UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

Commission File Number: 50-11050

WOD RETAIL SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		59-2181303
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10233 S Parker Rd

Suite 300

Parker, CO 80134

(Address of principal executive offices)

(877) 581-5789

(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.0001	WODI	Pink OTC Markets

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Larger accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 8, 2020, the Company had 101,075,307 shares of common stock of the registrant outstanding.

WOD RETAIL SOLUTIONS, INC.

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements.	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statement of Operations	5
	Condensed Consolidated Statement of Cash Flows	6
	Statement of Stockholders’ Deficit	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.	Controls and Procedures.	29

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	32
Item 1A.	Risk Factors.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 3.	Defaults Upon Senior Securities.	32
Item 4.	Mine Safety Disclosures.	32
Item 5.	Other Information.	32
Item 6.	Exhibits.	33

Signatures		38

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this Report contains forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. Among the material risks which may impact Forward Looking Statements are the following: the risk that we are unsuccessful in obtaining additional capital through the private sale of common shares, debt and/or convertible debt on commercially reasonable terms and which we require in order to fund the Company’s business; the risk that we are unsuccessful in growing and developing our business, and the risk that our business does not perform to expectations, or does not operate profitably. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks described in this report and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in this Report and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of certain of the risks and factors that may affect the Company's business.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WOD RETAIL SOLUTIONS, INC.

CONDENSED BALANCE SHEETS

(unaudited)

	March 31, 2020			December 31, 2019

ASSETS
CURRENT ASSETS:
Cash	$	245		$	-
Total Current Assets		245			-

OTHER ASSETS:
Equipment		54,000
Rights commitment		500,000			-
Total Assets		554,245			-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	2,704,112		$	3,680,901
Derivative instrument liability		583,668			567,006
Notes payable		100,000			50,000
Convertible notes payable		2,140,818			3,987,818
Total Liabilities		5,528,598			8,285,725
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value; 500,000,000 shares authorized; issued and outstanding 1,103,714 and 1,100,000, respectively		110			110
Common stock, $0.0001 par value; 10,000,000,000 shares authorized; issued and outstanding 101,075,307 and 101,075,307, respectively		10,108			10,108
Additional paid in capital		19,340,952			18,415,563
Deficit accumulated		(24,325,523	)		(26,711,506	)
Total Stockholders’ Deficit		(4,974,353	)		(8,285,725	)
Total Liabilities and Stockholders’ Deficit	$	554,245		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WOD RETAIL SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended March 31,
	2020			2019

REVENUES	$	-		$	-

OPERATING EXPENSES
Consulting services		6,500			30,000
Accounting		58,900			5,000
Wages		80,000			65,000
General and administrative		6,434			2,172
Total Operating Expenses		151,834			102,172

LOSS FROM OPERATIONS		(151,834	)		(102,172	)

OTHER INCOME (EXPENSE):
Debt settlement		2,658,555			-
Derivative income (expense)		(16,662	)		(3,279,705	)
Interest expense – other		(104,076	)		(131,782	)
Total Other Income (Expense)		2,537,817			(3,411,487	)

NET LOSS BEFORE PROVISION FOR INCOME TAXES		2,385,983			(3,513,659	)

Non-controlling interest		-			(190	)
COMPREHENSIVE LOSS BEFORE PROVISION FOR INCOME TAXES		2,385,983			(3,513,849	)
PROVISION FOR INCOME TAX (BENEFIT)		-			-
COMPREHENSIVE GAIN (LOSS)	$	2,385,983		$	(3,513,849	)

Basic and Diluted Per Share Data:
Net Gain (Loss) Per Share – basic	$	.02		$	(26.57	)
Net Gain (Loss) Per Share - Diluted	$	.00			-

Weighted Average Common Shares Outstanding:
Basic		101,075,307			132,219
Diluted		1,577,807,500			-

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WOD RETAIL SOLUTIONS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2020			2019
OPERATING ACTIVITIES
Net gain (loss)	$	2,385,983		$	(3,513,659	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Gain) loss on debt settlement		-			-
Stock issued for accrued interest and penalties		-			-
(Gain) loss on settlement of derivative		-			-
Derivative expenses		16,662			3,279,705
Forgiven debt and accrued interest		(2,658,555	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		153,155			233,954
Net cash used in operating activities		(102,755	)		-

Cash flows provided by financing activities:
Proceeds from convertible debt		53,000			-
Proceeds from notes payable		50,000			-
Net cash provided by financing activities		103,000			-

NET INCREASE IN CASH		245			-
CASH BEGINNING OF PERIOD		-			-
CASH END OF PERIOD	$	245		$	-
SUPPLEMENTAL DISCLOSURES:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid for accrued interest	$	53,337		$	-
Issuance of preferred stock for conversion of accounts payable and accrued liabilities	$	371,389		$	-
Non-cash acquisition	$	554,000		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

STATEMENT OF CHANGES TO STOCKHOLDERS’ DEFICIT

FOR THREE MONTHS ENDED MARCH 31, 2019

(UNAUDITED)

	Preferred Stock				Common Stock				Subscription		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Receivable		Capital		Deficit			Deficit

Balance
December 31, 2018		1,100,000	$	110		132,219	$	13	$	75,000	$	18,017,607	$	(29,879,608	)	$	(11,786,878	)
Net loss for three months ended March 31, 2019														(3,513,850	)		(3,513,850	)
Balance
March 31, 2019		1,100,000		110		132,219		13		75,000		18,017,607		(33,393,458	)		(15,300,728	)

WOD RETAIL SOLUTIONS, INC.

STATEMENT OF CHANGES TO STOCKHOLDERS’ DEFICIT

FOR THREE MONTHS ENDED MARCH 31, 2020

(UNAUDITED)

	Preferred Stock				Common Stock				Subscription		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Receivable		Capital		Deficit			Deficit

Balance
December 31, 2019		1,100,000		110		101,075,307		10,108		-		18,415,563		(26,711,506	)		(8,285,725	)
Paid in capital for purchase agreement												554,000					554,000
Issuance of preferred shares for debt settlement		3,714		-								371,389					371,389
Net loss for three months ended March 31, 2020														2,385,983			2,385,983
Balance
March 31, 2020		1,103,714		110		101,075,307		10,108		-		19,340,952		(24,325,523	)		(4,974,353	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED March 31, 2020

(Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS

WOD Retail Solutions, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a retail focused management company which currently owns several vending kiosks and has an agreement to buy or lease up to $500,000 of additional kiosks and supplies or other intelligent retail solutions for distribution to gym owners and coaches. We will manage the retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services. The Company is in discussions to expand the utilization of these intelligent solutions to other opportunities in hospitality, miscellaneous food distribution and several other opportunities where human interaction can be limited, and the service required still be provided efficiently and profitably. COVID 19 has caused a reassessment of the human interaction and the Company expects exponential growth upon the return to unrestricted business activity in the nation. The stay at home orders have restricted our ability to place the newly purchased kiosks. We expect to place the kiosks within 30 days of the removal of the restrictions and the reopening of our target businesses.

Our ability to complete subsequent phases of our newly developed business plan and operations are subject to us obtaining additional financing as these expenditures will exceed our cash reserves.

Today, we serve the fitness community marketing training products in fitness centers and gyms through automated retail solutions.

Table of Contents

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the Company are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made. The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our annual 10-K filing, filed with the SEC on April 16, 2020.

Going Concern

Since inception, the Company has a cumulative net loss of $24,325,523. The Company currently has only limited working capital with which to continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties. The Company must secure additional working capital through loans, sale of equity securities, or a combination, in order to implement its current business plans. There can be no assurance that such funding will be available in the future, or available on commercially reasonable terms favorable to the Company. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying condensed financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management continued to manage its costs for the Three months ended March 31, 2020 to ensure appropriate funding is on hand for its limited operations.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to intangible assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Table of Contents

Development Costs

Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. For the three months ended March 31, 2019, the Company incurred no development costs. As of March 31, 2020, the Company had no deferred product development costs.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.

ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

The Company does not have any unrecognized tax benefits as of March 31, 2020 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of March 31, 2020 and December 31, 2019.

Cash and Cash Equivalents

Cash includes all highly liquid instruments with an original maturity of three months or less at the date of purchase. At March 31, 2020, the Company had no cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, line of credit payable, loans from a related party, contingent consideration payable, and convertible note payable. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Fair Value Measurement

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. (See Note 7)

Table of Contents

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) and Accounting Standards Codification (“ASC”) Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers (“ASC 340-40”), (collectively, “Topic 606”). On January 1, 2019, the Company adopted Topic 606. ASU 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue as the entity satisfies the performance obligations. The Company implemented ASU 2014-09 for the interim and annual reporting periods of 2019, which resulted in no changes to our financial statements as there is no revenue reported in the years presented.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and improvements are capitalized. The Company depreciates the costs of these assets over their estimated useful lives. When assets are retired or disposed, the asset's original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income. Depreciation and amortization are generally accounted for using the straight-line method over the estimated useful lives of the assets as follows:

Office, protective and demonstration, and computer equipment 4 Years

Manufacturing equipment 10 Years

Leasehold improvements lease term

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable.

