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 period ended March 31, 2019

 

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.)

 

600 17th St #2800

Denver, CO 80202

(Address of principal executive offices)

 

(702) 240-9378

(Issuer's telephone number)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

 

Larger accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

Emerging growth company

¨

 

 

 

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. ¨

 

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 October 10, 2019, the Company had 132,219 shares of common stock of the registrant outstanding.

 

 
 
 
 

  WOD RETAIL SOLUTIONS, INC.

Quarterly Report on Form 10-Q for the period ended March 31, 2019

 

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.

27

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

31

 

Item 4.

Controls and Procedures.

31

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings.

33

 

Item 1A.

Risk Factors.

33

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

33

 

Item 3.

Defaults Upon Senior Securities.

33

 

Item 4.

Submission of Matters to a Vote of Security Holders.

33

 

Item 5.

Other Information.

33

 

Item 6.

Exhibits.

34

 

Signatures

 

39

 

 
2
 
 

 

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.

 

 
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PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

WOD RETAIL SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

  

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$ -

 

 

$ -

 

Total Current Assets

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

 

WOD membership

 

 

19,924

 

 

 

20,114

 

Total Assets

 

 

19,924

 

 

 

20,114

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 3,153,072

 

 

$ 2,919,117

 

Derivative instrument liability

 

 

6,994,685

 

 

 

3,714,980

 

Convertible notes payable

 

 

5,172,895

 

 

 

5,172,895

 

Total Liabilities

 

 

15,320,652

 

 

 

11,806,992

 

STOCKHOLDERS’ DEFICIT:

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 500,000,000 shares  authorized; issued and outstanding   1,100,000

 

 

110

 

 

 

110

 

Common stock, $0.0001 par value; 10,000,000,000 shares authorized; issued  and outstanding 132,219 and  132,219, respectively

 

 

13

 

 

 

13

 

Subscription stock not issued

 

 

75,000

 

 

 

75,000

 

Additional paid in capital

 

 

18,017,607

 

 

 

18,017,607

 

Deficit accumulated

 

 

(33,393,458 )

 

 

(29,879,608 )

Total Stockholders’ Deficit

 

 

(15,300,728 )

 

 

(11,786,878 )

Total Liabilities and Stockholders’ Deficit

 

$ 19,924

 

 

$ 20,114

 

 

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

 

 
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WOD RETAIL SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) 

  

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

REVENUES

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Consulting services

 

 

30,000

 

 

 

30,000

 

Accounting

 

 

5,000

 

 

 

-

 

Wages

 

 

65,000

 

 

 

41,750

 

General and administrative

 

 

2,172

 

 

 

6,435

 

Total Operating Expenses

 

 

102,172

 

 

 

78,185

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(102,172 )

 

 

(78,185 )

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

Amortization debt discount

 

 

-

 

 

 

(41,780 )

Derivative income (expense)

 

 

(3,279,705 )

 

 

24,162,342

 

Interest expense – other

 

 

(131,782 )

 

 

(141,782 )

Total Other Income (Expense)

 

 

(3,411,487 )

 

 

23,978,780

 

 

 

 

 

 

 

 

 

 

NET GAIN (LOSS) BEFORE PROVISION FOR INCOME TAXES

 

 

(3,513,659 )

 

 

23,900,595

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

(190 )

 

 

(1,331 )

COMPREHENSIVE GAIN (LOSS) BEFORE PROVISION FOR INCOME TAXES

 

 

(3,513,849 )

 

 

23,899,264

 

PROVISION FOR INCOME TAX (BENEFIT)

 

 

-

 

 

 

-

 

COMPREHENSIVE GAIN (LOSS)

 

$ (3,513,849 )

 

$ 23,899,264

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Per Share Data:

 

 

 

 

 

 

 

 

Net Loss Per Share - basic and diluted

 

$ (26.57 )

 

$ 261.35

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

132,219

 

 

 

91,442

 

 

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

 

 
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WOD RETAIL SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net gain (loss)

 

$

(3,513,659

)

 

$ 23,900,595

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

(Gain) loss on debt settlement

 

 

-

 

 

 

-

 

Stock issued for accrued interest and penalties

 

 

-

 

 

 

931

 

(Gain) loss on settlement of derivative

 

 

-

 

 

 

-

 

Derivative expenses

 

 

3,279,705

 

 

 

(24,162,342 )

Amortization debt discount

 

 

-

 

 

 

41,780

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

233,954

 

 

 

219,036

 

Net cash used in operating activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

-

 

 

 

-

 

CASH BEGINNING OF PERIOD

 

 

-

 

 

 

-

 

CASH END OF PERIOD

 

$ -

 

 

$ -

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

Income taxes paid

 

$ -

 

 

$ -

 

Interest paid

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 Issuance of common stock for conversion of debt

 

$ -

 

 

$ 1,447

 

 

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

 

 
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WOD RETAIL SOLUTIONS, INC.

STATEMENT OFCHANGES TO STOCKHOLDERS’ DEFICIT

FOR THREE MONTHS ENDED MARCH 31, 2018

(UNAUDITED)

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Subscription

 

 

Additional
Paid-in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

Capital

 

 

Deficit

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2017

 

 

1,100,000

 

 

$ 110

 

 

 

205,450,287

 

 

$ 20,545

 

 

$ 75,000

 

 

$ 17,990,747

 

 

$ (53,676,593 )

 

$ (35,590,191 )

Stock issued for accrued interest and convertible debt

 

 

 

 

 

 

 

 

 

 

188,025,000

 

 

 

18,803

 

 

 

 

 

 

 

(12,475 )

 

 

 

 

 

 

6,328

 

Net gain for three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,899,263

 

 

 

23,899,263

 

Balance March 31, 2018

 

 

1,100,000

 

 

 

110

 

 

 

393,495,287

 

 

 

39,348

 

 

 

75,000

 

 

 

17,978,272

 

 

 

(29,777,330 )

 

 

(11,684,600 )

 

WOD RETAIL SOLUTIONS, INC.

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 )

 

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

 

 
7
 
 

 

WOD RETAIL SOLUTIONS, INC. 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED March 31, 2019

(Unaudited)

 

NOTE 1. DESCRIPTION OF BUSINESS

 

WOD Retail Solutions, Inc. F/K/A Elite Data Services, Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a retail focused management company which currently owns a 20% minority interest of WOD Market LLC, a Colorado limited liability company, 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. Under a joint venture agreement dated March 14, 2017, the Company co-operates WOD with WOD Holdings Inc. (“WODH”), a Delaware corporation majority owned by Brenton Mix, our Chief Executive Officer, and Taryn Watson, a related party.

 

Prior to March 14, 2017, the Company was a technology driven management company which owned and operated online marketing and gaming businesses: Elite Data Marketing LLC, and Elite Gaming Ventures LLC, from 2013 and 2014, respectively.

 

On March 14, 2017, Company executed a note cancellation agreement and assignment with Baker & Myers & Associates LLC which resulted in Elite Data Marketing LLC no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company.

 

On March 14, 2017, Company executed a joint venture termination agreement with H Y H Investments S.A. which resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note executed on May 18, 2016 at the time the Joint Venture was formed.

 

In September 2018 the Company changed its name to WOD Retail Solutions, Inc. and completed a 1:3,000 reverse split.

