10-Q

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 January 31, 2019

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 April 26, 2019, 36,119,691 shares of common stock, $0.00001 par value per share, were outstanding.

VIVA ENTERTAINMENT GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

January 31, 2019

TABLE OF CONTENTS

		PAGE
PART 1 - FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		22

(1)

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VIVA ENTERTAINMENT GROUP INC.
Condensed Balance Sheets
	January 31, 2019			October 31, 2018
ASSETS
Current Assets
Cash	$	—		$	322
Other Receivable		5,000			—
Total Current Assets		5,000			322
Other Assets
Software, net of amortization of $22,695 and $20,963		45,858			47,590
Total Other Assets		45,858			47,590
Total Assets	$	50,858		$	47,912
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Liabilities	$	590,237		$	589,347
Accrued Interest		168,668			160,392
Accrued Salary and Wages		535,188			535,338
Related Party Payable		31,270			64,270
Convertible Notes Payable, net of discount		934,275			931,056
Derivative Liability		1,738,103			2,878,931
Total Current Liabilities		3,997,741			5,159,334
Stockholders’ Deficit
Common Stock, 41,000,000 shares authorized, par value 0.00001, 26,737,366 and 15,279,850 shares issued and outstanding at January 31, 2019 and October 31, 2018, respectively		267			153
Stock Payable		1,808,250			1,808,250
Additional paid-in capital		22,149,235			21,046,900
Accumulated deficit		(27,904,635	)		(27,966,725	)
Total Stockholders’ Deficit		(3,946,883	)		(5,111,422	)
Total Liabilities and Stockholders’ Deficit	$	50,858		$	47,912
The Accompanying Notes are an Integral Part of These Financial Statements

(2)

VIVA ENTERTAINMENT GROUP, INC.
Condensed Statements of Operations
	For the Three Months Ended
	January 31, 2019			January 31, 2018
Revenues:
Subscriptions	$	10,780		$	13,101
Operating Expenses:
Consulting Services		118,680			72,800
Content		90,179			32,148
Professional Fees		24,000			259,346
General and administrative		202,061			734,162
Wages		69,000			102,365
Total Expenses		503,920			1,200,761
Loss from operations		(493,140	)		(1,187,660	)
Other expense
Gain/(Loss) on change in derivative liability		1,387,797			(195,850	)
Gain/(Loss) on settlement of debt		(101,164	)		(33,763	)
Interest and derivative expense		(731,403	)		(163,319	)
Total other expense		555,230			(392,932	)
Net Income/(Loss)		62,090			(1,580,592	)
Net Income/(Loss) Per Common Share – Basic		0.00			(0.13	)
Weighted Average Number of Common Shares Outstanding		23,961,654			9,660,722
Net Income/(Loss) Per Common Share – Diluted		0.00			(0.13	)
Weighted Average Number of Common Shares Outstanding		97,168,279			9,660,722
The Accompanying Notes are an Integral Part of These Financial Statements

(3)

VIVA ENTERTAINMENT, INC.
Statements of Stockholder's Equity
					Additional
	Shares		Common		Paid-in		Stock			Retained			Total
	Outstanding		Stock		Capital		Payable			Deficit			Equity
Balance as of October 31, 2017		8,269,580	$	83	$	15,054,235	$	3,079,200		$	(21,034,249	)	$	(2,900,731	)
Shares issued on conversion of debt		3,698,939		37		654,036		—			—			654,073
Loss on debt conversion		—		—		143,197		—			—			143,197
Settlement of derivative		—		—		948,922		—			—			948,922
Shares issued for services		3,310,667		33		4,246,510		(1,270,950	)		—			2,975,593
Shares issued due to reverse split		664		—		—		—			—			—
Net loss for year ended October 31, 2018		—		—		—		—			(6,932,476	)		(6,932,476	)
Balance as of October 31, 2018		15,279,850	$	153	$	21,046,900	$	1,808,250		$	(27,966,725	)	$	(5,111,422	)
Shares issued on conversion of debt		9,157,516		92		162,130		—			—			162,222
Loss on debt conversion		—		—		101,164		—			—			101,164
Settlement of derivative		—		—		412,464		—			—			412,464
Shares issued for services		2,300,000		22		426,577		—			—			426,600
Net income for quarter ended January 31, 2019		—		—		—		—			62,090			62,090
Balance as of January 31, 2019		26,737,366	$	267	$	22,149,235	$	1,808,250		$	(27,904,635	)	$	(3,946,883	)

(4)

