Exeo Entertainment, Inc. - Quarter Report: 2015 May (Form 10-Q)

exeo_10q-16472.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended May 31, 2015


¨	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 incorporation or organization)	(I.R.S. Employer Identification Number)

4478 Wagon Trail Ave., Las Vegas, NV 89118

(Address of principal executive offices and Zip Code)

(702) 361-3188

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o

Non-accelerated Filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of the date of filing of this report, there were outstanding 24,462,788 shares of the issuer’s common stock, par value $0.0001 per share. There were also outstanding 19,500 Series A, and 61,500 Series B Preferred Shares of the issuers preferred stock, par value $0.0001 per share.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		3

Item 1	Financial Statements	3

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4	Controls and Procedures	8

PART II – OTHER INFORMATION		9

Item 1	Legal Proceedings	9

Item 1A	Risk Factors	9

Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	9

Item 3	Defaults Upon Senior Securities	9

Item 4	Mine Safety Disclosures	10

Item 5(a)	Other Information	10

Item 6	Exhibits	10

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' 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 three months ended May 31, 2015 are not necessarily indicative of the results that can be expected for the year ending November 30, 2015.

EXEO ENTERTAINMENT, INC.

TABLE OF CONTENTS

MAY 31, 2015

(UNAUDITED)


Balance Sheets as of May 31, 2015 and November 30, 2014 (unaudited)	F - 1

Statements of Operations for the three and six months ended May 31, 2015 and 2014 (unaudited)	F - 2

Statements of Cash Flows for the six months ended May 31, 2015 and 2014 (unaudited)	F - 3

Notes to Financial Statements (unaudited)	F - 4 – F – 13

EXEO ENTERTAINMENT, INC.
BALANCE SHEETS
(unaudited)	May 31,			November 30,
	2015			2014

ASSETS

Current Assets
Cash and cash equivalents	$	357,013		$	326,684
Inventory		146,495			14,914
Prepaid expenses		8,333			2,919
Accounts Receivable		360			110
Total current assets		512,201			344,627

Property and equipment, net		70,101			81,130

TOTAL ASSETS	$	582,302		$	425,757

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current liabilities
Accounts payable and accrued expenses	$	16,319			69,287
Accrued interest payable to non-affiliates		23,852			11,792
Federal and states taxes payable		35,530			18,025
Due to related parties		75,000			85,000
Notes payable		9,698			9,698
Total current liabilities		160,399			193,802

Long-term liabilities
Notes payable		3,461			9,307
Total long-term liabilities		3,461			9,307

Total Liabilities		163,860			203,109

Stockholders' Equity
Convertible Preferred Stock Series A - 15%, $0.0001 par value, 1,000,000 shares
authorized, 19,500 and 19,500 shares issued, respectively		2			2
Convertible Preferred Stock Series B - 15%, $0.0001 par value, 1,000,000 shares
authorized, 62,200 and 10,000 shares issued, respectively		6			1
Common stock - $0.0001 par value, 100,000,000 shares authorized; 24,462,788
and 24,140,600 shares issued and outstanding, respectively		2,414			2,414
Additional paid-in capital		3,322,831			2,971,871
Stock Payable		203,500			-
Deficit accumulated		(3,110,311	)		(2,751,640	)
Total stockholders' equity		418,442			222,649

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	582,302		$	425,757

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

F-1

EXEO ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS
(unaudited)


	Three month period ending May 31, 2015			Three month period ending May 31, 2014			Six month period ending May 31, 2015			Six month period ending May 31, 2014
REVENUES	$	4,776		$	-		$	10,568		$	-
COST OF GOOD SOLD
Cost of direct materials, shipping and labor		(1,793	)					(4,643	)		-
GROSS PROFIT		2,983			-			5,925			-