 

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.

 

 
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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 May 31, 2019.

 

Going Concern

 

Since inception, the Company has a cumulative net loss of $33,393,458. 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 consolidated 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 Nine months ended March 31, 2018 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.

 

 
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Reclassifications

 

Certain reclassifications have been made in Statement of Operations for the year 2018 to the period ended March 31, 2019. These reclassifications impacted the classification of certain items within the Statement of Operations: relating to net gain per share and the weighted average shares because of a 1:3,000 reverse split that occurred in September 2018. The reclassifications had no impact on previously reported total operating expenses, net loss, or stockholders' deficit.

 

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, 2019, 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, 2019 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, 2019 and December 31, 2018.

 

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, 2019, 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.

 

 
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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.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.

 

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

 

 
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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.

 

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. 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.

 

 
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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, 2019 was $149,500. These amounts are unsecured and bear interest at the rate of 12% per annum. The accrued interest under the Myers Note as of March 31, 2019 was $93,785.

 

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

 

 
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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, 2019 was $300,000. These amounts are unsecured and bear interest at the rate of 12% per annum. The accrued interest under the Baker Myers Note as of March 31, 2019 was $153,833.

 

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 $37,862.

 

 
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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 $9,687.

 

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 $4,895.

 

 
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EMA Financial, LLC

 

On July 14, 2015, (the "Note Issuance Date"), the Company entered into a Securities Purchase Agreement (the "SPA") with EMA Financial, LLC ("EMA"), whereby EMA agreed to invest $156,500 (the "Note Purchase Price") in our Company in exchange for a convertible promissory note (the "Note"). The Company netted cash proceeds $135,000 after brokerage and legal fees aggregating $21,500 was disbursed at closing. Additionally, the Company issued to EMA 100,000 shares of Common Stock of the Company as a loan fee. Pursuant to the SPA, on July 14, 2015, we issued a convertible promissory note (the "Note") to EMA, in the original principal amount of $156,500 (the "Note Purchase Price"), which bears interest at 12% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is July 14, 2016 (the " Maturity Date"). EMA may extend the Note Maturity Date by providing written notice at least five days before the Note Maturity Date. However, EMA may only extend the Note Maturity Date for up to an additional one-year period. Any amount of principal or interest that is due under the Note, which is not paid by the Note Maturity Date, will bear interest at the rate of 24% per annum until it is paid (the "Note Default Interest"). The Note is convertible by EMA into shares of our common stock at any time on the date which is Nine (6) months following the Issue Date ("Prepayment Termination Date"). At any time before the Prepayment Termination Date, the Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to EMA of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. The conversion price is the lower of: i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the closing date, and (ii) 60% of the lowest sale price for the Common Stock on the Principal Market during the 20 consecutive Trading Days immediately preceding the Conversion Date. EMA does not have the right to convert the Note into Common Stock if such conversion would result in EMA's beneficial ownership exceeding 4.9% of our outstanding Common Stock at that time. At the time of the filing of this Report, EMA has converted a total of $21,423 of principle into shares of the Company’s common stock, resulting in a principle balance remaining of $135,077 and accrued interest of $63,600.

 

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”).

 

 
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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 $1,400,000 with accrued interest of $540,322.

 

Birch Advisors, LLC

 

On July 23, 2015, pursuant to the terms and conditions of the Settlement Agreement referenced herein, the Company executed a new Consulting and Advisory Agreement (the “Agreement”) dated July 21, 2015 with Birch Advisors, LLC (“Consultant”) for a period of twenty-four (24) months to commence upon the execution date of the signed Agreement, payable in the form of a convertible debenture (“New Note”) in the amount of $300,000 at two percent (2%) interest per annum for a period of two years. Pursuant to the Agreement, Consultant shall be paid $37,500 each quarter in the form of a reduction of the outstanding principal balance of the New Note, convertible into shares of the Company’s Common Stock at a share price equal to the lesser of $0.10 per share or a twenty-five (25%) discount 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 interest due and payable in the final payment.

 

The Consultant will perform advisory and consultation services to the Company, including, but not limited to, assisting Company’s management with general corporate operations, business development strategies, marketing and business plans, SEC compliance and advising the Company on other ad-hoc matters as appropriate. The parties agreed that either the Company has the right to terminate the Agreement earlier for non-performance by the Consultant. The Agreement also contains other customary and standard provisions. The convertible note liability will be recorded as the quarterly benchmarks are reached.

 

 
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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 $84,267 with the following assumptions: risk-free rate of interest of .711%, expected life of 1.69 years, expected stock price volatility of 170.599%, and expected dividend yield of zero. The initial carrying value of the embedded conversion option was $84,267 and exceeded the note and $72,267 was attributed to the note discount and $12,000 was recorded one day derivative loss.

 

The parties agreed to amend certain parts of the New Note that would mutually benefit each party. As of December 31, 2015 the Consultant and the Company had not specified the terms of any such amendment, but, at the request of the Consultant, no shares have been issued pursuant to the New Note. Birch completed the services during the Nine months for the period ended December 31, 2015, and the parties have mutually agreed to not issue the shares payable at this time. The Note payable is accrued by quarter since it depends on the services being performed.

 

First Amendment to Settlement Agreement

 

On May 18, 2016, the Company and Birch First Capital Fund LLC ("Birch First Capital") and Birch First Advisors LLC ("Birch Advisors") executed the First Amendment to the Settlement Agreement (the "First Amendment"), pursuant to which the parties mutually agreed to amend and restate the amended and restated convertible debenture (the "Original Amended Note") in the original amount of USD $300,000 (the "Original Amended Note Amount"), the convertible debenture (the "Original New Note") in the original amount of USD $300,000 (the "Original New Note Amount") and the original consulting agreement (the "Original Consulting Agreement") dated on or about July 23, 2015, to reflect the following: (a) the execution of an Amended and Restated Convertible Redeemable Note (the "Amended and Restated Redeemable Note No.1") in the principal amount of USD $400,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, 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, (b) the issuance by Company to Birch First Capital a three-year "cashless" stock purchase warrant (the "Warrant No.1") for the right to purchase a total of 4,000,000 shares of Series B preferred Stock of the Company (the "Preferred Warrant Shares"), at a purchase price of $0.001 per share, on the terms and conditions set forth therein, (c) the execution of an Amended and Restated Convertible Redeemable Note (the "Amended and Restated Redeemable Note No. 2") in the principal amount of USD $300,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, 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, (d) the execution of an Amended and Restated Consulting Agreement (the "Amended and Restated Consulting Agreement") on the terms and conditions set forth therein, including, but not limited to, for a period of twenty-four (24) months, with consideration payable to Birch Advisors and/or its assigns in cash in the amount of Ten Thousand Dollars ($10,000.00) per month, including, any and all payments set forth Amended and Restated Redeemable Note No.2, and the issuance by the Company to Birch First Advisors and/or assigns a three-year "cashless" stock purchase warrant (the "Warrant No.2") for the right to purchase up to 1,000,000 shares of common stock of the Company (the "Common Warrant Shares") each month a strike price of $0.001 per share (the "Exercise Price"), and (e) the acceptance by the Company of the execution of the Assignment of Amended and Restated Redeemable Note No.2 (hereinafter referred to as the "Assigned Note") between Birch Advisors and Birch First Capital, in which Birch Advisors agreed to assign the ownership interest of Assigned Note to Birch First Capital, on the terms and conditions set forth therein, of which the Company was not a party, however, provided consent at the request of Birch Advisors and Birch First Capital Fund.

