~~CURRENT REPORT~~UNITED ~~FOR ISSUERS SUBJECT TO THE~~STATES

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~February~~Date of Report (Date 27of Earliest Event Reported): March 30, 2020

Date of Report

(Date of Earliest Event Reported)

VIVI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-56009	81-3401645
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

951 Yamato Road, Suite 101, Boca Raton, Florida 33431

(Address of principal executive offices (zip code))

(Registrant’s telephone number, including area code): (561) 717-4138

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

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:

[ ]		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))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to Section 12(~~§230.405~~b) of ~~this chapter) or Rule 12b-2 of~~ the ~~Securities Exchange~~ Act: ~~of 1934 (§240~~None.~~12b-2 of this chapter).~~

Emerging growth company ☒ [X]

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. ☐[ ]

2Item 8.01 Other Information

~~ITEM~~Due to the outbreak of, and local, state and federal governmental responses to, the COVID-19 coronavirus pandemic, Vivi Holdings, Inc. (the “Company”) is filing this current report on Form 8-K to avail itself of an extension to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), originally due on March 30, 2020. Specifically, the Company is relying on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded a prior order issued on March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No.01 ~~CHANGES~~34-88465) IN(the ~~REGISTRANT~~“Order”), regarding exemptions granted to certain public companies. The Order allows a registrant up to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’Ss ability ~~CERTIFYING~~to ~~ACCOUNTANT~~file such report timely is affected due to COVID-19.

~~(a)~~The ~~Previous~~Company’s ~~Independent~~operations and ~~Registered~~business ~~Public~~have ~~Accounting~~experienced ~~Firm~~disruptions due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. These disruptions include, but are not limited to: office closures and the unavailability of key Company personnel required to prepare the Company’s financial statements for the year ended December 31, 2019 due to suggested, and mandated, social quarantining and work from home orders. The Company has also been delayed in preparing the Annual Report due to delays in obtaining information from third parties who have similarly been unavailable and/or have not had sufficient time to complete the items requested.

~~On February~~As 27such, ~~2020,~~ the ~~Board~~Company ofwill be ~~Directors~~relying (on the ~~“Board”)~~Order and will be making use of ~~Vivi~~the ~~Holdings,~~45-day ~~Inc.~~grace (period provided by the ~~“Company”)~~Order ~~dismissed~~to delay filing of its Annual Report. ~~L&L~~The ~~CPAs,~~Company PAplans ~~(“L&L”)~~to asfile its ~~independent~~Annual ~~registered~~Report ~~public~~by ~~accounting firm~~no later than May 14, ~~effective~~2020, ~~immediately~~45 days after the original due date of its Annual Report.

~~L&L’s report~~The ~~on the~~ Company’s ~~financial~~is ~~statements~~supplementing ~~for~~its ~~the~~risk ~~fiscal~~factors ~~years~~previously ~~ended~~disclosed ~~December~~in ~~31,~~the ~~2018~~Company’s ~~and~~Annual ~~2017~~Report ~~did~~on ~~not~~Form ~~contain~~10-K anfor ~~adverse opinion~~the oryear aended ~~disclaimer~~December ~~of opinion~~31, ~~nor~~2018 ~~were~~with the ~~such~~following ~~financial~~risk ~~statements qualified or modified as to uncertainty, audit scope, or accounting principles.~~factors:

~~During the~~An ~~fiscal~~occurrence ~~years ended December 31, 2018 and 2017, and through the interim period from January 1, 2020 until February 27, 2020,~~of ~~there~~an ~~were~~uncontrollable noevent ~~“disagreements”~~such (as ~~such~~the ~~term is defined in Item 304 of Regulation S~~COVID-K)19 ~~with~~pandemic ~~L&L~~is onlikely ~~any~~to ~~matter~~negatively ~~of accounting~~affect, ~~principles~~and orhas ~~practices,~~to ~~financial~~date ~~statement~~negatively ~~disclosure~~affected, ~~or auditing scope or procedure. During the fiscal years ended~~our ~~December 31~~operations, ~~2018~~ and ~~2017,~~our ~~and~~business ~~through~~may ~~the~~suffer ~~interim period~~ from ~~January~~the 1,severity ~~2020~~or ~~until~~longevity ~~February 27, 2020, there were no “reportable events” (as such term is defined in Item 304~~ of ~~Regulation~~the SCoronavirus/COVID-K)19 global outbreak.