OPERATING EXPENSES
Advertising		3,669			339			4,135			618
Automobile and truck		1,146			1,354			2,144			2,741
Bank service charges		177			413			330			703
Compensation - non-directors		61,457			10,158			99,320			16,110
Compensation - officers / directors		25,000			30,000			55,000			60,000
Stock-based compensation to officers and employee		50,001			50,001			100,002			100,002
Compensation - investment relations company - common stock		-			-			-			400,000
Computer and internet		466			190			858			392
Consulting fees		-			50,000			-			90,000
Depreciation		6,780			6,837			13,452			13,647
Filing fees		675			1,059			2,221			1,698
Insurance premiums		1,496			-			2,727			-
Legal and professional		5,156			16,614			19,740			46,699
Meals and entertainment		190			91			274			91
Office rent		21,018			21,018			42,036			42,036
Office expense		2,897			897			4,361			3,054
Promotions / other		1,309			10,714			1,925			12,270
Research and product development		3,475			37,559			3,713			56,827
Royalties		-			33,205			2,919			57,268
Taxes - federal and state		-			-			17,284			-
Travel		67			406			144			1,111
Utilities		2,310			3,725			9,079			7,977
TOTAL OPERATING EXPENSES		187,289			274,580			381,664			913,244

LOSS FROM OPERATIONS		(184,306	)		(274,580	)		(375,739	)		(913,244	)

OTHER INCOME
Forgiveness of debt		-			5,000			33,149			5,000
Other income		-			669			-			669
TOTAL OTHER INCOME		-			5,669			33,149			5,669

OTHER EXPENSE
Interest expense		(9,360	)		(3,916	)		(16,081	)		(4,052	)
TOTAL OTHER EXPENSE		(9,360	)		(3,916	)		(16,081	)		(4,052	)

NET LOSS	$	(193,666	)	$	(272,827	)	$	(358,671	)	$	(911,627	)

NET LOSS PER SHARE: BASIC	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC
		24,301,694			23,433,100			24,462,788			23,433,100

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

F-2

EXEO ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
	Six month period ending May 31, 2015			Six month period ending May 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(358,671	)	$	(911,627	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		13,452			13,647
Stock-based compensation to officers		100,002			100,002
Stock-based compensation to investment relations company		-			400,000
Imputed interest as to unrelated parties		12,060			-
Forgiveness of debt		-			5,000
Changes in assets and liabilities
Decrease (Increase) in pre-paid expenses		(5,414	)		(15,480	)
Decrease (Increase) in accounts receivable		(250	)
Decrease (Increase) in inventory		(131,581	)		-
(Decrease) Increase in accounts payable and accrued expenses		(52,968	)		(269	)
Advances from Officer		-			640
Increase in federal and state taxes payable		17,505			-
Net Cash Used in Operating Activities		(405,865	)		(418,087	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(2,422	)		(5,068	)
Cash Flows Used in Investing Activities		(2,422	)		(5,068	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, net of issuance costs		100,000			-
Proceeds from issuance of preferred stock, net of issuance costs		354,463			-
Proceeds from stock-payable, net of issuance costs		-			476,419
Proceeds from related party debt		-			85,000
Payments to related party debt		(10,000	)		-
Payments on notes payable - auto loan (principal)		(5,847	)		(4,915	)
Cash Flows Provided by Financing Activities		438,616			556,504

Net increase in cash and cash equivalents		30,329			133,349

Cash and cash equivalents, beginning of the period		326,684			358,299

Cash and cash equivalents, end of the period	$	357,013		$	491,648

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

F-3

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Exeo Entertainment, Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied to 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 and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end. Prior to that, the Company adopted a calendar year end for 2011.

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 of 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.

Inventory

Inventories are stated at cost, not to exceed fair market value. The cost of the Company’s inventory ($146,495 and $14,914 at May 31, 2015 and November 30, 2014, 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 May 31, 2015 and November 30, 2014, respectively.

F-4

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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:

Description	Estimated Life
Furniture & Equipment	5 years
Vehicles	5 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.

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 May 31, 2015. 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 an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

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.

F-5

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

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 three months ended May 31, 2015 and 2014, the Company recognized $4,776 and $0 in revenue, respectively. For the six months ended May 31, 2015 and 2014, the Company recognized $10,568 and $0 in revenue, respectively. For the period from inception to May 31, 2015, the Company recognized $10,568 in revenue.

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 to ASC Topic 718, the Company recorded the fair value of the stock options on a monthly basis over the vesting period as stock-based compensation expense. The fair value of the options is calculated using the Black-Scholes method as of the 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. These are described in Note G- Stock Options and Warrants.