VIVA ENTERTAINMENT GROUP INC.
Condensed Statements of Cash Flows
	For the Three Months Ended			For the Three Months Ended
	January 31, 2019			January 31, 2018
Operating Activities
Net income/(loss)	$	62,090		$	(1,580,592	)
Adjustments to reconcile net income/(loss) to cash used in operating activities:
Amortization of other assets		1,732			1,732
Amortization of debt discount		164,398			281,766
Penalties incurred on debt		—			5,165
Loss on Debt Conversion		101,164			33,763
Derivative Expense		476,885			—
Change in fair value of derivative liability		(1,387,797	)		328,940
Common stock issued and payable for services		426,600			666,167
Changes in operating assets and liabilities:
Accrued interest		8,276			30,107
Accounts payable and accrued liabilities		(6,870	)		(24,095	)
Net Cash Used in Operating Activities		(153,522	)		(257,047	)
Investing Activities
Cash paid for note receivable		(5,000	)		—
Net Cash Used Investing Activities		(5,000	)		—
Financing Activities
Net payments on borrowing from related parties		(33,000	)		—
Proceeds from issuance of convertible notes		191,200			312,400
Net Cash Used in Operating Activities		158,200			312,400
Increase (Decrease) in Cash		(322	)		55,353
Cash - Beginning of Period		322			2,682
Cash - End of Period	$	—		$	58,035
Supplemental Disclosure of Cash Flow Information
Derivative issuances	$	659,433		$	312,400
Derivative conversions	$	412,464		$	589,572
Debt and interest converted into common stock	$	162,222		$	360,092
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

As of and For the Three Months Ended January 31, 2019 and 2018

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 January 31, 2019, the Company has a working capital deficiency and has an accumulated deficit of $27,904,635.  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)

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, 2018.

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.

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 January 31, 2019 and October 31, 2018. 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.)

(7)

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 January 31, 2019 and October 31, 2017:

January 31, 2019:

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	934,275	$	—	$	—	$	934,275
Derivative Liability		1,738,103						1,738,103
Total	$	2,672,378	$	—	$	—	$	2,672,378

October 31, 2018: 

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	931,056	$	—	$	—	$	931,056
Derivative Liability		2,878,931						2,878,931
Total	$	3,809,987	$	—	$	—	$	3,809,987

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 January 31, 2019, and October 31, 2018, the Company had no cash equivalents.

Revenue Recognition  

Effective November 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts 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 three months ended January 31, 2019 or on prior periods. 

Reverse Split

On October 12, 2018, the Company’s shareholders approved a reverse split of the issued and outstanding common stock on a 1:500 basis, which resulted in the cancellation of 7,255,764,887 shares of common stock. Immediately after effectuating the reverse split, there were 14,511,538 shares issued and outstanding. As a result of the reverse split, 644 shares of common stock were issued due to rounding. For comparative purposes, all share amounts reported in the accompanying financial statements have been shown retroactive of the reverse split for all periods presented. 

(8)

NOTE 3 – RELATED PARTY TRANSACTIONS 

The detail composition of the $535,188 in accrued wages with related parties as of January 31, 2018 includes the following due to officers and directors: Johnny Falcones $167,563 and John Sepulveda $183,844. In addition, $183,781 is owed to Alberto Gomes, a former director, for prior wages. This accrual covered services rendered by the employees for the period from April 2016 through January 31, 2019, less payments made to such employees during the period.

Common Stock Payable for all periods presented consists of $1,808,250 in stock payable with related parties due to unissued shares earned on the employment agreements and for services performed during the years ended October 31, 2018, 2017 and 2016. 

The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of January 31, 2019 and October 31, 2018, a balance of $31,270 and $64,270, respectively, was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand.

NOTE 4 – OTHER RECEIVABLES

Other receivable consists of a short-term working capital advance to an unrelated third-party customer of the Company to assist with their product development. The advance is not interest bearing and is due on demand.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

During prior years and through the three months ended January 31, 2019, 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, 2020. The notes are summarized as follows:

Total convertible notes payable at January 31, 2019	$	1,199,655
Less: Current portion of notes payable		(1,199,655	)
Long term portion of notes payable		—

The following table summarized the convertible note activity in the three months ended January 31, 2019 and the year ended October 31, 2018:

	Principal Balance			Loan Discount			Accrued Interest
October 31, 2017	$	897,524		$	(383,122	)	$	61,520
Issued in the year		787,515			(754,153	)		—
Converted into stock or repaid		(580,448	)		—			(73,625	)
Amortization of debt discount		—			963,740			—
Interest accrued		—			—			172,497
October 31, 2018	$	1,104,591		$	(173,535	)	$	160,392
Issued in the quarter		261,200			(254,511	)		—
Converted into stock or repaid		(166,136	)		—			(60,865	)
Amortization of debt discount		—			162,666			—
Accrued interest		—			—			69,141
January 31, 2019	$	1,199,655		$	(265,380	)	$	168,668

(9)

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, 2017	$	1,463,047
Issuance of derivative		1,568,926
Conversion into stock or assignment		(948,922	)
Change in fair value		795,880	)
October 31, 2018		2,878,931
Issuance of derivative		659,433
Conversion into stock or assignment		(412,464	)
Change in fair value		(1,387,797	)
January 31, 2019	$	1,738,103

Interest expense for the three months ended January 31, 2019 and 2018 was $69,141 and $30,109 on the above notes payable, respectively. Accrued interest payable on notes payable was $168,668 and $160,392 and $61, as of January 31, 2019 and ended October 31, 2018, respectively.

