10-Q 1 ottvq22018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended April 30, 2018

 

or

 

 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: 333-163815

 

VIVA ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its charter)

 

Nevada 1311 98-0642409
(State or other jurisdiction of 
organization)
(Primary Standard Industrial 
Classification Code)
(IRS Employer Identification #)

 

 

143-41 84th Drive

Briarwood, New York 11435

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: 347-681-1668

 

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 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  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  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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

 

 

Large Accelerated filer Accelerated filer Non-accelerated filer
Smaller reporting company Emerging growth company  
(Do not check if a smaller reporting company)    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  No

 

As of June 19, 2018, 5,253,676,602 shares of common stock, $0.00001 par value per share, were outstanding.

 

 (1) 

 

 

 

 

VIVA ENTERTAINMENT GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

April 30, 2018

 

TABLE OF CONTENTS

 

  PAGE
   
PART 1 - FINANCIAL INFORMATION  
   
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Item 4. Controls and Procedures 19
     
PART II - OTHER INFORMATION  
   
Item 1. Legal Proceedings 20
Item 1A.    Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Mine Safety Disclosures 20
Item 5. Other Information 20
Item 6. Exhibits 20
   
SIGNATURES 21

 

 

 

 (2) 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

 

 

VIVA ENTERTAINMENT GROUP INC.
Condensed Balance Sheets
 
 
     

April 30, 2018

      October 31, 2017  
ASSETS                
                 
Current Assets                
Cash   $ 5,462     $ 2,682  
Total Current Assets     5,462       2,682  
                 
Other Assets                
   Software, net of amortization of $17,499 and $14,035     51,053       54,518  
Total Other Assets     51,053       54,518  
Total Assets   $ 56,515     $ 57,200  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                 
Current Liabilities                
Accounts Payable and Accrued Liabilities   $ 413,549     $ 413,549  
Accrued Interest     84,899       61,520  
Accrued Salary and Wages     462,583       439,343  
Related Party Payable     76,770       66,070  
Convertible Notes Payable, net of discount     639,737       514,402  
Derivative Liability     1,577,083       1,463,047  
Total Current Liabilities     3,254,621       2,957,931  
                 
Stockholders’ Deficit                
                 
Common Stock (6,900,000,000 shares authorized, par value $0.00001, 5,253,676,602 and 4,134,740,009 shares issued and outstanding at April 30, 2018 and October 31, 2017, respectively)     52,979       41,348  
Common Stock Issuable     1,808,250       3,079,200  
Additional paid-in capital     19,110,362       15,012,970  
Accumulated deficit     (24,169,697 )     (21,034,249 )
Total Stockholders’ Deficit     (3,198,106 )     (2,900,731 )
Total Liabilities and Stockholders’ Deficit   $ 56,515     $ 57,200  
                 
The Accompanying Notes are an Integral Part of These Financial Statements

 

 

 (3) 

 

 

VIVA ENTERTAINMENT GROUP INC.

Condensed Statements of Operations

(Unaudited)

 
    For the Three Months Ended April 30, 2018   For the Three Months Ended April 30, 2017   For the Six Months Ended April 30, 2018   For the Six Months Ended April 30, 2017
Revenues                                
    Subscriptions   $ 14,350     $ —       $ 27,451     $ —    
Operating Expenses                                
Consulting services     78,400       6,640       151,200       32,305  
Professional fees     20,450       3,500       279,797       7,500  
Content     21,106       —         53,254       —    
General and administrative     1,322,887     480,544       2,057,049       568,585  
Wages     71,485       8,768,449       173,850       8,887,291  
 Total Operating Expenses     1,514,328       9,259,113       2,715,150       9,495,681  
Loss from operations     (1,499,978 )     (9,259,133 )     (2,687,699 )     (9,495,681 )
Other expense                                
Gain on settlement of debt     —         420       (33,762       11,010  
Gain/(Loss) on change in derivative liability     147,734       —         (48,116 )     (120,588 )
Interest and derivative expense     (202,550 )     (388,405 )     (365,869 )     (1,020,678 )
Total other expense     (54,816 )     (387,985 )     (447,748 )     (1,130,256 )
Net Loss     (1,554,794 )     (9,647,118 )   $ (3,135,447 )     (10,625,937 )
Net Loss Per Common Share – Basic and Diluted     (0.00 )     (0.01 )   $ (0.00 )     (0.02 )
Weighted Average Number of Common Shares Outstanding     7,001,970,422       794,350,790       5,913,417,481       476,781,526  
                                 