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 May 31, 2015, the Company’s bank balance did not exceed the insured amounts.

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 PS3® (and other products such as Nintendo Wii® and Microsoft Xbox 360®).

Liquidity and Going Concern

The Company has incurred an accumulated deficit of ($3,110,311) since inception. The Company incurred significant initial research and product development costs, including expenditures associated with hardware engineering and the design and development 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.

F-6

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

These factors create substantial doubt about the Company’s 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 liabilities that may result from the possible inability of the Company to continue as a going concern.

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.

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.

Note B: PROPERTY AND EQUIPMENT

The Company owned property and equipment, recorded at cost, which consisted of the following at May 31, 2015 and November 30, 2014:

	May 31, 2015			November 30, 2014
Furniture and fixtures	$	21,499		$	21,499
Office & computer equipment		33,787			31,364
Vehicles		87,181			87,181
Subtotal		142,467			140,044
Less: Accumulated depreciation		(72,366	)		(58,914	)
Property and equipment, net	$	70,101		$	81,130

Depreciation expense was $6,780 and $6,837 for the three months ended May 31, 2015 and 2014.

Note C: HARDWARE DEVELOPMENT COSTS

The Company incurred $3,475 and $37,559 for research and development costs for the three months ended May 31, 2015 and 2014, respectively. As to the three months ended May 31, 2014, these costs relate to hardware engineering, design and development of the Krankz™ and Krankz Maxx™ Bluetooth Wireless Headset and the Psyko Krypton® surround sound gaming headphones for personal computers. During the three months ended May 31, 2015, the Company reduced its research and development costs as it had already received its inventory of various products.

F-7

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note D: PREPAID EXPENSES

At May 31, 2015, the balance of prepaid expenses on the balance sheet of the Company is $8,333, which primarily relates to a prepayment of an annual fee for investor relations. At May 31, 2014, the balance of prepaid expenses on the balance sheet of the Company is $7,868, which primarily relates to pre-paid office rent of $7,006 due March 1, 2015. At November 30, 2014, the balance of prepaid expenses on the balance sheet of the Company is $2,919. Prepaid expenses at November 30, 2014 consist of royalty incurred in the first quarter of 2015 as to Psyko Audio Labs as to the Psyko Audio Headphones.

Note E: 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 office 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 prevail in the defense of our mark in the U.S. Trademark and Trial Appeal Board (TTAB).

Note F: COMMON STOCK

The Company has 100,000,000 shares at $0.0001 par value common stock authorized and 24,462,788 and 23,433,100 shares issued and outstanding at May 31, 2015 and November 30, 2014, respectively. During the month of March, 2015, one accredited investor, previously known by the officers of the Company, as well as having been a prior investor in the common stock of the Company, subscribed to 322,188 shares of common stock of the Company upon the exercise of his common stock warrants. The Company accepted this subscription at a discounted price of $0.31037 per share. Prior private party sales of the Company’s common stock occurred in August, 2014 and such sales by the Issuer were at $0.80 per share. The discount in sales price represented by this transaction cannot be reasonably ascertained due to the lack of recent sales of issuer securities. Reasons for such discount may include various factors such as the dollar amount of the single transaction, limitations upon the immediate marketability of the common stock of the company, restrictive legends applied to this stock certificate, and price volatility, if applicable, as reflected in the open market. At the time of this subscription, the Common shares of the Company were quoted at $1.00 per share and were not actively trading on the OTC BB and OTC Markets- QB. For the reasons stated above, the price quotation in the open market should not be relied upon for purpose of the determination of the discount rate applied to this sales transaction. As of the date of this filing, the shares have not been issued and are recorded to stock payable.

Note G: STOCK OPTIONS AND WARRANTS

Stock-Based Compensation to Employees

Pursuant to the employee incentive stock option plan, on July 15, 2012, the Company granted 2,000,000 shares to each of its two officers and directors. The option agreement provides the employee has no more than five years from the date of the grant to exercise the options at an exercise price of $0.25 per share. The employee may only exercise such options based upon the contracted vesting schedule, which provides that the options vest on a pro-rata basis over 60 months of future services to be rendered by such employee. In addition, on August 15, 2012, the Company granted 100,000 incentive stock options to another officer of the Company. This employee received the right to exercise the options on the date of grant at an exercise price of $0.25 per share. As the officer was fully vested in his right to such exercise

at the time of the grant, the Company recorded the entire fair value of his stock options at the date of grant.