Impairment of Long-Lived Intangible Assets

We review our long-lived assets, including intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment, if any, is measured as the excess of the carrying amount over the fair value based on market value (when available) or discounted expected cash flows of those assets, and is recorded in the period in which the determination is made. Intangible assets not subject to amortization are tested annually for impairment and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired

Net Income (Loss) Per Common Share

Basic loss per common share (“EPS”) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable or converted into common stock is not material to effect diluted EPS results. Further, since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented.

Table of Contents

Common Share Non-Monetary Consideration

i. In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which: the counterparty’s performance is complete;

ii. commitment for performance by the counterparty to earn the common shares is reached; or

iii. the common shares are issued if they are fully vested and non-forfeitable at that date.

Stock-Based Compensation

On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty.

Share Purchase Warrants

The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.

Risks and Uncertainties

In December 2019, a novel strain of coronavirus surfaced in China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The governors of New York, California and several other states, as well as mayors on many cities, have ordered their residents to cease traveling to non-essential jobs and to curtail all unnecessary travel, and to stay in their homes as much as possible in the coming weeks, as the nation confronts the escalating coronavirus outbreak, and similar restrictions have been recommended by the federal authorities and authorities in many other states and cities. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the current economic conditions continue, the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.

Recently Issued Accounting Pronouncements

Other than as set forth below, management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

None.

NOTE 4. ACQUISITIONS

In January 2020, the Company purchased three retail sales kiosks formerly used in its expired joint venture with any placement agreements for that equipment with a purchase value of $54,000. The company also agreed assume any leased equipment from WOD Markets LLC that had formerly been part of the equipment used in the joint venture upon placement.

Further, the Agreement requires the Company to purchase or write capital leases for an additional $500,000 of kiosks. The original agreement included the $54,000 as part of a total of $500,000. We have recently agreed that the $500,000 in future purchases will not be reduced by the original $54,000 kiosk purchase.

In consideration of the purchase and sale of the Assets, Purchaser agrees to purchase all products to be sold from the kiosks purchased directly from the Seller for two years after the initial purchase date first written above. All subsequent kiosks purchased will be sold to the purchaser at a fixed price of $18,000 per kiosk. Retail consumer products will be sold to the Purchaser at their wholesale cost plus eight percent (8%) for the term of this agreement. The $54,000 initial purchase price and the agreed $500,000 value of the exclusivity rights for the purchase of consumer products is to be considered paid in capital by the Purchaser.

Table of Contents

NOTE 5. CONVERTIBLE PROMISSORY NOTES

Myers – Line of Credit (LOC)

On or about September 1, 2013, the Company and Sarah Myers, an individual (and, also the President, Chief Operating Officer and Director of the Company) ("Myers") executed that certain Revolving Line of Credit Agreement (the "LOC Agreement") for advances up to a total amount of USD$50,000 for the purposes of providing Company with working capital, as needed from time to time, as set forth in the executed Promissory Note (the "Myers Note") dated on even date therewith, in the original amount of USD $50,000 (collectively referred to as the "Original Myers Agreements"). The Original Myers Agreements were amended a total of five (5) times during the period of 2013 to 2016 to provide additional working capital for the Company, which increased the principal amount to $175,000.

Ninth Amendment to Line of Credit

On May 18, 2016, the Company and Myers executed the Ninth Amendment to the LOC Agreement (the "Ninth Amendment"), pursuant to which the parties mutually agreed to cancel and otherwise terminate the effectiveness of the Original Myers Agreements dated September 1, 2013, as amended, whereby Myers would no longer extend any funds to the Company, pursuant to the terms of the Original Agreements, in exchange for the issuance of an amended and restated convertible redeemable note (the "Amended and Restated Note") in the principal amount of $175,000.00, at ten percent (10%) interest per annum commencing on January 1, 2016 (the "Effective Date"), due and payable to Myers by Company in seven (7) separate equal quarterly payments of Twenty-Fifty Thousand Dollars (USD $25,000), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Note (each a "Maturity Date"), convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein.

The principal amount due on the Myers Note at March 31, 2020 was $149,500. These amounts are unsecured and bear interest at the rate of 10% per annum. The accrued interest under the Myers Note as of March 31, 2020 was $108,735.

Baker Myers Note and Share Cancellation and Exchange Agreement

On May 18, 2016, the WOD Retail Solutions, Inc.(the "Company") Company and Baker Myers and Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, the President, Chief Operating Officer and Director of the Company) executed a Note and Share Cancellation and Exchange Agreement (the "Share Exchange Agreement"), with respect to that certain unsecured Promissory Note (the "Original Baker Myers Note") dated on or about

January 13, 2013, in the original amount of $587,500 (the "Original Amount"), pursuant to which Baker Myers agreed to forego and waive any and all right in, entitlement to or interest in (A) a total of $87,500 in principal, a total of $92,465 in accrued interest, late charges, reimbursable attorneys' fees, reimbursable expenses and any other sums due and payable under the Original Baker Myers Note totaling $179,965 (the "Cancelled Amount") as of the date of execution (the "Effective Date"), any future payments due under the Original Baker Myers Note and all or any other of Baker Myers's rights under the Cancelled Amount of the Original Baker Myers Note, thereby extinguishing and canceling the Cancelled Amount of the Original Baker Myers Note and terminating any and all of Company's obligations thereunder, (B) the Shares (hereinafter also referred to as the "Cancelled Shares") in exchange for the issuance an Option Agreement (the "Option Agreement"), registered in the Baker Myers's name to purchase up to a certain number of membership interests (the "EDM Membership Interest") of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), in an amount totaling one hundred percent (100%) of the ownership interest in EDM (the "Option 1"), (B) the issuance by Company to Baker Myers of a three-year "cashless" common stock purchase warrant (the "Warrant No. BM-1") for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, with certain rights and preferences as set forth in the certificate of designation (the "Certificate of Designation of Series B Preferred), in exchange for the Cancelled Shares, as referenced in the Share Exchange Agreement, and (C) the issuance of an amended and restated convertible redeemable note (the "Redeemable Note") in the aggregate principal face amount of Five Hundred Thousand Dollars (US$500,000), at ten percent (10%) interest per annum commencing on date of execution (the "Effective Date"), due and payable by the Company in eight (8) separate equal quarterly payments of Ninety-Two Thousand Five Hundred Dollars (USD $62,500), plus accrued interest to date, due on the first day of each quarter beginning on the date of the first quarter following the date of execution of this Original Baker Myers Note, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions set forth therein.

Table of Contents

On or about March 14, 2017, the Company and Baker & Myers & Associates LLC, a Nevada limited liability company ("Baker Myers," an entity owned by Sarah Myers, a former Secretary, Treasurer and Director of the Company) executed a Note Cancellation and Extinguishment Agreement (the “Note Cancellation Agreement”), pursuant to which Baker Myers (also herein referred to as “Releasor”) decided to exercise the entire Option Agreement for the acquisition of Elite Data Marketing LLC, a Florida limited liability company (the "EDM"), as set forth in the Share Exchange Agreement, dated May 18, 2016, in which Releasor agreed to forego and waive any and all right in, entitlement to or interest in any principal, interest, late charges, reimbursable attorneys’ fees, reimbursable expenses and any other sums due and payable with respect to a total of Two Hundred Thousand Dollars (US$200,000) of the final two (2) quarterly payments of the Redeemable Note dated May 18, 2016 (the “Cancelled Sum”), and any future payments due under the Cancelled Sum of the Redeemable Note and all or any other of Releasor’s rights under the Cancelled Sum of the Redeemable Note, thereby extinguishing and canceling the Cancelled Sum of the Redeemable Note and terminating any and all of Releasee’s obligations thereunder Cancelled Sum of the Redeemable Note, effective as of March 14, 2017 (the “Effective Date”), in exchange for the assignment and transfer by the Company of any and all of the issued and outstanding membership interests owned and held by Releasee representing a total of One Hundred Percent (100%) of the ownership interest of EDM to Releasor on the Effective Date (the “Cancellation Transaction”), pursuant to the Assignment of Membership Interests (the “Assignment”), attached as Exhibit A to the Note Cancellation Agreement, and including other terms and conditions set forth therein.

The principal amount due on the Baker Myers Note at March 31, 2020 was $300,000. These amounts are unsecured and bear interest at the rate of 10% per annum. The accrued interest under the Baker Myers Note as of March 31, 2020 was $183,833.

JSJ Investments Inc.

