UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2017

February 28, 2021

or 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 333-190690

EXEO ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)
   
Nevada 45-2224704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   

4478 Wagon Trail Ave., Ave

Las Vegas, NV

89118
(Address of principal executive offices and offices)(Zip Code)

Registrant’s telephone number, including area code: (702) 361-3188

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s)Name of each exchange on which registered
(702) 361-3188None
(Registrant's telephone number, including area code)N/AN/A

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 No

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 No

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer”, “accelerated filer," "accelerated filer"” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.:

Act:

Large accelerated filer Accelerated filer 
Non-accelerated filer
(Do not check if a smaller reporting company)
 Smaller reporting company 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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Yes   No

As of the date of filing of this report,April 16, 2021, there were outstanding 25,274,28730,709,948 shares of the issuer’s common stock, par value $0.0001 per share. There were also outstanding 19,50017,000 Series A, and 244,190,226,750, Series B Preferred Shares of the issuers preferred stock, par value $0.0001 per share.

1


EXEO ENTERTAINMENT, INC.

Form 10-Q

Table of Contents

  Page
   
PART I - FINANCIAL INFORMATION3
   
Item 1.Condensed Financial Statements3
   
 Condensed Balance Sheets4
   
 Condensed Statements of Operations5
   
 Condensed Statements of Cash FlowsConvertible Preferred Stock and Stockholders’ Deficit6
   
 Condensed Statements of Cash FlowsNotes to Financial Statements78
   
Notes to Condensed Financial Statements9
 
Item 2.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 3.Quantitative and Qualitative Disclosures About Market Risk19
   
Item 4.3.Quantitative and Qualitative Disclosures About Market RiskControls and Procedures1924
   
PART II - OTHER INFORMATIONItem 4.20Controls and Procedures24
   
Item 1.PART II - OTHER INFORMATIONLegal Proceedings2025
   
Item1A.Item 1.Legal ProceedingsRisk Factors2025
   
Item 2.Item1A.Risk FactorsUnregistered Sales of Equity Securities2025
   
Item 3.2.Unregistered Sales of Equity SecuritiesDefaults Upon Senior Securities2026
   
Item 4.3.Defaults Upon Senior SecuritiesMine Safety Disclosures2026
   
Item 5.4.Mine Safety DisclosuresOther Information2126
   
Item 6.5.Other InformationExhibits2126
   
Item 6.Exhibits26
SIGNATURES  
22SIGNATURES27

2


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Item Regulation S-X, Rule 10-01(c) Interim Financial Statements, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders'stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the ninethree months ended August 31, 2017February 28, 2021 are not necessarily indicative of the results that can be expected for the year ending November 30, 2017.2021.

3


EXEO ENTERTAINMENT, INC.
 
 
 
 
 
 
BALANCE SHEETS
 
 
 
 
 
 
(unaudited)
 
August 31,
 
 
November 30,
 
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash and cash equivalents
 $161,860 
 $131,001 
Inventory
  254,479 
  227,085 
Prepaid expenses
  164,371 
  51,869 
Total current assets
  580,710 
  409,995 
 
    
    
Property and equipment, net
  42,237 
  64,943 
 
    
    
TOTAL ASSETS
 $622,947 
 $474,898 
 
    
    
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
 
    
 
    
    
Liabilities
    
    
Current liabilities
    
    
Accounts payable and accrued expenses
 $32,225 
 $33,044 
Accrued interest payable - related party
  17,628 
  14,139 
Payroll liabilities
  132,391 
  113,752 
Due to related parties
  75,000 
  75,000 
Royalty payable
 797,088
  523,032 
Notes payable
  9,314 
  9,314 
Total current liabilities
 1,063,646
  768,281 
 
    
    
Long-term liabilities
    
    
Notes payable
  22,846 
  29,840 
Total long-term liabilities
  22,846 
  29,840 
 
    
    
Total Liabilities
 1,086,492
  798,121 
 
    
    
Series A redeemable convertible preferred stock; $0.0001 par value,
    
    
1,000,000 shares authorized; 19,500 shares issued and outstanding;
0 shares unissued as of August 2017 and November 2016
(liquidation preference of $76,832). Stated at redemption value.
  145,080 
  134,113 
Series B redeemable convertible preferred stock; $0.0001 par value,
    1,000,000 shares authorized; 244,190 and 246,690 shares issued and
    
    
outstanding; 2,500 shares unissued as of August 2017 and November
2016 (liquidation preference of $615,085). Stated at redemption value.
  1,539,926 
  1,431,415 
 
    
    
Stockholders' deficit
    
    
 
    
    
Convertible Preferred Stock Series A - 15%, $0.0001 par value, 1,000,000 shares authorized, 19,500 and 19,500 shares issued, respectively
  - 
  - 
Convertible Preferred Stock Series B - 12%, $0.0001 par value, 1,000,000 shares authorized, 244,190 and 246,690 shares issued, respectively
  - 
  - 
Common stock - $0.0001 par value, 100,000,000 shares authorized; 25,274,287 and 24,764,129 shares issued and outstanding, respectively
  2,528 
  2,476 
Additional paid-in capital
  4,259,911 
  3,711,256 
Treasury stock, Series B Preferred Stock – 2,500 shares
  (12,500)
  - 
Stock payable
  471,500 
  112,500 
Deficit accumulated
  (6,869,990)
  (5,714,983)
Total stockholders' deficit
  (2,148,551)
  (1,888,751)
 
    
    
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
 $622,947 
 $474,898 
 
    
    
 
The accompanying notes are an integral part of these financial statements.
 
 

EXEO ENTERTAINMENT, INC.          
STATEMENTS OF OPERATIONS          
(unaudited)          
 
 
Three months ended
 
 
Nine months ended
 
 
 
August 31,
 
 
August 31,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
REVENUES, NET
 $1,970 
 $7,110 
 $9,487 
 $24,727 
COST OF GOOD SOLD
    
    
    
    
  Cost of direct materials, shipping and labor
  (2,299)
  (3,554)
  (7,635)
  (12,187)
GROSS PROFIT
  (329)
  3,556 
  1,852 
  12,540 
 
    
    
    
    
OPERATING EXPENSES
    
    
    
    
General and administrative
  267,691 
  172,226 
  640,335 
  585,921 
Executive compensation
  93,257 
  90,607 
  280,722 
  271,822 
Professional fees
  16,892 
  66,907 
  46,352 
  174,893 
Depreciation
  6,442 
  8,261 
  22,707 
  24,133 
TOTAL OPERATING EXPENSES
  384,282 
  338,001 
  990,116 
  1,056,769 
 
    
    
    
    
INCOME (LOSS) FROM OPERATIONS
  (384,611)
  (334,445)
  (988,264)
  (1,044,229)
 
    
    
    
    
OTHER INCOME (EXPENSE)
    
    
    
    
Gain (loss) from foreign currency transactions
 (15,474)
  505 
 (43,974)
  (10,820)
Other loss
  - 
  - 
  - 
  312 
Interest expense - related party
  (1,171)
  (1,146)
  (3,489)
  (3,427)
Interest expense
  (250)
  (322)
  (2,300)
  (1,086)
TOTAL OTHER INCOME (EXPENSES)
 (16,895)
  (963)
  (49,763)
  (15,021)
 
    
    
    
    
NET INOME (LOSS)
  (401,506)
  (335,408)
  (1,038,027)
  (1,059,250)
 
    
    
    
    
DIVIDEND OF REDEEMABLE PREFERRED STOCK
  (40,660)
  (40,660)
  (121,980)
  (117,222)
 
    
    
    
    
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
 $(442,166)
 $(376,068)
 $(1,160,007)
 $(1,176,472)
 
    
    
    
    
NET LOSS PER SHARE: BASIC
 $(0.02)
 $(0.02)
 $(0.05)
 $(0.05)
 
    
    
    
    
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC
    
    
    
 
  25,274,267 
  24,285,237 
  25,047,769 
  24,265,269 
EXEO ENTERTAINMENT, INC.
CONDENSED BALANCE SHEETS
(unaudited)

  February 28,  November 30, 
  2021  2020 
       
ASSETS        
         
Current Assets        
Cash and cash equivalents $82,682  $170,852 
Inventory, net  51,622   54,325 
Prepaid expenses  32,720   12,558 
Accounts Receivable  322   645 
Total current assets  167,346   238,380 
         
