Exeo Entertainment, Inc. (Form: 10-Q, Received: 10/06/2014 06:00:56)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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

For the quarterly period ended August 31, 2014


¨	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)

(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	Yes 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 23,948,100 shares of the issuer’s common stock, par value $0.0001 per share.

		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	9

Item 4	Controls and Procedures	9

PART II – OTHER INFORMATION		9

Item 1	Legal Proceedings	9

Item 1A	Risk Factors	10

Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	10

Item 3	Defaults Upon Senior Securities	11

Item 4	Mine Safety Disclosures	11

Item 5(a)	Other Information	11

Item 6	Exhibits	12

	Signatures	12

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 and nine months ended August 31, 2014 are not necessarily indicative of the results that can be expected for the year ending November 30, 2014.

EXEO ENTERTAINMENT, INC.

(A DEVELOPMENT STAGE COMPANY)


Balance Sheets as of August 31, 2014 and November 30, 2013	F - 1

Statements of Operations for the three and nine months ended August 31, 2014 and 2013, and the period from May 12, 2011 (inception) to August 31, 2014	F - 2

Statements of Cash Flows for the nine months ended August 31, 2014 and 2013, and the period from May 12, 2011 (inception) to August 31, 2014	F - 3

Notes to Financial Statements	F - 4 – F – 13

EXEO ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(unaudited)	August 31,			November 30,
	2014			2013

ASSETS

Current Assets
Cash and cash equivalents	$	459,094		$	358,299
Prepaid expenses		16,998			44,146
Total current assets		476,092			402,445

Property and equipment, net		90,147			105,563

TOTAL ASSETS	$	566,239		$	508,008

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current liabilities
Accounts payable and accrued expenses	$	43,780		$	47,480
Due to related parties		85,640			-
Notes payable		9,698			9,698
Total current liabilities		139,118			57,178

Long-term liabilities
Notes payable		11,795			19,186
Total long-term liabilities		11,795			19,186

Total Liabilities		150,913			76,364

Stockholders' Equity
Convertible Preferred Stock Series A - 15%, $0.0001 par value, 1,000,000 shares
authorized, 19,500 and no shares issued, respectively		2			-
Convertible Preferred Stock Series B - 15%, $0.0001 par value, 1,000,000 shares
authorized, no shares issued		-			-
Common stock - $0.0001 par value, 100,000,000 shares authorized; 23,948,100,
and 23,433,100 shares issued and outstanding, respectively		2,395			2,344
Additional paid-in capital		2,723,240			2,076,147
Stock payable		154,000			-
Deficit accumulated during the development stage		(2,464,311	)		(1,646,847	)
Total stockholders' equity		415,326			431,644

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	566,239		$	508,008

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

EXEO ENTERTAINMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)

	Three month period ending August 31, 2014			Three month period ending August 31, 2013			Nine month period ending August 31, 2014			Nine month period ending August 31, 2013			From May 12, 2011 (Inception) to August 31, 2014

REVENUES	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES
Advertising		11,352			603			11,971			603			13,389
Automobile and truck		1,622			1,601			4,363			2,263			12,301
Bank service charges		543			365			1,246			1,007			2,774
Compensation - non-directors		7,285			13,886			23,395			90,711			231,797
Compensation - officers / directors		30,000			30,897			90,000			91,147			369,107
Compensation - officers / directors - common stock		50,001			50,001			150,003			150,003			469,298
Compensation - investment relations company - common stock		(400,000	)		-			-			-			-
Computer and internet		796			552			1,204			939			3,340
Consulting fees - cash		17,500			37,875			107,500			37,875			167,500
Depreciation		6,837			6,558			20,484			18,679			52,118
Filing fees		550			-			2,697			725			4,139
Legal and professional		13,193			52,755			59,893			56,460			151,340
Meals and entertainment		-			322			91			632			1,321
Office rent		21,018			21,018			63,054			63,054			267,414
Office expense		2,370			7,612			4,974			15,667			30,170
Organizational cost		-			-			-			-			875
Promotions / trade show exhibit		46,662			30,874			46,662			38,208			85,339
Promotions / other cost		8,567			-			20,836			-			20,836
Research and product development		33,036			7,375			89,863			95,213			411,376
Royalties		40,907			-			98,175			-			110,205
Travel		4,010			-			5,121			-			14,215
Utilities		6,163			3,905			14,140			14,770			59,553
TOTAL OPERATING EXPENSES		(97,589	)		266,199			815,671			677,956			2,478,406

INCOME (LOSS) FROM OPERATIONS		97,589			(266,199	)		(815,671	)		(677,956	)		(2,478,406	)

OTHER INCOME
Forgiveness of debt		-			-			5,000			-			26,018
Other income		374			-			1,059			-			1,059
TOTAL OTHER INCOME		374			-			6,059			-			27,077