 

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 $1,930.

 

 
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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, 2019, the note balance and accrued interest was $50,000 and $18,360, 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, 2019, the note balance and accrued interest was $27,500 and $9,633, 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. The principle and interest balances as of this filing were $2,200,000 and $789,281, respectively.

 

JSM Capital Note

 

In 2017, JSM Capital acquired $500,000 of various notes and accrued interest. There were no changes to the terms of any of the notes. The principle and interest balances as of this filing were $500,000 and $177,921, respectively.

 

 
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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, 2019 were $40,000 and $8,900, 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, 2019 were $40,000 and $8,900, 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, 2019 were $40,000 and $8,900, 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 $10,395, respectively.

 

 
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NOTE 5. DERIVATIVE INSTRUMENT LIABILITIES

 

The fair market value of the derivative instruments liabilities at March 31, 2019, was determined to be $6,994,685with the following assumptions: (1) risk free interest rate of 2.433%, (2) remaining contractual life of years .01, (3) expected stock price volatility of 895%, 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, 2019 of $3,279,705 and a corresponding increase in the derivative instruments liability.

 

The entire amount of derivative instrument liabilities are 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 6. 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.

 

 
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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, 2018.

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative Liabilities

 

$ -

 

 

$ -

 

 

$ 3,714,980

 

 

$ 3,714,980

 

 

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

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative Liabilities

 

$ -

 

 

$ -

 

 

$ 6,944,685

 

 

$ 6,944,685

 

 

As of March 31, 2019, the Company had a derivative liability amount of $6,944,685 which was classified as a Level 3 financial instrument.

 

NOTE 7. 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, 2019.

 

 
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NOTE 8. 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.

 

 
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Issued and Outstanding

 

Preferred Stock

 

At March 31, 2019, the Company there is 1,100,000 shares of preferred stock outstanding.

 

Common Stock

 

At March 31, 2019, the Company has 132,219 shares of common stock issued and outstanding.

 

During the three months ended March 31, 2019, the Company issued 0 shares of common stock.

 

Warrants Issued for Services

 

As of March 31, 2019, the Company had no outstanding warrants.

 

NOTE 9. 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.

 

 
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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.

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 14, 2017, the Company accepted the resignation of Sarah Myers as the Secretary and Treasurer of the Company, effective immediately. Concurrently, on March 14, 2017, the Company appointed Richard Phillips as Secretary and Treasurer of the Company, in addition to his current position as a member of the Board of Directors of the Company. There was no disagreement between Ms. Myers and the Company.

 

NOTE 10. SUBSEQUENT EVENT

 

SUBSEQUENT EVENT DISCLOSURE

 

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:

 

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.

 

 
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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:

 

 

1. 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.

 

 
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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 and Nine month periods ended March 31, 2018. 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.

 

 
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Plan of Operations

 

Separately, the Company intends to expand its operations in 2019 increasing marketing of  intelligent retail solutions for gym owners and coaches through the completion of the acquisition of WOD, which the Company currently owns a minority interest stake of 20% as of August 26, 2016, with 100% ownership interest anticipated to be completed 2019.

 

WOD 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. WOD aims 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. WOD intends 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 2018 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.

 

 
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Results from Operations

 

Our operating results for the three months ended March 31, 2018 compared to the three months ended March 31, 2019 are as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Revenues

 

$ -

 

 

$ -

 

Operating and other expenses (income)

 

 

(102,172 )

 

 

(78,185 )

Net operating loss (income)

 

$ (102,172 )

 

$ (78,185 )

  

Operating Expenses         

 

Our operating expenses for the three months ended March 31, 2018 compared to the three months ended March 31, 2019 are as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Consulting services

 

$ 30,000

 

 

$ 30,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting

 

 

5,000

 

 

 

-

 

Wages

 

 

65,000

 

 

 

41,750

 

General and administrative expenses

 

 

2,172

 

 

 

6,435

 

Total Operating Expenses

 

$ 102,172

 

 

$ 78,185

 

  

The increase in operating expenses from 2018 to 2019 is primarily due to the Company’s employment contracts with its officers. The increase of $23,887 is mainly comprised of an increase in wages $23,250 because of contractual increases and accounting fees of $5,000 from bringing the company current in its regulatory filings. The remainder was a reduction in general and administrative expense.

 

Our operating results for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 are as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

Revenues

 

$ -

 

 

$ -

 

Operating and other expenses (income)

 

 

(3,513,659 )

 

 

23,899,264

 

Net operating loss (income)

 

$ (3,513,659 )

 

$ 23,899,264

 

  

The increase in net operations loss is primarily due to fair value decrease of $27,400,267.

 

 
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Liquidity and Capital Resources

 

As of March 31, 2019 and December 31, 2018, the Company had cash on hand of $0 and $0, respectively. The Company had no change in cash flow of $0 for three months ended March 31, 2019 resulted primarily from the operations of the Company’s activities in general operations.

 

As of March 31, 2019, we had cash of $0 and our working capital deficit was $15,300,728. As of March 31, 2019, we generated revenues of $0 and a net loss of 3,513,849 as compared to March 31, 2018 revenues of $0 and a net gain of $23,899,264. The net loss for the current period of measurement is mainly comprised of revaluation of derivatives. As of March 31, 2019, we have a cumulative net loss of $33,393,458. 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, 2018 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

 

 

2018

 

Net cash used in operating activities

 

$ -

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

Net decrease increase in cash

 

$ -

 

 

 

-

 

 

Cash Flows - Operating Activities

 

Cash provided by financing activities in the period ended March 31, 2019 is $0.

 

 
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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 $33,393,458 at March 31, 2019. 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, 2019, 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, 2019.

 

 
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In connection with the preparation of our financial statements for the three and Nine months ended March 31, 2018, 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, 2019, 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.

  

 
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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.

 

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, 2018, the Company issued the following additional shares of common stock in connection with the convertible notes for the three months ended March 31, 2019:

 

None. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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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 103.84 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)

 

 
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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

 

 
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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)

 

 

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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).

 
 
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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 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.)

21.1 

 

List of Subsidiaries

101*** 

 

Interactive Data File (Form 10-Q for the quarterly period ended March 31, 2019 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. 

 

 
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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: October 10, 2019

By:

/s/ Brenton Mix

 

 

 

Brenton Mix

 

 

 

Chief Executive Officer, Chief Financial Officer and Director

 

 

 

39

 

EXHIBIT 10.99

 

AMENDMENT NO. 4 TO THE DEFINITIVE AGREEMENT

(WOD MARKET)

 

THIS AMENDMENT NO. 4 TO THE DEFINITIVE AGREEMENT, dated as of June 7, 2019 (the "Amendment No. 4" or "Amendment") by and among WOD MARKET LLC, a Colorado limited liability company ("WOD"), and WOD HOLDINGS INC., a Delaware corporation (“WODH”), and WOD RETAIL SOLUTIONS INC. f/k/a ELITE DATA SERVICES INC., a Florida corporation publicly-traded on the US Over-the-Counter (OTC) Stock Exchange ("Company"), and the individuals listed on the signature page hereto (together, the "Company Controlling Shareholders"). WOD, WODH and Company are each a "Party" and collectively referred to as the "Parties" herein below.