F-8

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note G: STOCK OPTIONS AND WARRANTS (CONTINUED)

The fair value of the options is calculated using the Black-Scholes method as of the date of grant. The factors used to calculate fair value of the stock options include the following: 1) Risk free interest rate, 2) Volatility of returns of the underlying asset, 3) current stock price, 4) Term of the Option, and 5) The exercise price. The risk free interest rate used in this calculation equals 0.63% and 0.80% for the stock options granted on July 15, 2012 and August 15, 2012, respectively. The term of the option is 5 years from the date of the grant. The exercise price is $0.25 per share. The current stock price at the dates of grant, which is July 15, 2012 and August 15, 2012, is $0.25 based on the sale of common shares to investors for the eleven months prior to the date of grant. Several industry comparables to this Company were used in order to determine an approximation of the volatility. The approximate volatility based on these comparables is approximately 458%.

The following is a summary of the status of all of the Company’s stock options issued to the Company’s management as of November 30, 2014 and the changes from December 1, 2014 to May 31, 2015.

	# of Options	Weighted Average Exercise Price	Weighted Average Remaining Life
Outstanding November 30, 2014	4,000,000	$0.25	40.75 months
Granted	-	$ -	-
Exercised	-	$ -	-
Cancelled	-	$ -	-
Outstanding at May 31, 2015	4,000,000	$0.25	28.50 months
Exercisable at May 31, 2015	1,138,600	$0.25	28.50 months

Stock Warrants Issued to Investors

Prior to March 3, 2014, the Company issued 48,750 common stock warrants to Series A Preferred Stock purchasers in February and March, 2014.

The following is a summary of the status of all of the Company’s stock warrants as of May 31, 2015, and the changes from December 1, 2014 to May 31, 2015.

F-9

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note G: STOCK OPTIONS AND WARRANTS (CONTINUED)

	# of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life
Outstanding at November 30, 2014	1,841,250	$1.00	1 month
Granted	0	$1.00
Exercised	0	$ .80	-
Cancelled	-	$ -	-
Outstanding at May 31, 2015	1,841,250	$1.00	1 month
Exercisable at May 31, 2015	1,841,250	$1.00	1 month

Note H: 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, 2015.

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 $1.25 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.

During the three month period ended May 31, 2015, nine accredited investors subscribed to 52,200 shares, in total, of Series B Preferred Stock in exchange for cash consideration of $261,000, in total, at $5.00 for each share. As of May 31, 2015, the Company issued a total of 31,500 shares of Series B Convertible Preferred Stock for cash received of $157,500, of which $103,500 of the funds were received as of May 31, 2015 and recorded as stock payable. The Company relies upon an exemption from registration under the Securities Act of 1933 pursuant to Regulation D, Section 506. The Company agreed to pay interest on such funds at 12% per annum. Each person executed a stock subscription agreement and delivered funds in exchange for the delivery of Series B Convertible Preferred Shares at a price of $5.00 per share. Stock warrants were not sold or included in the offering to such investors.

F-10

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note H: PREFERRED STOCK (CONTINUED)

We incurred equity issuance costs of $65,337 (which includes wages of $55,810), and $4,315 for the three months ended May 31, 2015, and 2014, respectively. We incurred equity issuance costs of $28,042 for the three months ended February 28, 2015 (which includes wages of $22,980). We incurred equity issuance costs of $93,379 (which includes wages of $78,790), for the six months ended May 31, 2015. Rather than expense these costs, such items are charged against the Company’s equity. Our employees coordinate various matters associated with the sales of issuer securities to accredited investors. Equity issuance costs include such wages. These costs also include mailing, copying, courier, and other miscellaneous costs associated with the duplication and delivery of our offering circular to investors and paying for the return delivery of signed stock subscription agreements. We incurred equity issuance costs of $12,996, for the six months ended May 31, 2014.

