Notes
to Financial Statements
November
30, 2019 and 2018
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 Companys financial statements. The financial statements and notes are representations of the Companys management,
who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles
and have been consistently applied to the preparation of the financial statements. The Company will adopt accounting policies
and procedures based upon the nature of future transactions.
Nature
of Business
The
Company was incorporated in Nevada on May 12, 2011. The Company is based in Las Vegas, Nevada, and designs, develops, licenses,
manufactures, and distributes its products. We received inventory of the Krankz™ Bluetooth Wireless Headsets, and
we also are also working with Vegas Golden Kinght NHL team and have designed a custom headphone for them. and other new peripheral
products for the video gaming industry, including the Psyko Krypton™ surround sound gaming headphones. We have an
Exclusive Distributor Agreement with Axcel Electronics Thailand Company Limited (Cableicons, Inc.) which covers
the USA and Canada to Distribute and sell the Ford Officially Licensed Cell Phone Accessories in all wholesale and
retail channels.
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Accounting
Basis
The
Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP
accounting). The Company has adopted a November 30 fiscal year end.
Foreign
Currency Transactions
Transaction
gains and losses, such as those resulting from the settlement of nonfunctional currency receivables or payables, including intercompany
balances, are included in foreign currency gain (loss) in our consolidated statements of operations. Additionally, payable
and receivable balances denominated in nonfunctional currencies are marked-to-market at month-end, and the gain or loss is recognized
in our statements of operations.
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
Effective
January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, Fair
Value Measurements, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard
also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes
three levels of inputs that may be used to measure fair value:
Level
1 — Quoted prices for identical assets and liabilities in active markets;
Level
2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and
liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value
drivers are observable in active markets; and
Level
3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair
Value of Financial Instruments (continued)
The
Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies
as Level 1. The total amount of the Companys investment classified as Level 3 is de minimis.
Fair
value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term
investments, accounts payable, accrued expenses and notes payables approximated fair value as of November 30, 2019 and November
30, 2018 because of the relative short-term nature of these instruments. At November 30, 2019 and 2018, the fair value of the
Companys debt approximates carrying value.
Inventory
Inventories
are stated at cost, not to exceed net realized value. The cost of the Companys inventory $284,497 and $39,456 at
November 30, 2019 and 2018, respectively has been determined using the first-in first-out (FIFO) method. During the years
ended November 30, 2019 and 2018, the company has written down the value of certain of its inventory item, on the grounds
that these items constitute slow-moving inventory and thus has a vastly reduced resale value. The resulting loss of $34,600
was charged to inventory impairment and is contained within the cost of goods line item on
the income statement. The remaining valuation ascribed to these assets as of the balance sheet date is $284,497 as of
November 30, 2019 and $39,456 as of November 30, 2018.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property
and Equipment
Property
and equipment are stated at the lower of cost or fair value. Depreciation is provided on a straight-line basis over the estimated
useful lives of the assets, as follows:
Description
|
|
Estimated Life
|
Furniture & Equipment
|
|
5 years
|
Vehicles
|
|
5 years
|
The
estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such
as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could
result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of
such assets.
Maintenance
and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred.
Gains or losses on disposition of property and equipment are included in the statements of operations. There were no dispositions
during the periods presented.
Impairment
of Long-Lived Assets
The
Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting
standards. No impairments were recorded at November 30, 2019 and 2018. 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.
Revenue
Recognition
The
Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting
Standard Boards (FASB) Accounting Standards Codification (ASC) 606, Revenue From Contracts
with Customers, which consists of five steps to evaluating contracts with customers for revenue recognition: (i) identify the
contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price;
(iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.
Revenue
recognition occurs at the time we satisfy a performance obligation to our customers, when control transfers to customers, provided
there are no material remaining performance obligations required of the Company or any matters of customer acceptance. We only
record revenue when collectability is reasonably assured.
For
the years ended November 30, 2019 and 2018, the Company recognized $139,450 and $5,318 in revenue, respectively.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized.
Basic
Income (Loss) Per Share
Basic
income (loss) per share is calculated by dividing the Companys 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 Companys 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
The
Company follows ASC 718, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges
its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services
in share-based payment transactions. ASC 718 is a revision to SFAS No. 123, Accounting for Stock-Based Compensation,
and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation
costs arising from subsequent modifications of awards after the grant date must be recognized.