The Accompanying Notes are an Integral Part of These Financial Statements

 

 

 (4) 

 

 

 VIVA ENTERTAINMENT GROUP INC.
Condensed Statements of Cash Flows
         
    For the Six Months Ended   For the Six Months Ended
      April 30, 2018       April 30, 2017  
Operating Activities                
Net loss   $ (3,135,447 )   $ (10,625,937 )
Adjustments to reconcile net loss to cash used in operating activities:                
Amortization of other assets     3,464       3,440  
Amortization of debt discount     450,727       847,160  
Penalties incurred on debt     5,123       —    
Loss on conversion of debt     33,763       —    
Change in fair value of derivative liability     351,207       250,927  
Common stock issued and payable for services     1,888,410       9,213,196  
Changes in operating assets and liabilities:                
   Accrued interest     23,379       —    
   Accrued payroll     23,240       76,635  
   Accounts payable and accrued liabilities     35,814       163,506  
Net Cash Used in Operating Activities     (320,320 )     (72,073 )
                 
Financing Activities                
   Proceeds from borrowing from related parties     12,700       31,680  
   Proceeds from sale of common stock     —         12,000  
   Payment on debt     (2,000 )     (4,620 )
   Proceeds from issuance of convertible notes     312,400       33,000  
Net Cash Used in Operating Activities     323,100       72,060  
                 
Increase (Decrease) in Cash     2,780       (13 )
Cash - Beginning of Period     2,682       385  
Cash - End of Period   $ 5,462     $ 372  
                 
Supplemental Disclosure of Cash Flow Information                
Derivative issuances   $ 352,400     $ 280,795  
Derivative conversions   $ 589,571     $ 705,588  
Derivative adjustment from debt extinguishment   $ —       $ 10,590  
Debt converted into common stock   $ 360,092     $ 468,047  
Cash paid for:                
Interest   $ —       $ —    
Income taxes   $ —       $ —    
                 
The Accompanying Notes are an Integral Part of These Financial Statements

 

 

 (5) 

 

 

VIVA ENTERTAINMENT GROUP INC.

Notes to Consolidated Financial Statements

For the Six Months Ended April 30, 2018 and 2017

 

 

NOTE 1 – NATURE OF OPERATIONS

 

Description of Business and History

 

The Company was incorporated on October 26, 2009 in the State of Nevada. The Company originally engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, the Company undertook a change in focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties.

 

On April 5, 2016, the Company completed the purchase of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation, from EMS Find, Inc. (“EMS”) pursuant to a stock purchase agreement. Viva Entertainment’s Chief Executive Officer, Johnny Falcones, was appointed as the Company’s sole director, President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.

 

Pursuant to the stock purchase agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase of all outstanding shares of stock of Viva Entertainment by the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), and the issuance of 22,000,000 shares of common stock to Johnny Falcones. For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Viva Entertainment Group, Inc. exclusive of Black River Petroleum since all predecessor operations were discontinued. As part of the transaction, stock payable and amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, additional paid-in capital and retained deficit shown are those of Viva, exclusive of Black River Petroleum. Viva had no operations prior to the quarter ended April 30, 2016.

 

In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made.  All adjustments made were of a normal recurring nature.

 

Viva Entertainment Group Inc. (F/K/A Black River Petroleum Corp.) (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York.

 

Going Concern

 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  As of April 30, 2018, the Company has a working capital deficiency and has an accumulated deficit of $24,169,697.  The continuation of Viva Entertainment Group as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 

 

 (6) 

 

 

Revenue Recognition

 

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

 

There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three and six months ended April 30, 2018 and 2017, or the twelve months ended October 31, 2017.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2017.

 

Use of Estimates

 

The preparation of financial statements in accordance with U.S. 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 net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

 

Loss Per Common Share

 

The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2018 and October 31, 2017, there were no dilutive common stock equivalents outstanding.

