Elite Data Services, Inc.

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

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

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

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

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

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.