WOD RETAIL SOLUTIONS INC. The following management's discussion and analysis is intended to provide
additional information regarding the significant changes and trends which
influenced our financial performance for the three-month period ended
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 2020 increasing marketing of intelligent retail solutions for gym owners and coaches through the acquisition and placement of additional kiosks.
The Company serves the fitness community by allowing coaches and trainers to focus on what's important while athletes have access to the products they need to perform at their highest level. Our aim is to relieve gym owners and coaches of the burden of managing retail sales including upfront inventory purchases, ongoing inventory management, payments, marketing, etc. while also providing a service for members to have convenient access to products that help them perform better. We intend to forge a mutually beneficial relationship with each gym, customer and vendor to ensure the best possible experience. The
Requirements and Utilization of Funds
To implement our business plan, we will need to continue to raise working
capital in an amount of at least
At this time, management is unable to determine the specific amounts and terms of such future financings, or whether or not we will be successful in raising such funds on a basis acceptable to us.
To date, management has not identified the source for such additional capital, and whether the Company will be able to raise sufficient capital, and do so on commercially reasonable terms, is uncertain. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing, we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.
Going Concern
In their report for our 2019 Form 10-K, our auditors have issued a "going concern" opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated enough revenues and no substantial revenues are anticipated in the near-term. Accordingly, we must seek to raise working capital from sources other than from the sale of our products through debt and equity financing facilities.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with generally accepted accounting principles ("GAAP") in
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
Three Months Ended March 31,
2019 2020
Revenues $ - $ -
Operating and other expenses 102,172 151,834
Net operating loss $ 102,172 $ 151,834
Operating Expenses
Our operating expenses for the three months ended
Three Months Ended March 31,
2019 2020
Consulting services $ 30,000 $ 6,500
Accounting 5,000 58,900
Wages 65,000 80,000
General and administrative expenses 2,172 6,434
Total Operating Expenses $ 102,172 $ 151,834 The increase in operating expenses from 2019 to 2020 is primarily due to the
Company's employment contracts with its officers. The increase of
Our operating results for the three months ended
Three Months Ended March 31,
2019 2020
Revenues $ - $ -Operating and other (income) expenses 3,513,850 (2,385,983 ) Net operating (income) loss
$ 3,513,850 $ (2,385,983 )
The increase in net operations loss is primarily due to fair value increase of
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Liquidity and Capital Resources
As of
As of
The Company expects significant capital expenditures during the next 12 months,
contingent upon raising additional capital. We anticipate that we will need
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
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 2020Net cash provided by (used in) operating activities $ -$ (102,755 ) Net cash (used in) investing activities - - Net cash provided by financing activities - 103,000 Net (decrease) increase in cash $ - 245
Cash Flows - Operating Activities
Cash provided by financing activities in the period ended
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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
Capital Expenditures
We have not incurred any material capital expenditures.
Off-Balance Sheet Arrangements
During the three months ended
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