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 of Report (Date of earliest reported): ~~April~~January 147, ~~2020~~2022

(EXCO LOGO)

EXEO ENTERTAINMENT, INC.

(Exact name of registrant as specified in charter)

Nevada		333-190690		45-2224704
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

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):

☐ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 8 4.01 ~~Other~~Change ~~Events~~in Registrant’s Certifying Accountant

On February 11, 2022, EXEO Entertainment, Inc. (the “~~Registrant~~Company”) isapproved ~~furnishing this Current Report on Form 8-K to indicate it intends to rely on~~ the ~~Order~~selection of ~~the~~BF ~~Securities~~Borgers ~~and~~CPA ~~Exchange Commission of March 4,~~PC ~~2020~~ (~~Release No. 34-88318) (the~~ “~~Order~~BF Borgers”), ~~which allows for the delay of certain filings required under the Securities and Exchange Act of 1934,~~ as ~~amended.~~its ~~The~~independent ~~Order~~registered ~~provides~~public ~~that~~accounting ~~a registrant~~firm ~~subject~~replacing toPrager ~~the~~Metis ~~reporting requirements of Exchange Act Section 13(a) or 15(d)~~CPAs, ~~and any person required to make any filings~~LLC ~~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“Prager”), 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.~~Resignation 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~~Independent ~~and~~Registered ~~evolving governmental~~Public ~~orders~~Accounting 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.Firm

On ~~Accordingly~~January 7, in ~~reliance~~2022, ~~upon~~ the ~~Order,~~Company received notification that Prager as the ~~Registrant~~Company’s ~~expects~~independent toregistered ~~file~~public ~~its~~accounting firm determined ~~Quarterly~~that ~~Report~~they onwould ~~Form~~not ~~10-Q~~stand nofor ~~later~~reappointment. ~~than~~Prager 45was ~~days~~engaged ~~after~~by the ~~due~~Company on February 1, 2019, for the Company’s fiscal year ~~date~~ended November 30, 2019. The reports of ~~filing~~Prager on the financial statements of ~~April~~the ~~14,~~Company ~~2020,~~as ~~unless~~of and for the ~~COVID-19~~fiscal ~~circumstances do~~year ~~not~~ended ~~change~~November 30, 2019 and ~~cause~~the asubsequent ~~further~~interim ~~delay~~period from November 30, in2019 ~~which~~through ~~case~~the wedate ~~will~~of ~~file for~~this anreport, ~~extension~~contained no adverse opinion or disclaimer of opinion and ~~amendment~~were not qualified or modified as to ~~this~~uncertainty, ~~Current~~audit ~~Report~~scope, onor ~~form~~accounting principles. The change was approved by the ~~8-K~~Company’s Board of Directors.

During ~~Pursuant to~~ the ~~Order~~Company’s fiscal years ended November 30, ~~following~~2020 ~~are~~and 2019 and the ~~Risk~~subsequent ~~Factors~~interim ~~disclosing~~period from November 30, 2020 through the date ~~impact~~of this report: (i) there have been no disagreements with Prager on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ~~COVID-19~~Prager, ~~onto~~would have caused it to make reference to the ~~Registrant’s~~subject ~~business~~matter of the disagreement in connection with its reports for such periods and (ii) there ~~operations:~~were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The ~~Risks~~Company ~~Related~~provided Prager with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the ~~COVID-19~~Securities ~~Pandemic~~and Exchange Commission stating whether or not it agrees with the statements. A copy of the letter from Prager is attached hereto as Exhibit 16.

