC") ASC 605, Revenue Reco

financial statements (September 30, 2025 (unaudited)) and basis of presentation

financial statements (September 30, 2025 (unaudited)) and basis of presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results for the three months ended September 30, 2025 are not necessarily indicative of the results for a full fiscal year. These condensed financial statements should be read along with our audited annual financial statements filed on Form 10-K (the "Annual Report") for the period ended March 31, 2025 and notes contained within which was filed with the SEC on or about July 14, 2025. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. As noted above, the Company is in its development stage and, accordingly, has not yet generated sufficient or reoccurring revenues from its operations. Since inception, the Company has been primarily engaged in financing activities and executing its plan of operations. As a result, the Company incurred a net loss from operations for the six-month period ended September 30, 2025 of $ 238,870 . This increased our accumulated deficit to $ 1,835,809 as of September 30,

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