Operating lease right of use asset  180,625   209,200 
Property and equipment, net  26,443   29,055 
Website development costs, net  31,338   24,525 
         
TOTAL ASSETS $405,752  $501,160 
         
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT        
         
Liabilities        
Current liabilities        
Accounts payable and accrued expenses $262,801  $182,513 
Accrued interest payable - related party  33,890   32,744 
Accrued payroll - officers  210,920   203,672 
Due to related parties  75,000   75,000 
Royalty payable  1,904,621   1,772,918 
PPP loan payable  29,740   29,740 
Operating lease liabilities - current portion  115,115   116,791 
Total current liabilities  2,632,087   2,413,378 
         
Long-term liabilities        
Operating lease liabilities  64,835   91,559 
Total long-term liabilities  64,835   91,559 
         
TOTAL LIABILITIES  2,696,922   2,504,937 
         
Commitments and Contingencies - Note J        
         
Series A redeemable convertible preferred stock; $0.0001 par value, 1,000,000 shares authorized; 17,000 shares and 19,500 shares issued and outstanding as of February 28, 2021 and November 30, 2020, respectively (liquidation preference of $123,995 and $124,601, respectively). Stated at redemption value.  183,495   192,851 
         
Series B redeemable convertible preferred stock; $0.0001 par value, 1,000,000 shares authorized; 229,250 and 229,250 shares issued, 226,750 and 226,750 shares outstanding as of February 28, 2021 and November 30, 2020 (liquidation preference of $1,108,759 and $1,074,852, respectively). Stated at redemption value, net of Treasury Stock (2,500 shares)  1,898,334   1,864,427 
         
Stockholders’ deficit        
Convertible Preferred Stock Series A - 15%, $0.0001 par value, 1,000,000 shares authorized, 17,000 and 19,500 shares issued and outstanding, respectively  -   - 
Convertible Preferred Stock Series B - 12%, $0.0001 par value, 1,000,000 shares authorized, 229,250 and 229,250 shares issued and outstanding, respectively  -   - 
Common stock - $0.0001 par value, 100,000,000 shares authorized; 30,709,948 and 29,853,327 shares issued and outstanding, respectively  3,071   2,985 
Additional paid-in capital  7,862,432   7,380,018 
Stock payable  104,000   486,250 
Accumulated deficit  (12,342,502)  (11,930,308)
TOTAL STOCKHOLDERS’ DEFICIT  (4,372,999)  (4,061,055)
         
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT $405,752  $501,160 

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

4


EXEO ENTERTAINMENT, INC.       
STATEMENTS OF CASH FLOWS       
(unaudited)       
 
 
 
 
 
 
 
 
 
 
 
Nine months ended
 
 
 
August 31,
 
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
Net loss for the period
 $(1,038,027)
 $(1,059,250)
Adjustments to reconcile net loss to net cash used in operating activities
    
    
Depreciation
  22,706 
  24,133 
Stock-based compensation to officers
  150,003 
  150,003 
Shares issued for services
  150,000 
  - 
Changes in assets and liabilities
    
    
Decrease (Increase) in pre-paid expenses
  (112,502)
  (2,358)
Decrease (Increase) in inventory
  (27,394)
  13,236 
(Decrease) Increase in accounts payable and accrued expenses
  4,181 
  2,058 
Decrease in accrued interest - related party
  3,489 
  3,428 
Increase in payroll liabilities
  18,639 
  18,638 
Increase in royalty payable
 274,056
  186,955 
Net Cash Used in Operating Activities
  (554,849)
  (663,157)
 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES
    
    
Acquisition of property and equipment
  0 
  (10,430)
Cash Flows Used in Investing Activities
  0 
  (10,430)
 
    
    
CASH FLOWS FROM FINANCING ACTIVITIES
    
    
       Proceeds from issuance of common stock, net of issuance costs
  607,702 
  211,322 
       Proceeds from issuance of preferred stock, net of issuance costs
  - 
  200,250 
       Repurchase of Series B preferred stock for treasury
  (15,000)
  - 
Proceeds from related party debt
  - 
  - 
Payments to related party debt
  - 
  - 
Payments on notes payable - auto loan (principal)
  (6,994)
  (10,514)
Cash Flows Provided by Financing Activities
  585,708 
  401,058 
 
    
    
Net increase in cash and cash equivalents
  30,859 
  (272,529)
 
    
    
Cash and cash equivalents, beginning of the period
  131,001 
  427,663 
 
    
    
Cash and cash equivalents, end of the period
 $161,860 
 $155,134 
 
    
    
SUPPLEMENTAL CASH FLOW INFORMATION:
    
    
Cash paid for interest
 $- 
 $- 
Dividend of redeemable preferred stock
 $121,980 
 $117,222 
The accompanying notes are an integral part of these financial statements.EXEO ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

  For the three months ended 
  February 28 and 29, 
  2021  2020 
REVENUES $3,445  $9,763 
COST OF GOOD SOLD        
Cost of direct materials, shipping and labor  (3,302)  (6,597)
GROSS PROFIT  143   3,166 
         
OPERATING EXPENSES        
General and administrative  253,953   322,831 
Executive compensation  47,374   33,567 
Professional fees  15,558   11,800 
Depreciation and amortization  3,974   5,328 
TOTAL OPERATING EXPENSES  320,859   373,526 
         
LOSS FROM OPERATIONS  (320,716)  (370,360)
         
OTHER EXPENSE        
Gain (Loss) from foreign currency transactions  (53,205)  13,688 
Interest expense - related party  (1,146)  (1,159)
Interest expense and financing expense  (76)  (41,535)
TOTAL OTHER EXPENSES  (54,427)  (29,006)
         
INCOME TAX PROVISION  -   - 
         
NET LOSS  (375,143)  (399,366)
         
DIVIDEND OF REDEEMABLE PREFERRED STOCK  (37,051)  (40,660)
         
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $(412,194) $(440,026)
         
NET LOSS PER SHARE: BASIC AND DILUTED $(0.01) $(0.02)
         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED  30,220,428   29,065,306 

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

5

EXEO ENTERTAINMENT, INC.
CONDENSED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
(unaudited)
   
              Additional     Total
  Series A Preferred Stock Series B Preferred Stock Common Shares Paid-In Stock Accumulated Stockholders'
  Shares Amount Shares Amount Shares Amount Capital Payable Deficit Deficit
Balance, November 30, 2020  19,500  $192,851   22,950  $1,864,427   29,853,327  $2,985  $7,380,018  $486,250  $(11,930,308) $(4,061,055)
                                         
Cash received for sale of common stock, net of issuance costs  —     —     —     —     669,121   67   338,683   (251,000)  —     87,750 
                                         
Stock issued for conversion of preferred stock  (2,500)  (12,500)  —     —     12,500   1   12,499   —     —     12,500 
                                         
Stock issued for services  —     —     —     —     175,000   18   131,232   (131,250)  —     —   
                                         
Dividend of redeemable preferred stock  —     3,144   —     33,907   —     —     —     —     (37,051)  (37,051)
                                         
Net loss for the three months ended February 28, 2021                      —     —     —     (375,143)  (375,143)
Balance, February 28, 2021  17,000  $183,495   22,950  $1,898,334   30,709,948  $3,071  $7,862,432  $104,000  $(12,342,502) $(4,372,999)

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

6

EXEO ENTERTAINMENT, INC.
CONDENSED STATEMENT OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
(unaudited)
                     
              Additional     Total
  Series A Preferred Stock Series B Preferred Stock Common Shares Paid-In Stock Accumulated Stockholders'
  Shares Amount Shares Amount Shares Amount Capital Payable Deficit Deficit
Balance, November 30, 2019  19,500  $177,985   234,250  $1,860,692   29,054,235  $2,905  $6,724,009  $22,500  $(10,119,541) $(3,370,127)
                                         
Cash received for sale of common stock, net of issuance costs  —     —     —     —     —     —     —     190,000   —     190,000 
                                         
Cash received for exercise of warrants, net of issuance costs  —     —     —                     85,000       85,000 
                                         
Stock issued for conversion of preferred stock  —     —     (5,000)  (5)  34,740   4   1   —     —     5 
                                         
Modification of warrants  —     —     —     —     —     —     41,460   —     —     41,460 
                                         