 

 (7) 

 

 

Fair Value of Financial Instruments

 

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of April 30, 2018 and October 31, 2017. The Company’s financial instruments consist of cash and derivative liabilities.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

 

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

 

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

  Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

  Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

  Level 3 Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)

 

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of April 30, 2018 and October 31, 2017:

 

April 30, 2018:

    Level 1   Level 2   Level 3   Total
Convertible Notes Payable, net of discount   $ 639,737     $ —       $ —       $ 639,737  
Derivative Liability     1,577,083                       1,577,083  
Total   $ 2,216,820     $ —       $ —       $ 2,216,820  

 

October 31, 2017:

    Level 1   Level 2   Level 3   Total
Convertible Notes Payable, net of discount   $ 514,402     $ —       $ —       $ 514,402  
Derivative Liability     1,463,047                       1,463,047  
Total   $ 1,977,449     $ —       $ —       $ 1,977,449  

 

 

 

 (8) 

 

 

Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

 

Cash and Cash Equivalents  

 

For purposes of the Condensed Financial Statements, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2018 and October 31, 2017, the Company had no cash equivalents.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

The detail composition of the $462,583 in accrued wages as of April 30, 2018 includes amounts owed to Company officers, Johnny Falcones ($144,515), John Sepulveda ($134,288), and Alberto Gomez ($183,781). This accrual covered services rendered by the employees for the period from April, 2016 through April 30, 2018 less payments made to such employees during the period.

 

Common Stock Issuable includes $1,808,250 in stock payable with related parties as of April 30, 2018. This stock payable is due to unissued shares earned on the employment agreements and for services performed since April 2016. 

John Sepulveda, a Company director, funded $10,000 to the Company for working capital during the year ended October 31, 2016. This amount was repaid during the 2017 fiscal year.

 

The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of April 30, 2018, a balance of $76,770 was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand.

 

During the three months ended April 30, 2018, a total of 232,000,000 shares were issued for services valued at $2,493,194 using the share price on the date of the agreements as well as the share price on the stock issuance date for shares issued outside of the terms of the initial employment agreements. Included in this total is shares that were previously recorded as Stock Payable, resulting in a decrease in Stock payable of $2,343,638. 

 

During the year ended October 31, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash proceeds of $12,500.

 

 

 (9) 

 

 

 

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

During the six months ended April 30, 2018 and in prior fiscal years, the Company issued multiple convertible notes payable to several entities. The notes bear interest at rates between 8% and 15% and are convertible at rates between 40-60% of the lowest trading price of company’s common stock over a period ranging from 5-20 days prior to the date of conversion. All of the outstanding notes are either currently due or become due on or before January 31, 2019. The notes are summarized as follows:

 

Total convertible notes payable at April 30, 2018   $ 964,258  
             Less: Current portion of notes payable     (964,258 )
Long term portion of notes payable   $ —    

 

The following table summarized the convertible note activity in the six months ended April 30, 2018 and the year ended October 31, 2017: 

 

    Principal Balance   Loan Discount   Accrued interest
October 31, 2016   $ 975,100     $ (607,777 )   $ 43,426  
Issued in the year     1,026,202       (1,111,092 )     —    
Converted into stock or repaid     (1,013,778 )     —         (28,765 )
Amortization of debt discount     —         1,335,747       —    
Interest accrued     —         —         46,589  
October 31, 2017   $ 897,524     $ (383,122 )   $ 61,520  
Issued in the quarter     352,400       (352,400 )     —    
Converted into stock or repaid     (324,278 )     —         (35,815 )
Assignments, net     38,612       (39,726 )        
Amortization of debt discount     —         450,727       —    
Interest accrued     —         —         59,194  
April 30, 2018   $ 964,258     $ (324,521 )   $ 84,899  

  

The Company evaluated the terms of the conversion features of its convertible debentures in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined they are indexed to the Company's common stock and the conversion features meet the definition of a liability, and therefore bifurcated the conversion features and accounted for them as a separate derivative liability.