 

RECITALS

 

WHEREAS, on August 26, 2016, the Parties hereto executed that certain Definitive Agreement (the "Original Agreement"), pursuant to which the Company agreed to acquire one hundred percent (100%) of the ownership interest in WOD in the form of three (3) separate closings, subject to the following material terms and conditions:

 

(a) First Closing. On August 26, 2016 (the "First Closing" or "Initial Closing"), the Company would acquire a total of twenty percent (20%) of the ownership interest of WOD in an equity exchange in which the WOD Members would exchange a total of 200 units of membership interests (the "WOD Units") to the Company in exchange for a total of 100,000 shares of Series B Preferred Stock of the Company (the Series B Preferred Stock of the Company to be issued pursuant to this transaction, in the aggregate is referred to as the "New Company Shares").

 

In addition, within two (2) business days after the Initial Closing, WOD would advance a total of Forty Thousand Dollars ($40,000) to Company for the purposes of funding the completion of Company's audit and SEC filing of Form 10K for the period ending December 31, 2015, Form 10Q for period ending March 31, 2016, Form 10Q for period ending June 30, 2016, and other documentation required for Company to become a compliant and fully reporting public company (the "Interim Financing"), secured by two (2) separately executed Convertible Redeemable Notes ("WOD Notes").

 

Further, as a condition of the execution of Original Agreement, Company agreed to immediately, as of August 26, 2016, initiate a reverse split of 1:1000 of Company's Common Stock (the "Reverse Split"), pursuant to the prior approval received by Company from the holders of majority of Company's outstanding capital stock, as described in the Schedule 14C filed with the SEC on September 23, 2015. The effective date of the reverse split is subject to final approval of FINRA. Subject to the completion of the Reverse Split, the certain controlling shareholders of the Company agreed to exchange and cancel a total of 1,000,000 shares of Series B Preferred Stock (500,000 each by Dr. Ricketts and Mr. Antol) for a total of 25,000,000 shares of Common Stock of the Company to be issued post the date the Reverse Split is effective.

 

 
1
 
 

 

(b) Second Closing. On or before September 15, 2016 (the "Second Closing"), the Company would acquire an additional twenty percent (20%) of the ownership interest of WOD in an equity exchange in which the WOD Members would exchange 200 WOD Units to the Company in exchange for an additional 100,000 New Company Shares, issued by the Company to the WOD Members pro rata.

 

In addition, the Second Closing would be contingent upon Company completing all necessary corporate actions to effect any and all outstanding Company corporate matters, including, but not limited to, SEC filing of Form 10K for the period ending December 31, 2015, Form 10Q for period ending March 31, 2016, Form 10Q for period ending June 30, 2016, and other documentation required for Company to become a compliant and fully reporting public company (the "SEC Filing").

 

(c) Third Closing. On or before October 15, 2016 (the "Third Closing"), the Company would acquire the remaining sixty percent (60%) of the ownership interest of WOD an equity exchange in which the WOD Members would exchange a total of 600 WOD Units to the Company in exchange for a total of 14,800,000 New Company Shares.

 

In addition, the Third Closing would be contingent upon WOD completing all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014 and December 31, 2015, and interim reviewed financial for periods ending March 31, 2016, and June 30, 2016, including interim reviewed financial for period ending September 30, 2016, in accordance with US GAAP (the "Books and Records"), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014 and 2015 on or before the Third Closing.

 

WHEREAS, on January 10, 2017, the Company and the members of (the "WOD Members") WOD Market LLC, a Colorado limited liability company ("WOD"), executed Amendment No. 1 to the Definitive Agreement (the "WOD Amendment No.1"), pursuant to which the Company agreed to extend the second closing date from on or about September 15, 2016 to on or about March 31, 2017, and further extend the third and final closing date from on or about October 15, 2016 to on or about June 30, 2017, respectively.

 

In addition, the WOD Amendment No.1 included the resignations and appointments of certain officers and directors of the Company, which were originally closing conditions of the second and third and final closings, respectively as set forth in the original Definitive Agreement. Pursuant to such resignations, the parties further accepted and agreed to the termination of the contractor agreement with Dr. James G. Ricketts as the Chairman and VP of Investor Relations of Company in exchange for the Ricketts Settlement Agreement, and the termination of the contractor agreement with Mr. Antol as the Chief Financial Officer, Secretary and Treasurer, in exchange for the Antol Settlement Agreement.

 

Further, Dr. James G. Ricketts and Stephen Antol, separately, agreed to each cancel a total of 500,000 shares of Series B Preferred Stock of the Company, totaling 1,000,000 shares in the aggregate, returning such shares to the Company’s treasury, and thus rendering the share exchange contemplated in the original Definitive Agreement null and void. Separately, the Parties agreed to execution of the Rimlinger Settlement Agreement.

 

 
2
 
 

 

WHEREAS, on March 15, 2017, the Company, WOD and WODH executed Amendment No. 2 to the Definitive Agreement (the "Amendment No.2"), pursuant to which the Parties agreed to further amend and restate certain terms of the Original Agreement, Amendment No. 1 and Amendment No. 2, as follows:

 

1. Amended and Restated definition of Second Closing and Third and Final Closing in the Original Agreement. The definition of Second Closing and Third and Final Closing in the Original Agreement were amended and restated as follows:

 

“Second Closing shall be amended and replaced with the meaning of Subsequent Closings, as described and set forth in Schedule 1.1, as amended.”

 

“Third and Final Closing shall be amended and replaced with the meaning of Subsequent Closings, representing a closing on the Controlling Equity Ownership, as described and set forth in Schedule 1.1, as amended.”

 

2. Amended and Restated Section 1.1 of the Original Agreement. Section 1.1 of the Original Agreement was amended and restated as follows:

 

“Section 1.1 Acquisition of WOD. Upon the terms and subject to the conditions set forth in this Agreement, Company shall acquire, from the WOD Controlling Member(s), a certain percentage of the ownership interest in WOD (the “Equity Ownership”), equal to not less than sixty percent (60%) of the total Equity Ownership (the “Controlling Equity Ownership”), in a series of closings in the form of one or more capital contributions and equity exchanges, upon which WOD shall become a controlled subsidiary of Company, after the closing on the Controlling Equity Ownership has occurred, as described and set forth in Schedule 1.1 hereto.”

 

3. Amended and Restated Section 1.2 of the Original Agreement. Section 1.2 of the Original Agreement shall be amended and restated as follows:

 

Section 1.2 Agreement to Exchange WOD Units for New Company Shares. Pursuant to Section 1.1 hereinabove, (i) WOD shall assign, transfer, convey and deliver the WOD Units to Company; and in consideration and exchange therefor, Company shall; (ii) issue and deliver the New Company Shares into Trust (as hereinafter defined), in such amounts as described and set forth in Schedule 1.2 hereto (collectively referred to as the "Equity Exchange(s)").