Dividend of redeemable preferred stock  —     3,657   —     37,004   —     —     —     —     (40,660)  (40,660)
                                         
Net loss for the three months ended February 29, 2020                      —     —     —     (399,366)  (399,366)
Balance, February 29, 2020  19,500  $181,642   229,250  $1,897,691   29,088,975  $2,909  $6,765,470  $297,500  $(10,559,567) $(3,493,688)

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

7


EXEO ENTERTAINMENT, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

  For the three months ended 
  February 28 and 29, 
  2021  2020 
       
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(375,143) $(399,366)
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation and amortization  3,974   5,327 
Non cash lease expense  175   1,525 
Modification of warrants  -   41,460 
Changes in assets and liabilities        
Decrease (Increase) in accounts receivable  323   10,934 
Decrease (Increase) in prepaid expenses  (20,162)  (4,019)
Decrease (Increase) in inventory  2,703   4,477 
(Decrease) Increase in accounts payable and accrued expenses  80,288   (15,933)
Decrease in accrued interest - related party  1,146   1,159 
Increase in accrued payroll - officers  7,248   5,136 
Increase in royalty payable  131,703   62,210 
Net Cash Used in Operating Activities  (167,745)  (287,090)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
 Website development  (8,175)  - 
Acquisition of property and equipment  -   (7,180)
Cash Flows Used in Investing Activities  (8,175)  (7,180)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from issuance of common stock, net of issuance costs  87,750   190,000 
Proceeds from exercise of warrants  -   85,000 
Payments on notes payable - auto loan  -   (2,523)
Cash Flows Provided by Financing Activities  87,750   272,477 
         
Net change in cash and cash equivalents  (88,170)  (21,793)
         
Cash and cash equivalents, beginning of the period  170,852   96,923 
         
Cash and cash equivalents, end of the period $82,682  $75,130 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid during the period for:        
Cash paid for interest $-  $- 
Cash Paid for income taxes $-  $- 
Non-cash financing activities:        
Conversion of preferred stock $12,500  $- 
Dividend of redeemable preferred stock $37,051  $40,660 

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

8

EXEO ENTERTAINMENT, INC.
Notes to Financial Statements
EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

(Unaudited)

August 31, 2017
Note A:SUMMARYBASIS OF SIGNIFICANT ACCOUNTING POLICIESPRESENTATION
This summary of significant accounting policies of Exeo Entertainment, Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements.

The foregoing unaudited interim financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform tohave been prepared in accordance with generally accepted accounting principles for interim financial information and have been consistently applied towith the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the year ended November 30, 2020. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

Operating results for the three-month period ended February 28, 2021 are not necessarily indicative of the results that may be expected for the year ending November 30, 2021.

The preparation of the financial statements. The Company will adopt accounting policies and procedures based upon the nature of future transactions.

Nature of Business
The Company was incorporated in Nevada on May 12, 2011. The Company is based in Las Vegas, Nevada, and designs, develops, licenses, manufactures, and distributes its products. The Company plans to market the Zaaz™ Keyboard, to be used with Samsung’s Smart TV® as well as other smart devices, the Extreme Gamer™, and other new peripheral products for the video gaming industry, including the Psyko Krypton™ surround sound gaming headphones.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are presentedpublished, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumption are inherent in US dollars.
Accounting Basis
the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Reclassification of Treasury Stock

The accompanying condensed consolidated balance sheet as of November 30, 2020 has been corrected to reclassify $12,500 from Stockholders’ deficit to a reduction in the amount of Series B redeemable convertible preferred stock after the Company usesreevaluated the accrual basisnet redemption value of accounting andSeries B redeemable convertible preferred stock.


EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP” accounting).  requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of the Company’s patents, fair value of the Company’s common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company has adopted adesignates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of February 28, 2021 and November 30, fiscal year end.

2020 because of the relative short term nature of these instruments. At February 28, 2021 and November 30, 2020, the fair value of the Company’s debt approximates carrying value.

Foreign Currency Transactions

Transaction gains and losses, such as those resulting from the settlement of nonfunctional currency receivables or payables, including intercompany balances, are included in foreign currency gain (loss) in our consolidated statements of earnings.  Additionally, payable and receivable balances denominated in nonfunctional currencies are marked-to-market at month-end, and the gain or loss is recognized in our statements of operations.

Cash and Cash Equivalents

The Company considers cash on hand, cash in banks, certificates of deposit, time deposits, and U.S. government and other short-term securities with maturities of three months or less when purchased as cash and cash equivalents.

Fair Value of Financial Instruments
The Company’s financial instruments consist ofCompany does not have cash and cash equivalents, accounts payable, notes payable, and accrued expenses. 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.
equivalents.

Inventory

Inventories are stated at the lower of cost notor market, using the average cost method, which approximates the first in, first out method (“FIFO”). If net realized value is less than cost at the balance sheet date, the carrying amount is reduced to exceed fair market value. Thethe realizable value, and the difference is recognized as a loss on valuation of inventories within cost of sales. Inventory reserves are established when conditions indicate that the Company’s inventory $254,479net realizable value is less than costs due to physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and $227,085 at August 31, 2017 and November 30, 2016, respectively has been determined using the first-in first-out (FIFO) method. The reduction in current costs as compared to LIFO costs of inventory equals zero at August 31, 2017 and November 30, 2016, respectively.circumstances. See Note C for additional information.

10


EXEO ENTERTAINMENT, INC.
Notes to Financial Statements

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

(Unaudited)

August 31, 2017
Note A:B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

Allowance for Uncollectible Accounts

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at February 28, 2021 and November 30, 2020, respectively.

Property and Equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, as follows:

DescriptionEstimated Life
Furniture & Equipment5 years
Vehicles5 years
Computer Equipment3 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations. There were no dispositions during the periods presented.

KrankzAudio Website

The Company decided to redesign a new Shopify website (krankzaudio.com) in October 2020. The redesign is to increase online sales with a hyper-focused conversion strategy. The website consists of a search engine that users may access in order to compare the prices of different consumer products, which is known as a price comparison website. The new website was launched on January 18, 2021, and the estimated useful life is 3 years.

Impairment of Long-Lived Assets

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. No impairments were recorded at August 31, 2017.February 28, 2021. For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

11

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.

Revenue recognition occurs at the time we satisfy a performance obligation to our customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability is probable.

For the three months ended February 28, 2021 and February 29, 2020, the Company recognized $3,445 and $9,763 in revenue, respectively.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Management Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

EXEO ENTERTAINMENT, INC.
Notes to Financial Statements

(Unaudited)

August 31, 2017
Note A:SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. For the nine months ended August 31, 2017 and 2016, the Company recognized $9,487 and $24,727 in revenue, respectively.
Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Stock-Based Compensation

Pursuant

The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC Topic 718,718-10 requires measurement of the Company recordedcost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the stock options on a monthly basis overaward (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the vesting period as stock-based compensation expense. The fair value of the options is calculated using the Black-Scholes method as of thegrant date of grant. In fiscal year 2012, the Company adopted an incentive stock option plan for its employees. In fiscal year 2012 the Company granted stock options to three officers of the Company.

must be recognized.

Concentrations of Risk

The Company’s bank accounts are deposited in insured institutions. The maximum insured by the FDIC per bank account is not an issue here since the Company’s bank accounts do not bear any interest and the FDIC limits far exceed balances on deposit. The Company’s funds were held in a single account. At August 31, 2017,February 28, 2021, the Company’s bank balance did not exceed the insured amounts.

12

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting for Research and Development Costs

The Company records an expense in the current period for all research and development costs, which include Hardware Development Costs. The Company does not capitalize such amounts. Pursuant to ASC Topic 730 Research and Development, once we determine that our Extreme Gamer video game console is technologically feasible and a working model is put into use, the Company will capitalize Software Development costs associated with its products. Once this occurs we will determine a useful life of our software and apply a reasonable economic life of five years or less. At this time, our software development costs only relate to the Extreme Gamer and Zaaz keyboard hardware. The software development costs cannot be separated from the associated hardware development. We do not develop stand-alone software for sale to the retail consumers, rather we develop software in order to operate the designed hardware. The software is designed to be encoded within chips inside the hardware. Thus, it has been determined that the current software development costs, which are intertwined within the hardware development, are to be expensed rather than capitalized pursuant to ASC Topic 730.