 

Changes in Derivative Liabilities were as follows:

October 31, 2016     1,248,689  
Issuance of derivative     1,086,089  
Conversion into stock or assignment     (1,827,309 )
Extinguishment of debt     (10,590 )
Change in fair value     966,168  
October 31, 2017   $ 1,463,047  
Issuance of derivative     352,400  
Conversion into stock or assignment     (589,571 )
Extinguishment of debt     —    
Change in fair value     351,207  
April 30, 2018     1,577,083  

  

 (10) 

 

  

NOTE 5 – NOTES PAYABLE

 

Pursuant to the Stock Purchase Agreement, the Company issued to EMS a promissory note in the principal amount of $100,000, due six months from the Closing, which represents the purchase price paid by the Company for Viva Entertainment. The note bears interest at the rate of 10% per annum. During the year ended October 31, 2017, all principal and interest was converted into common stock.

 

NOTE 6 - COMMON STOCK 

 

During the six months ended April 30, 2018, the Company had the following common stock transactions:

  A total of 552,903,260 shares were issued on the conversion of notes payable, interest, and associated penalties totaling $360,092.
     
  •  During the three months ended January 31, 2018, a total of 378,333,333 shares were issued for services valued at $666,167 using the share price on the date of the agreements. Included in this total is services to we performed over a 12-month period that immediately vested. 
     
  During the three months ended April 30, 2018, a total of 232,000,000 shares were issued for services valued at $2,493,194 using the share price on the date of the agreements as well as the share price on the stock issuance date for shares issued outside of the terms of the initial employment agreements. Included in this total is shares that were previously recorded as Stock Payable, resulting in a decrease in Stock payable of $2,343,638. 
     
 

During the year ended October 31, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash proceeds of $12,000.

Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933.

 

NOTE 7 - LITIGATION 

 

The Company has been involved in a protracted dispute with one of its creditors regarding the conversion of notes payable, applicable penalties and interest. As a result, the Company is the subject of a lawsuit filed in December 2017 in New York. Management believes that all obligations to the creditor have been met and that additional claims are usurious and unjustified. The Company has recorded a liability of $55,175 in Convertible Notes Payable for the value of the notes the creditor considers outstanding and has recorded an additional $150,000 in accrued expenses to account for the potential exposure in the event either a settlement is reached or the Company loses in litigation.

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company reviewed material events Subsequent to April 30, 2018. None were noted.

 (11) 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward Looking Statements

 

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Overview

 

Viva Entertainment Group Inc. (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York.

 

Internet Protocol Television (IPTV/OTT) is a system through which television services are delivered using the Internet protocol suite over a network such as the Internet, instead of being delivered through traditional terrestrial, satellite signal, and cable television formats.

IPTV services may be classified into three main groups: 1) Live television, with or without interactivity related to the current TV show; 2) Time-shifted television: catch-up TV (replays a TV show that was broadcast hours or days ago), start over TV (replays the current TV show from its beginning); 3) Video On Demand (VOD): browse a catalog of videos, not related to TV programming.

A Content Delivery Network (CDN) is an interconnected system of computers on the Internet that provides Web content rapidly to numerous users by duplicating the content on multiple servers and directing the content to users based on proximity. CDNs are used by Internet Service Providers (ISPs) to deliver static or dynamic Web pages but the technology is especially well suited to streaming audio, video, and Internet Television ( IPTV ) programming Over-The-Top (OTT) content, describes broadband delivery of video and audio without a multiple system operator being involved in the control or distribution of the content itself. Consumers can access OTT content through internet-connected devices such as PCs, laptops, tablets, smart phones including iPhones and Droid phones, set-top boxes, Smart TVs and gaming consoles. 

 

 

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Platform:

 

The company’s subscription offering provides the components and systems to build up a CDN and along with Viva Middleware (the heart of the system), allows the provision of IPTV (Live and VOD) and other value added services, no matter the type of network (managed or unmanaged) or the number of subscribers.

 

Middleware:

 

Interactive TV Middleware is a multi service delivery platform (MSDP), providing converged and interactive IPTV services for the ISP, Telco, Cable and Campus/Hospitality market. The platform enables end users to enjoy rich multimedia services any time - any place. Services can be delivered over IP, DVB-C/T/S or 3G/4G access networks using several different devices in managed network or Over The Top, via open Internet. In addition, this innovative approach enables third parties to develop attractive first or second screen applications on different devices like PC, mobile phones, tablets, Smart TV sets or various STB devices.