Concentrations
of Risk
The
Companys bank accounts are deposited in insured institutions. The maximum insured by the FDIC per bank account is not an
issue here since the Companys bank accounts do not bear any interest and the FDIC limits far exceed balances on deposit.
The Companys funds were held in a single account. At November 30, 2019 and 2018, the Companys bank balance did not
exceed the insured amounts.
The Company had one major customer that
generated approximately 92.53% of the total revenue for the year ended November 30, 2019. For the year ended November 30, 2018,
we didnt have a concentration in revenue.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting
for Research and Development Costs
The
Company records an expense in the current period for all research and development costs, which include Hardware Development Costs.
The Company does not capitalize such amounts. Pursuant to ASC Topic 730 Research and Development, once we determine that our Extreme
Gamer video game console is technologically feasible and a working model is put into use, the Company will capitalize Software
Development costs associated with its products. Once this occurs we will determine a useful life of our software and apply a reasonable
economic life of five years or less. At this time, our software development costs only relate to the Extreme Gamer and Zaaz keyboard
hardware. The software development costs cannot be separated from the associated hardware development. We do not develop stand-alone
software for sale to the retail consumers, rather we develop software in order to operate the designed hardware. The software
is designed to be encoded within chips inside the hardware. Thus, it has been determined that the current software development
costs, which are intertwined within the hardware development, are to be expensed rather than capitalized pursuant to ASC Topic
730.
This
conclusion is also based upon our decision to devote further research and development costs in the support of our product interface
to the video game players: Sony PS3® (and other products such as Nintendo Wii® and Microsoft Xbox 360®).
Liquidity
and Going Concern
The
Company has incurred an accumulated deficit of ($10,119,541) since inception. The Company had continuing losses from
operations with resulted in its accumulated deficit. The Company incurred significant initial research and product
development costs, including expenditures associated with hardware engineering and the design and development of its hardware
components and prototypes associated with the Zaaz™ keyboard, the Extreme Gamer, and the Psyko Krypton™ surround
sound gaming headphones. The Company also incurred costs associated with its acquisition of equipment and vehicles for its 10,000 square foot office and warehouse.
These
factors create substantial doubt about the Companys ability to continue within one year from the date of the filing. The
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue
as a going concern.
The
ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common
stock or obtaining debt financing and attaining future profitable operations.
Managements plan includes increasing revenue, 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 Companys
results of operations, financial position or cash flow except as noted below.
In
February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This guidance requires an entity to recognize lease liabilities
and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entitys leasing arrangements.
ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that
reporting period, with early adoption permitted. In July 2018, the FASB approved an amendment to the new guidance that allows
companies the option of using the effective date of the new standard as the initial application (at the beginning of the period
in which it is adopted, rather than at the beginning of the earliest comparative period) and to recognize the effects of applying
the new ASU as a cumulative effect adjustment to the opening balance sheet or retained earnings.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent
Accounting Pronouncements (continued)
The
Company adopted this accounting standard at the beginning of the second quarter of fiscal 2019 using the new transition election
to not restate comparative periods. The Company elected the package of practical expedients upon adoption, which permits the Company
to not reassess under the new standard the Companys prior conclusions about lease identification, lease classification and initial
direct costs. In addition, the Company elected not to separate lease and non-lease components for all real estate leases and did
not elect the hindsight practical expedient. Lastly, the Company elected the short-term lease exception policy, permitting it
to exclude the recognition requirements of this standard from leases with initial terms of 12 months or less. Upon adoption, the
Company recognized right of use lease assets of approximately $209,000 and operating lease liabilities of approximately $204,000
on its balance sheet. In addition, upon adoption deferred rent and various lease incentives which were recorded as of March 1,
2019 were reclassified as a component of the right-of-use assets. Upon adoption, the Company recognized a cumulative adjustment
decreasing opening retained earnings by approximately $4,000 due to the impairment of certain right-of-use assets. The adoption
of the new standard did not have a material impact on the consolidated statements of operations or cash flows.
On
June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for sharebased
payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees
would be aligned with the requirements for share-based payments granted to employees.
