UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Earliest Event Reported:

~~Date~~March ~~of Earliest Event Reported: January 17~~6, 2020

WOD Retail Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

000-11050

(Commission File Number)

59-2181303

(IRS Employer Identification No.)

~~600~~10233 ~~17th~~South StParker ~~#2800~~Rd

~~Denver,~~Suite ~~CO 80202~~300

Parker, CO 80134

(Address of principal executive offices)

(~~720~~888) ~~240~~481-~~9378~~6161

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ~~Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)~~

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))~~

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))~~

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future. We caution readers that any forward-looking statements are not guarantees of future performance and that actual results could differ materially from those contained or implied in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the terms and conditions of the agreement described herein. In some cases, you may identify forward-looking statements by words such as “may,” “should,” “plan,” “intend,” “potential,” “continue,” “believe,” “expect,” “predict,” “anticipate” and “estimate,” the negative of these words or other comparable words. These statements are only predictions. One should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside the Company’s control, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made. The forward-looking statements are based on the Company’s beliefs, assumptions and expectations about the Company’s future performance and the future performance of the entity being acquired, taking into account information currently available to the Company. These beliefs, assumptions and expectations can change as a result of many possible events or factors, including those events and factors described in “Risk Factors” in the Company’s Annual Report on Form 10-K, and the Company’s recent Quarterly Reports, filed with the SEC, not all of which are known to the Company. The Company will update this forward-looking information only to the extent required under applicable securities laws. Neither the Company nor any other person assumes responsibility for the accuracy or completeness of these forward-looking statements.

Item 8.01 Other Events

The Company has a new mailing address and phone number and is updating two websites for customer information and public company/stockholder information as represented on the front cover of this filing. The Company is actively seeking office space for its expected growth. The Company is also actively seeking agreements for non-toxic investment to fuel the growth.

The Company has been made aware of third party(ies) issuing promotional material by OTC Markets Group, Inc. The Company has not been contacted by any third party in reference to the promotional material being disseminated by or through them. The Company also does not know the source of the information in the promotional material. Any information about the Company and its plans will be distributed via press releases or Form 8-K filings with the Securities and Exchange Commission or both. Information from third party sources relative to the Company should not be relied on for any investment or stock trading purpose.

~~Item 1.01 Entry into a Material Definitive Agreement.~~SIGNATURE

OnPursuant ~~January 16, 2020, WOD Retail Solutions, Inc. entered into an asset purchase agreement with WOD Market LLC~~ to ~~purchase~~the uprequirements ~~to $500,000~~ of ~~retail~~the ~~kiosks~~Securities inExchange ~~furtherance~~Act of ~~their~~1934, ~~existing~~the ~~business~~Registrant ~~plans. The initial purchase of three kiosks valued at $54,000~~ has ~~been~~duly ~~completed.~~caused ~~The~~this ~~placement~~report ofto ~~these~~be ~~units~~signed ~~will~~on beits ~~conclude~~behalf ~~during~~by the ~~first~~undersigned ~~quarter~~hereunto ofduly ~~2020~~authorized.

The agreement also stipulates that WOD Retail Solutions, Inc. will purchase all retail consumer goods to be sold in the purchased kiosks exclusively from WOD Markets, Inc. at wholesale cost plus eight percent for two years from January 17, 2020.

	WOD RETAIL SOLUTIONS, INC.

Dated: March 6, 2020	By:	/s/ Brenton Mix
		Brenton Mix
		Chief Executive Officer

~~Item 9.01 Financials Statements and Exhibits.~~3

Those exhibits marked with an asterisk (*) refer to exhibits filed herewith.

ExhibitNumber		Description
10.1*		Asset Purchase Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WOD RETAIL SOLUTIONS, INC.
Dated: January 17, 2020	By:	/s/ Brenton Mix
		Brenton Mix
		Chief Executive Officer

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