OTHER EXPENSE
Interest expense		(3,799	)		(895	)		(7,852	)		(1,094	)		(12,982	)
TOTAL OTHER EXPENSES		(3,799	)		(895	)		(7,852	)		(1,094	)		(12,982	)

NET INCOME (LOSS)	$	94,163		$	(267,094	)	$	(817,464	)	$	(679,050	)	$	(2,464,311	)

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0.00		$	(0.01	)	$	(0.03	)	$	(0.03	)


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		23,948,100			23,283,621			23,604,767			22,893,114

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

EXEO ENTERTAINMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine month period ending August 31, 2014			Nine month period ending August 31, 2013			From May 12, 2011 (Inception) to August 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(817,464	)	$	(679,050	)	$	(2,464,311	)
Adjustments to reconcile net loss to net cash used in operating activities								-
Depreciation		20,484			18,679			52,118
Stock-based compensation to officers		150,003			150,003			469,298
Organization costs paid with stock		-			-			875
Forgiveness of debt		(5,000	)		-			(26,018	)
Imputed interest		-			38			2,271
Changes in assets and liabilities								-
Decrease (increase) in accounts payable and accrued expenses		1,300			18,324			(42,846	)
Decrease (increase) in pre-paid expenses		27,148			(46,482	)		95,646
Advances from officer		640			-			640
Increase in accrued interest due to related parties		-			885			2,528
Net cash used in operating activities		(622,889	)		(537,603	)		(1,909,799	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(5,067	)		(24,779	)		(98,630	)
Cash flows used in investing activities		(5,067	)		(24,779	)		(98,630	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock, net of issuance costs		497,142			919,417			2,253,192
Proceeds from stock payable, net of issuance costs		154,000			-			154,000
Proceeds from related party debt		85,000			-			106,476
Proceeds from notes payable		-			-			(16,982	)
Payments on notes payable		-			(5,713	)		12,018
Payments on related party debt		-			(16,982	)		(22,850	)
Payments on notes payable - auto loan (principal)		(7,391	)		(7,606	)		(18,331	)
Cash flows provided by financing activities		728,751			889,116			2,467,523

Net increase in cash and cash equivalents		100,795			326,735			459,094

Cash and cash equivalents, beginning of the period		358,299			130,676			-

Cash and cash equivalents, end of the period	$	459,094		$	457,411		$	459,094

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Vehicle purchased with financing	$	-		$	-		$	39,824
Vehicle purchased using a related party trade-in vehicle	$	-		$	-		$	3,810
Assumption of related party debt	$	-		$	-		$	10,832

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

F-3

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(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.

The Company was incorporated in Nevada on May 12, 2011, and is in the development stage. 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 and the Krankz ™ Bluetooth ® audio headset.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

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.

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.

F-4

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(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. The Company has impaired no fixed assets during the periods presented. 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. If an asset is still under development, future cash flows include remaining construction costs.

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.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured. From inception, the Company recognized no 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 funds are insured up to $250,000. At August 31, 2014, the Company’s bank deposits did 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.

Liquidity and Going Concern

The Company has incurred an accumulated deficit of $2,464,311 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 Krankz Maxx™ audio headset 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.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(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 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.

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 August 31, 2014 and November 30, 2013:

	August 31, 2014			November 30, 2013
Furniture and fixtures	$	21,045		$	21,045
Office & computer equipment		31,364			29,631
Vehicles		89,805			86,471
Subtotal		142,214			137,147
Less: Accumulated depreciation		(52,067	)		(31,584	)
Property and equipment, net	$	90,147		$	105,563

Depreciation expense was $6,837 and $6,558 for the three months ended August 31, 2014 and 2013, respectively. Depreciation expense was $20,484 and $18,679 for the nine months ended August 31, 2014 and 2013, respectively.

Note C: RESEARCH DEVELOPMENT COSTS

The Company incurred $33,036 and $7,375 for research and development costs for the three months ended August 31, 2014 and 2013, respectively. The Company incurred $89,863 and $95,213 for research and development costs for the nine months ended August 31, 2014 and 2013, respectively. As to the three and nine months ended August 31, 2013, these costs relate to hardware engineering, design and development of the Zaaz Keyboard, and the Extreme Gamer. As to the three and nine months ended August 31, 2014, these costs pertain to the Psyko Krypton™ surround sound gaming headphones, the Krankz and Krankz Maxx ™ Bluetooth ® audio headsets, and the Zaaz Keyboard.

Note D: PREPAID EXPENSES

At August 31, 2014, the balance of prepaid expenses was $16,998, and pertains to Psyko Audio Labs Canada (Canadian Dollars 18,103). At November 30, 2013 the balance of prepaid expenses was $44,146, and also pertains to Psyko Audio Labs. The difference of $27,148 equals the total amount of prepaid expenses applied against monthly royalty fees paid by the Company during the current fiscal year.

F-7

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

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).