Competitive Edge:

The platform represents the heart of the IPTV ecosystem, enabling service providers to accomplish attractive visual and functional differentiation of their IPTV service. Agile development allows service providers quick response to competitive market conditions. The company's main competitive advantages are field proven application platform, platform openness and flexibility, unique bouquet of IPTV converged multimedia services and customizable, responsive and graphics-rich user interface. Pay as you grow approach enables service providers to start slowly and extend the system according to the actual growth of the subscriber base. The platform comes with comprehensive system management module, which enables total control over operational parameters and central customer, device and service provisioning. The company enables the service provider to manage its video, audio and information assets and to offer these assets within reliable and compelling platform. It offers a rich information support for Live TV service with customizable channel list and e-program guide in various shapes. TV channel recording functionality is available in various flavors to satisfy user's needs and lifestyle: program recording, Time-shifting, Pause Live TV and Instant TV recording. Middleware is offered as a standalone solution, as the most important building block for the complete end to end IPTV solution, whether in the multicast, DVB or Over the Top environment.

The company's IPTV solution is based on the best of breed components and solutions from the leading vendors in the IPTV world that have been proven in many wide and varied cases and environments in the past. End-2-End solutions designed by the company are based on the Open Standards Systems and Standards adopted in the DVB and IP world. 

Distribution 

 

Our company operates three main specific segments of business.  They are the following:  (1) Broadcast and Digital Content Syndication to media distribution affiliated companies; (2) Direct-To-Consumer content subscription and on demand content services; (3) Consumer Electronic Subscription Sales that are company branded and sold to engaged customers on our owned and/or affiliated media platforms to ensure an enhanced audience participation experience.  Each are dependent on some common variables including brand recognition and reinforcement, ability to adequately market our services, and the continued use of available technology tools to enable efficient growth and management of the business.  We operate and derive revenues for the aforementioned areas of businesses mentioned herein as follows:

 

(1) Broadcast and Digital Content Syndication:

a.     This business relies on the continued increase of content offerings into the marketplace offered to media companies in both the broadcast and digital media space.

b.     There’s a heavy reliance factor on the levels of audience, customer engagements, and ratings that determine the levels of participation that our content has.

c.     The successful sale of advertising associated with our syndicated content depends to the aforementioned levels of active consumer engagements with our media affiliated partners.

d.     Part of the business model is to license the content to these media entities that become our content affiliates.

e.     The company will derive revenue from the sale of advertising offerings that are directly associated with the content subscription being syndicated to these media affiliated entities.

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(2) Direct-To-Consumer Content Subscription and On Demand Content Services:

a.     This business relies on the successful completion and launch of our company’s own content software application.  

b.     The application branded as, “Oi2” is being engineered to be a full cross-platform accessible software application that will be made available on most mobile devices, media enabled set-top boxes and connected devices, as well as, other available distribution outlets in an effort to accommodate various consumer behaviors as it relates to content consumption.

c.     The company has secured affiliation agreements to provide a wide offering of content subscription available to consumers including but not limited to live and linear broadcast and cable television networks, on demand prime time television shows, pay-per-view and purchase options for an estimated 7,000+ Hollywood films/movies, and hundreds of audio channels in a wide variety of genres and formats.  

d.     The content subscription offerings for this business derives revenues from active consumer subscriptions of content, as well as, per instance or pay-per-view and on demand offerings that require the consumer to pay using a bank credit or debit card per transaction.

(3)  Consumer Electronic Subscription Sales:

a.     This part of the business is based on a joint venture with third party partners under our JV with Oi2.

b.     The third party partner owns and controls a consumer electronics sourcing company that provides electronic consumer goods to certain retail store chains and e-commerce sales outlets.

c.     The joint venture agreement allows for the company to open e-commerce stores on its own consumer directed media software applications and/or third party affiliated distribution partner platforms.

d.     Once launched revenues will be derived from the sales of consumer electronics subscription for a revenue share of the sales (after manufacturing, sourcing, shipping, and other related expenses are accounted for).    

Growth Strategy

 

The company has a multifaceted approach to marketing its services and offerings.   These are mainly based on the business unit:

 

(1) Broadcast and Digital Content Syndication:

a.     The company engages in direct calls to prospective media affiliated partners using its in-house staff of affiliate sales and affiliate relations personnel.

b.     The company markets on a regular basis most of its content offerings via industry targeted bulk email offerings or participation in industry related trade shows and sponsored events.

c.     The company also brings market awareness of its content services and offerings using widely distributed press releases to known industry related trade publishers.