This conclusion is also based upon our decision to devote further research and development costs in the support of our product interface to the video game players: Sony PS4® (and other products such as Nintendo Switch® and Microsoft Xbox One®).


EXEO ENTERTAINMENT, INC.
Notes to Financial Statements

(Unaudited)

August 31, 2017
Note A:SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Liquidity and Going Concern

The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has incurrednot generated sufficient revenues from product sales to provide sufficient cash flows to enable the Company to finance its operations internally. At February 28, 2021, the Company has an accumulated deficit of ($6,869,990) since inception. The$12,342,502. For the three months ended February 28, 2021, the Company incurred significant initial researchhad a net loss of $375,143, and product development costs, including expenditures associated with hardware engineering and the design and developmenta working capital deficiency of its hardware components and prototypes associated with the Zaaz™ keyboard, the Extreme Gamer, and the Psyko Krypton™ surround sound gaming headphones. The Company also incurred costs associated with its acquisition of property, plant and equipment for its 10,000 square foot office and warehouse.

$2,464,741. These factors createraise substantial doubt about the Company’s ability to continue as a going concern.concern within one year from the date of filing.

Over the next twelve months management plans raise additional capital and to invest its working capital resources in sales and marketing in order to increase the distribution and demand for its products. If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing efforts. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations. The financial statements do not include any adjustments to reflectthat might be necessary if the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company is unable to continue as a going concern.

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The abilityCOVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company to continue as a going concern is dependent onfinancially; however, management cannot presently predict the Company generatingscope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash from the sale of its common stock or obtaining debt financing and attaining future profitable operations.

Management’s plan includes selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
flow. 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.flow except as noted below.

13

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENTRecent Accounting Pronouncements (continued)

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC Topic 820. This guidance is effective for public companies in fiscal years beginning after December 15, 2019, with early adoption permitted. Effective January 1, 2020, we adopted ASU 2018-13.  The implementation of this standard did not have any material impact on our consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. This amendment is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Note C: INVENTORIES

The value of inventory was $51,622 and $54,325 as of February 28, 2021 and November 30, 2020, respectively, and consists of 100% of finished goods.

Inventory reserves are established when conditions indicate that the net realizable value is less than costs due to physical deterioration, obsolescence, changes in price levels, or other causes based on individual facts and circumstances. The Company owned propertyhas established an allowance for slow moving inventory. As of February 28, 2021 and equipment,November 30, 2020, the inventory reserve was $217,297 and $217,297, respectively.

  February 28, 2021  November 30, 2020 
Headphones $64,610  $67,310 
Licensed Ford Accessories  204,309   204,312 
Total Inventory  268,919   271,622 
Less: inventory reserve  (217,297)  (217,297)
Inventory, net $51,622  $54,325 

Note D: WEBSITE DEVELOPMENT COSTS

The Company decided to redesign a new Shopify website (krankzaudio.com) in October 2020. The redesign is to increase online sales with a hyper-focused conversion strategy. The website consists of a search engine that users may access in order to compare the prices of different consumer products, which is known as a price comparison website. The new website was launched on January 18, 2021. The Company recorded at cost, which consisted ofand the following at August 31, 2017 and November 30, 2016:

 
 
August 31, 2017
 
 
November 30, 2016
 
Furniture and fixtures
 $21,499 
 $21,499 
Office & computer equipment
  37,982 
  37,982 
Vehicles
  96,943 
  96,943 
     Subtotal
  156,424 
  156,424 
Less: Accumulated depreciation
  (114,187)
  (91,481)
    Property and equipment, net
 $42,237 
 $64,943 
Depreciation expense was $22,707 and $24,133 forestimated useful life is 3 years.

For the ninethree months ended August 31, 2017 and 2016.

Note C: PREPAID EXPENSES
At August 31, 2017, the balance of prepaid expenses on the balance sheet ofFebruary 28, 2021, the Company is $164,371, which is comprised of a prepayment of consulting fees, prepayment of an annual fee for investor relations, a deposit on product placement and rent paid in advance. At November 30, 2016, the balance of prepaid expenses on the balance sheet of the Company was $51,869. Prepaid expenses at November 30, 2016 consisted of a deposit on inventory not delivered, deposit on product placement and prepayment of an annual fee for investor relations.

EXEO ENTERTAINMENT, INC.
Notes to Financial Statements
(Unaudited)
August 31, 2017
Note D: PATENT AND TRADEMARKS
In June 2013, the Company executed a license agreement with Psyko Audio Labs Canada to manufacture and distribute the Carbon and Krypton line of patented headphones. US Patent # 8,000,486 (for the Psyko Krypton™ surround sound gaming headphones). On April 2, 2015, Krank Amplifiers, LLC submitted to the U.S. Patent and Trademark Office a request for a design mark as to “Krank Amplifiers”) for registry on the Principal Register (serial number 86585697). This design mark includes the name Krank Amplifiers. The requested goods and services category is for IC 009, which is the same category in which our Company would request as to our common law trademark “Krankz™.” This amplifier company submitted its mark on the basis of 1B – not yet in commerce, while our Company has used the name Krankz™ in commerce for several years, well before Krank Amplifiers. As of the date of this report, no official action has been taken by the U.S. PTO. We may no longer be able to use the common law trademark “Krankz™” if Krank Amplifiers is granted its trademark and we do not file an opposition to such mark or we do not prevailrecorded $1,362 in the defense of our mark in the U.S. Trademark and Trial Appeal Board (TTAB).amortization expense.

14

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note E:COMMON STOCK

The Company has 100,000,000 shares at $0.0001 par value common stock authorized and 25,274,28730,709,948 and 24,764,12929,853,327 shares issued and outstanding at August 31, 2017February 28, 2021 and November 30, 2016,2020, respectively.

During the three months ended August 31, 2017,

On June 25, 2020, the Company sold 234,453issued 20,000 shares of common stock for warrants exercise, which was considered owed as a common stock payable.

On July 1, 2020, the Company sold 17,301 shares of common stock to an investor in exchange of $12,500. On January 22, 2021, the 25,000 shares had been issued.

On July 10, 2020, the Company received $60,000 for warrants exercises of 150,000 common shares. The stock was considered owed as a common stock payable as of February 28, 2021. As the date of filing, the shares have not been issued.

On August 19, 2020 the Company sold 17,301 shares of common stock to an investor in exchange of $12,500. On January 22, 2021, the shares have been issued.

On September 28, 2020, the Company sold 50,000 common shares in exchange of $25,000. The Stock was considered owed as a common stock payable as of November 30, 2020. On January 22, 2021, the shares have been issued.

On September 29, 2020, the Company sold 200,000 common shares in exchange of $100,000. The Stock was considered owed as a common stock payable as of November 30, 2020. On January 22, 2021, the shares have been issued.

On September 30, 2020, the Company sold 20,000 common shares in exchange of $10,000. The Stock was considered owed as a common stock payable as of November 30, 2020. On January 22, 2021, the shares have been issued.

On September 30, 2020, the Company sold 17,301 common shares in exchange of $12,500. On January 22, 2021, the shares have been issued.

On October 5, 2020, the Company sold 18,383 common shares in exchange of $12,500. The Stock was considered owed as a common stock payable as of November 30, 2020. On January 22, 2021, the shares have been issued.

On October 8, 2020, the Company sold 150,000 common shares in exchange of $75,000. The Stock was considered owed as a common stock payable as of November 30, 2020 On January 22, 2021, the shares have been issued.

On November 18, 2020, the Company sold 25,000 common shares to an investor in exchange of $12,500. The Stock was considered owed as a common stock payable as of November 30, 2020. On January 22, 2021, the shares have been issued.

On December 14, 2020, the Company issued 12,500 shares of common stock for the conversion of 2,500 shares of Series A Preferred Stock.

On January 5, 2021, the Company sold 12,500 common shares in exchange of cash totaling $186,500. $6,250. On January 22, 2021, the shares have been issued.

On January 12, 2021, the Company sold 113,636 common shares to an investor in exchange of cash $50,000. On January 22, 2021, the shares have been issued.

15

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note E: COMMON STOCK (CONTINUED)

On January 28, 2021, the Company sold 20,000 common shares in exchange of cash $5,000. The stock was considered owed as a common stock payable as of February 28, 2021. As of the date of filing, the shares have not  been issued.