On September 11, 2015, the Company issued a 12% Convertible Note (the “JSJ Note”) to JSJ Investments, Inc, (“JSJ”) in the principal amount of $100,000 receiving cash proceeds of $88,000 after payment of related legal and broker fees. The JSJ Note bears interest at the rate of 12% per annum and was due December 11, 2015 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “Derivatives and Hedging”. On the Maturity Date Company recognized a derivative liability of $91,388 based on the Black-Scholes pricing model and recorded a corresponding derivative loss of the same amount. JSJ is entitled to convert all the outstanding and unpaid principal amount of the Note into Common Stock at a 45% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. JSJ converted $14,417 of the principle into common stock after the maturity date and as of December 31, 2015, the balance outstanding on the JSJ Note was $85,583 and, accrued interest was $6,625. On January 28, 2016, JSJ made a formal demand for repayment of the Note payable by February 26, 2016 and has threatened litigation if payment is not tendered. This could be considered an event of default where by JSJ could enforce the Company to redeem all or any portion of the Note so demanded (including all accrued and unpaid interest), in cash, at a price equal to 150% of the outstanding balance, plus accrued Interest and Default Interest and any other amounts then due under this Note. At the time of the filing of this Report, JSJ has converted a total of $21,903 of the principle into shares of the Company’s common stock, resulting in principal balance remaining of $78,097 and accrued interest of $47,234.

Table of Contents

LG Capital Funding, LLC

On September 16, 2015, the Company issued a 6% Convertible Note (the “LG Note”) to LG Capital Funding, LLC (“LG”) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The LG Note bears interest at the rate of 6% per annum and is due September 16, 2016 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “Derivatives and Hedging. Based on the Black-Scholes pricing model, the Company recognized the fair value of the embedded conversion feature of $73,459 as a derivative liability on the date in which the note become convertible on December 16, 2015. The Company recorded a debt discount in the amount of $48,412 and a one-day derivative expense of $25,047 in connection with the initial valuation of the derivative liability, to be amortized utilizing the effective interest method of accretion over the term of the Note. The conversion features of the note are at price equal to 58% of the lowest closing bid price of our common stock for the ten trading days on or prior to the date upon which notice of conversion is received. After the conversion date loan cannot be paid back in cash unless expressly permitted by LG Capital. As of March 31, 2016, the balances outstanding on the LG Note were principle of $42,239, accrued interest was $2,035 and the note discount was $23,845. At the time of the filing of this Report, LG Capital has converted a total of $10,261of the principal and interest of $281 into shares of the Company’s common stock, resulting in principal balance remaining of $42,239 and accrued interest of $12,221.

Adar Bays, LLC

On September 16, 2015, the Company issued a 6% Convertible Note (the “Adar Note”) to Adar Bays, LLC (“Adar”) in the principal amount of $52,500 receiving cash proceeds of $45,000 after payment or related legal and broker fees. The Adar Note bears interest at the rate of 6% per annum and is due September 16, 2016 (the “Maturity Date”). The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. Pursuant to ASC 815, “Derivatives and Hedging. Based on the Black-Scholes pricing model, the Company recognized the fair value of the embedded conversion feature of $73,459 as a derivative liability on the date in which the note become convertible on December 16, 2015. The Company recorded a debt discount in the amount of $48,412 and a one day derivative expense of $25,047 in connection with the initial valuation of the derivative liability, to be amortized utilizing the effective interest method of accretion over the term of the Note. The conversion features of the note are at price equal to 58% of the lowest closing bid price of our common stock for the ten trading days on or prior to the date upon which notice of conversion is received. After the conversion date loan cannot be paid back in cash unless expressly permitted by Adar Bays, LLC. As of March 31, 2016, the balances outstanding on the Adar Note were principle of $14,787, accrued interest was $2,205 and the loan discount was $5,245. At the time of the filing of this Report, Adar has converted a total of $37,713 principle into shares of the Company’s common stock, resulting in principal balance remaining of $14,787 and accrued interest of $5,782.

Table of Contents

Birch First Capital Fund, LLC

Litigation

On August 16, 2013, Birch First Capital Fund, LLC, a Delaware limited liability company, and/or Birch First Capital Management, LLC, as its manager (collectively, “Birch First Capital”) filed a complaint against the Company in the 15th Judicial Circuit of Florida (2013 CA 012838) alleging breach of contract under a Line of Credit Agreement (“LOC”) totaling $151,000. On November 18, 2013, Birch First brought a lawsuit in the 15th Judicial Circuit of Florida against Mr. Charles Cronin and Dr. Earl Beaver (former officers and directors of the Company), naming the Company as a nominal defendant. A motion to dismiss was filed by the Company concerning this derivative lawsuit, which is still currently pending. On July 23, 2015 the Parties finalized the settlement agreements, which lead to the conclusion of Case 2013 CA 012838.

Settlement

On July 23, 2015, the Company and Birch First Capital Fund LLC (“Birch First Capital”), a Delaware limited liability company and Birch First Advisors LLC, a Delaware limited liability company (“Birch Advisors”), executed a Settlement and Stipulation Agreement (the “Settlement Agreement”) dated July 21, 2015, pursuant to which the parties dismissed, with no liability admitted or deemed to be admitted by any party, any and all claims that have been, or could have been, raised in the outstanding litigation between the parties (the “Litigation”).

Table of Contents

On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement, the Company executed an amended and restated convertible debenture (the “Amended and Restated Note”) dated July 21, 2015 in the total amount of $300,000 bearing two percent (2%) interest per annum for a period of two years for the benefit of Birch First Capital. Pursuant to the terms of the Amended and Restated Note, $75,000 of the principal balance would be immediately converted at $0.10 per share for a total of 750,000 shares of the Company’s Common Stock issued within five (5) days from the date of execution of the Settlement Agreement. The remaining $225,000 in principal and interest of the Amended and Restated Note will be convertible on a quarterly basis in the amount of $37,500 into shares of the Company’s Common Stock at a share price equal to the lesser of $0.10 per share, or fifty percent (50%) of the three (3) lowest intraday trading average for the twenty (20) day trading period prior to each conversion date, until paid in full, with accrued and unpaid interested due and payable in the final payment, under certain terms and conditions set forth in the Amended and Restated Note. The Company recognized and expensed non-cash settlement fees aggregating $85,842.

The original note contains an embedded conversion option and is separated from the Note and accounted for as a derivative instrument at fair value and discount to the Note. Using the Black-Scholes option pricing model, the fair market value of the of the of the embedded conversion option at inception was determined to be $472,028 with the following assumptions: risk-free rate of interest of .711%, expected life of 2.0 years, expected stock price volatility of 175.371%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $472,028 exceeded the note and $225,000 was attributed to the note discount and $247,028 to a one-day derivative loss.

The parties agreed to amend certain parts of the Amended and Restated Note. As of December 31, 2015, Birch and the Company had not specified the terms of any such amendment, but, at the mutual agreement of the parties, no shares have been issued pursuant to the Amended and Restated Note.

During 2017, Birch First Capital Fund LLC acquired an additional $1,500,000 of notes from various notes that were already outstanding and their associated accrued interest. Certain other notes were transacted reducing the balance $400,000. The remaining balance on all notes at the time of this filing was $1,098,195 with accrued interest of $573,017.

Birch Advisors, LLC

In 2017, Birch First Advisors LLC assigned its outstanding note and accrued to interest to Birch First Capital Fund and acquired the outstanding note of Properties of Merit. The balance of the current note as of this filing is principle $17,500 and accrued interest of $3,679

Table of Contents

SeaCor Capital LLC – Line of Credit

In conjunction with the Equity Line as discussed in Note 15 below, the Company issued a promissory note to Tarpon Bay Partners for $50,000, due on January 31, 2016, with 10% interest per annum as consideration for transaction costs incurred by Tarpon. The $50,000 of transaction costs will be treated as a note discount under current Generally Accepted Accounting Principles and the discount will be amortized as costs related to equity financing issuances. This Note was sold to SaCor Capital LLC in 2018. At March 31, 2020, the note balance and accrued interest was $50,000 and $23,360, respectively.

Convertible Redeemable Note for Unpaid Invoices

On May 18, 2016, the Company and JMS Law Group PLLC ("JMS") executed a settlement letter (the "Settlement Letter") in which the parties agreed to settle unpaid invoices for services rendered by JMS to the Company in the amount of $20,000, and further agreed to pay JSM a total of $7,500 for continued services to the Company until July 31, 2016.

Pursuant to the terms of the Settlement Letter, the Company issued to JMS a Nine month convertible redeemable note (the "Note") in the principal amount of USD $ 27,500, at a rate of ten percent (10%) per annum commencing on date of issuance , convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other customary and standard terms and conditions set forth therein.

At March 31, 2020, the note balance and accrued interest was $27,500 and $12,383, respectively.

Bravo 20 Partners Notes

In 2017, Bravo 20 Partners LLC acquired $2,200,000 of various outstanding notes and accrued interest. There were no changes to the terms of any of the notes. In October 2019, $100,000 of this note was converted to 100,000,000 common shares as a partial settlement of the debt. In March 2020, the Company and the noteholder agreed to a further partial settlement where the noteholder forgave $1,900,000 of the debt and its accrued interest of $546,055. The principle and interest balances as of this filing were $200,000 and $458,226, respectively.