 

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(2) Direct-To-Consumer Content Subscription and On Demand Content Services:

a.     The company plans to utilize unsold media inventory from its broadcast and digital content syndication business to promote the Oi2 App brand awareness and content subscription offerings in an aim to drive audiences to download or seek the application in the device of their choosing.

b.     The company also plans to leverage its existing relationships with industry media affiliated partners that desire to bring awareness of their own content offerings in our App thus driving their consumer base to actively be incentive to download or seek the application in the device of their choosing.

c.     The company is currently actively in deployment of a social media marketing initiative to bring awareness and drive incentives to consumers to actively download or seek the application in the device of their choosing.

d.     The company is currently working with a certain increasing number of “social media influencers” or well-known talents that have been incentivized by the company to provide them with their own space to feature their branded content on our App.  As such their main task is to drive their social media followers to actively pursue their respective featured content on our App thus aiding in the increase of consumer downloads of the app and active user engagements.

(3) Consumer Electronic Subscription Sales:

a.     The company plans to utilize unsold media inventory from its broadcast and digital content syndication business to promote our App Consumer Electronic Subscriptions brand awareness and content subscription offerings in an aim to drive audiences to download or seek the application in the device of their choosing.

b.     The company also plans to leverage its existing relationships with industry media affiliated partners that desire to bring awareness of their own content offerings in our App Consumer Electronic Subscription thus driving their consumer base to actively be incentive to download or seek the application in the device of their choosing. 

c.     The company is currently actively in deployment of a social media marketing initiative to bring awareness and drive incentives to consumers to actively download or seek the application in the device of their choosing.

Plan of Operation

 

As of April 30, 2018 we had a working capital deficiency of $3,249,159 and accumulated deficit of $24,169,697. We had revenues from subscription in amount of $14,350 and $27,451 during the three and six months ended April 30, 2018, respectively.

 

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any material revenues or profits.

 

We have only four officers and directors. They are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. 

 

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Limited Operating History

 

There is no historical financial information about us upon which to base an evaluation of our performance. The revenues generated to date was small. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

 

Results of Operations  

 

Revenues

 

We had revenues from subscription in amount of $14,350 and $27,451 during the three and six months ended April 30, 2018, respectively, compared to zero revenues during the comparative periods in 2017.  

 

Operating Expenses 

 

For the three months ended April 30, 2018, we incurred operating expenses in the amounts of $1,514,328, compared to the operating expenses in the amounts of $9,259,113 during the three months ended April 30, 2017. Our operating expenses were comprised of: (i) consulting services expenses of $78,400 and $6,640 for the three months ended April 30, 2018 and 2017, respectively (ii) content expenses of $21,106 for the three months ended April 30, 2018, which was $0 during the comparative period in 2017 (iii) professional fees of $20,450 and $3,500 for the three months ended April 30, 2018 and 2017, respectively (iv) general and administrative expenses of $1,322,887 and $480,544 for the three months ended April 30, 2018 and 2017, respectively, and (v) wage expenses of $71,485 and $8,768,449 for the three months ended April 30, 2018 and 2017, respectively. 

 

For the six months ended April 30, 2018, we incurred operating expenses in the amounts of $2,715,150, compared to the operating expenses in the amounts of $9,495,681 during the six months ended April 30, 2017. Our operating expenses were comprised of: (i) consulting services expenses of $151,200 and $32,305 for the six months ended April 30, 2018 and 2017, respectively (ii) content expenses of $53,254 for the six months ended April 30, 2018, which was $0 during the comparative period in 2017 (iii) professional fees of $279,797 and $7,500 for the six months ended April 30, 2018 and 2017, respectively (iv) general and administrative expenses of $2,057,049 and $568,585 for the six months ended April 30, 2018 and 2017, respectively, and (v) wage expenses of $173,850 and $8,887,291 for the six months ended April 30, 2018 and 2017, respectively.  

 

Net Loss

 

Our net loss for the three and six months ended April 30, 2018 was $1,554,794 and $3,135,447, respectively, compared to the net loss of $9,647,118 and $10,625,937 for the three and six months ended April 30, 2017, respectively. The decrease in net loss in 2018 was the result of the decrease in wages by approximately $7.5 million and above mentioned costs.