The Company entered into a license agreement with Digital Extreme Technologies, Inc., a Delaware corporation, (also referred to as DXT) for use of certain intellectual property associated with the products being designed and developed by the Company. The specific terms of the license agreement are addressed under the related party transactions note I. The Black Widow keyboard is now known as the Zaaz keyboard. DXT worked to design and develop the Extreme Gamer as well as the Black Widow keyboard. The Company continues to work, under a license agreement, with DXT to advance the use of technologies designed by DXT.

DXT applied to the U.S. PTO for a patent of its Multi Video Game Changer. The agency assigned an application number of 12/543,296 to its application, which was published on February 25, 2010. The proposed 10 disk Video Game Changer is designed to interface directly with Sony PS3®, Nintendo Wii®, and Microsoft Xbox 360®. The Company anticipates incorporating Blu-Ray® compatible optics technology under a license agreement. This would allow users to insert Blu-Ray® discs into the Video Game Changer, and once connected to the video game console, to play movies on television. Sony PS3® is now capable of playing Blu-Ray® discs, but only with a capacity for a single disk. This technology would provide for the loading of up to 10 DVD’s, CD’s or Blu-Ray® discs into a single console that communicates with a video game console via USB. Furthermore, users would be able to plug in any external hard disc drive (“HDD”) directly into the console via an internal ATPI port, allowing movies, music and pictures to be played directly from the HDD.

Note F: COMMON STOCK

The Company has 100,000,000 shares at $0.0001 par value common stock authorized and 23,948,100, and 23,433,100 shares issued and outstanding at August 31, 2014 and November 30, 2013, respectively. During the period from April 22 nd to August 20 th , 2014, the Company received $387,000 in deposits from 16 accredited investors, all pre-existing investors in the common stock of the Company, who wished to exercise their common stock warrants. The Company accepted subscriptions for 483,750 common shares at $0.80 per share. This exercise price reflects a 20 percent discount from the exercise price reflected within the investors’ stock warrant agreements. In the 2 nd quarter of 2014, the Company offered no other sale of common stock. The Company also agreed to issue 48,750 common stock warrants to eight pre-existing accredited investors.

On June 4, 2014, the Company also received $25,000 from one accredited pre-existing investor who wished to subscribe to 31,250 common shares upon conversion of stock warrants. These common shares were issued by the Company on June 20, 2014 and recorded as an equity investment. During the period from July 16 th to August 22 nd , 2014, the Company also received $154,000 in deposits from nine pre-existing investors, which was recorded as stock subscriptions payable. Each of the nine investors wished to subscribe to 197,500 common shares upon conversion of stock warrants, which had been acquired in earlier fiscal years. Each person executed a stock subscription agreement and delivered funds in exchange for the delivery of common shares at a price of $0.80 per share, rather than the price of $1.00 per share as provided in the stock warrant agreements. The purchasers were all accredited investors and acquired such securities pursuant to an exemption from registration under Regulation D, section 506. In September, 2014, the Company intends to record the sales of 197,500 common shares as equity investments upon the issuance of the common stock certificates by the transfer agent.

F-8

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note F: COMMON STOCK (CONTINUED)

Common Stock Payable for Investor Relations

On February 3, 2014, the Company entered into an agreement with RedChip Companies, Inc., which is based in Maitland, Florida. Cash consideration paid to RedChip is $10,000 per month. During the nine months ended August 31, 2014, the Company paid RedChip $40,000. In the early part of the 3 rd quarter, the Company terminated the agreement with RedChip Companies, Inc.

In addition to the cash compensation described above, the Company agreed to pay stock-based consideration. A common stock payable was recorded in February, 2014 for 400,000 common shares. RedChip agreed to the cancelation of such share issuance obligation, and for the nine month period ending August 31, 2014, the Company recorded no stock subscription payable or share-based compensation expense associated with such shares.

Equity Issuance Costs

The Company incurred equity issuance costs of $4,277 and $1,437 during the three months ended August 31, 2014 and 2013, respectively. The Company incurred equity issuance costs of $12,358 and $18,905 during the nine months ended August 31, 2014 and 2013, respectively. Rather than expense these costs, such items are charged against the Company’s equity. These costs 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.

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.

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%.

F-9

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note G: STOCK OPTIONS AND WARRANTS (CONTINUED)

The following is a summary of the status of all of the Company’s stock options issued to the Company’s management as of August 31, 2014 and the changes from December 1, 2013 to August 31, 2014.

	# of Options	Weighted Average Exercise Price	Weighted Average Remaining Life
Outstanding November 30, 2013	4,100,000	$0.25	43.75 months
Granted	-	$ -	-
Exercised	-	$ -	-
Cancelled	100,000	$0.25	-
Outstanding at August 31, 2014	4,000,000	$0.25	34.50 months
Exercisable at August 31, 2014	1,500,000	$0.25	34.50 months

Stock Warrants Issued to Investors

For each common share purchased by an investor in the Company’s common stock, for no additional consideration, each investor acquired a warrant to purchase an additional two shares at the fixed price of $1.00 per share. The terms of the stock warrant include the right to exercise all or a portion of the warrants granted, shall be no more than 2 years from the date of grant of the warrant, and the exercise price is $1.00 per warrant. The warrant may not be transferred or assigned in whole or in part by the grantee.