On February 15, 2021, the Company sold 31,289 common shares to an investor in exchange of cash $12,500. The stock was considered owed as a common stock payable as of February 28, 2021. As of the date of filing, the shares have not been issued.

On February 19, 2021, the Company sold 56,000 common shares to an investor in exchange of cash $14,000. The stock was considered owed as a common stock payable as of February 28, 2021. As of the date of filing, the shares have not been issued.

The price per share is equal to eighty-five percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. In addition, for each share of common stock purchased, each investor shall receive two warrants. Warrant A shall provide the investor the right to purchase one additional share of the Company’s common stock equal to one hundred percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. Warrant B shall provide the investor the right to purchase one additional share of the Company’s common stock equal to one hundred twenty-five percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. The stock was subscribed for; however,Warrant C shall provide the certificates representinginvestor the shares were not issued as of August 31, 2017 and, resultantly, are considered owed as a common stock payable of $186,500.

On August 10, 2017, the Company entered into a Consulting Agreement with a third-party, for which it is obligatedright to issue 200,000purchase two additional shares of its common stock with a fair market value of $150,000.  The stock was subscribed for; however, the certificates representing the shares were not issued as of August 31, 2017 and, resultantly, are considered owed as a common stock payable of $150,000.

EXEO ENTERTAINMENT, INC.
Notes to Financial Statements
(Unaudited)
August 31, 2017
Note F:PREFERRED STOCK
Issuances of Series A Convertible Preferred Stock
Since March 3, 2014, the Company has not offered or sold any Series A Convertible Preferred Stock and has no intent to do so during fiscal year ended November 30, 2017.
Issuances of Series B Convertible Preferred Stock
On January 14, 2014, the Board of Directors of Exeo Entertainment, Inc. (the “Company” adopted a resolution pursuant to the Company’s Certificate of Incorporation, as amended, providing for the designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, of the Series B Convertible  Preferred Stock.
On January 18, 2014, the Company filed a Certificate of Designations for a Series B Convertible Preferred Stock. The authorized number of Series B Convertible Preferred Stock is 1,000,000 shares, par value 0.0001. The holders of shares of Series B Convertible Preferred Stock shall vote as a separate class on all matters adversely affecting the Series B Stock.  The authorization or issuance of additional Common Stock, Series B Convertible Preferred Stock or other securities having liquidation, dividend, voting or other rights junior to or on a parity with, the Series B Convertible Preferred Stock shall not be deemed to adversely affect the Series B Convertible Preferred Stock. In each case the holders shall be entitled to one vote per share.  During the conversion period, each Series B Preferred share may be converted to common stock at a fixed conversion price of $1.25equal to $0.50 per share or the Variable Conversion Price set forth in the Company’s Certificate of Designation. Series B stock bears interest at 12% per annum, paid annually, with principal paid at maturity twenty-four (24) months after the date of issuance of the stock. See table below in this note. Principal repayment may not apply if the stockholder exercises the right to convert all preferred stock to common stock during the conversion period.
share.

All shares of redeemable convertible preferred stock have been presented outside of permanent equity in accordance with ASC 48-10, Classification and Measurement of Redeemable Securities. The Company accretes the carrying value of its Series A and B redeemable convertible preferred stock to its estimate of fair value (i.e. redemption value) at period end. The estimated fair value of the Series A and Series B redeemable convertible preferred stock at August 31, 2017 was $145,080 and $1,539,926, respectively.


EXEO ENTERTAINMENT, INC.
Notes to Financial Statements
(Unaudited)
August 31, 2017
Note G:RELATED PARTY TRANSACTIONS
Notes Payable to Officer
An officer received promissory notes from the Company in exchange for loans from the officer for $85,000. The terms of the notes provide that the Company shall repay the principal of each note in full within nine months of the date of each note. In addition, the Company is obligated to pay interest at a flat rate of 6.00% upon maturity of each note. At the sole discretion of the officer, the notes may be extended for an additional nine month term. The Officer agreed to extend the notes for an additional nine month period. The maturity dates after the extensions are reflected below. In August 2015, the Company made a $10,000 payment to an officer towards the entire principal of one note dated December, 2013. The principal balance as of August 31, 2017 was $75,000. The Company made no payment towards $17,628 accrued interest. As of the date of this filing, the notes are in default and is being negotiated.
Date of Each NoteAmount of Each NoteAccrued Interest through the Maturity DateMaturity Date of Each Note
December 30, 2013$25,000$6,417February 28, 2017
January 24, 2014$50,000$11,211February 28, 2017
Compensation of Officers
The Company entered into officer compensation agreements with two officer/directors collectively receives $150,000 per annum as cash compensation. The Company pays the two officers a total of $12,500 per month.
The amount paid to the two officers in total was $280,722 and $271,822 during the nine months ended August 31, 2017 and 2016, respectfully. Each officer/director received compensation in the form of non-cash incentive stock options granted on July 15, 2012. The fair value of the stock options were a total of $50,001. Each person received 2,000,000 stock options.
Note H: F: COMMITMENTS AND CONTINGENCIES

Royalty Payable Obligation

At January 1, 2015, the Company is obligated to pay minimum monthly royalties of approximately $80,000 (CDN $100,000) per quarter for the remaining term of the Psyko Audio Labs contract.   The company carries the risk of currency exchange rate fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars.  Royalty payable was $752,585$1,904,621 as of August 31, 2017.February 28, 2021. For the ninethree months ended August 31, 2017,February 28, 2021 and February 29, 2020, royalty expense and the related lossgain/(loss) on foreign currency transactions was $230,083were ($53,205) and $(43,974),13,688, respectively.

Operating Lease Obligation
On October 25, 2012,

Note G: LEASES

In the first quarter of fiscal 2019, the Company signedadopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” and related amendments.

The Company leases certain property consisting principally of its corporate headquarters, its retail stores, the majority of its distribution and fulfillment centers, and certain equipment under operating leases. Many of the Company’s leases include options to renew at the Company’s discretion. The renewal options are not included in the measurement of right-of-use (“ROU”) assets and lease liabilities as the Company is not reasonably certain to exercise available options. Rent escalations occurring during the term of the leases are included in the calculation of the future minimum lease payments and the rent expense related to these leases is recognized on a straight-line basis over the lease term. 

The Company determines whether an agreement contains a lease at inception based on the Company’s right to obtain substantially all of the economic benefits from the use of the identified asset and its right to direct the use of the identified asset. Lease liabilities represent the present value of future lease payments and the ROU assets represent the Company’s right to use the underlying assets for the respective lease terms. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. The ROU asset is further adjusted to account for previously recorded lease-related expenses such as deferred rent and other lease liabilities. As the Company’s leases do not provide an implicit rate, the Company uses its current office and warehouse. incremental borrowing rate as the discount rate to calculate the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate that would be required to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

16

EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note G: LEASES (CONTINUED)

The Company executedelected not to recognize a one yearROU asset and a lease liability for leases with an initial term of twelve months or less and not to separate lease and non-lease components. In addition to minimum lease payments, certain leases require payment of a proportionate share of real estate taxes and certain building operating expenses or payments based on a percentage of sales in excess of a specified base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability of the payment amount and are recorded as a lease expense in the period incurred. The Company’s lease agreements do not contain residual value guarantees or significant restrictions or covenants other than those customary in such arrangements. As of February 28, 2021, the Company did not have material leases that had been signed but not yet commenced. 

The Company entered into the office lease extension effective October 1, 2014. The original lease contains an optionagreement with the landlord in September 2020 for a three-year renewal; which shalltwo years and is set to expire on September 30, 2016.2022. The monthly minimum rental payment is $9,162 from October 1, 2020 to September 30, 2021 and $9,391 from October 1, 2021 to September 30, 2022.