For
public business entities (PBEs), the amendments in ASU 2018-07 are effective for fiscal years beginning after December 15, 2018,
including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial
statements have not yet been issued (for PBEs) or have not yet been made available for issuance (for all other entities), but
no earlier than an entitys adoption date of ASC 606. If early adoption is elected, all amendments in the ASU that
apply must be adopted in the same period. In addition, if early adoption is elected in an interim period, any adjustments should
be reflected as of the beginning of the fiscal year that includes that interim period.
ASU
2018-07 generally requires an entity to use a modified retrospective transition approach, with a cumulative-effect adjustment
to retained earnings as of the beginning of the fiscal year, for all (1) liability-classified nonemployee awards that have not
been settled as of the adoption date and (2) equity-classified nonemployee awards for which a measurement date has not been established.
In the application of a modified retrospective transition approach:
|
●
|
The
ASUs transition provisions do not apply to equity-classified awards for which a measurement date was previously established
under ASC 505-50 because of the existence of a performance commitment or because performance was complete.
|
|
|
|
|
●
|
The
ASU requires equity-classified awards (for which a measurement date has not been previously established) to be remeasured on the
basis of their adoption-date fair-value-based measure.
|
|
|
|
|
●
|
An
entity applies the guidance on modifications of an award from liability to equity classification (i.e., the unsettled liability
award as measured on the adoption date would be reclassified to equity) to determine the cumulative-effect adjustment to equity
for unsettled awards that are currently classified as a liability but will be classified as equity under the ASU.
|
|
|
|
|
●
|
An
entity should not adjust the basis of assets that include nonemployee share-based payment costs if the assets are completed (e.g.,
finished goods inventory or fixed assets for which amortization has commenced).
|
However,
if a nonpublic entity changes its measurement of nonemployee awards to calculated value instead of a fair-value-based measure,
the ASU requires the entity to use a prospective approach.
The
Company adopted this effective December 1, 2019.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
B: PROPERTY AND EQUIPMENT
The
Company owned property and equipment, recorded at cost, which consisted of the following at November 30, 2019 and 2018:
|
|
November 30, 2019
|
|
|
November 30, 2018
|
|
Furniture and fixtures
|
|
$
|
22,267
|
|
|
$
|
21,499
|
|
Office & computer equipment
|
|
|
76,981
|
|
|
|
37,982
|
|
Vehicles
|
|
|
101,944
|
|
|
|
101,944
|
|
Subtotal
|
|
|
201,192
|
|
|
|
161,425
|
|
Less: Accumulated depreciation
|
|
|
(156,665
|
)
|
|
|
(132,849
|
)
|
Property and equipment, net
|
|
$
|
44,527
|
|
|
$
|
28,576
|
|
Depreciation
expense was $23,818 and $13,718 for the years ended November 30, 2019 and 2018, respectively.
Note
C: RESEARCH AND DEVELOPMENT COSTS
The
Company incurred $60 and $3,148 for research and development costs for the years ended November 30, 2019 and 2018, respectively.
These costs relate to hardware engineering, design and development of the Krankz™ and Krankz Maxx™ Bluetooth Wireless
Headset and the Psyko Krypton® surround sound gaming headphones for personal computers.
Note
D: PREPAID EXPENSES
At
November 30, 2019 and 2018, the balance of prepaid expenses on the balance sheet of the Company is $51,479 and $138,850, respectively,
which primarily relates to a deposit on prepaid rent and for our sponsorship agreement.
Note
E: PATENT AND TRADEMARKS
In
June 2013, the Company executed a license agreement with Psyko Audio Labs Canada to manufacture and distribute the Carbon and
Krypton line of patented headphones. US Patent # 8,000,486 (for the Psyko Krypton™ surround sound gaming headphones). On
April 2, 2015, Krank Amplifiers, LLC submitted to the U.S. Patent and Trademark Office a request for a design mark as to Krank
Amplifiers) for registry on the Principal Register (serial number 86585697). This design mark includes the name Krank Amplifiers.
The requested goods and services category is for IC 009, which is the same category in which our Company would request as to our
common law trademark Krankz™. This amplifier company submitted its mark on the basis of 1B – not yet
in commerce, while our Company has used the name Krankz™ in commerce for several years, well before Krank Amplifiers. As
of the date of this report, no office action has been taken by the U.S. PTO. We may no longer be able to use the common law trademark
Krankz™ if Krank Amplifiers is granted its trademark and we do not file an opposition to such mark or we do
not prevail in the defense of our mark in the U.S. Trademark and Trial Appeal Board (TTAB).