The following is a summary of the status of all of the Company’s stock warrants as of August 31, 2014 and the changes from December 1, 2013 to August 31, 2014.

	# of Warrants	Weighted Average Exercise Price	Weighted Average Remaining Life
Outstanding at November 30, 2012	624,520	$1.00	10 months
Granted	1,875,480	$1.00	18 months
Exercised	-	$ -	-
Cancelled	-	$ -	-
Outstanding at November 30, 2013	2,500,000	$1.00	16 months
Exercisable at November 30, 2013	2,500,000	$1.00	16 months
Granted	48,750	$1.00	21 months
Exercised	712,500	$0.80	10 months
Outstanding at August 31, 2014	1,836,250	$1.00	10 months
Exercisable at August 31, 2014	1,836,250	$1.00	10 months

F-10

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note H: PREFERRED STOCK

On December 24, 2012, the Company filed an amendment to its Articles of Incorporation to change the par value of its common stock from $0.001 to $0.0001 and to add to the authorized capital of the Company 1,000,000 Series A Preferred Stock at par value $0.0001. The Company also filed a Certificate of Designation to designate the rights, preferences, privileges, and restrictions associated with Series A Convertible Preferred Shares. Prior to the current quarter, there were no prior issuances of Series A Preferred Shares. The designation of rights allows the Company to call the stock warrants at a fixed price of $5.50 per Series A Preferred Share during the entire period in which such warrants remain outstanding.

As of August 31, 2014, there have been no issuances of Series B Convertible Preferred Stock. As described in Note K – Subsequent Events, one accredited investor subscribed to 2,500 shares of Series B Stock in exchange for $12,500.

Note I: RELATED PARTY TRANSACTIONS

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. The amount paid to the two officers in total was $30,000 and $30,897 during the three months ended August 31, 2014 and 2013, respectively. The amount paid to the two officers in total was $90,000 and $91,147 during the nine months ended August 31, 2014 and 2013, respectively. 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.

Notes Payable to Officer

An officer advanced to the Company $640 and 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 extended maturity dates are reflected below.

Date of Each Note	Amount of Each Note	Maturity Date of Each Note
December 18, 2013	$ 10,000	December 15, 2014
December 30, 2013	$ 25,000	December 29, 2014
January 24, 2014	$ 50,000	January 23, 2015

F-11

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note J: COMMITMENTS AND CONTINGENCIES

On June 10, 2013, Exeo Entertainment, Inc. entered into a license agreement with Psyko Audio Labs, Canada whereby Exeo Entertainment. Inc. will manufacture and market the Psyko® Krypton and Carbon line of gaming headphones. The company will owe a 5% royalty on all headphone sales to Psyko Audio Labs. Payments are due quarterly on January 15, April 15, July 15, and October 15. In fiscal year 2014, the Company will incur increasing minimum royalty expenses as follows: $42,102 (CDN $46,787) and $60,155 (CDN $66,849) in the 3 rd and 4 th quarters, respectively. Royalty expense incurred for the three months ended August 31, 2014 was $40,907. Royalty expense incurred during the nine months ended August 31, 2014 was $98,175. 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 contract. The company carries the risk of currency exchange rate fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars.

Operating Lease Obligation

On October 25, 2012, the Company signed a lease for its current office and warehouse. The Company became a co-tenant along with DXT. The lease agreement expires on September 30, 2014. The Company agreed to a one-year extension of this lease at the same terms. 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. A deposit to secure the current lease was made by DXT in 2009. DXT will receive the security deposit at the end of the lease.

As of August 31, 2014, the monthly minimum rental payment is $7,006. Rent expense was $21,018 and $21,018 for the three months ended August 31, 2014 and 2013, respectively. Rent expense was $63,054 and $63,054 for the nine months ended August 31, 2014 and 2013, respectively.

As of August 31, 2014, minimum rent to be paid under this lease agreement is summarized as follows:

	Minimum rent payments
As of August 31, 2014	$	91,078
Total Lease Obligation	$	91,078

Note Payable for Vehicle Financing Obligations

On September 27, 2012, the Company acquired a pre-owned company vehicle on credit. The total cost basis is $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.

F-12

EXEO ENTERTAINMENT, INC.