The components of lease cost are as follows:

              For the three months ended
February 28, 2021
 
Operating lease cost $31.554 
Total lease cost  $31,554 

Note H: LEASES

The following table discloses the weighted average remaining lease term and weighted average discount rate for the Company’s leases as of February 28, 2021:

For the three months ended
February 28, 2021
Remaining lease term – operating leases (years)1.45
Incremental borrowing rate5.57%

As of February 28, 2021, the Company had the following future minimum operating lease payments:

Fiscal Year                  
2021  92,997 
2022   93,912 
Total lease payments  186,909 
Adjusted for interest  6,959 
Total lease obligation $179,950 

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EXEO ENTERTAINMENT, INC.
Notes to Condensed Financial Statements
February 28, 2021
(Unaudited)

Note I: Loan Payable

On May 26, 2020, the Company executed the Paycheck Protection Loan (“Loan”) with Wells Fargo Bank for $29,740. The loan is due on May 26, 2022. The Company signed an additional one-year leaseagreed the loan bears interest at 1% per annum. The Company needs to pay $1,252.09 monthly payment starting at November 26, 2020. The accrued interest is $235 as of February 28, 2021. The Company believes current economic uncertainty relating to the Coronavirus crisis makes the loan necessary to support our ongoing operations. The Company anticipates that the entire balance of the loan will be forgiven based on our disbursements of payroll and rent.

Note J: Net Loss Per Share Attributable to Common Stockholders

The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers all series of convertible preferred stock issued and outstanding to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of convertible preferred stock issued and outstanding do not have a contractual obligation to share in losses.

The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, common stock warrants and securities such as convertible preferred stock and convertible preferred stock warrants that were issued and outstanding, which are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Basic and diluted net loss per common share was the same termsfor each period presented, as the prior lease. inclusion of all potential common shares outstanding would have been antidilutive.

  

 Three Months Ended

 
  February 28,
2021
 February 29,
2020
 
Numerator:     
Net loss  $(412,194)   $(440,026)  
      
Denominator:     
Weighted-average basic shares outstanding  30,220,428   29,065,306 
Effect of dilutive securities     
Weighted-average diluted shares  30,220,428   29,065,306 
      
Net loss per common share – basic and diluted  $(0.01)  $(0.02) 

The typical monthly rent expense is $7,006, which includes base rentfollowing weighted-average outstanding shares of $5,496 and common area maintenancestock equivalents were excluded from the computation of $1,510. Rent expense was $63,054 and $63,054diluted net loss per share attributable to common stockholders for the six months ended August 31, 2017periods presented because the impact of including them would have been antidilutive:

  February 28, 2021 February 29, 2020
Convertible preferred stock (as converted)  821,836   842,052 
Common stock warrants (as exercised)  4,624,213   5,133,482 
Total  5,446,049   5,975,534 

Note K: SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and 2016, respectively.


EXEO ENTERTAINMENT, INC.
Notesdetermined that there are no additional material subsequent events to Financial Statements
(Unaudited)
August 31, 2017
Note H: COMMITMENTS AND CONTINGENCIES (CONTINUED)
Note Payablereport except for Vehicle Financing Obligations
On September 27, 2012, the Company acquired a pre-owned company vehicle on credit. The original cost basis was $49,824. On November 13, 2015,disclosure below.

As of the Company tradeddate of this filing, the vehicle for a new leased vehicle for $6,714 due at signing. The Company is obligated to pay a total of $51,963 for 36 months with a monthly payment of $1,196.issue 273,628 common shares to various investors, and these common shares are recorded as $104,000 in stock payable. These common shares have not been issued.

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On November 13, 2015, the Company acquired a pre-owned company vehicle on credit. The original cost basis was $56,963. The Company paid $5,000 as a down payment. The amount financed by the seller is $48,259, and the Company makes monthly payments of $866. The Company is obligated to pay a total of $51,963 over the course of the loan. This note bears interest at the annual percentage rate of 2.9%, and the term is 60 months. The total finance charge associated with this note is $3,704.

Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations


OVERVIEW

Exeo Entertainment, Inc. designs, develops, licenses, manufacturers, and markets consumer electronics in the video gaming, music and smart TV sector. Our current business objectives are:

· 
Complete product development and establish channels of distribution, and
· 
Expand SKUs within the headphone market for both music and gaming

Complete product development and establish channels of distribution, and

Expand SKUs within the headphone market for both music and gaming

Activities to date

We incorporated in the state of Nevada on May 12, 2011. For the quarterthree months ended August 31, 2017,February 28, 2021, we generated $9,487 inminimal revenues and continue to operate at a loss. Our activities have centered on the design and engineering of peripherals in the video gaming, music, and smart TV sector.

We accomplished the following:

1)We completed the molds for the Psyko™ PC model and are working on the molds for the Psyko™ console unit, and the Psyko®5.1 Surround Sound Gaming Headsets (with built-in microphone) with external amplifier for Personal Computers.

2)We have an “Exclusive Distributor” Agreement with Axcel Electronics Thailand Company Limited (Cableicons, Inc.) to distribute and sell the “Ford Officially Licensed Cell Phone Accessories” in all wholesale and retail channels in the USA and Canada.

3)We are also working with Vegas Golden Knight NHL team and have designed a custom Krankz headphone for them.

Products and Services

Products under development include the Psyko™ 5.1 surround sound gaming headphones for consoles and Krankz™ MAXX Bluetooth™ wireless headphones, Zaaz™ Smart TV keyboards, the Extreme Gamer®; a multi-disc video game changer, and an android based portable gaming system. We are finalizing development on the Zaaz™ keyboard and will soon begin tooling for manufacturing. The Extreme Gamer™ and portable gaming system are still in development.  We expect to release several new products in fiscal years 2017 and 2018.

headphones.

Strategy and Marketing Plan

Once manufacturing

Manufacturing is established, so we intend on utilizing existing consumer electronics distributers, such as Synnex Corp. (SNX) and Ingram Micro to distribute our products to big box retailers such as Best Buy, GameStop, and Fry’s Electronics. We do not have distribution agreements with these companies at this time.

Competition

Psyko ™ Headphones

While our Psyko™ headphone offering differs from the competition in the method of 5.1-surround sound delivery, we will face competition from manufacturers with established channels of distribution, mature capital structures, and significantly larger marketing budgets. Well established gaming headphone manufacturers include Turtle Beach; a private company, Tritton – a subsidiary of Mad Catz Interactive (MCZ), and Astro Gaming which is a subsidiary of Skullcandy (SKUL).

While other headphone manufacturers replicate 5.1 surround sound through Digital Signal Processing (DSP), the Psyko™ headphones use a patented method of sound delivery that doesn’t require the use of DSP. Management believes that the difference in audio quality is a major differentiating factor between our product offering and what is currently available on the market.

Krankz™ Headphones

The driver design provides a deep bass sound with clear midrange audio for a full-range for use up to 30’ distance. These headsets work with most mobile devices and have a retractable, foldable design with built-in microphone and noise cancelling feature. We expect to face competition from lifestyle headphone companies such as Beats by Dr. Dre and Skull candy. These entities are well established and have a loyal customer following. We expect to carve out a niche within the market by initially marketing to the X games demographic through endorsements and sponsorships in Extreme sports such as motocross, supercross, snowboarding, surfing, skating, and similar such sports..sports.

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Zaaz™ Keyboard
The majority

We are also, working with Vegas Golden Knights NHL team and have designed a custom Krankz Headphone for them. This is part of the competitionsponsorship agreement we entered into during 2018 and renewed in the Bluetooth wireless keyboard arena is concentrated amongst a few well-known companies such as Logitech® (LOGI), Microsoft® (MSFT), Apple® (AAPL), and Samsung® (SSNLF). While management believes that only Samsung makes keyboards specifically designed to interact with smart TVs, and that their keyboards only work with certain Samsung® TVs, there can be no assurance that other companies do not currently manufacture, or plan to manufacture, such units in the future. Any such companies that manufacture keyboards capable of connecting to a smart TV would further increase competition.


The Company intends on differentiating the Zaaz™ keyboard through a set of features designed specifically for smart TV users. The Zaaz™ keyboard features a customized set of “one touch access keys” that allows users to access specific, user defined features of the consumers smart TV. Examples include one touch access to the following: Netflix®, Facebook®, Hulu®, and Amazon®. Additionally, the Zaaz™ keyboard will differentiate itself by including a full size track pad – built into the keyboard – to navigate, point, click, and select.
Extreme Gamer®
The Extreme Gamer® is a patent pending (patent application 12/543,296) multi-disc video game changer that connects to current generation video game consoles offered by Nintendo®, Microsoft®, and Sony®.
Management believes from regularly reading Video Gaming news from sources such as IGN.com, EGNnow.com, 1up.com, and gamespot.com that no other company is currently manufacturing a multi-disc video game changer. If such a unit is being made management is unaware of its existence.
2019.