Table of Contents

Rimlinger Note

On or about January 10, 2017, the Company and Charles Rimlinger, an individual (the former Chief Executive Officer and Director of the Company) (the "Rimlinger") executed a Separation and Settlement Agreement (the “Rimlinger Settlement Agreement”), pursuant to the termination of his service as an officer and director of the Company, in exchange for the issuance of a one year Convertible Redeemable Note (the "Rimlinger Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at March 31, 2020 were $40,000 and $12,900, respectively.

Ricketts Note

On or about January 10, 2017, the Company and Dr. James G. Ricketts, an individual (the former Chairman of the Board and VP of Investor Relations of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the “Ricketts Settlement Agreement”) in which the parties terminated both the Contractor Agreement (“Ricketts Contractor”) dated on or about May 18, 2016, and the Board Member Service Agreement (“Ricketts Board Agreement”) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Ricketts Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at March 31, 2020 were $40,000 and $12,900, respectively. Ricketts returned 500,000 Series B Preferred shares in settlement valued at $2,500,000 recorded as a gain on settlement in the financial statements included in this filing.

Antol Note

On January 10, 2017, the Company and Stephen Antol, an individual (the former Chief Financial Officer, Secretary and Treasurer of the Company) (the "Ricketts") executed a Separation and Settlement Agreement (the “Settlement Agreement”) in which the parties terminated the Contractor Agreement (“Antol Contractor”) dated on or about May 18, 2016, in exchange for the issuance of a one year Convertible Redeemable Note (the "Antol Note") in the principal amount of USD $40,000, at a rate of ten percent (10%) per annum commencing on date of issuance, convertible into shares of the Company's common stock at a conversion price equal to the lesser of $0.01 per share or a a discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein. The Note balance and accrued interest at March 31, 2020 were $40,000 and $12,900, respectively. Antol returned 500,000 Series B Preferred shares in settlement valued at $2,500,000 recorded as a gain on settlement in the financial statements included in this filing.

WOD Note

On August 26, 2016, WOD Markets LLC advanced a total of Forty Thousand Dollars ($40,000) to DEAC for the purposes of funding the completion of DEAC’s audit and required SEC filings, secured by two (2) separately executed Convertible Redeemable Notes (“WOD Notes”). These notes bear no interest and are repayable should the acquisition of WOD Markets LLC fails to be completed within the terms of the amended purchase agreement and subsequent joint venture agreement that terminates if not funded December 31, 2018.

At March 31, 2019, the Note balance and accrued interest were $40,000 and $14,395, respectively.

Table of Contents

Power Up Lending LLC Note

On February 5, 2020, the Company executed a $53,000 12% Convertible Redeemable Note. The Convertible Redeemable Note has buy back provisions on or before sixth months and a conversion feature (incorporated by reference to the Company’s Form 10-K filing dated April 16, 2020, Exhibit 10.99) The principal and interest balance at March 31, 2020 was $53,000 and $799, respectively

NOTE 6. DERIVATIVE INSTRUMENT LIABILITIES

The fair market value of the derivative instruments liabilities at March 31, 2020, was determined to be $583,668 with the following assumptions: (1) risk free interest rate of .05%, (2) remaining contractual life of years .01, (3) expected stock price volatility of 295%, and (4) expected dividend yield of zero. Based upon the change in fair value, the Company has recorded a loss on derivative instruments for the three months ended March 31, 2020 of $583,668 and a corresponding increase in the derivative instruments’ liability.

The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date.

NOTE 7. FAIR VALUE MEASUREMENT

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company's financial instruments consisted of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders and convertible debt. The estimated fair value of cash, prepaid expense, deposit, accounts payable and accrued liabilities, line of credit, loan from stockholders approximates its carrying amount due to the short maturity of these instruments. The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model, which the Company’s classifies as a level three of the fair value measurement hierarchy.

Table of Contents

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the valuation hierarchy.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2019.

		Level 1				Level 2				Level 3				Total
Derivative Liabilities		$	-			$	-			$	567,006			$	567,006

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2020.

		Level 1				Level 2				Level 3				Total
Derivative Liabilities		$	-			$	-			$	583,668			$	583,668

As of March 31, 2020, the Company had a derivative liability amount of $583,668 which was classified as a Level 3 financial instrument.

NOTE 8. EQUITY INCENTIVE PLAN

Effective October 15, 2015, the Company adopted the Equity Incentive Plan (the “Plan”) whereby the Company may issue common stock, not to exceed 25,000,000 shares of common stock of the Company (the “ Stock Award ” or “ Stock Awards ”), or grant options to acquire common stock of the Company (the “ Option ” or “ Options ”), (the “ Stock ”), which may be in the form of Stock Awards, or “incentive stock options” (“ ISOs ”) intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “ Code ”), or “non-qualified stock options” (“ NQSOs ”).

Pursuant to the Plan, the exercise price of stock awards or options granted under the plan which are designated as NQSO’s shall not be less than 85% of the fair market value of the stock subject to the Option on the date of grant, and not less than 65% of the fair market value of the stock subject to the Stock Award on the date of grant. To the extent required by applicable laws, rules and regulations, the exercise price of a NQSO granted to any person who owns, directly or by attribution of stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary (a “Ten Percent Stockholder”) shall in no event be less than 110% of the fair market value of the stock covered by the Stock Award or Option at the time the Stock Award or Option is granted.

The fair market value is defined as the closing price of such stock on the date before the date the value is to be determined on the principal recognized securities exchange or recognized securities market on which such stock is reported. If selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date before the date the value is to be determined (or if there are no quoted prices for such date, then for the last preceding business day on which there were quoted prices). If there is no established market for the stock, the fair market value will be determined in good faith by the Administer. The Administer will either be the Board of Directors or an Administer appointed by the Board of Directors. We do not have outstanding stock awards or options to purchase shares of our common stock under the Plan at March 31, 2020.

Table of Contents

NOTE 9. STOCKHOLDERS’ DEFICIT

Authorized

The Company is authorized to issue 500,000,000 shares of preferred stock, having a par value of $0.0001 per share, and 10,000,000,000 shares of common stock, having a par value of $0.0001 per share.

Baker Myers Warrant Transfer – Voting Trust

On March 14, 2017, Baker Myers executed that certain Voting Trust Agreement, of which the Company approved, in which Baker Myers agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the “Warrant”) for the right to purchase a total of 3,000,000 shares of Series B Preferred Stock, owned and held by Baker Myers, to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 30,000 of Series B Preferred Stock, and 2,970,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Baker Myers, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Birch First Warrant Transfer – Voting Trust

On March 14, 2017, Birch First Capital Investments LLC (f/k/a Birch First Capital Fund LLC), a Delaware limited liability company (“Birch First Capital”) executed that certain Voting Trust Agreement, of which the Company approved, in which Birch First Capital agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the “Warrant”) for the right to purchase a total of 4,000,000 shares of Series B Preferred Stock, owned and held by Birch First Capital to the Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously exercised and converted by the Company and Voting Trustee into a total of 40,000 shares Series B Preferred Stock, and 3,960,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Birch First Capital, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Ricketts and Antol Stock Transfer – Voting Trust

On or about March 14, 2017, Dr. James G. Ricketts, and Stephen Antol (each a Stockholder) executed a Voting Trust Agreement, which the Company approved in advance, in which each of the Stockholder, jointly and severally, agreed to each deposit with the Voting Trustee a total of 500,000 shares of Series B Preferred Stock (for a total of 1,000,000 shares), owned and held by each of them as Stockholders, as referenced in the execution of two (2) separate assignments, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be converted by the Company and Voting Trustee into a total of 5,000 shares of Series B Preferred Stock each (for total of 10,000 shares), and 495,000 shares of Common Stock each (for a total totaling 990,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance with the terms of the Voting Trust Agreement (as described more fully herein).

Voting Trust - Change of Control

The deposit of the Series B Preferred Stock on March 14, 2017 from Ricketts and Antol into the Voting Trust creates a change of control with the Trustee having voting rights of 1,100,000,000 shares as a class pursuant to the preferences in the Series B Preferred Stock designation. This also makes the Voting Trust a related party.

All Voting Trust’s remain in effect as of this filing.

Table of Contents

Issued and Outstanding

Preferred Stock

At March 31, 2020, the Company there is 1,103,714 shares of preferred stock outstanding.

During the three months ended March 31, 2020, the Company authorized the issuance of 3,714 Series C Convertible Preferred Shares. The shares will be issued in May 2020 because of the Covid-19 delays causing the State of Florida to delay the posting of the amendment including the designation for this stock.

Common Stock

At March 31, 2020, the Company has 101,075,307 shares of common stock issued and outstanding.

During the three months ended March 31, 2020, the Company issued 0 shares of common stock.

Warrants Issued for Services

As of March 31, 2020, the Company had no outstanding warrants.