 

Inflation

 

We do not believe that inflation has had a material effect on our results of operations.

 

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Liquidity and Capital Resources  

 

As of April 30, 2018, we had cash of $5,462. Current liabilities exceeded current assets by $3,249,159 at April 30, 2018, which included derivative liabilities of $1,577,083, accrued salaries due to officers of $462,583, net convertible debt of $639,737, related party payable of $76,770, and accounts payable and accrued expenses of $413,549. Other long term assets consisted of capitalized software development costs of $51,053, net of accumulated amortization.

 

Net cash used in operating activities was $320,320 and $72,073 for the six months ended April 30, 2018 and 2017, respectively. The net cash used in operations was primarily attributable to net losses of $3,135,447 and $10,625,937 during the six months ended April 30, 2018 and 2017, respectively, partially offset by amortization of debt discount of $450,727 and $847,160, penalties incurred on debt of $5,123 and $-0-, amortization expense of $3,464 and $3,440, common shares issued for services of $1,888,410 and $9,213,196, loss on conversion of debt of $33,763 and $0, change in fair value of derivative of $351,207 and $250,927 and increase in accrued expenses of $82,433 and $240,141, in such same periods, respectively.

 

There was no cash flows from investing activities during the six months ended April 30, 2018 and 2017.

 

Cash flows provided by financing activities were $323,100 and $72,060 for the six months ended April 30, 2018 and 2017, respectively. Positive cash flows from financing activities during the six months ended April 30, 2018 were due primarily to proceeds of $312,400 from convertible notes, which was $33,000 during the same period in 2017. The Company also had proceeds of $12,700 from related party loan in 2018, which was $31,680 during the same period in 2017, offset by the payment on debt in amount of $2,000 and $4,620 during the six months ended April 30, 2018 and 2017, respectively. During the six months ended April 30, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash proceeds of $12,000.

 

We had revenues from subscription in amount of $14,350 and $27,451 during the three and six months ended April 30, 2018, respectively, and have eight salaried employees including Johnny Falcones, our officer and director. We currently require very limited resources but intend to hire employees and consultants in the latter part of 2018 for the Viva Entertainment operations. In due course, should we require capital for these operations, we will need to raise additional capital. There is no guarantee that we will be able to raise further capital. At present, we have not made any arrangements to raise additional capital but are diligently working on this.

 

If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

 

Future Contractual Obligations and Commitment

 

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.

 

As of the date of this prospectus, we have no future contractual obligations or commitments.

 

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Off-Balance Sheet Arrangements

 

As of the date of this prospectus, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

 

  a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;

 

  liquidity or market risk support to such entity for such assets;

 

  an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or

 

  an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

 

Recent Accounting Pronouncements

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes is required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period.

 

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230).” ASU No. 2016-18 requires that restricted cash be included with cash and cash equivalents when reconciling the change in cash flow. This guidance is reflected in these financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not elected early adoption of this standard and is currently in the process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial statement impact of adoption.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. The guidance will be effective for the Company for its fiscal year 2018, with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s consolidated financial statements.

 

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

Subsequent Events

 

The Company reviewed material events subsequent to April 30, 2018. None were noted.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company” as defined by Item 8 of Regulation S-X, we are not required to provide information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Controls Over Financial Reporting.

 

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the six months ended April 30, 2018 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 8 of Regulation S-X, we are not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None. 

 

Item 6. Exhibits.

 

(a) Exhibits

 

 

Exhibit 
Number
  Description
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS**   XBRL Instance Document
101.SCH**   XBRL Taxonomy Schema
101.CAL**   XBRL Taxonomy Calculation Linkbase
101.DEF**   XBRL Taxonomy Definition Linkbase
101.LAB**   XBRL Taxonomy Label Linkbase
101.PRE**   XBRL Taxonomy Presentation Linkbase

 

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

** Filed herewith 

 

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SIGNATURES

 

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

 

 

Dated: June 19, 2018 VIVA ENTERTIANMENT GROUP INC.  
     
  /s/ Johnny Falcones  
  Johnny Falcones  
  President, Chief Executive Officer, Chief  
  Financial Officer and Director  

 

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