UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): April 14, 2020
EXEO
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in charter)
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Nevada
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333-190690
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45-2224704
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4478 Wagon Trail Ave.
Las Vegas, NV 89118
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
Telephone Number, including area code: (702) 361-3188
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
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Other Events
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EXEO
Entertainment, Inc. (the “Registrant”) is furnishing
this Current Report on Form 8-K to indicate it intends to rely on
the Order of the Securities and Exchange Commission of March 4,
2020 (Release No. 34-88318) (the “Order”), which allows
for the delay of certain filings required under the Securities and
Exchange Act of 1934, as amended. The Order provides that a
registrant subject to the reporting requirements of Exchange Act
Section 13(a) or 15(d), and any person required to make any filings
with respect to such a registrant, is exempt from any requirement
to file or furnish materials with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and
Regulations 13A, Regulation 13D-G (except for those provisions
mandating the filing of Schedule 13D or amendments to Schedule
13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as
applicable.
The
Registrant is relying on the Order in connection with the
Registrant’s Quarterly Report on Form 10-Q for the quarter
ended February 29, 2020, as a result of the circumstances set forth
below. The Registrant’s operations and business have
experienced disruption due to the unprecedented conditions
surrounding the COVID-19 pandemic spreading throughout the United
States and the world. Due to the timing of initial and evolving
governmental orders and guidelines impacting the Registrant’s
financial operations in Las Vegas, Nevada, as well as other
contributors to the process of financial statement preparation,
relating to social distancing, stay in place orders, travel and
other restrictions on business, necessary and immediate access of
personnel, records and information have been adversely effected and
has caused a delay in the completion of the Registrants reviewed
financial statements for the quarter ended February 29, 2020 to be
included in the Registrants Quarterly Report on Form
10-Q.
Accordingly,
in reliance upon the Order, the Registrant expects to file its
Quarterly Report on Form 10-Q no later than 45 days after the due
date of filing of April 14, 2020, unless the COVID-19 circumstances
do not change and cause a further delay, in which case we will file
for an extension and amendment to this Current Report on form
8-K.
Pursuant
to the Order, following are the Risk Factors disclosing the impact
of COVID-19 onto the Registrant’s business and
operations:
Risks Related to the COVID-19 Pandemic
The recent COVID-19 pandemic may adversely affect our business,
results of operations, financial condition, liquidity, and cash
flow.
While
the complete impact on our business from the recent outbreak of the
COVID-19 coronavirus is unknown at this time and difficult to
predict, various aspects of our business are being adversely
affected by it and may continue to be adversely
affected.
As
of the date hereof, COVID-19 has been declared a pandemic by the
World Health Organization, has been declared a National Emergency
by the United States Government and has resulted in several states
being designated disaster zones. COVID-19 coronavirus caused
significant volatility in global markets, including the market
price of our securities. The spread of COVID-19 coronavirus has
caused public health officials to recommend precautions to mitigate
the spread of the virus, especially as to travel and congregating
in large numbers. In addition, certain states and municipalities
have enacted, and additional cities are considering, quarantining
and “shelter-in-place” regulations which severely limit
the ability of people to move and travel, and require non-essential
businesses and organizations to close.
Thus
far, these restrictions have adversely affected our business,
results of operations and financial condition. It is unclear how
such restrictions, should they continue for an extended period,
which will contribute to a general slowdown in the global economy,
will affect our business, results of operations, financial
condition and our future strategic plans.
To
date, the demand for our products has decreased and the ability of
our customers to make payment for the products 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.
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Recent
shelter-in-place and essential-only travel regulations have
negatively impacted many of our customers. In addition, while our
products are manufactured outside the United States, we still could
experience significant supply chain disruptions due to
interruptions in operations at any or all of our suppliers’
facilities. If we experience significant delays in receiving our
products, we will experience delays in fulfilling orders and
ultimately receiving payment, which could result in loss of sales
and a loss of customers, and adversely impact our financial
condition and results of operations.
Risks Related to Securities Markets and Investments in Our
Securities
General securities market uncertainties resulting from the COVID-19
pandemic.
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. These
uncertainties have resulted in declines in all market sectors,
increases in volumes due to flight to safety and governmental
actions to support the markets. As a result, until the pandemic has
stabilized, the markets may not be available to the Registrant for
purposes of raising required capital. Should we not be able to
obtain financing when required, in the amounts necessary to execute
on our plans in full, or on terms which are economically feasible
we may be unable to sustain the necessary capital to pursue our
strategic plan and may have to reduce the planned future growth and
scope of our operations.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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EXEO ENTERTAINMENT, INC.
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Date: April
14, 2020
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By:
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/s/ Robert S. Amaral
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Name:
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Robert
S. Amaral
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Title:
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Chief
Executive Officer
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