Management however acknowledges that while it cannot find any commercially available products that our patents may never be awarded and that we could face competition from any number of existing video game accessory manufacturers.

Distributor Agreement

We have an “Exclusive Distributor” Agreement with Axcel Electronics Thailand Company Limited (Cableicons, Inc.) to distribute and sell the “Ford Officially Licensed Cell Phone Accessories” to all wholesale and retail channels in the USA and Canada. Here is the link for the online Ford Officially Licensed Cell Phone Accessories Catalog. https://bit.ly/2Qo1eom

Sources and Availability of Suppliers and Supplies

Currently we have access to an adequate supply of products, from various manufacturers. These companies and their products are new, not well established, and are a subject to significant risk and uncertainty.

Dependence on One or a few Major Customers

We do not anticipate dependence on one or a few major customers into the foreseeable future.

Patents, Trademarks, Licenses, Franchise Restrictions and Contractual Obligations and Concessions

We executed a license agreement with Psyko Audio Labs Canada to manufacture and distribute the Carbon and Krypton line of patented headphones. US Patent # 8,000,486 (for the Psyko Krypton™ surround sound gaming headphones).headphones.) With regard to intellectual property rights associated with Psyko ™Psyko® Headphones, we have a license to use this mark as well as the patented technology.

We entered into a license agreement with Digital Extreme Technologies, Inc., a Delaware corporation, (also referred to as DXT) for use of certain intellectual property associated with the products being designed and developed by us. The Black Widow keyboard is now known as the Zaaz keyboard. DXT worked to design and develop the Extreme Gamer as well as the Black Widow keyboard. We continue to work under a license agreement with DXT to advance the use of technologies designed by DXT. There is no licensing fee paid to DXT during the years ended November 30, 2014 and 2015

DXT applied to the U.S. PTO for a patent of its Multi Video Game Changer. The agency assigned an application number of 12/543,296 to its application, which was published on February 25, 2010. The proposed 10 disk Video Game Changer is designed to interface directly with Sony PS3®, Nintendo Wii®, and Microsoft Xbox 360®. The Company anticipates incorporating Blu-Ray® compatible optics technology under a license agreement. This would allow users to insert Blu-Ray® discs into the Video Game Changer, and once connected to the video game console, to play movies on television. Sony PS3® is now capable of playing Blu-Ray® discs, but only with a capacity for a single disk. This technology would provide for the loading of up to 10 DVD’s, CD’s or Blu-Ray® discs into a single console that communicates with a video game console via USB. Furthermore, users would be able to plug in any external hard disc drive (“HDD”) directly into the console via an internal ATPI port, allowing movies, music and pictures to be played directly from the HDD.

In regard to intellectual property rights associated with Krankz™ Bluetooth® wireless headphones, we do not have a federally registered trademark inas to the word Krankz.marks Krankz or Krankz Maxx. Therefore, we do not have the same presumptive rights which might otherwise apply had we obtained a federally registered trademark. We have an “Exclusive Distributor” Agreement with Axcel Electronics Thailand Company Limited (Cableicons, Inc.) which covers the USA and Canada to Distribute and sell the “Ford Officially Licensed Cell Phone Accessories” in all wholesale and retail channels. We believe we have intellectual property rights to this mark under common law. If we are unable to register this mark, we may use an alternative name for these headphones.

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Sponsorship Agreement

On April 2, 2015, Krank™ Amplifiers (associatedJuly 13, 2018, the Company entered into a sponsorship agreement for headphones with guitar amplifiers) filed an applicationBlack Knight Sports and Entertainment, LLC (dba Vegas Golden Knights)(“BKSE”) for a design plus words mark onperiod through June 2021. During the Principal Register withfirst NHL season, the U.S. PTO.  Guitar amplifiers consistCompany was obligated to pay $230,000. For the second NHL season, the Company is obligated to pay $239,200 and for the third NHL season, the Company is obligated to pay $248,768. If the team goes into playoffs there could be additional fees due.

COVID-19

Since the outset of electronic communicationthe pandemic the US and amplification devicesworldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and would generally fall in the same or similar category as our Krankz™ Bluetooth® Audio Headset. Asresulting reactions and outcomes of this date of this report, no office action has been issued bygovernment, business and the U.S. PTO,general population. Closures and Krank™ Amplifiers reported in April that they have not yet made any use of this mark in interstate commerce.  We have been using this mark in interstate commerce for quite some time priordisruptions to April, 2015.  We may no longer be able to use the common law trademark “Krankz™” if Krank Amplifiers is granted its trademark and we do not file an opposition to such mark or we do not prevail in the defense of our markbusiness in the U.S. Trademarkdue to the COVID-19 pandemic have led to negative effects on our clients, in some situations, reducing demand for certain of our products. It is unclear how a prolonged outbreak with travel, commercial and Trial Appeal Board (TTAB). We shall continue to monitorother similar restrictions, may adversely affect our business operations and the statusbusiness operations of that mark to determine what impact it mightour customers and suppliers. However, we anticipate a prolonged period will have if any, as toa negative effect on our Krankz mark.

business operations.

Subsidiaries

We do not have any subsidiaries.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS

COMPARISON OF THREE MONTHMONTHS RESULTS FOR THE QUARTERS ENDED AUGUST 31, 2017 AND 2016,FEBRUARY 28, 2021 and FEBRUARY 29, 2020, RESPECTIVELY


Revenues and Gross Profit

For the three months ended August 31, 2017February 28, 2021 and 2016,February 29, 2020, the Company recognized $1,970$3,445 and $7,110$9,763 in revenue, respectively. Cost of sales for the quarter ended August 31, 2017February 28, 2021 was $2,299,$3,302, leading to a gross profit of $(329)$143 during the period. In the comparable quarter ended August 31, 206,February 29, 2020, revenue was $9,763 and cost of sales was $3,554,$6,597, resulting in a gross profit of $3,556.

Costs and$3,166.

Operating Expenses

Total cost and

Operating expenses were $384,282$320,859 and $338,001$373,526 for the three months ended August 31, 2017February 28, 2021 and 2016,February 29, 2020, respectively. The decrease was primarily due to staff turnovergeneral and decreases in legal and consulting fees paid.

administrative expenses.

Other Income and Expenses

During the course of our business, we experienced a loss from foreign currency transactions of $(15,474)$53,205 in the three monthmonths period ended August 31, 2017,February 28, 2021, compared to a gain of $505$13,688 in the comparable period ended August 31, 2016.February 29, 2020. These gains/losses and gains are associated with currency exchange rate fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars.

Interest expense associated with obligations to related parties was $1,171$1,146 and $1,146$1,159 in the three monthmonths periods ended August 31, 2017February 28, 2021 and 2016,February 29, 2020, respectively.

Interest expense and financing expense associated with non-related party obligations was $250$76 and $322$41,535 in the three monthmonths periods ended August 31, 2017February 28, 2021 and 2016, respectively.

COMPARISON OF NINE MONTH RESULTS FOR THE PERIODS ENDED AUGUST 31, 2017 AND 2016, RESPECTIVELY
Revenues and Gross Profit
For the nine month period ended August 31, 2017, the Company recognized $9,487 in revenue. Cost of sales for the period was $7,635, leading to a gross profit of $1,852 during the period.
In comparison, revenue was $24,727 during the nine months ended August 31, 2016. Cost of sales were $12,187, which resulted in a gross profit of $12,540.
At August 31, 2017, the Company had incurred an accumulated deficit of $6,869,990 since inception.
Costs and Expenses
Total cost and expenses were $990,116 and $1,056,769 for the nine months ended August 31, 2017 and 2016,February 29, 2020, respectively. The decrease was primarily due to staff turnover and decreases in legal and consulting fees paid.
Other Income and Expenses
During the courseCompany recorded the modification of our business, we experienced a loss from foreign currency transactions of $(43,974) inwarrants during the nine month periodthree months ended August 31, 2016, compared to a loss of $10,820 in the comparable period ended August 31, 2016. These gains/losses are associated with currency exchange rate fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars.
Interest expense associated with obligations to related parties was $3,489 and $3,427 in the nine month periods ended August 31, 2017 and 2016, respectively.
Interest expense associated with non-related party obligations was $2,300 and $1,086 in the nine month periods ended August 31, 2017 and 2016, respectively.