The ~~Company~~demand ~~has~~for ~~provided~~our ~~L&L~~services ~~with~~relies aupon, ~~copy~~principally, customers being willing and able to use our issued prepaid debit cards. The unwillingness of ~~this~~individuals ~~Current~~to ~~Report~~congregate in large groups, visit retail business or travel outside of their homes will, and has to date, had a negative effect on ~~Form~~our 8operations. Additionally, government mandated “stay-Kat-home” and ~~requested~~similar ~~that~~orders have ~~L&L~~to ~~provide~~date, and may in the ~~Company~~future, ~~with a~~prevent ~~letter~~our ~~addressed~~staff to ~~the~~travel ~~Securities~~domestically and ~~Exchange~~internationally ~~Commission~~to ~~stating~~support ~~whether~~and itdevelop ~~agrees~~our ~~with~~business. Loss of available employees due to health concerns in the ~~above~~future ~~statements~~may ~~made~~also limit our ability to operate. Economic recessions, including those brought on by the ~~Company in~~COVID-19 ~~this~~outbreak ~~report~~may have a negative effect on the demand for our services and, ifour ~~not,~~operating ~~stating~~results. All of the ~~respects~~above may be exacerbated in ~~which~~the itfuture ~~does~~as ~~not~~the ~~agree.~~COVID-19 Aoutbreak ~~copy~~and ofthe ~~L&L’s~~governmental ~~letter~~responses ~~will~~thereto becontinues. ~~furnished~~All byof anthe ~~amendment~~above may in the future cause, and have to ~~this~~date ~~Current~~caused, ~~Report~~a material adverse effect on ~~Form~~our ~~8-K~~operating results.

~~(b) New Independent Registered Public Accounting Firm~~2

~~On February~~Cautionary ~~27,~~Note ~~2020,~~Regarding ~~the Board approved the engagement of BDO RCS AUDITORES INDEPENDENTES S/S, or BDO, as the Company’s~~Forward-Looking ~~independent registered accounting firm for the Company’s audits for the fiscal years ended December 31, 2019 and December 31, 2020, effective immediately.~~Statements

~~During~~ Certain of the ~~fiscal~~statements contained ~~years~~in ~~ended~~this ~~December~~report ~~31,~~should ~~2018~~be ~~and~~considered ~~2017,~~forward-looking ~~and~~statements. ~~through~~These ~~the~~forward-looking ~~interim~~statements ~~period~~may ~~from~~be ~~January~~identified 1by words such as “may,” ~~2020~~“will,” ~~until~~“expect,” ~~February~~“intend,” 27“anticipate,” “believe,” ~~2020~~“estimate,” “plan,” “project,” “could,” ~~neither~~“should,” ~~the~~“would,” ~~Company~~“continue,” ~~nor~~“seek,” ~~anyone~~“target,” “guidance,” on“outlook,” ~~its~~“if ~~behalf~~current ~~consulted~~trends ~~with~~continue,” ~~BDO~~“optimistic,” “forecast” ~~regarding~~and ~~(i)~~other ~~the~~similar ~~application~~words. ofSuch ~~accounting~~statements ~~principles~~include, but are not limited to, astatements ~~specified~~about the Company’s ~~transaction~~plans, ~~either~~objectives, ~~completed~~expectations, ~~or proposed~~intentions, orestimates and strategies for the ~~type~~future, ofand ~~audit~~other ~~opinion~~statements that ~~might~~are benot ~~rendered~~historical facts. These forward-looking statements are based on the Company’s ~~consolidated~~current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (especially in Part I, Item 1A. Risk Factors and ~~neither~~Part aII, ~~written~~Item ~~report~~7. ~~nor~~Management’s ~~oral~~Discussion ~~advice~~and ~~was~~Analysis ~~provided~~of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s ~~that~~other ~~BDO~~filings ~~concluded~~with ~~was~~the anSEC. ~~important~~There ~~factor~~may ~~considered~~be byother factors of which the Company is not currently aware that may affect matters discussed in ~~reaching~~the aforward-looking ~~decision~~statements and asmay also cause actual results to ~~any~~differ ~~accounting,~~materially ~~auditing,~~from orthose ~~financial~~discussed. ~~reporting~~In ~~issue~~addition, ~~(ii)~~there ~~any~~is uncertainty about the spread ~~matter~~of ~~that~~the ~~was~~COVID-19 ~~either~~virus and the ~~subject~~impact ofit amay ~~“disagreement”~~have ~~(as~~on ~~such~~the ~~term~~Company’s isoperations, ~~defined~~the demand for the Company’s products or services, global supply chains and economic activity in ~~Item~~general. ~~304~~The ofCompany ~~Regulation~~does Snot assume any obligation to publicly update or supplement any forward-K)looking statement to reflect actual results, changes in assumptions or changes in other factors affecting ~~(iii)~~these ~~any~~forward-looking ~~“reportable~~statements ~~event”~~other (than as ~~such~~required ~~term~~by islaw. ~~defined~~Any inforward-looking ~~Item~~statements ~~304~~speak only as of ~~Regulation~~the ~~S-K)~~date hereof or as of the dates indicated in the statement.

~~Item 9.01. Financial Statements and Exhibits.~~ SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number	Description
	VIVI HOLDINGS, INC.
16.1	Letter from L&L CPAs, PA to the Securities and Exchange Commission*
Dated: March 30, 2020	(Registrant)
	By: /s/ Gaston Pereira
	Name: Gaston Pereira
	Title: Chief Executive Officer

*To be filed by amendment3

SIGNATURE

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

	VIVI HOLDINGS, INC.
Dated: February 27, 2020	(Registrant)
	By: /s/ Gaston Pereira
	Name: Gaston Pereira
	Title: CEO

Filing Compare · VIVI HOLDINGS, INC.