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

(Unaudited)

Note J: COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

Years ending November 30,	Total Payments		Principal		Interest
2014		10,355		9,883		472
2015		10,355		10,073		282
2016		9,492		9,401		91
Total Financing Obligation	$	30,202	$	29,357	$	845

U.S. Distribution Agreement with Global Marketing Partners

On April 30, 2014, the Company entered into a non-exclusive contract with Global Marketing Partners, Inc., a California corporation doing business in Agoura Hills, California. The Agreement provides the Company with an avenue for the distribution of its products through various retailers. Global serves as a marketing partner to facilitate and administer the distribution of the Company’s products. A key component includes the introduction of the Company’s products to retailers using the distribution channel operated by Speed Commerce, formerly known as Navarre. The Company anticipates participation in a one-stop shop form of an arrangement via Global to access the retailers via Speed Commerce. Using this arrangement, the Company is not responsible for entering into agreements with each retailer. As of August 31, 2014, the Company has received no sales revenue associated with this contract.

The Company is required to pay Global a fee of 10% of the gross sales from products sold using the services of Speed Commerce. The Company, at its option, may contribute money to a marketing fund administered by Global. The Company is also granted a license to use the Global on-line point of sale dashboard and inventory tracking and other tools used to track the performance of this agreement.

Note K: SUBSEQUENT EVENTS

Prior to August 31, 2014, there were no sales of Series B Preferred Shares. On September 5, 2014, one accredited investor subscribed to 2,500 shares of Series B Preferred Stock in exchange for cash consideration of $12,500 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. During the conversion period, each 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.

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

OVERVIEW

Exeo Entertainment, Inc. designs, develops, licenses, manufactures, 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. We are a development stage company. From our inception to date we have not generated any 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)	In 2011, we executed an exclusive license agreement with Digital Extreme Technologies, Inc. to secure the rights to manufacture and distribute the Extreme Gamer®, Zaaz™ keyboard and the Reality Pro™ handheld gaming system.

2)	In 2012, the Company completed its first round of financing for proceeds of $773,035 and used said proceeds to continue product development on the aforementioned licensed products.

3)	In 2013, we completed our second round of financing for proceeds of $937,740 and we executed a license agreement with Psyko Audio Labs Canada to manufacture and distribute the Psyko® Carbon and Krypton line of patented headphones; Patent US # 8,000,486.

4)	In June 2013, we debuted the Extreme Gamer®, the Zaaz™ keyboard, and the Psyko® Krypton headphones to the public at the 2013 Electronic Entertainment Expo (E3) held June 11-13.

5)	In July 2013, we executed a contract with Elite Product Management, Ltd. Hong Kong to handle the sourcing, procurement, QA, Logistics and manufacturing of the Psyko® headphones, Zaaz™ keyboard, and the Extreme Gamer®.

6)	In January 2014, the SEC granted the effectiveness of our S-1 registration statement.

7)	In February 2014, FINRA approved the ticker “EXEO”.

8)	In March 2014, we were approved by DTC (The Depository Trust and Clearing Company). DTC provides the electronic basis through which stock sales bought and sold through brokers are transferred from the seller’s brokerage account to the buyer’s account.

9)	We completed the molds for the Psyko® headphones (PC model), and are working on the molds for the Psyko® video game console unit and the Zaaz™ keyboard.

10)	We completed the molds for the Krankz™ Bluetooth® audio headsets, started working on the molds for the Krankz Maxx™ audio headsets; and placed an order for the manufacturing of our Psyko® headphones (PC Model).

11)	On April 30, 2014 we entered into a non-exclusive contract with Global Marketing Partners, Inc. The agreement provides the Company with an avenue for the distribution of its products through various retailers using the Speed Commerce (formerly Navarre) channel of distribution.

12)	In May, 2014 our stock began trading on the OTC Markets and on the Over-the-Counter Bulletin Board (OTCBB).

13)	In June, 2014, we introduced our entire product line to attendees of the Electronic Entertainment Expo (E3). We had an exhibit booth and met with potential buyers.

Products and Services

Products under development include the Psyko® 5.1 surround sound gaming headphones for both PCs and consoles, Krankz™ Bluetooth™ wireless headphones, Zaaz™ Smart TV keyboards, the Extreme Gamer®; a multi-disc video game changer, and an android based portable gaming system. We have completed the engineering on the Psyko® and Krankz™ headphones. We are finalizing development on the Zaaz™ keyboard and the Krankz Maxx™ Bluetooth® Audio Headset, and will soon begin tooling for manufacturing. The Extreme Gamer™ and portable gaming system are still in development and expected to be released in 2015.

Strategy and Marketing Plan

Once manufacturing is established we intend on utilizing existing consumer electronics distributers, such as Speed Commerce to distribute our products to big box retailers such as Best Buy, GameStop, and Fry’s Electronics.

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

Competition

Psyko® Surround Sound 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.

Krankz™ Headphones

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.

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

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, 2014, 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.

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.

We entered into a license agreement with Digital Extreme Technologies, Inc., a Delaware corporation, (also referred to as DXT) for use of certain intellectual property associated with the products being designed and developed by us. The Black Widow keyboard is now known as the Zaaz keyboard. DXT worked to design and develop the Extreme Gamer as well as the Black Widow keyboard. We continue to work under a license agreement with DXT to advance the use of technologies designed by DXT.