Illustration of Accrued Interest (due annually) and Principal and Remaining Interest
Due at the Maturity Date of Convertible Preferred Stock Sold

Class of	Interest		Subscription	Maturity	Amount		Interest Accrued		Principal and
PF Stock	Rate		Date	Date	Invested		to Maturity Date		Interest
A	15	%	2/21/2014	2/20/2017	$	12,500	$	5,620	$	18,120
A	15	%	2/21/2014	2/20/2017		12,500		5,620		18,120
A	15	%	2/21/2014	2/20/2017		10,000		4,496		14,496
A	15	%	2/21/2014	2/20/2017		10,000		4,496		14,496
A	15	%	3/1/2014	2/28/2017		12,500		5,625		18,125
A	15	%	3/1/2014	2/28/2017		10,000		4,496		14,496
A	15	%	3/1/2014	2/28/2017		15,000		6,750		21,750
A	15	%	3/1/2014	2/28/2017		15,000		6,750		21,750
B	12	%	9/9/2014	9/8/2016		12,500		3,252		15,752
B	12	%	10/21/2014	10/20/2016		25,000		6,506		31,506
B	12	%	11/26/2014	11/25/2016		12,500		3,252		15,752
B	12	%	12/05/2015	12/04/2017		25,000		6,506		31,506
B	12	%	01/12/2015	01/11/2017		12,500		3,337		15,837
B	12	%	01/12/2015	01/11/2015		12,500		3,337		15,837
B	12	%	01/20/2015	01/19/2017		12,500		3,456		15,956
B	12	%	02/10/2015	02/09/2017		12,500		3,339		15,839
B	12	%	02/27/2015	02/26/2017		25,000		6,670		31,670
B	12	%	03/14/2015	03/13/2017		25,000		6,675		31,675
B	12	%	03/19/2015	03/18/2017		12,500		3,337		15,837
B	12	%	03/27/2015	03/26/2017		11,000		2,937		13,937
B	12	%	04/03/2015	04/02/2017		12,500		3,338		15,838
B	12	%	04/03/2015	04/02/2017		12,500		3,338		15,838
B	12	%	04/22/2015	04/21/2017		9,000		2,403		11,403
B	12	%	04/30/2015	04/29/2017		50,000		13,351		63,351
B	12	%	04/30/2015	04/29/2017		12,500		3,338		15,838
B	12	%	04/30/2015	04/29/2017		12,500		3,338		15,838
B	12	%	05/06/2015	05/05/2017		3,500		934		4,434
B	12	%	05/12/2015	05/11/2017		25,000		6,674		31,674
B	12	%	05/22/2015	05/21/2017		10,000		2,628		12,628
B	12	%	05/26/2015	05/25/2015		65,000		16,975		81,975
Totals					$	508,500	$	152,774	$	661,274

F-11

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note I: 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 May, 2015, the Company made a $10,000 payment to an officer towards the entire principal of one note dated December, 2013. The Company made no payment towards $2,160 accrued interest.

Date of Each Note	Amount of Each Note	Accrued Interest through the Maturity Date	Maturity Date of Each Note
December 30, 2013	$ 25,000	$ 3,159	December 29, 2015
January 24, 2014	$ 50,000	$ 6,318	January 23, 2016

Compensation of Officers

The Company entered into officer compensation agreements with two officer/directors whereby each receives $60,000 per annum as cash compensation. The Company pays each officer $5,000 per month. See Note K - Subsequent Events as to an increase of cash compensation to the officers of $2,500 per month, in total.

The amount paid to the two officers in total was $25,000 and $30,000 during the three months ended May 31, 2015 and 2014, respectfully. In addition, each officer/director received additional compensation in the form of non-cash incentive stock options granted on July 15, 2012. Each person received 2,000,000 stock options. For further discussion of the terms of the grant of stock options, see Note G.

Note J: COMMITMENTS AND CONTINGENCIES

Operating Lease Obligation

On October 25, 2012, the Company signed a lease for its current office and warehouse. The Company executed a one year extension effective October 1, 2014. The original lease contains an option for a three year renewal; which shall expire on September 30, 2016. The typical monthly rent expense is $7,006, which includes base rent of $5,496 and common area maintenance of $1,510. The Company is not obligated to pay a security deposit to the management company.

