SEC – ‘UPLOAD’ from 8/29/18 re: Gpods, Inc. – ‘TEXT-EXTRACT’

On:  Wednesday, 8/29/18, at 4:31pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  11/2/18   ·   Accession #:  0-18-26935

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     35K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      3±    15K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                             August 29, 2018

Robert Dolan                                                                    
Chief Executive Officer                                                         
GPODS, INC.                                                                     
1308 Oak Avenue                                                                 
Carlsbad, CA 92008                                                              

Re: GPODS, INC.                                                   
Registration Statement on Form S-1                        
Filed August 2, 2018                                      
File No. 333-226515                                       

Dear Mr. Dolan:                                                                 

 We have reviewed your registration statement and have the following
comments. In                                                                    
some of our comments, we may ask you to provide us with information so we may   
better                                                                          
understand your disclosure.                                                     

   Please respond to this letter by amending your registration statement
and providing the                                                               
requested information. If you do not believe our comments apply to your facts   
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us why 
in your                                                                         
response.                                                                       

  After reviewing any amendment to your registration statement and the
information you                                                                 
provide in response to these comments, we may have additional comments.         

Form S-1 filed August 2, 2018                                                   

General, page i                                                                 

1.     Please revise the plan of distribution section to disclose that offering 
will be at a fixed                                                              
price.                                                            
2.     Please revise your registration statement to consistently disclose the   
status of your                                                                  
      business operations. In this regard, we note on page 6 you disclose that
you are a designer                                                              
and manufacturer of self-contained growing units and on page 7 you
disclose how your                                                               
  grow units will be designed, which implies that you have not started
manufacturing any                                                               
grow units.                                                       
Robert Dolan                                                                  
FirstName LastNameRobert Dolan                                                  
GPODS, INC.                                                                     
Comapany NameGPODS, INC.                                                        
August 29, 2018                                                                 
August 29, 2018 Page 2                                                          
Page 2                                                                          
FirstName LastName                                                              
Prospectus Summary, page 7                                                      

3.       We note your disclosure that you intend to produce fresh tomatoes,     
peppers, and other                                                              
    vegetables grown in New York City, Los Angeles, or Chicago. Please
revise your                                                                     
  disclosure to discuss in more detail this planned aspect of your
business. Please make                                                           
       corresponding revisions to the disclosure in the Business section and
the Business                                                                    
Objectives section.                                           
4.       Please provide substantiation for your statement that the GPod unit    
has an annual                                                                   
 production capability of four times that of traditional outdoor
growing methods.                                                                
Risk Factors                                                                    
GPD has virtually no financial resources, page 11                               

5.       We note your statement, "We currently spend between $10,000 and        
$15,000 per month on                                                            
     operational expenses not directly related to this Offering." Please
revise to provide                                                               
specifics regarding such operational expenses.                
Business, page 35                                                               

6.       Please revise to discuss the competitive business conditions in your   
industry, including                                                             
 your competitive position in the industry and how you intend to
compete. See Item                                                               
101(h)(iv) of Regulation S-K.                                 
7.       Please revise to discuss the sources and availability of raw materials 
you intend to utilize                                                           
       to manufacture your grow units. See Item 101(h)(v) of Regulation S-K.
Business Objectives, page 38                                                    

8.       Please revise your disclosure regarding the phases you intend to take  
to provide specific                                                             
      time frames. In this regard, we note it is not clear when Phase Four
will be implemented                                                             
based on your disclosure that it will take place in Q5.       
Plan of Distribution , page 47                                                  

9.       We note your disclosure on page 48 that funds in the escrow account    
will be released to                                                             
     Gpods, Inc. as they are received and cleared. Please reconcile such
disclosure with your                                                            
     disclosure on the cover page and in the prospectus summary that the
subscribed funds will                                                           
       be held in the escrow account pending the completion of the offering.
Index to Financial Statements, page F-1                                         

10.      Please amend your filing to provide updated interim financial          
statements pursuant to Rule                                                     
8-08 of Regulation S-X.                                       
Robert Dolan                                                                  
GPODS, INC.                                                                     
August 29, 2018                                                                 
Page 3                                                                          
Item 16. Exhibits, page II-3                                                    

11.      Please file a copy of asset purchase agreement between GPods and Mr.   
Dolan as an                                                                     
       exhibit to your registration statement. See Item 601(b)(10)(ii)(B) of
Regulation S-K.                                                                 
     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

  You may contact Tracey McKoy (Staff Accountant) at 202-551-3772 or
Terence O'Brien                                                                 
(Accounting Branch Chief) at 202-551-3355 if you have questions regarding       
comments on the                                                                 
financial statements and related matters. Please contact Frank Pigott (Staff    
Attorney) at 202-                                                               
551-3570 or Asia Timmons-Pierce (Special Counsel) at 202-551-3754 with any      
other questions.                                                                

                                                      Sincerely,
FirstName LastNameRobert Dolan                                                  
                                                       Division of
Corporation Finance                                                             
Comapany NameGPODS, INC.                                                        
                                                     Office of
Manufacturing and                                                               
August 29, 2018 Page 3                                        Construction      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/2/18		CORRESP,  UPLOAD
Filed on:		8/29/18		UPLOAD
		8/2/18		S-1,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/02/18  Gpods, Inc.                       S-1                   11:2.6M                                   Action Edgar Fil… Svc/FA