 

4. Amended and Restated Section 8.2(d) of the Original Agreement. Section 8.2(d) of the Original Agreement was amended and restated as follows:

 

“(d) By either Company or WOD, if the closing on the Controlling Equity Ownership shall not have consummated before December 31, 2018; provided, however, that this Agreement may be extended by written notice of either WOD or Company if such closing shall not have consummated as a result of WOD or Company having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date;”

 

 
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5. Amended and Restated second paragraph of Section 8.3 of the Original Agreement. The second paragraph of Section 8.3 of the Original Agreement was amended and restated as follows:

 

“Notwithstanding the foregoing, on the date of termination, WOD Controlling Members shall have the right to either (a) request the delivery of the proportional New Company Shares represented by the Equity Exchanges, held in Trust (as hereinafter defined), in which Company shall retain any and all ownership interest in WOD Units owned and held as of such date, or (b) forfeit any and all proportional New Company Shares held in Trust (as hereinafter defined), representing the Equity Exchanges as of such date, and request Company to return all WOD Units owned and held as of such date, first Initial Shares for Initial Closing Units, and then, in exchange for a payment from WOD or WOD Controlling Members, at the sole discretion of Company, in the form of either (i) a cash payment equal to two times (2x) the amount of the aggregate total of all Additional Capital Contributions (as defined in Schedule 1.1 herein) made by Company as of such date, or (ii) a stock payment equal to two and one half times (2.5x) the amount of the aggregate total of all Additional Capital Contributions (as defined in Schedule 1.1 herein) made by Company as of such date, to be issued in a parent entity of WOD, if such exists at the time, at a per share price and type of securities mutually determined at such time. Separately, Company shall be required to repay any outstanding balance of Interim Financings provided by WOD as set forth in Schedule 1.4(c) herein. Upon the completion of a termination, neither party shall have any further obligations to the other thereafter, except as otherwise provided for herein in this Agreement.”

 

6. Amended and Restated Section 1.4(b) of Schedule 1.4 of the Original Agreement. Section 1.4(b) of Schedule 1.4 of the Original Agreement is amended and restated as follows:

 

“(b) Books and Records. On or before the next Subsequent Closing after the First Closing as set forth in Schedule 1.1 herein, Company shall complete all necessary corporate actions to effect any and all outstanding Company corporate matters, including, but not limited to, SEC filing of Form 10K for the period ending December 31, 2015, Form 10Q for period ending March 31, 2016, Form 10Q for period ending June 30, 2016, and other documentation required for Company to become a compliant and fully reporting public company (the " SEC Filing "), and on or before a Subsequent Closing related to the Second Capital Threshold as set forth in Schedule 1.1 herein, WOD shall complete all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014, December 31, 2015, and December 31, 2016, including any other applicable year end audit, and interim reviewed financials for period ending the most recent financial quarter in the applicable year, in accordance with US GAAP (the " Books and Records "), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014, 2015, 2016 and any other applicable year on or before a Subsequent Closing related to the Second Capital Threshold.”

 

 
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7. Amended and Restated Schedules. Schedules 1.1 and 1.2 of the Original Agreement shall be amended and restated, as more fully described in Exhibit I, attached hereto and incorporated by reference as being a part of the Original Agreement, as amended.

 

8. Amendment to Officer and Director Appointments and Resignations. Schedule 1.4(c) of the Original Agreement, as amended, is hereby amended further to reflect the resignation of Sarah Myers as the Secretary, Treasurer and Director of the Company, and the concurrent new appointment of Richard Phillips as the Secretary and Treasurer, in addition to his current position as a member of the Board of Directors of the Company, effective immediately.

 

9. Amendment to add a new Section 1.4(g) to Schedule 1.4 of the Original Agreement related to New Contractor Agreements. Schedule 1.4 of the Original Agreement is hereby amended to include the addition of Section 1.4(g) related to new contractor agreements as follows:

 

“(g) New Contractor Agreements. As a condition of the First Closing, as amended, Company has agreed to the execution of two (2) new contractor agreements: (A) Brenton Mix, as Chief Executive Officer and Chief Financial Officer of Company, and (B) Richard Phillips, as the Secretary and Treasurer of Company.”

 

WHEREAS, on January 8, 2018, the Company, WOD and WODH executed Amendment No. 3 to the Definitive Agreement (the "Amendment No.3"), pursuant to which the Parties agreed to further amend and restate certain terms of the Original Agreement, Amendment No. 1 and Amendment No. 2, as follows:

 

1. Effective Date. The Effective Date of this Amendment shall be retroactive as of March 14, 2017 (the “Effective Date”), with the same full force and effect as if executed on such date.

 

2. Amended Defined Terms.

 

(a) The defined term “DEAC” shall be replaced with “Company” as referenced in the Original Agreement, and Prior Amendments, in the relation to WOD Retail Solutions Inc. f/k/a Elite Data Services Inc.

 

(b) The defined term “Controlling Members” as referenced in the Original Agreement, and Prior Amendments, in the relation to the controlling ownership interest of WOD shall be amended to have the meaning “WODH” and not the Brenton Mix (“Mix”) and Taryn Watson (“Watson”) personally, pursuant to the Agreement and Plan of Reorganization (the “Reorg. Agreement”) dated March 7, 2017, in which Mix and Watson, the former controlling members, jointly and severally, transferred one hundred percent (100%) of their collective ownership interest in WOD to WODH, and thus relinquishing personal controlled of the ownership interest in WOD on such date, prior the Effective Date; the same date of execution of the JV Agreement.

 

 
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3. Amended and Restated definition of Second Closing and Third and Final Closing in the Original Agreement. The definition of Second Closing and Third and Final Closing in the Original Agreement and in the Prior Amendments are hereby amended and restated as follows:

 

“Second Closing (also referred to herein as the Final Closing) shall be amended and replaced with the meaning of Final Closing, representing a closing on the Controlling Equity Ownership, as described and set forth in Schedule 1.1, as amended.”

 

4. Amended and Restated Section 1.1 of the Original Agreement. Section 1.1 of the Original Agreement and Prior Amendments are hereby amended and restated as follows:

 

“Section 1.1 Acquisition of WOD. Upon the terms and subject to the conditions set forth in this Agreement, Company shall acquire, from WODH, a certain percentage of the ownership interest in WOD (the “Equity Ownership”), equal to not less than sixty percent (60%) of the total Equity Ownership (the “Controlling Equity Ownership”), in two (2) separate closings, upon which WOD shall become a controlled subsidiary of Company, after the closing on the Controlling Equity Ownership has occurred, as described and set forth in Schedule 1.1 hereto.”