NOTE 10. Joint Venture

On or about March 14, 2017, the Company WOD Holdings Inc., a Delaware corporation (“WODH”) executed a Joint Venture Agreement (the “Joint Venture Agreement”) pursuant to Exhibit I of the Amendment No. 2 to the Definitive Agreement (the “Amendment No. 2”), whereby the parties agreed to form a Joint Venture (the “Joint Venture”) to further develop and manage the current business of WOD Market LLC, a Colorado limited liability company, as a provider of intelligent retail solutions for gym owners and coaches, including the management of retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services. This Joint Venture Agreement began immediately upon signing on March 14, 2017.

Under the terms of the Joint Venture, the initial ownership interest of WOD was 20% owned by the Company, with the remaining 80% owned WODH, with the option of Company to provide additional capital contributions to WOD in increments of not less than $10,000 up to a total of $8 million dollars in the aggregate, which included an equity exchange of up to a total of 800 units (80%) of WOD owned initially by WODH to the Company for a total of approximately 199,000 shares of Series B Preferred Stock and approximately 18,801,000 shares of Common Stock of the Company (the “Shares”) to be issued to WODH upon the completion of a final closing on or before December 31, 2018, under the terms set forth in Amendment No. 2. The Joint Venture terminates at the earlier of the completion of the final closing equity exchange or December 31, 2018, whichever occurs first. The Joint Venture has been extended through December 31, 2019.

Until a minimum of at least $4 million in additional capital contributions have been made by the Company to WOD, resulting in a controlling ownership interest of not less than 60% of WOD by the Company, all the Shares of Company stock earmarked for the equity exchange with WODH are being held in a Voting Trust (as defined elsewhere in this filing), along with other key shareholder positions. The Voting Trust was organized, in order to recapitalize the Company post a 1:3000 reverse split (which was previously approved), pending effectiveness after the Company becomes a current and fully-reporting public company. This agreement expired December 31, 2019 and was not renewed. In January 2020, the Company purchased certain assets of the joint venture.

Table of Contents

Contractor Agreements

On or about March 14, 2017, the Company and Brenton Mix, an individual (and, also the Chairman, Chief Executive Officer, President and Chief Financial Officer of the Company) (“Mix”) executed a Contractor Agreement (the "Mix Agreement") to formalize the engagement Mix (pursuant to his original appointment dated January 10, 2017) for his continued services to the Company and for such other services, as deemed necessary by the Board of Directors, from time to time, for a period of three (3) years from the date of execution, and renewal for two (2) successive one (1) year terms unless terminated early. The Company agreed to compensate Mix in the form of (a) a total of $10,000 per month for the first year, $12,500 per month for the second year, $15,000 per month for the third year, and $20,000 per month for subsequent terms, payable in cash or converted into restricted common stock of the Company, at Mix’s discretion, pursuant to the Company's Stock Option Plan then in effect, and (b) the right to participate in future stock options then in effect, including other terms and conditions set forth therein.

On or about March 14, 2017, the Company and Richard Phillips, an individual (and, also the Secretary, Treasurer and Director of the Company) (“Phillips”) executed a Contractor Agreement (the "Phillips Agreement") to formalize the engagement Phillips (pursuant to his original appointment dated January 10, 2107 and further appointment on March 14, 2017) for his continued services to the Company and for such other services, as deemed necessary by the Board of Directors, from time to time, for a period of two (2) years from the date of execution, and renewal for three (3) successive one (1) year terms unless terminated early. The Company agreed to compensate Phillips in the form of (a) a total of $1,250 per month for the first Nine months of the first year, $2,500 per month for the second Nine months of the first year, $5,000 per month for the second year and for subsequent terms, payable in cash or converted into restricted common stock of the Company, at Phillips’s discretion, pursuant to the Company's Stock Option Plan then in effect, and (b) the right to participate in future stock options then in effect, including other terms and conditions set forth therein.

NOTE 11. VOTING TRUST

Amendment No. 4 to the Definitive Agreement

On or about June 7, 2019, the Company, WOD MARKET LLC, a Colorado limited liability company (“WOD”), and WOD Holdings Inc., a Delaware corporation (“WODH”) executed amendment No. 4 to the definitive agreement (the “Definitive Amendment No. 4”), pursuant to which the parties agreed to the following amended terms:

1. Amendments; Extensions. The date of the Final Closing shall be amended to reflect a one (1) year period extension to December 31, 2019 (the “Extended Closing Date”), including, but not limited to, applicable amendments to certain provisions set forth in the Original Agreement and the prior Amendments which may be effected by this Amendment, thus extending the compliance of such provisions to the Extended Closing Date, with any and all other terms of the Original Agreement and the prior Amendments remaining in full force and effect.

The Definitive Amendment No. 4 contained other terms and conditions and customary provisions not referenced in the above description.

The foregoing description of the Definitive Amendment No. 4 is qualified in its entirety by reference to the Definitive Amendment No. 4 filed as Exhibit 10.99 to this report and incorporated herein by reference.

Amendment No. 2 to Joint Venture Agreement to Exhibit I of Amendment No. 4 to the Definitive Agreement

On or about June 7, 2019, the Company and WOD Holdings Inc., a Delaware corporation (“WODH”) executed amendment No. 2 to the Joint Venture Agreement (the “JV Amendment No. 2”), pursuant to which the parties agreed to the following amended terms:

Table of Contents

The JV Amendment No. 2 contained other terms and conditions and customary provisions not referenced in the above description.

The foregoing description of the JV Amendment No. 2 is qualified in its entirety by reference to the JV Amendment No. 2 filed as Exhibit 10.100 to this report and incorporated herein by reference.

Line of Credit –$8,000,000 – Loan Agreement Exhibit A to Amendment No. 2 to the Joint Venture Agreement

On or about June 7, 2019, the Company (the “Lender”) and WOD Market LLC, a Colorado limited liability company (the “Borrower”) executed amendment No. 2 to Loan Agreement (the “Loan Amendment No. 2”), pursuant to which the parties agreed to the following amended terms:

	1.	Amendment to Section 1 of the Loan Agreement. Pursuant to Section 1 of the Original Loan Agreement, the Due Date is hereby amended to reflect a one (1) year period extension to December 31, 2019:

	2.	Amendment to Section (b) of the Convertible Promissory Note. Pursuant to Section (b) of the Convertible Promissory Note, the Due Date is hereby amended to reflect a one (1) year period extension to December 31, 2019:

The Loan Amendment No. 2 contained other terms and conditions and customary provisions not referenced in the above description.

The foregoing description of the Loan Amendment No. 2 is qualified in its entirety by reference to the Loan Amendment No. 2 filed as Exhibit 10.101 to this report and incorporated herein by reference.

Amendment No. 2 to Voting Trust Agreement

On or about June 7, 2019, the Company and Eliers Law Group, P.A., a Florida corporation (the “Voting Trustee”) executed Amendment No. 2 to the Voting Trust Agreement (the “Trust Amendment No. 2”), pursuant to which the parties agreed to the following amended terms:

Amendment to Section 10 of the Original Trust Agreement. Pursuant to Section 10(b), the term of the Original Trust Agreement is hereby amended to reflect a one (1) year period extension to December 31, 2019:

The Trust Amendment No. 2 contained other terms and conditions and customary provisions not referenced in the above description.

The foregoing description of the Trust Amendment No. 2 is qualified in its entirety by reference to the Trust Amendment No. 2 filed as Exhibit 10.102 to this report and incorporated herein by reference.

NOTE 12. SUBSEQUENT EVENT

12% Convertible Redeemable Note between WOD Retail Solutions, Inc. and Power Up Lending LLC dated April 8, 2020 (included by reference to this Form 10-Q, Exhibit 10.108).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis is intended to provide additional information regarding the significant changes and trends which influenced our financial performance for the three-month period ended March 31, 2020. This discussion should be read in conjunction with the unaudited financial statements and notes as set forth in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report. Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Quarterly Report.

Company’s Approach to Management’s Discussion of Financial Condition and Results of Operations

In our discussion, we aim to provide: 1) a narrative explanation of our financial statements that enables investors to see the company through the eyes of our management; 2) an enhancement of the overall financial disclosure with provided context with which the financial information should be analyzed; and 3) information about the quality of, and potential variability of, our earnings and cash flow so investors can ascertain the likelihood that past performance is indicative of future performance. In our overall presentation, we aim to focus on the material, analysis, key performance measures and known material trends and uncertainness of the Company, disclosure regarding liquidity and capital resources, and disclosure regarding critical accounting estimates. As part of our overall presentation, we strive to present the most material information as the most prominent and avoid unnecessary duplicative disclosures that can tend to overwhelm our readers and act as an obstacle to identifying material matters.

Current Operations

Today, the Company is a retail focused management company which owns currently a 20% minority interest of WOD, under a joint venture agreement with WODH to provide intelligent retail solutions for gym owners and coaches, including the management of retail sales, up front inventory purchases, ongoing inventory management, payments, marketing, and related services.

