UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): ~~March~~April 301, 2020

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)

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):

☐		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))

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~~Indicate ~~the~~by ~~appropriate~~check ~~box~~mark ~~below~~whether if the ~~Form~~registrant ~~8-K~~is ~~filing~~an isemerging ~~intended~~growth tocompany ~~simultaneously~~as ~~satisfy~~defined ~~the~~in ~~filing~~Rule ~~obligation~~405 of the ~~registrant~~Securities Act of 1933 (§230.405 ~~under~~of ~~any~~this chapter) or Rule 12b-2 of the ~~following~~Securities ~~provisions:~~Exchange Act of 1934 (§240.12b-2 of this chapter).

[Emerging growth ] 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))company ☒

~~Securities~~If an ~~registered~~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 1213(ba) of the ~~Act:~~Exchange ~~None~~Act. ☐

~~Emerging~~Item ~~growth~~5.02 ~~company [X]~~Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

IfOn April an1, ~~emerging growth company~~2020, ~~indicate~~Lucas bySodré ~~check~~resigned ~~mark~~as ifa member of the ~~registrant~~Board ~~has~~of ~~elected~~Directors ~~not~~(the to“Board”) ~~use~~of Vivi Holdings, Inc. (the ~~extended~~“Company”). ~~transition~~Mr. ~~period~~Sodré’s ~~for~~resignation ~~complying~~was ~~with~~not due to any ~~new~~ ordisagreement ~~revised~~with ~~financial~~the ~~accounting~~Company ~~standards~~on ~~provided~~any ~~pursuant~~matter relating to ~~Section~~its ~~13(a)~~operations, ofpolicies ~~the~~or ~~Exchange Act~~practices. ~~[ ]~~

~~Item~~On that 8same day, the Board appointed Maria Fernanda Rohden to the Board as a Class 1 Director, effective immediately, to fill the vacancy left by Mr.01 ~~Other~~Sodre’s ~~Information~~resignation and to serve until her successor is duly elected and qualified, or until her earlier death, resignation or removal. There are no arrangements or understandings between Ms. Rohden and any other persons with respect to her appointment as a director. Upon her appointment, the Company granted Ms. Rohden 100,000 shares of restricted common stock.

~~Due~~Ms. Rohden is to the ~~outbreak~~wife of~~, and~~ ~~local,~~Eugenio ~~state and federal governmental responses to~~Santos, ~~the~~our ~~COVID-19~~principal ~~coronavirus pandemic~~stockholder, founder ~~Vivi~~and ~~Holdings,~~former ~~Inc~~CEO. ~~(the~~On ~~“Company”) is~~October ~~filing~~8, ~~this~~2018, ~~current~~we ~~report~~issued on10,000 ~~Form~~shares ~~8-K~~of toour ~~avail~~Series ~~itself~~B ofpreferred stock ~~an extension~~ to ~~file~~Mr. ~~its~~Santos, ~~Annual~~which ~~Report~~were onvalued ~~Form~~at ~~10-K for the year ended December 31~~$77,893,314. ~~2019~~In ~~(the “Annual Report”)~~addition, ~~originally due~~ on ~~March~~July 3026, ~~2020. Specifically~~2018, ~~the~~we ~~Company is relying on an order~~ issued by2,150,000 ~~the~~shares ~~Securities~~of ~~and~~our ~~Exchange Commission (the “SEC”) on March 25~~common stock, ~~2020 (~~which ~~extended~~were ~~and superseded~~valued aat ~~prior order issued on March 4~~$16, ~~2020)~~125,000, ~~pursuant~~ to ~~Section~~MasterCom 36Group ofHolding ~~the Securities Exchange Act of 1934~~USA, ~~as amended (Release No~~Inc. ~~34-88465) (the “Order”)~~, ~~regarding~~a ~~exemptions~~company ~~granted~~controlled toby ~~certain public companies~~Mr. ~~The~~Eugenio 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’s ability to file such report timely is affected due to COVID-19Santos.

The Company’s operations and business have experienced 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.2

As such, the Company will be relying on the Order and will be making use of the 45-day grace period provided by the Order to delay filing of its Annual Report. The Company plans to file its Annual Report by no later than May 14, 2020, 45 days after the original due date of its Annual Report.SIGNATURE

~~The~~Pursuant to ~~Company~~the isrequirements ~~supplementing its~~of ~~risk~~the ~~factors~~Securities ~~previously~~Exchange ~~disclosed~~Act inof 1934, the ~~Company’s~~registrant ~~Annual~~has ~~Report~~duly oncaused ~~Form~~this ~~10-K~~report ~~for~~to ~~the~~be ~~year~~signed ~~ended~~on ~~December~~its ~~31, 2018 with~~behalf by the ~~following~~undersigned ~~risk~~hereunto ~~factors:~~duly authorized.

An occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect, and has to date negatively affected, our operations, and our business may suffer from the severity or longevity of the Coronavirus/COVID-19 global outbreak.

Dated: April 7, 2020	VIVI HOLDINGS, INC.

	By: /s/ Gaston Pereira
	Name: Gaston Pereira
	Title: Chief Executive Officer

The demand for our services relies upon, principally, customers being willing and able to use our issued prepaid debit cards. The unwillingness of individuals to congregate in large groups, visit retail business or travel outside of their homes will, and has to date, had a negative effect on our operations. Additionally, government mandated “stay-at-home” and similar orders have to date, and may in the future, prevent our staff to travel domestically and internationally to support and develop our business. Loss of available employees due to health concerns in the future may also limit our ability to operate. Economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for our services and our operating results. All of the above may be exacerbated in the future as the COVID-19 outbreak and the governmental responses thereto continues. All of the above may in the future cause, and have to date caused, a material adverse effect on our operating results.3

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s 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 Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

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: March 30, 2020	(Registrant)
	By: /s/ Gaston Pereira
	Name: Gaston Pereira
	Title: Chief Executive Officer

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