 

5. Amended and Restated Section 8.2(d) of the Original Agreement. Section 8.2(d) of the Original Agreement and Prior Amendments are hereby amended and restated as follows:

 

“(d) By either Company or WODH, if the closing on the Controlling Equity Ownership shall not have consummated before December 31, 2018; provided, however, that this Agreement may be extended by written mutual consent of Company and WODH, if such closing shall not have consummated as a result of Company or WODH having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.2(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date;”

 

 
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6. Amended and Restated second paragraph of Section 8.3 of the Original Agreement. The second paragraph of Section 8.3 of the Original Agreement and the Prior Amendments are hereby amended and restated as follows:

 

“Notwithstanding the foregoing, on the date of termination, WODH shall have the right to either (a) request the conversion of a portion or the entire outstanding Principal Balance of the Note issued by WOD to Company into a proportional amount of WOD Units, in exchange for the delivery of the proportional New Company Shares represented by the Equity Exchanges, held in Trust (as hereinafter defined), in which Company shall retain any and all ownership interest in WOD Units owned and held as of such date (after the Note conversion), or (b) forfeit any and all proportional New Company Shares held in Trust (as hereinafter defined), and request Company to return all WOD Units owned and held as of such date, in exchange for a stock payment from WODH in an amount equal to the combined total of both (i) the outstanding Principal Balance of the Note owed to Company at such time, and (ii) a total of Two Hundred Dollars (USD $200,000) for the repurchase of the 200 WOD Units held by Company from the First Closing (the “Total Repayment Amount”), payable in a certain number of shares of common stock of WODH (the “WODH Common Stock”) equal to the Total Repayment Amount divided by the greater of $5.00 per share or the share price of the most recent offering of equity in WODH (e.g. $1,000,000 of Total Repayment Amount divided by $5.00 per share (the most recent offering price) = 200,000 shares of WODH Common Stock (as defined in Schedule 1.1 herein). Separately, Company shall still be required to repay any outstanding balance of Interim Financings provided by WOD as set forth in Schedule 1.4(c) herein. Upon the completion of a termination, neither party shall have any further obligations to the other thereafter, except as otherwise provided for herein in this Agreement.”

 

7. Amended and Restated Section 1.4(b) of Schedule 1.4 of the Original Agreement. Section 1.4(b) of Schedule 1.4 of the Original Agreement is hereby amended and restated as follows:

 

“(b) Books and Records. On or before the Final Closing as set forth in Schedule 1.1 herein, Company shall complete all necessary corporate actions to effect any and all outstanding Company corporate matters, including, but not limited to, SEC filing of Form 10K for the period ending December 31, 2017, and, all applicable Form 10Q for period ending March 31, 2018, Form 10Q for period ending June 30, 2018, Form 10Q for period ending September 30, 2018, and other documentation required for Company to be a compliant and fully reporting public company (the " SEC Filing "), and WOD shall complete all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two (2) years of audit financials for period ending December 31, 2016, and December 31, 2017, and interim unaudited financial statement for the period ending the most recent financial quarter in 2018 prior to the Final Closing, in accordance with US GAAP (the "Books and Records"), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014, 2015, 2016, 2017 and any other applicable year, and WOD must be current with all federal tax return filings.

 

 
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8. Amended and Restated Schedules. Schedules 1.1 and 1.2 of the Original Agreement, as amended by the Prior Amendments shall be further amended and restated, as more fully described in Exhibit I, attached hereto and incorporated by reference as being a part of the Original Agreement, as amended.

 

9. Amendment to Joint Venture Agreement. The Joint Venture Agreement (the “Original JV Agreement”) shall be amended to reflect the applicable amendments set forth in this Amendment (the “Amendment No. 1 to JV Agreement”).

 

10. Prior Approval and Consent. The Parties, jointly and severely, do hereby provide prior written approval and consent in advance to certain financing activities, as follows:

 

(a) Company. The Company is permitted to engage in a series of debt and/or equity financings at its sole discretion in order to obtain the required funding needed to provide Additional Capital Contributions to WOD, pursuant to Schedule 1.1(iii) of Exhibit I hereto; and

 

(b) WOD. WOD is permitted to engage in a series of debt financings only at its sole discretion in order to obtain the required funding to expand the business, if Company and/or WODH is unable to provide additional working capital needed to operate the business; and

 

(c) WODH. WODH is permitted to engage in a series of debt and/or equity financings at its sole discretion in order to obtain the required funding needed to advance funding to WOD in the event the Company is unable to provide Additional Capital Contributions to WOD, pursuant to Schedule 1.1(iii) of Exhibit I hereto, and/or WOD is unable to obtain debt financing directly.

 

Notwithstanding the forgoing, any and all financing activities commenced by any of the Parties shall not violate or create a default in the terms of Original Agreement, Prior Amendments, this Amendment and the Amendment No. 1 to JV Agreement or in any way assign, sell, transfer, encumber or pledge the equity of WOD. If funding is provided by WODH, such advances shall be in the form of loans to the WOD under generally accepted lending practices and terms.

 

WHEREAS, the Parties hereto wish to further amend and restate certain provisions of the Original Agreement, and Amendment No. 1, Amendment No. 2 and Amendment No. 3 (collectively hereinafter referred to as the “Prior Amendments”), as set forth herein.

 

 
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AGREEMENT

 

NOW THEREFORE, in consideration of the foregoing, the Parties hereby agree as follows:

 

1. Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Agreement and the Prior Amendments.

 

2. 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.

 

3. Ratifications; Inconsistent Provisions Except as otherwise expressly provided herein, the Original Agreement and Prior Amendments, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Agreement and Prior Amendments to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Agreement and Prior Amendments shall mean the Original Agreement and Prior Amendments as amended by this Amendment and (ii) all references such as “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Agreement and Prior Amendments shall mean the Original Agreement and Prior Amendments as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreement and Prior Amendments, and this Amendment, the provisions of this Amendment shall control and be binding.

 

4. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

COMPANY

 

 

WOD Retail Solutions, Inc.

f/k/a Elite Data Services Inc.

A Florida corporation

 

By:

/s/ Brenton Mix

 

Brenton Mix

 

Chief Executive Officer

 

 

WOD

 

 

WOD MARKET LLC

A Colorado limited liability company

 

 

By:

/s/ Russell Quimby

 

Russell Quimby

 

Manager

 

 

And,

 

WODH

 

WODH HOLDINGS INC.

A Delaware corporation

 

By:

/s/ Russell Quimby

 

Russell Quimby

 

President

 

 

 
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EXHIBIT 10.100

 

AMENDMENT NO. 2 TO THE JOINT VENTURE AGREEMENT

(Company and WOD)

 

THIS AMENDMENT NO. 2 TO THE JOINT VENTURE AGREEMENT (this "Amendment") is made as of June 7, 2019, by and between WOD RETAIL SOLUTIONS INC. f/k/a Elite Data Services Inc., a Florida corporation (hereinafter referred to as "Company") and WOD HOLDINGS INC. (hereinafter referred to as "WODH"), a Delaware corporation. Company and WOHD are each a “Party”, and collectively referred to as the “Parties” herein.

 

RECITALS

 

WHEREAS, pursuant to Amendment No. 2 of the Definitive Agreement, dated August 26, 2016, as amended (the “WOD Definitive Agreement”), Company and WODH entered into that certain Joint Venture Agreement (the “Original JV Agreement”), on March 14, 2017 (the “Original Effective Date”), in which the parties decided to collaborate on a retail business (the "Business") in the form a joint venture (the "Joint Venture"), pursuant to the terms and conditions set forth therein;

 

WHEREAS, on January 8, 2018, Company and WODH executed Amendment No. 1 to the Original JV Agreement (the “Amendment No.1”), pursuant to which the Parties agreed to further clarify certain implied terms of the Joint Venture which may not have otherwise been expressed in written form, and to further amend certain other terms of the Original JV Agreement, due to delays in Company’s ability to provide Additional Capital Contributions as needed to expand the business; as follows:

 

1. Effective Date. The Effective Date of this Amendment shall be retroactive as of the Original Effective Date, with the same full force and effect of the Original Agreement.