Table of Contents

Plan of Operations

Separately, the Company intends to expand its operations in 2020 increasing marketing of intelligent retail solutions for gym owners and coaches through the acquisition and placement of additional kiosks.

The Company serves the fitness community by allowing coaches and trainers to focus on what’s important while athletes have access to the products they need to perform at their highest level. Our aim is to relieve gym owners and coaches of the burden of managing retail sales including upfront inventory purchases, ongoing inventory management, payments, marketing, etc. while also providing a service for members to have convenient access to products that help them perform better. We intend to forge a mutually beneficial relationship with each gym, customer and vendor to ensure the best possible experience. The

Requirements and Utilization of Funds

To implement our business plan, we will need to continue to raise working capital in an amount of at least $2,000,000 over the twelve-month period beginning in the first quarter of 2019 on terms and conditions to be determined. Management may elect to seek subsequent interim or “bridge” financing in the form of debt as may be necessary.

At this time, management is unable to determine the specific amounts and terms of such future financings, or whether or not we will be successful in raising such funds on a basis acceptable to us.

To date, management has not identified the source for such additional capital, and whether the Company will be able to raise sufficient capital, and do so on commercially reasonable terms, is uncertain. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing, we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

Going Concern

In their report for our 2019 Form 10-K, our auditors have issued a “going concern” opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated enough revenues and no substantial revenues are anticipated in the near-term. Accordingly, we must seek to raise working capital from sources other than from the sale of our products through debt and equity financing facilities.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles (“GAAP”) in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in NOTE 3, Summary of Significant Accounting Policies to the Financial Statements contained in Item 1 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Table of Contents

Results from Operations

Our operating results for the three months ended March 31, 2019 compared to the three months ended March 31, 2020 are as follows:

	Three Months Ended March 31,
	2019		2020
Revenues	$	-	$	-
Operating and other expenses		102,172		151,834
Net operating loss	$	102,172	$	151,834

Operating Expenses

Our operating expenses for the three months ended March 31, 2019 compared to the three months ended March 31, 2020 are as follows:

	Three Months Ended March 31,
	2019		2020
Consulting services	$	30,000	$	6,500
Accounting		5,000		58,900
Wages		65,000		80,000
General and administrative expenses		2,172		6,434
Total Operating Expenses	$	102,172	$	151,834

The increase in operating expenses from 2019 to 2020 is primarily due to the Company’s employment contracts with its officers. The increase of $49,662 is mainly comprised of an increase in wages $15,000 because of contractual increases and accounting fees of $53,900 from keeping the company current in its regulatory filings. The remainder was an increase in general and administrative expense.

Our operating results for the three months ended March 31, 2019 compared to the three months ended March 31, 2020 are as follows:

	Three Months Ended March 31,
	2019		2020
Revenues	$	-	$	-
Operating and other (income) expenses		3,513,850		(2,385,983	)
Net operating (income) loss	$	3,513,850	$	(2,385,983	)

The increase in net operations loss is primarily due to fair value increase of $16,662 and a debt settlement gain of $2,658,555.

Table of Contents

Liquidity and Capital Resources

As of March 31, 2020 and December 31, 2019, the Company had cash on hand of $245 and $0, respectively. The Company had a change in cash flow of $245 for three months ended March 31, 2020 resulted primarily from the operations of the Company’s activities in general operations.

As of March 31, 2020, we had cash of $245 and our working capital deficit was $5,528,353. As of March 31, 2020, we generated revenues of $0 and a net gain of $2,385,983 as compared to March 31, 2019 revenues of $0 and a net loss of $3,513,849. The net loss for the current period of measurement is mainly comprised of revaluation of derivatives. As of March 31, 2020, we have a cumulative net loss of $24,325,523. We are illiquid and need cash infusions from investors and/or current shareholders to deploy our current business plan.

The Company expects significant capital expenditures during the next 12 months, contingent upon raising additional capital. We anticipate that we will need $2,000,000 for operations for the next 12 months, and $5,000,000 for our overall development. This capital will be needed for continued development of the Company’s automotive platforms and gaming expansion.

The source of such capital is uncertain, and there is no assurance that the Company will be successful in obtaining such capital on commercially reasonable terms, or at all. We have a working capital deficit and will need cash infusions from investors and/or current shareholders to deploy our current business plan.

To implement our business plan, we will need to continue to raise working capital in the form of equity in an amount up to $2,000,000 over the twelve-month period ending December 31, 2020 on terms and conditions to be determined. If we were unable to raise any funds from the sale of equity, management may elect to seek subsequent interim or “bridge” financing in the form of debt as may be necessary.

At this time, management is unable to determine the specific amounts and terms of such future financings, or whether or not we will be successful in raising such funds on a basis acceptable to us.

The source of such capital is uncertain, and there is no assurance that the Company will be successful in obtaining such capital on commercially reasonable terms, or at all. We are illiquid and need cash infusions from investors and/or current shareholders to deploy our current business plan.

	Three Months Ended March 31,
	2019		2020
Net cash provided by (used in) operating activities	$	-	$	(102,755	)

Net cash (used in) investing activities		-		-
Net cash provided by financing activities		-		103,000
Net (decrease) increase in cash	$	-		245

Cash Flows - Operating Activities

Cash provided by financing activities in the period ended March 31, 2020 is $103,000.

Table of Contents

Going Concern Uncertainties

Management believes that our current financial condition, liquidity and capital resources will not satisfy our cash requirements for the next twelve months to deploy our current business plan, and as such we will need to either raise additional proceeds and/or our officers and/or directors will need to make additional financial commitments to our Company, neither of which is guaranteed. We plan to satisfy our future cash requirements, primarily the working capital required to execute on our current business and fund our necessary operating expenses, through financial commitments from future debt and equity financings, if and when possible. Management believes that we may generate more revenue within the next 12 months, but that these revenues will not satisfy our cash requirements to implement our current business plan, including, but not limited to, project acquisitions, engineering, and integration costs, and other operating expenses and corporate overhead, which is subject to change depending upon pending business opportunities and available financing.

We have no committed source for funds as of this date. No representation is made that any funds will be available when needed. In the event that funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve revenue, and could fail to satisfy our future cash requirements as a result of these uncertainties.

It will be necessary to raise working capital funds through equity and/or debt financing facilities, which are extremely difficult for an early stage company to secure and may not be available to us or on a basis favorable to us. However, if such debt financing is available, we would likely have to pay additional costs associated with high-risk loans and be subject to above market interest rates.

The Company and has a cumulative net loss of $39,539,862 at March 31, 2020. We currently have only limited working capital with which continue its operating activities. The amount of capital required to sustain operations is subject to future events and uncertainties, but the Company anticipates it will need to obtain approximately $2,000,000 in additional working capital in the form of debt or equity in order to cover our current expenses over the next 12 months and continue to implement our business plan. Whether such capital will be obtainable, or obtainable on commercially reasonable terms is at this date uncertain. These circumstances raise substantial doubt about the Company's ability to continue as a going concern.

Capital Expenditures

We have not incurred any material capital expenditures.

Off-Balance Sheet Arrangements

During the three months ended March 31, 2020, we did not engage in any off-balance sheet arrangements set forth in Item 303(a)(4) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

The Company’s internal control over financial reporting is a process designed 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. Management is responsible for establishing and maintaining adequate controls over financial reporting and bases such evaluations on criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) updated 2013.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Act) that are designed to ensure that required information is recorded, processed, summarized and reported within the required time frame, as specified in rules set forth by the Securities and Exchange Commission. Based upon that evaluation and the material weakness described below, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2020.

Table of Contents

In connection with the preparation of our financial statements for the three months ended March 31, 2020, we did not maintain effective controls over financial statement disclosure. Specifically, we maintain that we did not have formal documented policies and procedures in place to support our fair value measurements of certain equity transactions in a suitable presentation for subsequent and timely review. Accordingly, management has determined that this control deficiency constitutes a material weakness. As part of fulfilling its responsibility, management is working to establish an accounting and financial reporting process for determining the fair value measurements and disclosures presentable on a quarterly basis that allows for timely decisions in the application and determination of the appropriate accounting treatment pursuant to generally accepted accounting principles.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a 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 limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

In the fiscal quarter ended March 31, 2020, there has been a change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a15(f) and 15d15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

·	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The company has been notified of a summons from the Superior Court of Maricopa County, Arizona relating to a promissory note for $50,000 plus certain amounts of interest supposedly made to the Company in 2013. The Company finds no merit in the claim and expects to defend the suit vigorously. There has been no contact in more than two years related to this suit.

ITEM 1A. RISK FACTORS.

Smaller reporting companies are not required to provide disclosure pursuant to this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Subsequent to our year ended December 31, 2019, the Company issued the following additional shares of common stock in connection with the convertible notes for the three months ended March 31, 2020:

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

Table of Contents

ITEM 6. EXHIBITS

Those exhibits marked with an asterisk (*) refer to exhibits filed herewith. The other exhibits are incorporated herein by reference, as indicated in the following list.