(b) ~~The~~Engagement ~~recent COVID-19 pandemic may adversely affect our business, results~~ of ~~operations,~~Independent ~~financial~~Registered ~~condition,~~Public ~~liquidity,~~Accounting ~~and cash flow.~~Firm

On ~~While~~ February 11, 2022 (the ~~complete~~“Engagement ~~impact~~Date”), onthe ~~our~~Company ~~business~~engaged ~~from~~BF ~~the~~Borgers ~~recent~~CPA ~~outbreak~~PC of(“BF ~~the~~Borgers”) as ~~COVID-19~~its ~~coronavirus~~registered ispublic ~~unknown~~accounting atfirm ~~this~~for ~~time~~the ~~and~~Company’s ~~difficult~~fiscal ~~to predict~~year ended December 31, ~~various~~2020. ~~aspects~~The ofdecision ~~our~~to ~~business~~engage ~~are~~BF ~~being~~Borders ~~adversely affected~~as bythe itCompany’s ~~and~~independent ~~may~~public ~~continue~~accounting tofirm bewas ~~adversely affected.~~approved by the Company’s Board of Directors

During ~~As of~~ the ~~date~~two ~~hereof,~~most ~~COVID-19~~recent ~~has~~fiscal ~~been~~years ~~declared~~and athrough ~~pandemic by~~ the ~~World~~ ~~Health~~Engagement ~~Organization~~Date, ~~has been declared a National Emergency by~~ the ~~United~~Company ~~States Government and~~ has ~~resulted~~not inconsulted ~~several~~with ~~states being~~BF ~~designated~~Borgers ~~disaster zones. COVID-19 coronavirus caused~~regarding 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.either:

~~Thus far,~~1. ~~these~~The ~~restrictions~~application ~~have~~of ~~adversely~~accounting ~~affected~~principles ~~our~~to ~~business~~a specified transaction, ~~results~~ ofeither ~~operations~~completed ~~and~~or ~~financial~~proposed; ~~condition.~~or Itthe istype ~~unclear~~of ~~how such~~audit ~~restrictions,~~opinion ~~should~~that ~~they~~might ~~continue~~be ~~for~~rendered anon ~~extended~~the ~~period~~Company’s financial statements, ~~which~~ ~~will~~and ~~contribute~~either a written report was provided to athe ~~general~~registrant ~~slowdown~~or inoral advice was provided that the ~~global~~new ~~economy, will~~accountant ~~affect~~concluded ~~our~~was ~~business,~~an ~~results~~important offactor ~~operations~~considered by the registrant in reaching a decision as to the accounting, ~~financial condition~~auditing ~~and~~or ~~our~~financial ~~future~~reporting ~~strategic~~issue; ~~plans.~~or

~~To date,~~2. ~~the~~Any ~~demand~~matter ~~for~~that ~~our~~was ~~products~~either ~~has decreased and~~ the ~~ability~~subject of ~~our~~ ~~customers~~a todisagreement ~~make~~(as ~~payment~~defined ~~for~~in ~~the~~paragraph ~~products they currently purchase has been negatively impacted. It is unclear how~~ (a ~~prolonged~~)(1)(iv) ~~outbreak~~of ~~with~~Item ~~travel,~~304 ~~commercial~~of ~~and~~Regulation ~~other~~S-K ~~similar restrictions, may adversely affect our business operations~~ and the ~~business~~ ~~operations~~related ofinstructions ~~our~~thereto) ~~customers~~or ~~and~~a ~~suppliers.~~reportable ~~However,~~event ~~we anticipate~~(as adescribed ~~prolonged~~in ~~period~~paragraph ~~will have~~ (a)(1)(v) ~~negative~~of ~~effect~~Item on304 ~~our business~~of ~~operations~~Regulation S-K).

2SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item ~~Recent shelter-in-place and essential-only travel regulations have negatively impacted many of our customers~~9.01 InFinancial ~~addition,~~Statements 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.~~Exhibits

(d) ~~Risks Related to Securities Markets and Investments in Our Securities~~Exhibits.

General securities market uncertainties resulting from the COVID-19 pandemic.

Exhibit
Number	Description
16.1	Letter to EXEO Entertainment, Inc. from Prager Metis, LLC dated January 7, 2022
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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.

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.

	EXEO ENTERTAINMENT, INC.
Date: April 14, 2020	By:	/s/ Robert S. Amaral
Date: February 15, 2022	By:	/s/ Robert S. Amaral
	Name:	Robert S. Amaral
	Title:	Chief Executive Officer

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