February 29, 2020.

Liquidity and Capital Resources

Other than what is described in this Report, the Company had no material commitments for capital expenditures at August 31, 2017 and 2016.

February 28, 2021.

On May 25, 2011, Exeo Entertainment, Inc. entered into an exclusive license agreement with Digital Extreme Technologies, Inc. whereby Exeo Entertainment, Inc. will manufacture and market the Extreme Gamer and Zaaz keyboard. Exeo Entertainment, Inc. will pay Digital Extreme Technologies, Inc. a 5% royalty fee on gross sales of both products.

Unless the Royalty Agreement is modified by Psyko Audio Labs Canada and the Company, at January 1, 2016, the Company is obligated to pay minimum monthly royalties of $80,000 (CDN $100,000) per quarter for the remaining term of the contract. No such modification has been made as of the date of this report. The company carries the risk of currency exchange rate fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars. For the ninethree months ended August 31, 2017February 28, 2021 and 2016,February 29, 2020, the Company made no payments towards this obligation and no royalty invoices have been received from Psyko Audio Labs. Royalty payable was $797,088 for the nine months ended August 31, 2017. For the nine months ended August 31, 2017, royalty expense and related gain on foreign currency transactions was $230,083.

$1,904,621 as of February 28, 2021.

The Company has anentered into the office lease extension agreement with the landlord in September 2020 for two years and warehouse rental lease obligation through October 31, 2017, which equals $14,012 as of August 31, 2017.is set to expire on September 30, 2022. The monthly minimum rental payment is $7,006. Rent expense was $63,054 for the nine months ended August 31, 2017$9,162 from October 1, 2020 to September 30, 2021 and 2016, respectively.

$9,391 from October 1, 2021 to September 30, 2022.

Cash Flow Information

On August 31, 2017,February 28, 2021, the Company had working capital of approximately $(482,936)($2,464,741). On November 30, 2016,2020, the Company had working capital of approximately $(358,326)$(2,174,998). The decrease in working capital of $289,743 primarily relates to an increase in royalty payable in the amount of $131,703 and accounts payable in the amount of $80,288 during the ninethree months ending August 31, 2017.February 28, 2021. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next 12 months.

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The Company had cash and cash equivalents of approximately $161,860$82,682 and $131,001$170,852 at August 31, 2017February 28, 2021 and November 30, 2016,2020, respectively. This represents an increasea decrease in cash of $30,859.

$88,170.

Cash used in Operating Activities

The Company used approximately $554,849$167,745 of cash for operating activities in the ninethree months ended August 31, 2017February 28, 2021 as compared to using $663,157$287,090 of cash for operating activities in the ninethree months ended August 31, 2016.February 29, 2020. This decrease in cash used in operating activities, is primarily attributed to andecrease in net loss, accounts receivable, and increase in inventory purchases.

accounts payable royalty payable.

Cash used in Investing Activities

The Company used $0approximately $8,175 of cash for investing activities in the ninethree months ended August 31, 2017February 28, 2021 as compared to using $10,430$7,180 of cash for investing activities in the ninethree months ended August 31, 2016.

February 29, 2020.

Cash Provided by Financing Activities

Financing activities in the ninethree months ended August 31, 2017February 28, 2021 provided $585,708$87,750 of cash as compared to providing $401,058$272,477 of cash in the ninethree months ended August 31, 2016.February 29, 2020. The difference is attributable to an increasethe decrease in cash receipts from sales of the Company’s preferredcommon stock.

The Company’s principal sources and uses of funds are investments from accredited investors. The Company would need to raise additional capital in order to meet its business plan. Management intends to secure additional funds using borrowing or the further sale of Regulation D, Section 506 securities to accredited investors in the future.

The Company anticipates that its future liquidity requirements will arise from the need to fund its growth, pay its current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from private sources and/or debt financing.

Going Concern Consideration

There is

Management included an explanatory paragraph in their footnotes on the accompanying financial statements expressing concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure.

As of February 28, 2021, the Company has cumulative losses totaling $12,342,502 and negative working capital of $2,464,741. The Company incurred a net loss of $375,143 for the three months ended February 28, 2021.

We have negative working capital and have not yet received significant revenues from sales of products. Due to the coronavirus pandemic, the Company has adversely affected our business, which the demand for our products has decreased. These factors raise substantial doubt about the Company’sour ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilitiesadjustment that may result from the possible inability of the Companymight be necessary if we are unable to continue as a going concern.


Since the outset of the pandemic the US and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population. The demand for our products has decreased and the ability of our customers to make payment for the Companyproducts they currently purchase has been negatively impacted. It is unclear how a prolonged outbreak with travel, commercial and other similar restrictions, may adversely affect our business operations and the business operations of our customers and suppliers. However, we anticipate a prolonged period will have a negative effect on our business operations.

Our ability to continue as a going concern is dependent on the Companyour generating cash from the sale of itsour common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plan includesplans include increasing revenue, selling itsour equity securities andand/or obtaining debt financing to fund itsour capital requirement and ongoing operations; however, there can be no assurance the Companywe will be successful in these efforts.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

23

Forward-Looking Statements

Many statements made in this report are forward-looking statements that are not based on historical facts. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on the management evaluation, we concluded that our disclosure controls and procedures may not be effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In the 3rd3rd Quarter, 2017,2019, management is in the process of determining how to most effectively improve our disclosure controls and procedures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal controlcontrols over financial reporting mayare not be effective as of August 31, 2017.February 28, 2021. Other than our two officers, we have no employees or contractors that have the authority to implement any changes in our internal control or financial reporting.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this quarterly report.


Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that may have materially affected, or may be reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company has no knowledge of existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest. The Company’s address for service of process in Nevada is Business Filings, Incorporated located at 311 S. Division Street, Carson City, Nevada 89703.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended August 31, 2017,February 28, 2021, the Company sold 234,453233,425 shares of common stock for cash totaling $186,500.$87,750. The price per share is equal to eighty-five percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. In addition, for each share of common stock purchased, each investor shall receive two warrants. Warrant A shall provide the investor the right to purchase one additional share of the Company’s common stock equal to one hundred percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. Warrant B shall provide the investor the right to purchase one additional share of the Company’s common stock equal to one hundred twenty-five percent of the average daily “Ask Price” as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. The stock was subscribed for; however, the certificates representing the shares were not issued as of August 31, 2017February 28, 2021 and, resultantly, are considered owed as a common stock payable of $186,500.

On August 10, 2017,$104,000. As the Company entered into a Consulting Agreement with a third-party, for which it is obligated to issue 200,000date of filing, these common shares of its common stock with a fair market value of $150,000.  The stock was subscribed for; however, the certificates representing the shares were not issued as of August 31, 2017 and, resultantly, are considered owed as a common stock payable of $150,000.
have been issued.

Item 3. Defaults Upon Senior Securities

None. All payments were made on schedule.

Item 4. Mine Safety Disclosures

Not applicable.


Item 5. Other Information

Market for the Company’s Common Stock

The Company’s common stock is traded on the over-the-counter market and quoted on the Over-The-Counter Bulletin Board (OTCBB) under the trading symbol “EXEO”. Our common stock is also quoted on OTCQB, a segment of OTC Link LLC and OTC Markets Group. As of the date of this report, there is a limited public market for our common stock. For purpose of this Item, the existence of limited or sporadic quotations should not of itself be deemed to constitute an “established public trading market,” if any, for our common stock. We can provide no assurance that our shares will be actively traded on the OTC or, that the public market will achieve or continue with any particular daily volume or price for our listed securities.

Related Party Transactions
At August 31, 2017 we owe an officer $75,000.

Item 6. Exhibits

Exhibit NumberName and/or Identification of Exhibit
  
  
  
  
101.INSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presenation Linkbase Document

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SIGNATURES

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

EXEO ENTERTAINMENT, INC.
(Registrant)
 
SignatureTitleDate
   
/s/ Jeffrey A. WeilandPresident and DirectorOctober 16, 2017April 20, 2021
Jeffrey A. Weiland  
   
   
/s/ Robert S. AmaralChief Executive Officer,October 16, 2017April 20, 2021
Robert S. Amaral Treasurer and Director 
 (Principal Executive and Financial Officer) 

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