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
F: COMMON STOCK
The
Company has 100,000,000 shares at $0.0001 par value common stock authorized and 29,054,235 and 26,697,109 shares issued and outstanding
at November 30, 2019 and 2018, respectively.
During
the year ended November 30, 2018, the Company sold 971,556 shares of common stock for cash totaling $697,250. The price per share
is equal to eighty-five percent of the average daily Ask Price as quoted on the OTC Electronic Bulletin Board Quotation
System for the ten trading days immediately preceding the Closing. In addition, for each share of common stock purchased, each
investor shall receive two warrants. Warrant A shall provide the investor the right to purchase one additional share of the Companys
common stock equal to one hundred percent of the average daily Ask Price as quoted on the OTC Electronic Bulletin
Board Quotation System for the ten trading days immediately preceding the Closing. Warrant B shall provide the investor the right
to purchase one additional share of the Companys common stock equal to one hundred twenty-five percent of the average daily
Ask Price as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days immediately preceding
the Closing.
During
the year ended November 30, 2018, the Company issued a total of 480,463 shares of common stock and increased the common stock
payable by $357,250. The balance of common stock payable as of November 30, 2018 was $426,000.
During
the year ended November 30, 2019, the Company sold 1,528,809 shares of common stock for cash totaling $1,055,484. The price per
share is equal to eighty-five percent of the average daily Ask Price as quoted on the OTC Electronic Bulletin Board
Quotation System for the ten trading days immediately preceding the Closing. In addition, for each share of common stock purchased,
each investor shall receive two warrants. Warrant A shall provide the investor the right to purchase one additional share of the
Companys common stock equal to one hundred percent of the average daily Ask Price as quoted on the OTC Electronic
Bulletin Board Quotation System for the ten trading days immediately preceding the Closing. Warrant B shall provide the investor
the right to purchase one additional share of the Companys common stock equal to one hundred twenty-five percent of the
average daily Ask Price as quoted on the OTC Electronic Bulletin Board Quotation System for the ten trading days
immediately preceding the Closing.
During
the year ended November 30, 2019, the Company issued 106,985 shares of common stock for the conversion of 15,000 shares of Series
B Preferred Stock.
During
the year ended November 30, 2019, the Company issued 74,200 shares of common stock and received $47,120 for the exercise of warrants.
As of the date of this filing, the Company recorded $10,000 in stock payable since the shares were not issued.
During
the year ended November 30, 2019, the Company issued 83,000 shares of common stock for services rendered of $82,650. The shares
were valued according the closing price of the common stock as quoted on the OTC Electronic Bulletin Board Quotation System on
the grant date.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
G: STOCK OPTIONS AND WARRANTS
Stock-Based
Compensation to Employees
The
following is a summary of the status of all of the Companys stock options issued to the Companys management as of
November 30, 2019 and 2018 and the changes from for the years ended November 30, 2018 and 2017.
|
# of
Options
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining Life
|
Outstanding
November 30, 2016
|
4,000,000
|
$ 0.25
|
-
|
Granted
|
-
|
$ -
|
-
|
Exercised
|
-
|
$ -
|
-
|
Cancelled
|
(4,000,000)
|
$ -
|
-
|
Outstanding
at November 30, 2017
|
-
|
$ -
|
-
|
Granted
|
-
|
$ -
|
-
|
Exercised
|
-
|
$ -
|
-
|
Cancelled
|
-
|
$ -
|
-
|
Outstanding
at November 30, 2018
|
-
|
$ -
|
-
|
Exercisable
at November 30, 2018
|
-
|
$ -
|
-
|
Exercisable
at November 30, 2017
|
-
|
$ -
|
-
|
Stock
Warrants Issued to Investors
Prior
to March 3, 2014, the Company issued 48,750 common stock warrants to Series A Preferred Stock purchasers in February and March
2014. All of the warrants expired in February and March 2017.
The
following is a summary of the status of all of the Companys stock warrants as of November 30, 2019 and 2018, and the changes
for the years ended November 30, 2019 and 2018.