Exhibit Number		Description of Exhibit
3.2		Amended Note dated July 22, 2016 by and between WOD Retail Solutions, Inc. and POM (incorporated by reference to the Company’s 8-K filed on July 28, 2016)
3.7		Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s 8-K filed November 11, 2015 as Exhibit A of the Company’s Definitive 14C filed on September 23, 2015)
3.8		Amended and Restated Bylaws (incorporated by reference to the Company’s 8-K filed November 11, 2015 as Exhibit B of the Company’s Definitive 14C filed on September 23, 2015)
3.9		2015 Equity Incentive Plan (incorporated by reference to the Company’s 8-K filed November 11, 2015 as Exhibit C of the Company’s Definitive 14C filed on September 23, 2015)
3.10		Material Modification to Rights of Securities Holders in the form of a 1;1000 reverse split of the common stock of Elite Data Services Inc. (incorporated by reference to the Company’s 8-K Exhibit 10.84 filed September 2, 2016)
4.01		Resignation of Anton & Chia, LLP (“A&C”) as the Company’s independent registered accountant (incorporated by reference to the Company’s 8-K filed on January 23, 2017)
10.01		Asset Purchase Agreement between WOD Retail Solutions, Inc. and Baker Myers & Associates, LLC dated January 13, 2014. (incorporated by reference to the Company's 8-K dated January 13, 2014)
10.02		Asset Purchase Agreement between WOD Retail Solutions, Inc. and Baker Myers & Associates, LLC dated January 15, 2014 (incorporated by reference to the Company’s 8-K dated January 15, 2014)
10.30		Asset Purchase Agreement between WOD Retail Solutions, Inc .and Baker Myers & Associates, LLC dated January 13, 2014 (incorporated by reference to the Company’s 8-K filed January 17, 2014)
10.33		Promissory Note in the principal amount of $13,500 between WOD Retail Solutions, Inc. and Steven Frye dated April 15, 2014 (incorporated by reference to the Company’s 10-Q for the period ended March 31, 2014)
10.36		Investor Relations Consulting Agreement between WOD Retail Solutions, Inc. and Erastar, Inc. (incorporated by reference to the Company’s 8-K dated December 11, 2014)

Table of Contents

10.38		Note Purchase Agreement between WOD Retail Solutions, Inc. and Iconic Holdings, LLC dated March 16, 2015 (incorporated by reference to the Company’s 10-K Exhibit 10.39 for the period ended December 31, 2014, filed April 15, 2015)
10.39		Convertible Promissory Note between WOD Retail Solutions, Inc. and Iconic Holdings, LLC dated March 16, 2015 (incorporated by reference to the Company’s 10-K for the period ended December 31, 2014, filed April 15, 2015)
10.40		Convertible Promissory Note between WOD Retail Solutions, Inc. and Iconic Holdings, LLC dated March 16, 2015 (incorporated by reference to the Company’s 10-K for the period ended December 31, 2014, filed April 15, 2015)
10.41		Addendum #1 to the Promissory Note between WOD Retail Solutions, Inc. and Steven Frye dated April 15, 2014 (incorporated by reference to the Company’s 10-K for the period ended December 31, 2014, filed April 15, 2015)
10.42		Securities Purchase Agreement between WOD Retail Solutions, Inc .and H y H Investments, S.A. dated April 4, 2015 (incorporated by reference to the Company’s 8-K dated April 9, 2015)
10.43		Promissory Note between WOD Retail Solutions, Inc. and H y H Investments (incorporated by reference to the Company’s 8-K dated April 9, 2015)
10.44		Addendum #5 to the Revolving Line of Credit Agreement between WOD Retail Solutions, Inc. and Sarah Myers dated March 31, 2015 (incorporated by reference to the Company’s 10-Q as Exhibit 10.44 for the period ended March 31, 2015 as filed May 20, 2015)
10.45		12% Convertible Note between WOD Retail Solutions, Inc. and JSJ Investments, Inc. dated September 11, 2015 (incorporated by reference to the Company’s 8-K dated September 15, 2015)
10.46		6% Convertible Redeemable Note dated September 11, 2015 between WOD Retail Solutions, Inc .and LG Capital Funding, LLC (incorporated by reference to the Company’s 8-K dated September 15, 2015)
10.47		Securities Purchase Agreement dated September 11, 2015 between WOD Retail Solutions, Inc. and LG Capital Funding, LLC (incorporated by reference to the Company’s 8-K dated September 15, 2015)
10.48		6% Convertible Redeemable Note dated September 16, 2015 between WOD Retail Solutions, Inc. and LG Capital Funding, LLC (incorporated by reference to the Company’s 8-K/A dated July 6, 2015)
10.49		Securities Purchase Agreement dated September 16, 2015 between WOD Retail Solutions, Inc. and LG Capital Funding, LLC (incorporated by reference to the Company’s 8-K/A dated July 6, 2015)
10.50		6% Convertible Redeemable Note dated September 16, 2015 between WOD Retail Solutions, Inc. and Adar Bays, LLC (incorporated by reference to the Company’s 8-K/A dated July 6, 2015)
10.51		Securities Purchase Agreement dated September 16, 2015 between WOD Retail Solutions, Inc. and Adar Bays, LLC (incorporated by reference to the Company’s 8-K/A dated July 6, 2015

Table of Contents

10.52		Equity Purchase Agreement between WOD Retail Solutions, Inc. and Tarpon Bay Partners, LLC dated July 14, 2015 (incorporated by reference to the Company's 8-K dated July 20, 2015)
10.53		Registration Rights Agreement between WOD Retail Solutions, Inc. and Tarpon Bay Partners, LLC dated July 14, 2015 (incorporated by reference to the Company's 8-K dated July 20, 2015)
10.54		$50,000 Promissory Note between WOD Retail Solutions, Inc. and Tarpon Bay Partners, LLC dated July 14, 2015 (incorporated by reference to the Company's 10-Q for period ended March 31, 2015)
10.55		12% Convertible Note between WOD Retail Solutions, Inc. and EMA Financial, LLC dated July 14, 2015 (incorporated by reference to the Company's 8-K dated July 20, 2015)
10.56		Securities Purchase Agreement between WOD Retail Solutions, Inc. and EMA Financial, LLC dated July 14, 2015 (incorporated by reference to the Company's 8-K dated July 20, 2015)
10.57		Settlement and Stipulation Agreement dated July 21, 2015 by and between WOD Retail Solutions, Inc. and Birch First Capital Fund, LLC and Birch First Advisors, LLC (incorporated by reference to the Company's 8-K dated July 27, 2015)
10.58		Amended and Restated Note dated July 21, 2015 by and between WOD Retail Solutions, Inc. and Birch First Capital Fund, LLC (incorporated by reference to the Company's 8-K dated July 27, 2015)
10.59		Consulting and Advisory Agreement and New Note dated July 21, 2015 by and between WOD Retail Solutions, Inc. and Birch First Advisors, LLC (incorporated by reference to the Company's 8-K dated July 27, 2015)
10.61		Separation and Settlement Agreement with Complete Release of all Claims dated September 15, 2015 between WOD Retail Solutions, Inc. and Steven Frye (incorporated by reference as Exhibit 10.52 to the Registrant’s 8-K/A filed July 6, 2015)
10.62		Addendum 2 to the Promissory Note dated September 15, 2015 between WOD Retail Solutions, Inc. and Steven Frye (incorporated by reference as Exhibit 10.53 to the Company’s 8-K/A filed July 6, 2015)
10.63		Amended Securities Purchase Agreement between WOD Retail Solutions, Inc. and H y H Investments, S.A. dated March 31, 2015 (incorporated by reference to the Company’s 10-Q for the quarter ended March 31, 2015 filed on August 19, 2015)
10.64		Amended Promissory Note between WOD Retail Solutions, Inc. and H y H Investments, S.A. dated March 31, 2015 (incorporated by reference to the Company’s 10-Q as Exhibit 10.64 for the quarter ended March 31, 2015 filed on August 19, 2015)
10.66		Strategic Vendor Placement Agreement by and between the Company and Lands End Resort dated May 15, 2015 (incorporated by reference to the Company’s 10-Q for the period ended March 31, 2015 filed November 23, 2015)
10.67		Consulting Contract between WOD Retail Solutions, Inc. and Darryl Gomillion dated July 7, 2015 (incorporated by reference to the Company’s 10-Q for the period ended March 31, 2015 filed November 23, 2015)
10.68		Second Amendment to Securities Purchase Agreement between WOD Retail Solutions, Inc. and H y H Investments dated November 20, 2015 (incorporated by reference to the Company’s 10-Q for the period ended March 31, 2015 filed November 23, 2015)
10.69		Note and Share Cancellation and Exchange Agreement dated May 18, 2016 by and between WOD Retail Solutions, Inc. and Baker Myers & Associates, LLC, including the Option Agreement and Warrant Agreement referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.70		Nineth Amendment to the Line of Credit Agreement dated May 18, 2016 by and between WOD Retail Solutions, Inc. and Sarah Myers, including the Amended and Restated Note referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)