In regard to intellectual property rights associated with Krankz™ Bluetooth® wireless headphones, we do not have a federally registered trademark in the word Krankz or Krankz Maxx. 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.

Subsidiaries

We do not have any subsidiaries.

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

Comparison of Three and Nine Month Results –for the quarters ended August 31, 2014 and 2013, respectively

Revenues and Gross Profit

The Company recorded no revenue in the three months ended August 31, 2013. The Company is a development stage company and has incurred significant costs in research and development activities. See discussion below for further information. At August 31, 2014, the Company had incurred an accumulated deficit of $2,464,311 since inception.

Costs and Expenses

Total cost and expenses were ($97,589) and $266,199 for the three months ended August 31, 2014 and 2013, respectively. Total cost and expenses were $815,671 and $677,956 for the nine months ended August 31, 2014 and 2013, respectively. The decrease in costs in the three month period ended August 31, 2014 as compared to the three month period ended May 31, 2013 is primarily due to the reversal of $400,000 stock-based compensation paid to RedChip Companies, Inc. for investor relations services. RedChip agreed to the cancellation of their stock subscription agreement.

Research and Development Costs

The Company incurred $33,036 and $7,375 for research and development costs during the three months ended August 31, 2014 and 2013, respectively. The Company incurred $89,863 and $0 for research and development costs during the nine months ended August 31, 2014 and 2013, respectively. As to the 2013 year, these costs pertain to the, Zaaz Keyboard and the Extreme Gamer. As to the 2014 year, these costs relate to the Psyko Krypton™ surround sound gaming headphones, Zaaz Keyboard, Extreme Gamer, and multi-video game changer. The increase in costs during incurred during the three months ended August 31, 2014 relates to the completion of molding and prototypes of the Krankz Bluetooth audio headset and the Psyko 5.1 surround sound video gaming headset for the P.C.

Liquidity and Capital Resources

Long-Term Debt / Note Payable and Other Commitments

License Agreement

Prepaid Expenses Associated with License Agreement

Office & Warehouse Lease Extension

In September, 2014, the Company executed a one year extension of the current lease agreement at the same terms. As of August 31, 2014, minimum rent to be paid under this lease agreement is $91,078

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

Cash Flow Information

On August 31, 2014, the Company had working capital of approximately $336,974. On November 30, 2013, the Company had working capital of approximately $345,267. The increase in working capital is nominal. 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 $459,094 and $358,299 at August 31, 2014 and November 30, 2013, respectively. This represents an increase in cash of $100,795.

Cash used in Operating Activities

The Company used approximately $622,889 of cash for operating activities in the nine months ended August 31, 2014 as compared to using $537,603 of cash for operating activities in the nine months ended August 31, 2013. This increase in cash used in operating activities which is $85,287, and is primarily attributed to the following: net increase (decrease) in prepaid expenses associated with the Psyko Audio Headsets license agreement and expenditures pertaining to the Electronic Entertainment Expo (E3) held on June 11 – 13, 2014.

Cash used for Investing Activities

Investing activities for the nine months ended August 31, 2014 used approximately $5,067 of cash as compared to using $24,779 of cash in the nine months ended August 31, 2013. This decrease in use is attributable to a reduction in the acquisition of vehicles and equipment.

Cash Provided by Financing Activities

Financing activities in the nine months ended August 31, 2014 provided $728,751 of cash as compared to providing $889,116 of cash in the nine months ended August 31, 2013. The difference of $160,365 in the nine month periods is attributable to the decrease in equity investments. The Company did not incur any debt issuance costs in 2014.

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 August 31, 2014, the Company recorded no revenue. 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.

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 are not 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. 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 was not effective as of August 31, 2014. The Company has resourced outside consultants to assist in implementing the necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

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 no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

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.

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

COMMON STOCK

Common Stock Payable for Investor Relations – Canceled Stock Subscription Agreement

Equity Issuance Costs

The Company incurred equity issuance costs of $4,277 and $1,437 during the three months ended August 31, 2014 and 2013, respectively. The Company incurred equity issuance costs of $12,358 and $18,905 during the nine months ended August 31, 2014 and 2013, respectively. Rather than expense these costs, equity issuance costs are charged against the Company’s equity. These costs 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.