 

2. Amended Defined Terms. The defined term “DEAC” shall be replaced with “Company” as referenced in the Original JV Agreement, and Prior Amendments, in the relation to WOD Retail Solutions Inc. f/k/a Elite Data Services Inc.

 

3. Amendment to Appendix A. Appendix A to the Original JV Agreement is hereby amended to reflect a statement of clarification of certain officer appointments and held positions in both Company and WODH during the term of the Agreement, which shall be added to Appendix A, described as follows:

 

“The Parties hereto agree and confirm that at no time during the term of this Agreement, unless a final closing has occurred in which Company comes the controlling Partner of WOD, shall an appointed officer of either Company or WODH hold the same or any officer position in both Company and WODH at the same time, in such a capacity which would trigger a “Common Control” relationship between the entities, as defined in relation to FASB Statement No. 141.”

 

 
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4. Amendment to Section 1.1.3. Section 1.1.3 to the Original JV Agreement is hereby amended to reflect a correction to the referenced Appendix from “Appendix B” to Appendix “A” in that section.

 

5. Amendment to Section 1.2. Section 1.2 to the Original JV Agreement is hereby amended and restated in its entirety to reflect certain clarifications related to the control of the underlying entity used for the Joint Venture, described as follows:

 

“The business and affairs of the Joint Venture shall be conducted through the Colorado limited liability company named “WOD Market LLC” (the “WOD”). Prior to the execution of this Agreement, WOD was a wholly-owned subsidiary of WODH, pursuant to the Agreement and Plan of Reorganization (the “Reorg. Agreement”) dated March 7, 2017, in which Brenton Mix and Taryn Watson, collectively referred to as (the “Original Members”) in the WOD Definitive Agreement, and subsequent amendments, jointly and severally assigned and transferred one hundred percent (100%) of their collective ownership interest in WOD to WODH. Pursuant to the terms of this Agreement, the Partners are the new managers of WOD, as defined herein.”

 

6. Amendment to Section 2.2 and Appendix B. Section 2.2 and paragraph (b) to Appendix B to the Original Agreement is hereby amended to reflect a change to Additional or Other Capital Contributions in which additional capital advances made by Company to WOD, as defined therein, shall be advanced to WOD first in the form of a series of loans, pursuant the terms of the Loan Agreement (the “Loan Agreement”), attached hereto and also referred in the Original JV Agreement as Exhibit I. The Loan Agreement shall establish for a period ending December 31, 2018, or on a date mutually agreed to by the Parties (the "Due Date") a line of credit (the "Credit Line") for WOD in the principal amount of Eight Million Dollars (USD $8,000,000) (the "Credit Limit") secured by a collateral pledge of certain assets (the “Pledged Assets”) as described herein. In connection herewith, Borrower shall execute and deliver to Company a Convertible Note (the “Note”) in the amount of the Credit Limit, attached as Exhibit I-1 to the Loan Agreement, and a Guaranty Agreement (the “Guaranty”), attached as Exhibit I-2 to the Loan Agreement, satisfactory to Company. All sums advanced on the Credit Line, pursuant to the terms of this Loan Agreement shall become part of the principal amount of said Note. On the Due Date or on such earlier date upon which Company has provided to WOD advances under the Credit Line equal to not less than a total of Four Million Dollars (USD $4,000,000) in the aggregate, representing both the First Capital Threshold and Second Capital Threshold in Appendix B of the Original Agreement, Company shall have the right to convert into WOD Units the total outstanding principal balance of the Note issued by WOD to Company under the Loan Agreement, equal to a total of forty percent (40%) interest in the WOD, which when combined with the twenty percent (20%) interest in the WOD already held by the Company, the Company would own and hold a total of sixty percent (60%) in the aggregate representing a controlling interested in WOD, and thus effecting a consolidation of WOD’s operations under the Company.

 

 
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7. Amendment to Appendix B. Appendix B to the Original JV Agreement pertaining to a condition of Company’s option (or right) to provide Additional Capital Contributions under the Loan Agreement, in exchange for a certain number of WOD Units for a certain number of shares of Series B Preferred Stock and Common Stock of Company, collectively referred to in the Original JV Agreement as (the “Equity Exchanges”), shall be amended and restated to reflect certain applicable changes as follows:

 

“On the Due Date (also referred to as the Second and Final Closing), if Company has made advance of not less than Four Million Dollars (USD $4,000,000) in the aggregate (the “Min. Advance Threshold”), pursuant to the terms of the Loan Agreement, Company shall have the right to convert the outstanding Principal Balance of the Note into WOD Units, equal to one WOD Unit for each Ten Thousand Dollars (USD $10,000) of advances made to WOD by Company under the Credit Line, in the form of a cancellation of the obligations of the Note in the exchange of WOD Units held by WODH for certain shares in Company equal to: (x) one (1) WOD Unit assigned and transferred to Company from WODH, for (y) two hundred fifty (250) shares of Series B Preferred Stock of Company, and twenty-five thousand (25,000) shares of Common Stock of Company, earmarked to WODH, from the total of all the New Company Shares held in Trust for the benefit of WODH, up to the Min. Advance Threshold.”;

 

WHEREAS, the Parties hereto wish to further amend certain provisions of the Original JV Agreement, and Amendment No. 1, as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties to this Amendment agree as follows:

 

1. Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original JV Agreement, as applicable.

 

2. 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.

 

3. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original JV Agreement and Amendment No.1, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original JV Agreement, Amendment No.1, and this Amendment to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original JV Agreement, Amendment No.1, and this Amendment shall mean the Original JV Agreement as amended by this Amendment, and (ii) all references such as “thereto”, “thereof”, “thereunder” or words of like import referring to the Original JV Agreement, Amendment No.1 and this Amendment shall mean the Original JV Agreement and Amendment No.1 as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original JV Agreement, Amendment No.1 and this Amendment, the provisions of this Amendment shall control and be binding.

 

4. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

COMPANY

 

WOD RETAIL SOLUTIONS INC.

f/k/a Elite Data Services Inc.,

 

A Florida Corporation

 

By:

/s/ Brenton Mix

 

Brenton Mix

Chief Executive Officer

 

WODH

 

WOD HOLDINGS INC.,

 

a Delaware corporation

 

By:

/s/ Russell Quimby

 

Russell Quimby

 

President

 

 
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EXHIBIT 10.101

 

AMENDMENT NO.1 TO LINE OF CREDIT AGREEMENT

(WOD Markets LLC)

 

THIS AMENDMENT NO.1 TO LINE OF CREDIT AGREEMENT (the "Loan Agreement") is made and entered into on the date first written on the signature page hereto by and between WOD MARKET LLC, a Colorado limited liability company ("Borrower"), and WOD RETAIL SOLUTIONS INC., f/k/a Elite Data Services Inc., a Florida corporation ("Lender"). Borrower and Lender are each a “Party, and collectively referred to as the “Parties” in this Loan Agreement.

 

RECITALS

 

WHEREAS, on or about January 8, 2018, Lender established for a period ending December 31, 2018, or on a date mutually agreed to by the Parties (the "Due Date") a line of credit (the "Credit Line") for Borrower in the principal amount of Eight Million Dollars ($8,000,000.00) (the "Credit Limit"), pursuant to the terms as described in the executed Loan Agreement (the “Original Loan Agreement”), and as further evidenced by the executed Convertible Note (the “Original Note”), attached as Exhibit A to the Original Loan Agreement;

 

WHEREAS, the Parties hereto wish to further amend certain provisions of Original Loan Agreement and Original Note to reflect certain changes as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties to this Amendment agree as follows:

 

1. Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Trust Agreement, as applicable.