Table of Contents

10.71		First Amendment Agreement dated May 18, 2016 by and between WOD Retail Solutions, Inc. and Birch First Capital Fund LLC and Birch First Advisors LLC, including the Amended and Restated Redeemable Note No. 1, Warrant No. 1, Amended and Restated Redeemable Note No. 2, Warrant No. 2, and Note Assignment referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016).
10.72		Independent Contractor Agreement dated May 18, 2016 by and between WOD Retail Solutions, Inc. and Dr. James G. Ricketts, including the Subscription Agreement, Services Agreement and Indemnification Agreement referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.73		Independent Contractor Agreement dated May 18, 2016 by and between WOD Retail Solutions, Inc. and Stephen Antol, including the Subscription Agreement, and Indemnification Agreement referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.74		Settlement Letter dated May 18, 2016 by and between WOD Retail Solutions, Inc. and JMS Law Group PLLC, including the Convertible Redeemable Note referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.75		Third Amendment to the Securities Purchase Agreement dated May 20, 2016 by and between WOD Retail Solutions, Inc. and H Y H Investments, S.A., including the Joint Venture Agreement, and Amended and Restated Redeemable Note referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.76		Assignment of Ownership Interest dated May 20, 2016 by and between WOD Retail Solutions, Inc. and Elite Data Marketing LLC (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.77		Definitive Agreement dated May 20, 2016 by and between WOD Retail Solutions, Inc. and Properties of Merit Inc., including the Convertible Redeemable Note referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.78		Termination Agreement dated May 20, 2016 by and between WOD Retail Solutions, Inc. and Tarpon Bay Partners LLC, including the Amended Tarpon Note referenced by exhibits therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.79		Certificate of Designation of Series B Convertible Preferred Stock dated May 17, 2016 filed with the Secretary of State of the State of Florida (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.80		Articles of Organization of Elite Gaming Ventures, LLC dated May 16, 2016 filed with the Secretary of State of the State of Florida, including the Operating Agreement referenced by exhibit therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.81		Articles of Organization of Elite Data Marketing, LLC dated May 16, 2016 filed with the Secretary of State of the State of Florida, including the Operating Agreement referenced by exhibit therein (incorporated by reference to the Company’s 8-K filed May 24, 2016)
10.82		Termination Agreement and Amended Note dated July 22, 2016 by and between WOD Retail Solutions, Inc. and Properties of Merit Inc. (incorporated by reference to the Company’s 8-K filed July 28, 2016)
10.83		Letter of Intent dated July 22, 2016 by and between WOD Retail Solutions, Inc. and WOD Market LLC (incorporated by reference to the Company’s 8-K filed July 28, 2016)
10.84		Definitive Agreement dated August 26, 2016 by and between WOD Retail Solutions, Inc. and WOD Market LLC (incorporated by reference to the Company’s 8-K filed September 2, 2016).
10.85		Separation and Settlement Agreement and Convertible Redeemable Note dated January 10, 2017 by and between WOD Retail Solutions, Inc. and Charles Rimlinger (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.86		Separation and Settlement Agreement and Convertible Redeemable Note dated January 10, 2017 by and between WOD Retail Solutions, Inc. and Dr. James G. Ricketts (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.87		Separation and Settlement Agreement and Convertible Redeemable Note dated January 10, 2017 by and between WOD Retail Solutions, Inc .and Stephen Antol (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.88		Board Member Services Agreement dated January 10, 2017 by and between WOD Retail Solutions, Inc. and Brenton Mix (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.89		Board Member Services Agreement dated January 10, 2017 by and between WOD Retail Solutions, Inc. and Richard Phillips (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.90		Amendment No. 1 to the Definitive Agreement dated January 10, 2017 by and between WOD Retail Solutions, Inc. and WOD Market LLC (incorporated by reference to the Company’s 8-K dated January 12, 2017).
10.91		Note Cancellation and Extinguishment Agreement dated March 14, 2017 by and between WOD Retail Solutions, Inc .and Baker & Myers & Associates LLC. (incorporated by reference to the Company’s 8-K dated March 20, 2017)
10.93		Amendment No. 2 to the Definitive Agreement dated March 14, 2017 by and between WOD Retail Solutions, Inc .and WOD Market LLC and WOD Holdings Inc. (incorporated by reference to the Company’s 8-K dated March 20, 2017).
10.94		Joint Venture Agreement dated March 14, 2017 by and between Elite Data Services, Inc., and WOD Holdings Inc. (incorporated by reference to the Company’s 8-K dated March 20, 2017).
10.95		Contractor Agreement dated March 14, 2017 by and between WOD Retail Solutions, Inc. and Brenton Mix (incorporated by reference to the Company’s 8-K dated March 20, 2017).
10.96		Contractor Agreement dated March 14, 2017 by and between WOD Retail Solutions, Inc. and Richard Phillips (incorporated by reference to the Company’s 8-K dated March 20, 2017).
10.97		Voting Trust Agreement dated March 14, 2017 by and between WOD Retail Solutions, Inc. and WOD Holdings Inc., Dr. James G. Ricketts, individually, Stephen Antol, individually, Birch First Capital Investments LLC f/k/a Birch First Capital Fund LLC, and Baker & Myers & Associates LLC, and Eilers Law Group, PA (incorporated by reference to the Company’s 8-K dated March 20, 2017).

Table of Contents

10.98		Def 14C Information Statement changing the name of the corporation, increasing the authorized common and preferred shares and the pre-approval of up 1:10,000 reverse split. (incorporated by reference to the Company’s Definitive 14C filing dated August 29, 2017).
10.99		Amendment #4 to the Definitive Agreement between WOD Retail Solutions, Inc. and WOD Holdings, Inc. extending the term of the Definitive Agreement through December 31, 2019 and other customary terms and conditions (incorporated by reference to the Company’s Form 10-Q, filed June 11, 2019.)
10.100		Amendment #2 to the Joint Venture Agreement between WOD Retail Solutions, Inc. and WOD Holdings, Inc extending the term of the Joint Venture Agreement through December 31, 2019 and other customary terms and conditions (incorporated by reference to the Company’s Form 10-Q, filed June 11, 2019.)
10.101		Amendment #2 to the Joint Venture Agreement between WOD Retail Solutions, Inc. and WOD Holdings, Inc Exhibit A extending the term of the Joint Venture Agreements Loan Agreement through December 31, 2019 and other customary terms and conditions (incorporated by reference to the Company’s Form 10-Q, filed June 11, 2019.)
10.102		Amendment #2 to the Voting Trust Agreement between WOD Retail Solutions, Inc. and Eilers Law Group, P.A. extending the term of the Voting Trust Agreement through December 31, 2019 and other customary terms and conditions (incorporated by reference to the Company’s Form 10-Q, filed June 11, 2019.)
10.103		12% Convertible Redeemable Note between WOD Retail Solutions, Inc. and Power Up Lending LLC dated February 5, 2020 (incorporated by reference to the Company’s Form 10-K filed April 16, 2020).
10.104		8% Promissory Note between WOD Retail Solutions, Inc. and Sau Lau dated February 10, 2020 (incorporated by reference to the Company’s Form 10-K, filed April 16, 2020).
10.105		Asset Purchase Agreement between WOD Retail Solutions, Inc. and WOD Markets LLC dated January 16, 2020 (incorporated by reference to the Company’s Form 8-K Exhibit 10.01 filed January 17, 2020).
10.106		Settlement and General Release Agreements (2) dated March 27, 2020 between WOD Retail Solutions, Inc. and two contract debtors dated March 31, 2020 (incorporated by reference to the Company’s Form-10 Exhibit 10.102 filed April 16, 2020).
10.107		Settlement and General Release Agreement dated March 27, 2020 between WOD Retail Solutions, Inc. and Bravo 20 Partners LLC dated March 31, 2020 (incorporated by reference to the Company’s Form-10 Exhibit 10.103 as filed April 16, 2020).
10.108		12% Convertible Redeemable Note between WOD Retail Solutions, Inc. and Power Up Lending LLC dated April 8, 2020 (as attached)
21.1		List of Subsidiaries
101***		Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2020 furnished in XBRL).
31.1**		Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2**		Certification of the registrant's Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1**		Certification of the Company's Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

____________

** In accordance with SEC Release 33-8238, Exhibits 31.1, 31.2 and 32.1 are being furnished and not filed.

*** In accordance with Rule 406T of Regulation S-T, this information is deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WOD RETAIL SOLUTIONS, INC.

Date: May 8, 2020	By:	/s/ Brenton Mix
		Brenton Mix
		Chief Executive Officer, Chief Financial Officer and Director

WOD Retail Solutions, Inc. 10-Q