PREFERRED STOCK

During the period from February 21 st to March 3 rd , 2014, the Company received $97,500 in deposits from eight accredited investors, all pre-existing investors in the common stock of the Company, who wished to subscribe to 19,500 Series A Convertible Preferred Shares and 48,750 common stock warrants. As the share certificates had not yet been issued as of May 31, 2014, these deposits were recorded to stock subscriptions payable. On June 20, 2014, the Company issued and delivered to each investor their Series A certificate. Accordingly, the Company recorded in the 3rd quarter, 2014 the share issuance in the equity section as paid in capital. Each person executed a stock subscription agreement and delivered funds in exchange for the delivery of Convertible Preferred Shares at a price of $5.00 per share. For each Convertible Preferred Share purchased by an investor, for no additional consideration, each investor was granted two and one-half common stock warrants, which may be exercised within 24 months from the date of the subscription. The purchasers were all accredited investors and acquired such securities pursuant to an exemption from registration under Regulation D, section 506.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5(a). OTHER INFORMATION

Market for the Company’s Common Stock

As of the date of filing of this Report, there is a public market for the Company’s common stock. As the Company’s shares began trading in May, 2014, as of the date of this report, there is no active public market for the Company’s common stock. The Company’s common stock is listed on the over-the-counter market and quoted on the Over-The-Counter Bulletin Board (aka OTCBB) under the trading symbol “EXEO”. We are separately listed with another market known such as OTC Link LLC, which organizes securities into one of three separate market-places, i.e. OTC: Markets – QX, Pink and QB. The Company is listed in the market-place known as OTCQB.

Material Contracts

U.S. Distribution Agreement with Global Marketing Partners

As of August 31, 2014, the Company has received no revenue on the following contract with Global Marketing Partners, Inc. On April 30, 2014, the Company entered into a non-exclusive contract with Global Marketing Partners, Inc., a California corporation doing business in Agoura Hills, California. The Agreement provides the Company with an avenue for the distribution of its products through various retailers. Global serves as a marketing partner to facilitate and administer the distribution of the Company’s products. A key component includes the introduction of the Company’s products to retailers using the distribution channel operated by Speed Commerce, formerly known as Navarre. The Company shall participate in a one-stop shop form of an arrangement via Global to access the retailers via Speed Commerce. Using this arrangement, the Company is not responsible for entering into agreements with each retailer.

Related Party Transactions

Notes Payable to Officer

An officer advanced to the Company $640 and 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 six 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 six month term. The Officer agreed to extend the notes for an additional six month period. The extended maturity dates are listed below.

Date of Each Note	Amount of Each Note	Maturity Date of Each Note
December 18, 2013	$ 10,000	December 15, 2014
December 30, 2013	$ 25,000	December 29, 2014
January 24, 2014	$ 50,000	January 23 2015

Subsequent Event

Office Lease Extension

In September, 2014, the Company reached an agreement to extend the current office and warehouse lease by one year as the same terms provided in the current lease. As of August 31, 2014 the minimum rent payments are obligated to pay equals $91,078 at the rate of $7,006 per month.

ITEM 6. EXHIBITS

INDEX TO EXHIBITS

Exhibit		Description
10.1		Third Amendment to Lease Agreement dated July 08, 2009 by and between Brigite Land Management, LLC c/o GiGi Management Co., Inc. and Exeo Entertainment, Inc.
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
99.1		Press Release dated September 12, 2014

Reports on Form 8-K

None.

Press Releases

Press Release dated September 12, 2014 in which the Company announced their placement of a manufacturing order for 5,000 units of the Psyko® 5.1 surround sound gaming headphones for the PC.

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	October 3, 2014

Robert S. Amaral
/s/ Robert S. Amaral	Chief Executive Officer,	October 3, 2014
	Treasurer and Director
	(Principal Executive and Financial Officer)

THIRD AMENDMENT TO LEASE AGREEMENT DATED JULY 08, 2009 BY AND BETWEEN

BRIGITE LAND MANAGEMENT, LLC C/O GIGI MANAGEMENT CO., INC. (LESSOR) AND

EXEO ENTERTAINMENT, INC. (LESSEE)

4478 WAGON TRAIL AVE, LAS VEGAS, NV 89118

Lessor and Lessee entered into a written agreement dated July 08, 2009 ("Lease Agreement") for the lease of an approximate +/- 10,068 sq .ft. office and warehouse building located at 4478 Wagon Trail Ave., Las Vegas, NV 89118. The existing contract between Digital Extreme Technologies remains in full force, and has been assumed by Exeo Entertainment., Inc.

In consideration of the mutual promises, provisions, terms, and conditions herein contained, the Parties hereby mutually agree to the following modifications of the lease as illustrated below. All other terms and conditions of the Lease Agreement shall remain in full force and in effect.

1. EXTENSION PERIOD : It is understood that the lease shall hereby be extended for twelve (12) months commencing when the original term ends and expiring September 30, 2015. ("Expiration Date").

2. BASE RENT SCHEDULE & OTHER RENT (Operating Expenses /NNN/CAM Fees): The Base Rent schedule shall be as outlined below. Furthermore it is understood that the Lessee shall continue to be responsible for the payment of Property Taxes, Insurance, Maintenance, Management, as outlined in the Lease Agreement and Addendum One #52. It is understood that these fees are estimated at $1,510.00 per month in addition to the Base Rent and due in the same time and fashion as the Base Rent.