As of May 31, 2015, the monthly minimum rental payment is $7,006. Rent expense was $21,018 and $21,018 for the three months ended May 31, 2015 and 2014, respectively.

As of May 31, 2015, minimum rent to be paid under this lease agreement is summarized as follows:

	Minimum rent payments
Year ended November 30, 2015	$	49,042
Total Lease Obligation	$	49,042

F-12

EXEO ENTERTAINMENT, INC.

Notes to Financial Statements

May 31, 2015

(unaudited)

Note J: COMMITMENTS AND CONTINGENCIES (CONTINUED)

Note Payable 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. The Company paid $10,000 as a down payment. The amount financed by the seller is $39,824, and the Company makes monthly payments of $863. The Company is obligated to pay a total of $41,420 over the course of the loan. This note bears interest at the annual percentage rate of 1.9%, and the term is 48 months. The total finance charge associated with this note is $1,596. At May 31, 2015, the cost basis is $46,200 as the Company recorded an impairment loss associated with this asset in the amount of $2,624.

Minimum financing payment to be paid under this finance agreement is summarized as follows:

Years ending November 30,	Total Payments		Principal		Interest
2015	$	10,355	$	10,073	$	282
2016		2,499		2,438		61
Total Financing Obligation	$	12,854	$	12,511	$	343

Purchase of Additional Inventory of the Psyko Krypton 5.1 surround sound headsets

In the 2nd Quarter, 2015, the Company issued a purchase order for the acquisition of $80,000 in inventory for the Psyko® Krypton™ 5.1 surround-sound gaming headphones with amplifiers made for use with personal computers. This amount was paid on June 11, 2015. This completed our entire obligation to purchase units from this manufacturer. In April, 2015, the Company also paid $6,000 to the same manufacturer for further research and development costs pertaining to a different product.

Note K: SUBSEQUENT EVENTS

In June, 2015, five accredited investors subscribed to 20,690 shares of Series B Preferred Stock in exchange for cash consideration of $103,450, at $5.00 for each share. The Company relies upon an exemption from registration under the Securities Act of 1933 pursuant to Regulation D, Section 506. The Company agreed to pay interest on such funds at 12% per annum. The investor executed a stock subscription agreement and delivered funds in exchange for the delivery of Series B Convertible Preferred Shares at a price of $5.00 per share. Stock warrants were not sold or included in the offering to such investor.

On June 5, 2015, the Board of Directors agreed to pay the officers additional compensation effective June 1, 2015 as follows: $1,000 per month to one officer and $1,500 to the other officer.

Purchase of Additional Inventory of the Psyko Krypton 5.1 surround sound headsets

As indicated in Note J above, in the 2nd Quarter, 2015, the Company issued a purchase order for the acquisition of $80,000 in inventory for the Psyko® Krypton™ 5.1 surround-sound gaming headphones with amplifiers made for use with personal computers. This amount was paid on June 11, 2015. This completed our entire obligation to purchase units from this manufacturer. In April, 2015, the Company also paid $6,000 to the same manufacturer for further research and development costs pertaining to a different product.

F-13

ITEM 2. MANAGEMENT'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

Activities to date

We incorporated in the state of Nevada on May 12, 2011. From our inception to date we have generated $18,693 in 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.

During the six months ending May 31, 2015, we received inventory of the Krankz™ Bluetooth Wireless Headsets, and the Psyko®5.1 Surround Sound Gaming Headsets (with built-in microphone) with external amplifier for Personal Computers. We also approved the working prototypes of the similar type of Psyko® Krypton headphones for use with gaming consoles (such as Xbox®), and the Company is ready to go forward with the manufacturing.

3)	We are currently working on molds for the Zaaz™ keyboard.

Products and Services

Products under development include the Psyko™ 5.1 surround sound gaming headphones for consoles, 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 2015 and 2016.

Strategy and Marketing Plan

Once manufacturing is established 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

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..

Zaaz™ Keyboard

The majority of the competition 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 attending the Consumer Electronics Show (CES) January 11-13, 2013, having a booth and its products on display at the Electronic Entertainment Expo (E3) June 11 – 13, 2013 (booth 4010), and 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

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.

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). With regard to intellectual property rights associated with Psyko ™ Headphones, we have a license to use this mark as well as the patented technology.