 

2. 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:

 

3. 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:

 

4. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Loan Agreement and Original Note are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Loan Agreement and Original Note and this Amendment to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Loan Agreement and Original Note and this Amendment shall mean the Original Loan Agreement and Original Note and this Amendment, and (ii) all references such as “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Loan Agreement and Original Note and this Amendment shall mean the Original Loan Agreement and Original Note as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Loan Agreement and Original Note and this Amendment, the provisions of this Amendment shall control and be binding.

 

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

BORROWER

 

 

 

 

WOD Market LLC,

 

 

A Colorado limited liability company

 

 

 

 

       
By: /s/ Russell Quimby

 

 

Russell Quimby  
    Manager  
       

 

LENDER

 

 

 

 

 

WOD Retail Solutions Inc.,

 

 

A Florida corporation

 

 

 

 

 

By:

/s/ Brenton Mix

 

 

 

Brenton Mix

 

 

 

Chief Executive Officer

 

 

 
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EXHIBIT 10.102

 

AMENDMENT NO. 2 TO THE VOTING TRUST AGREEMENT

(WODH)

 

THIS AMENDMENT NO. 2 TO THE VOTING TRUST AGREEMENT (this "Amendment") is made as of June 7, 2019, by and between WOD RETAIL SOLUTIONS INC. f/k/a Elite Data Services Inc., a Florida corporation (hereinafter referred to as "Company") and EILERS LAW GROUP, PA, Attn: William Robinson Eilers, Esq. (collectively with any and all successors, the “Voting Trustee”), on behalf of the Stockholders, as set forth in the Voting Trust Agreement (the “Original Trust Agreement”), dated March 14, 2017. Company and Trustee are each a “Party”, and collectively referred to as the “Parties” herein.

 

RECITALS

 

WHEREAS, on or about March 14, 2017, the Company and WOD Holdings Inc. (“WODH”), 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 (each a “Stockholder”, and collectively referred to as the “Stockholders”) and Eilers Law Group, PA (the “Voting Trustee”), executed that certain Voting Trust Agreement (the “Voting Trust Agreement”), pursuant to which the parties agreed to deposit into Trust a certain number of shares of securities issued by the Company (the “Trust Shares”) held by each Stockholder, pursuant to the terms of that certain Definitive Agreement (the “Original Agreement”), dated on even date therewith, as amended, by and between the Company and WODH;

 

WHEREAS, the Company and WODH entered into that certain Amendment No. 3 to the Original Agreement (the “Amendment No. 3), January 8, 2018, to further amend and/or restate certain terms of the Original Agreement, Amendment No. 1 and Amendment No. 2, pursuant to the terms set forth in Amendment No. 3;

 

WHEREAS, pursuant to Section 5 of the Trust Agreement, title to all Trust Shares deposited into Trust shall be vested in the Voting Trustee and shall be transferred to the Voting Trustee or to its nominee or nominees on the books of the Company, and the Voting Trustee shall possess and be entitled to exercise with respect to the Trustee Shares all voting rights of holders of the Trust Shares of any and every kind and character, including the right to vote such Shares and to take part in or consent in writing or otherwise to any corporate or stockholders’ action, whether ordinary or extraordinary, including:

 

(a) any amendment of the Certificate of Incorporation or the Bylaws of the Company,

 

(b) consolidation with or merger into any other corporation,

 

(c) changes in the number of directors,

 

(d) increases in the number of, or reclassification of, shares of the Company’s stock, and

 

(e) the dissolution of the Company,

 

all upon such terms and conditions and under such circumstances as the Voting Trustee may from time to time determine in its sole discretion, so as long as such powers do not circumvent or void the effectiveness of any and all agreements executed by Company as of the date of this Agreement or during the time in which this Agreement is in effect (e.g. advisory and management, shareholder and/or subscription agreements, etc.). It is expressly understood and agreed none of the holders of Voting Trust Certificates shall have any right, either under such Voting Trust Certificates or under this Agreement, or under any agreement express or implied, or otherwise, to vote any of the Trust Shares or to take part in or consent to any corporate or stockholders’ action requiring such vote.

 

 
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WHEREAS, Amendment No. 1 to the Trust Agreement amended and/or restated certain terms to (a) Section 1 of the Original Trust Agreement, in which the second paragraph of Section 1 (Deposit) to the Original Trust Agreement was amended and restated in its entirety, and (b) Exhibit B to the Original Trust Agreement in which the Trust Certificate No. 001 of Exhibit B to the Original Agreement was amended and restated in its entirety.

 

WHEREAS, the Parties hereto wish to further amend certain provisions of the Original Trust Agreement to reflect certain changes in Trust Shares related to WODH, as a Stockholder of the Original Trust Agreement, as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties to this Amendment agree as follows:

 

1. Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Trust Agreement, as applicable.

 

2. 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:

 

3. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Trust Agreement, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Trust Agreement, Amendment No.1 and this Amendment to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Original Trust Agreement, Amendment No.1 and this Amendment shall mean the Original Trust Agreement as amended by Amendment No.1 and this Amendment, and (ii) all references such as “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Trust Agreement, Amendment No.1 and this Amendment shall mean the Original Trust Agreement as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Trust Agreement, Amendment No.1 and this Amendment, the provisions of this Amendment shall control and be binding.

 

4. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original.

 

[Signature Page to Follow on Next Page]

 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

COMPANY

 

WOD RETAIL SOLUTIONS INC. f/k/a Elite Data Services Inc.,

 

A Florida Corporation

 

By:

/s/ Brenton Mix

 

Brenton Mix

Chief Executive Officer

 

VOTING TRUSTEE

 

EILERS LAW GROUP, PA.,

 

A Florida corporation

 

By:

/s/ William Robinson Eliers

 

William Robinson Eilers, Esq.

 

President

 

 
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EXHIBIT 21.1

 

SUBSIDIARIES OF THE REGISTRANT LISTING THE JURISDICTION OF ORGANIZATION

 

As of October 10, 2019, the Company had no subsidiaries.

 

EXHIBIT 31.1

 

RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, Brenton Mix, certify that:

 

1. 

I have reviewed this Quarterly Report on Form 10-Q of WOD Retail Solutions, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 10, 2019

By:

/s/ Brenton Mix

 

 

Brenton Mix

 

 

 

Chief Executive Officer

 

 

EXHIBIT 31.2

 

RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Brenton Mix, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of WOD Retail Solutions, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 10, 2019

By:

/s/ Brenton Mix

 

 

Brenton Mix

 

 

 

Chief Financial Officer

 

 

EXHIBIT 32.1

 

CERTIFICATION OF 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

 

In connection with the Quarterly Report of WOD Retail Solutions, Inc. (the “Company”) on Form 10-Q for the three-month period ended March 31, 2019, filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

 

Date: October 10, 2019

/s/ Brenton Mix

 

 

Brenton Mix

 

Chief Executive Officer, Chief Financial Officer and Director