October 01, 2014 - September 30, 2015		$5,496.00 Base Rent per month plus NNN/CAM fees.
		$1,500.00 Estimated NNN/CAM fees per month
		_______
		$7,006.00 TOTAL PER MONTH

3. REAL ESTATE BROKERS / REPRESENTATION : Lessee and Lessor warrant that it has dealt with no other real estate agent in connection with this contemplated transaction. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold each other harmless from and against any liability for compensation or charges which may be claimed by any other such unnamed broker, finder or similar party, including any costs, expenses, attorneys fees reasonably incurred with respect thereto.

4. NOT AN OFFER : Preparation of this Amendment and submission of same shall not be deemed an offer to lease. This Amendment shall become effective and binding upon the parties hereto only upon execution by both parties.

5. AUTHORIZED PARTIES : Any individual signing the Third Amendment has the right to sign such document on behalf of the entity. The individual is signing on behalf of the respective entity shall be bound by the terms and conditions contained herein.

6. TELECOPY, EXECUTION AND DELIVERY : A facsimile or email transmission of the Third Amendment may be executed by one or more parties hereto, and an executed copy of the Agreement may be delivered by on or more parties by facsimile or email transmission pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any Party, all Parties agree to execute an original of the Agreement as well as any facsimile, email transmission or other reproduction hereof.

Lessor:				Lessee:
BETWEEN BRIGITE LAND MANAGEMENT LLC C/O GIGI MANAGEMENT CO., INC				EXEO ENTERTAINMENT, INC.



By:	/s/ Judy G. Tarr	Date	9/14/2014	By:	/s/ Scott Amaral	Date:	9/24/14

JUDY G. TARR				SCOTT AMARAL
TITLE: MEMBER - PRESIDENT				TITLE: CEO





				By:	/s/ Jeff Weiland	Date:	9/24/14

				JEFF WEILAND
				TITLE: FOUNDER, PRESIDENT

Certification of Principal Executive Officer

Section 302 Certification

I, Robert S. Amaral, certify that:

1. I have reviewed this quarterly report on Form 10-Q for Exeo Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 3, 2014		/s/ Robert S. Amaral
			Robert S. Amaral, Chief Executive Officer (Principal Executive Officer)

Certification of Principal Financial Officer

Section 302 Certification

I, Robert S. Amaral, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exeo Entertainment, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 3, 2014		/s/ Robert S. Amaral
			Robert S. Amaral, Chief Executive Officer (Principal Financial Officer)

CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Exeo Entertainment, Inc. (the “Company”) on Form 10-Q for the quarter ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert S. Amaral, as Chief Executive Officer of the Company, and I, Jeffrey A. Weiland, as President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



By:	/s/ Robert S. Amaral	Dated:	October 3, 2014
	Robert S. Amaral
Title:	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)


By:	/s/ Jeffery Weiland	Dated:	October 3, 2014
	Jeffery Weiland
Title:	President

This certification is being furnished to the SEC as an exhibit to the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the of the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed copy of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Headline: Exeo Confirms Order for 5000 Psyko® Gaming Headphones

Las Vegas, September 12, 2014 - Exeo Entertainment, Inc. (OTCBB: EXEO) has ordered 5000 units of their Psyko 5.1 PC Gaming headphones in time for the holiday season.

CEO Scott Amaral stated “Exeo is in a position to have the Psyko® units in consumers hands for Christmas. All the reviews have been extremely favorable and we’re the only one with a true 5.1 surround sound headphone.”

Amaral went on to state: “While the 5000 units doesn’t seem like much, it represents $750,000 in revenue once sold. Our immediate goal is to get to 5000 units on a monthly basis. All you have to do is look at Astro (SKUL), Triton (MCZ) or Turtle Beach (PAMT) to gauge what the upside is.”

Psyko® is a radical design departure from traditional surround sound headsets. Psyko® headphones don’t use signal processing to simulate surround sound. Patented PsykoWave™ technology uses precision-tuned audio waveguides direct the sound from all 5 speakers in the bridge of the headphone to flow past the front and rear of both ears, creating the same audio environment that exists with a 5.1 room speaker system.

About Exeo Entertainment, Inc.    Headquartered in Las Vegas, Nevada Exeo Entertainment, Inc. (OTCBB: EXEO) is a public company that develops, acquires, manufactures, licenses and distributes unique products in the video gaming, music, and smart TV sectors. Exeo markets its products under the following brands: Psyko™ Audio, Krankz™ Audio, and Zaaz™ keyboards .

Safe Harbor Statement    This press release may contain forward-looking statements which are based on current expectations, forecasts, and assumptions that involve risks as well as uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues as well as any payment of dividends on our common and preferred stock, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods. These risks and uncertainties are further defined in filings and reports by the Company with the U.S. Securities and Exchange Commission (SEC) including but not limited to information as contained within the Company's most current quarterly reports, annual reports, and or other filings. Furthermore, the Company disclaims any intention or obligation to update or revise any such forward-looking statements, whether as a result of new information, future events, or otherwise.  