|
# of
Warrants
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining Life
|
Outstanding
November 30, 2017
|
2,854,174
|
$ 1.02
|
0.22
|
Granted
|
1,943,112
|
$ 0.95
|
1.03
|
Exercised
|
-
|
$ -
|
-
|
Cancelled
|
-
|
$ -
|
-
|
Outstanding
at November 30, 2018
|
4,797,286
|
$ 1.01
|
1.03
|
Granted
|
1,947,722
|
$ 1.05
|
2.26
|
Exercised
|
(642,613)
|
$ 1.04
|
-
|
Cancelled
|
(968,913)
|
$ 0.88
|
-
|
Outstanding
at November 30, 2019
|
5,133,482
|
$ 0.66
|
1.19
|
Exercisable
at November 30, 2019
|
5,133,482
|
$ 0.66
|
1.19
|
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
H: PREFERRED STOCK
Issuances
of Series A Convertible Preferred Stock
Since
March 3, 2014, the Company has not offered or sold any Series A Convertible Preferred Stock and has no intent to do so during
fiscal years ended November 30, 2019 and 2018.
Issuances
of Series B Convertible Preferred Stock
On
January 14, 2014, the Board of Directors of Exeo Entertainment, Inc. (the Company adopted a resolution pursuant
to the Companys Certificate of Incorporation, as amended, providing for the designations, preferences and relative, participating,
optional and other rights, and the qualifications, limitations and restrictions, of the Series B Convertible Preferred Stock.
On
January 18, 2014, the Company filed a Certificate of Designations for a Series B Convertible Preferred Stock. The authorized number
of Series B Convertible Preferred Stock is 1,000,000 shares, par value 0.0001. The holders of shares of Series B Convertible Preferred
Stock shall vote as a separate class on all matters adversely affecting the Series B Stock. The authorization or issuance
of additional Common Stock, Series B Convertible Preferred Stock or other securities having liquidation, dividend, voting or other
rights junior to or on a parity with, the Series B Convertible Preferred Stock shall not be deemed to adversely affect the Series
B Convertible Preferred Stock. In each case the holders shall be entitled to one vote per share. During the conversion
period, each Series B Preferred share may be converted to common stock at a fixed conversion price of $1.25 per share or the Variable
Conversion Price set forth in the Companys Certificate of Designation. Series B stock bears interest at 12% per annum,
paid annually, with principal paid at maturity twenty-four (24) months after the date of issuance of the stock. Principal repayment may not apply if the stockholder exercises the right to convert all preferred stock to common
stock during the conversion period.
All
shares of redeemable convertible preferred stock have been presented outside of permanent equity in accordance with ASC 480-10,
Classification and Measurement of Redeemable Securities. The Company accretes the carrying value of its Series A and B
redeemable convertible preferred stock to its estimate of fair value (i.e. redemption value) at period end.
The
estimated fair value of the Series A and Series B redeemable convertible preferred stock at November 30, 2019 was $177,985 and
$1,873,202, respectively.
The
estimated fair value of the Series A and Series B redeemable convertible preferred stock at November 30, 2018 was $163,361 and
$1,725,191, respectively.
The dividends for the year ended November
30, 2019 and 2018 were $162,635 and $162,885, respectively. No dividends have been paid.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
I: RELATED PARTY TRANSACTIONS
Notes
Payable to Officer
An
officer received promissory notes from the Company in exchange for loans from the officer for $85,000. The terms of the notes
provide that the Company shall repay the principal of each note in full within nine months of the date of each note. In addition,
the Company is obligated to pay interest at a flat rate of 6.00% upon maturity of each note. At the sole discretion of the officer,
the notes may be extended for an additional nine-month term. The Officer agreed to extend the notes for an additional nine-month
period. The maturity dates after the extensions are reflected below. In November 2015, the Company made a $10,000 payment to an
officer towards the entire principal of one note dated December, 2013. The Company made no payment towards $28,084 accrued interest.
Date
of Each Note
|
Amount
of Each Note
|
Accrued
Interest through the
Maturity Date
|
Maturity
Date of Each Note
|
December
30, 2013
|
$
25,000
|
$
6,804
|
September
29, 2016
|
January
24, 2014
|
$
50,000
|
$11,983
|
October
23, 2016
|
Compensation
of Officers
The
Company entered into officer compensation agreements with two officer/directors. The cash amount paid to the two officers in total
was $161,555 and $161,617 during the years ended November 30, 2019 and 2018, respectfully.