In regard to intellectual property rights associated with Krankz™ Bluetooth® wireless headphones, we do not have a federally registered trademark in the word Krankz. Therefore, we do not have the same presumptive rights which might otherwise apply had we obtained a federally registered trademark. 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. On April 2, 2015, Krank™ Amplifiers (associated with guitar amplifiers) filed an application for a design plus words mark on the Principal Register with the U.S. PTO. Guitar amplifiers consist of electronic communication and amplification devices and would generally fall in the same or similar category as our Krankz™ Bluetooth® Audio Headset. As of this date of this report, no office action has been issued by the U.S. PTO, 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 prior 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 mark in the U.S. Trademark and Trial Appeal Board (TTAB). We shall continue to monitor the status of that mark to determine what impact it might have, if any, as to our Krankz mark.

Subsidiaries

We do not have any subsidiaries.

Comparison of Three and Six Month Results –for the quarters ended May 31, 2015 and 2014, respectively

Revenues and Gross Profit

For the three months ended May 31, 2015 and 2014, the Company recognized $4,776 and $0 in revenue, respectively. For the six months ended May 31, 2015 and 2014, the Company recognized $10,568 and $0 in revenue, respectively. For the period from inception to May 31, 2015, the Company recognized $10,568 in revenue. At May 31, 2015, the Company had incurred an accumulated deficit of $3,110,311 since inception.

Costs and Expenses

Total cost and expenses were $187,289 and $274,580 for the three months ended May 31, 2015 and 2014, respectively. Total cost and expenses were $381,664 and $913,244 for the six months ended May 31, 2015 and 2014, respectively.

Research and Development Costs

The Company incurred $3,475 and $37,559 for research and development costs during the three months ended May 31, 2015 and 2014, respectively. The Company incurred $3,713 and $56,827 for research and development costs during the six months ended May 31, 2015 and 2014, respectively. These costs relate to the Psyko Krypton™ surround sound gaming headphones, Zaaz Keyboard, Krankz Bluetooth Audio Headsets, Extreme Gamer, and multi-video game changer.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

Liquidity and Capital Resources

Long-Term Debt / Note Payable and Other Commitments

Other than what is described in this Report, the Company had no material commitments for capital expenditures at May 31, 2015. At November 30, 2014 the balance of prepaid expenses of $2,919 consisted of royalty fees owed to Psyko Audio Labs as to the Psyko Audio Headphones. At May 31, 2015, the balance was reduced to zero as the Company applied $2,919 from prepaid expenses to royalty fees during the six months ended May 31, 2015.

At January 1, 2015, the Company is obligated to pay minimum monthly royalties of $89,986 (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. The Company has made no payments towards this obligation and no royalty invoices have been received from Psyko Audio Labs.

The Company has an office and warehouse rental lease obligation through September 30, 2015. The monthly minimum rental payment is $7,006. Rent expense was $21,018 and $21,018 for the three month periods ended May 31, 2015 and 2014, respectively. Rent expense was $42,036 and $42,036 for the six month periods ended May 31, 2015 and 2014, respectively.

Cash Flow Information

On May 31, 2015, the Company had working capital of approximately $351,802. On November 30, 2014, the Company had working capital of approximately $150,825. The increase in working capital primarily relates to proceeds from the sale of securities during the six months ending May 31, 2015. The Company believes it has insufficient cash resources to meet its liquidity requirements for the next 12 months.

The Company had cash and cash equivalents of approximately $357,013 and $326,684 at May 31, 2015 and November 30, 2014, respectively. This represents an increase in cash of $30,329.

Cash used in Operating Activities

The Company used approximately $405,865 of cash for operating activities in the six months ended May 31, 2015 as compared to using $418,087 of cash for operating activities in the six months ended May 31, 2014. This decrease in cash used in operating activities, which is $7,222, is primarily attributed to a reduction in stock-based compensation to investment relations company and an increase in inventory costs.

Cash used for Investing Activities

Investing activities for the six months ended May 31, 2015 used approximately $2,422 of cash as compared to using $5,068 of cash in the six months ended May 31, 2014. This decrease in use is attributable to a reduction in the acquisition of equipment.