Note
J: COMMITMENTS AND CONTINGENCIES
Royalty
Payable Obligation
At
January 1, 2015, the Company is obligated to pay minimum monthly royalties of approximately $80,000 (CDN $100,000) per quarter
for the remaining term of the Psyko Audio Labs contract. The company carries the risk of currency exchange rate
fluctuations as our royalty obligation under the license agreement is stated in Canadian dollars. Royalty payable
was $1,431,665 and $1,129,455 as of November 30, 2019 and 2018. For the years ended November 30, 2019 and 2018, royalty expense
and the related gain/(loss) on foreign currency transactions were ($1,252) and $38,759, respectively.
Note
K: LEASES
In
the first quarter of fiscal 2019 the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic
842), and related amendments.
The Company leases certain property consisting principally of
its corporate headquarters and a vehicle under operating leases. Many of the Companys leases include options to renew at
the Companys discretion. The renewal options are not included in the measurement of right-of-use (ROU) assets
and lease liabilities as the Company is not reasonably certain to exercise available options. Rent escalations occurring during
the term of the leases are included in the calculation of the future minimum lease payments and the rent expense related to these
leases is recognized on a straight-line basis over the lease term.
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
K: LEASES (CONTINUED)
The
Company determines whether an agreement contains a lease at inception based on the Companys right to obtain substantially
all of the economic benefits from the use of the identified asset and its right to direct the use of the identified asset. Lease
liabilities represent the present value of future lease payments and the ROU assets represent the Companys right to use
the underlying assets for the respective lease terms. ROU assets and lease liabilities are recognized at the lease commencement
date based on the present value of the lease payments over the lease term. The ROU asset is further adjusted to account for previously
recorded lease-related expenses such as deferred rent and other lease liabilities. As the Companys leases do not provide
an implicit rate, the Company uses its incremental borrowing rate as the discount rate to calculate the present value of lease
payments. The incremental borrowing rate represents an estimate of the interest rate that would be required to borrow on a collateralized
basis over a similar term an amount equal to the lease payments in a similar economic environment.
The
Company elected not to recognize a ROU asset and a lease liability for leases with an initial term of twelve months or less and
not to separate lease and non-lease components. In addition to minimum lease payments, certain leases require payment of a proportionate
share of real estate taxes and certain building operating expenses or payments based on a percentage of sales in excess of a specified
base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability
of the payment amount and are recorded as a lease expense in the period incurred. The Companys lease agreements do not
contain residual value guarantees or significant restrictions or covenants other than those customary in such arrangements. As
of November 30, 2019, the Company did not have material leases that had been signed but not yet commenced.
The
components of lease cost are as follows:
|
|
For the year ended
November 30, 2019
|
|
Operating lease cost
|
|
$
|
147,005
|
|
Total lease cost
|
|
$
|
147,005
|
|
The
following table discloses the weighted average remaining lease term and weighted average discount rate for the Companys
leases as of November 30, 2019:
|
|
For the year ended
November 30, 2019
|
|
Remaining lease term – operating leases (years)
|
|
|
1.34
|
|
Incremental borrowing rate
|
|
|
5.57
|
%
|
|
|
|
|
|
As
of November 30, 2019, the Company had the following future minimum operating lease payments:
Fiscal Year
|
|
|
|
2020
|
|
$
|
106,728
|
|
2021
|
|
|
14,049
|
|
Total lease payments
|
|
|
120,777
|
|
Less: interest
|
|
|
4,427
|
|
Total lease obligation
|
|
$
|
125,204
|
|
EXEO
ENTERTAINMENT, INC.
Notes
to Financial Statements
November
30, 2019 and 2018
Note
L: SUBSEQUENT EVENTS
On
December 19, 2019, the Company received $10,000 for the exercise of warrants and plan to issue 20,000 shares of common stock.
On
January 15, 2020, the Company received $75,000 for the exercise of warrants and plan to issue 200,000 shares of common stock.
In
December 2019 and January 2020, the Company sold 235,977 shares of common stock and 471,954 warrants in exchange for cash of $190,000.
Item
15(B) Exhibits