Cash Provided by Financing Activities

Financing activities in the six months ended May 31, 2015 provided $438,616 of cash as compared to providing $ 556,504 of cash in the six months ended May 31, 2014. The difference of $117,888 in the six month periods is attributable to the decrease in equity investments.

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

For the period from inception to May 31, 2015, the Company recorded revenue of $10,568. There is substantial doubt about the Company’s 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 liabilities that may result from the possible inability of the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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 DISCLOSURES ABOUT MARKET RISK

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 3rd Quarter, 2015, 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 control over financial reporting may not be effective as of May 31, 2015. 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 annual 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 annual report.

Changes in Internal Control Over Financial Reporting

There were 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.

ITEM 4. CONTROLS AND PROCEDURES - continued

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. In the 3rd Quarter, 2015, management is in the process of determining how to most effectively improve our disclosure controls and procedures.

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.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six month period ended May 31, 2015, fifteen accredited investors subscribed to 72,200 shares, in total, of Series B Preferred Stock in exchange for cash consideration of $361,000, in total, at $5.00 for each share. The Company relies upon an exemption from registration under the Securities Act of 1933 pursuant to Regulation D, Section 506. The Company agreed to pay interest on such funds at 12% per annum. Each person executed a stock subscription agreement and delivered funds in exchange for the delivery of Series B Convertible Preferred Shares at a price of $5.00 per share. Stock warrants were not sold or included in the offering to such investors.

During the month of March, 2015, one accredited investor, previously known by the officers of the Company, as well as having been a prior investor in the common stock of the Company, subscribed to 322,188 shares of common stock of the Company upon the exercise of his common stock warrants. The Company accepted this subscription at a discounted price of $0.31037 per share. Prior private party sales of the Company’s common stock occurred in August, 2014 and such sales by the Issuer were at $0.80 per share. The discount in sales price represented by this transaction cannot be reasonably ascertained due to the lack of recent sales of issuer securities. Reasons for such discount may include various factors such as the dollar amount of the single transaction, limitations upon the immediate marketability of the common stock of the company, restrictive legends applied to this stock certificate, and price volatility, if applicable, as reflected in the open market. At the time of this subscription, the Common shares of the Company were quoted at $1.00 per share and were not actively trading on the OTC BB and OTC Markets- QB. For the reasons stated above, the price quotation in the open market should not be relied upon for purpose of the determination of the discount rate applied to this sales transaction. As of the date of this filing, the shares have not been issued and are recorded to stock payable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None. All payments were made on schedule.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5(a). 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

During the three month period ended February 28, 2014, an officer loaned to the Company $85,000. In May, 2015, the Company made a $10,000 payment to an officer towards the entire principal of one note dated December 18, 2013. At May 31, 2015 we owed an officer $75,000.

Material Contracts

Purchase of Additional Inventory of the Psyko Krypton 5.1 surround sound headsets

On April 17, 2015 the Company issued a purchase order for the acquisition of $80,000 in inventory for the Psyko® Krypton™ 5.1 surround-sound gaming headphones with amplifiers made for use with personal computers. This amount was paid on June 11, 2015. This completed our entire obligation to purchase units from this manufacturer. In April, 2015, the Company also paid $6,000 to the same manufacturer for further research and development costs pertaining to a different product.

REPORTS ON FORM 8-K

On March 23, 2015 the Company filed with the Commission an announcement of a change in the Company’s certifying accountant. On March 20, 2015, the Board of Directors dismissed De Joya Griffith LLC as the independent registered public accounting firm for the Company, effective immediately. On March 20, 2015, upon approval by the Board of Directors, the Company engaged KLJ & Associates, LLP, Certified Public Accountants, the Company’s independent accountant to audit the Company’s financial statements, to perform reviews of the interim financial statements.

ITEM 6. EXHIBITS

None.

INDEX TO EXHIBITS

Exhibit		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXEO ENTERTAINMENT, INC. (Registrant)

Signature	Title	Date
Jeffrey A. Weiland
/s/ Jeffrey A. Weiland	President and Director	July 15, 2015

Robert S. Amaral
/s/ Robert S. Amaral	Chief Executive Officer,	July 15, 2015
	Treasurer and Director
	(Principal Executive and Financial Officer)