The Company incurred a loss on the conversion of principal and interest during the three months ended January 31, 2019 and 2018 of $101,164 and $33,763, respectively. 

NOTE 6 – COMMON STOCK 

During the year ended October 31, 2018, the Company had the following common stock transactions:

• In October 2018, the Company effected a 1:500 reverse split of the common stock, which resulted in the cancellation of 7,255,764,887 shares of common stock and the issuance of 644 shares due to rounding differences.

• The Company issued a total of 3,698,939 shares of common stock (post split) on the retirement of $654,073 of debt and associated interest.

• The Company issued 3,310,667 shares of common stock (post split) having a value at issuance of $4,246,510 for services, which included $1,270,950 recorded as stock issuable in the prior year, resulting in a net expense of $2,975,593 for the year ended October 31, 2018.

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

During the three months ended January 31, 2019, the Company had the following common stock transactions:

• 9,157,516 shares of common stock were issued on the conversion of notes payable and associated interest having a value of $162,222. This resulted in a loss on conversion of debt and accrued interest of $101,464.

• 2,300,000 shares of common stock were issued for services previously rendered by consultants having a value of $426,600.

Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933 except for 800,000 shares issued for consulting services, which were issued pursuant to an S-8 registration.

NOTE 7 – SUBSEQUENT EVENTS  

Subsequent to January 31, 2019, the Company noted the following material events:

• 9,382,325 shares of common stock were issued on the conversion of notes payable associated interest.

(10)

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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During the year ended October 31, 2018, the Company has completed the interface redesign as part of the revenue sharing and service agreement with FlixFling, LLC, allowing subscribers access to the FlixFling catalogue through the VIVA portal starting at 11am today. The Company signed a five-year agreement with FlixFling which provides for a share of 20% of sales by the Company of FlixFling subscriptions and 30% from video-on-demand downloads sold through the Company. The agreement also provides for the Company and FlixFling to work together to promote and market the product and also develop an integrated user experience between the two services.

Johnny Falcones, Chief Executive Officer of the Company has spent six months since signing the revenue share agreement with FlixFling in December 2017, working together to develop a seamless and integrated platform so that the Company’s customers can access one of the best streaming services in the industry for the latest movies and music videos on demand.

From the beginning, the Company’s goal has been to create an affordable solution giving our customers access to the broadest possible range of meaningful content. FlixFling’s platform of movies-on-demand combined with music video channels makes the Company one of the best OTT providers on the market. The redesigned app will allow customers to easily access both Company and FlixFling content without having to switch between apps. It is just one more way in which the Company is setting itself apart from the rest of the OTT community.

Philadelphia-based FlixFling offers over 15,000 movies and television shows across all genres in an OTT format. Their unique service gives customers a choice between video-on-demand and monthly subscription services. They are currently the only streaming service to offer both movies and music to customers at one low price and the only service to offer streaming music video channels.

In addition, the Company announces that it has entered into a partnership with Comcast, Communications Management LLC d/b/a Comcast Technologies Solutions Inc. The partnership begins January 2019.

The Company and its Vivalivetv system will begin working on content, logistical and other technology services provided solely by Comcast Communications Management. This partnership will help enhance our subscriber base in order to create more revenue. A joint press release will be available by both parties in early 2019.

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.

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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. 

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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.

(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).    

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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.

(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. 

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Plan of Operation

As of January 31, 2019, we had a working capital deficiency of $3,992,741 and accumulated deficit of $27,904,635. We had revenues from subscription in amount of $10,780 and $13,101 during the three months ended January 31, 2019 and 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.

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 $10,780 and $13,101 during the three months ended January 31, 2019 and 2018, respectively.

Effective November 1, 2018, the Company adopted ASC 606- Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts 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 obligations are satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605- Revenue Recognition. Under 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of services has been rendered to the customer or delivery 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 three months ended January 31, 2019 or on prior periods.

Operating Expenses 

For the three months ended January 31, 2019, we incurred operating expenses in the amounts of $503,920, compared to the operating expenses in the amounts of $1,200,761 during the three months ended January 31, 2018. Our operating expenses were comprised of: (i) consulting services expenses of $118,680 and $72,800 for the three months ended January 31, 2019 and 2018, respectively (ii) content expenses of $90,179 and $32,148 for the three months ended January 31, 2019 and 2018, respectively (iii) professional fees of $24,000 and $259,346 for the three months ended January 31, 2019 and 2018, respectively (iv) general and administrative expenses of $202,061 and $734,162 for the three months ended January 31, 2019 and 2018, respectively, and (v) wage expenses of $69,000 and $102,365 for the three months ended January 31, 2019 and 2018, respectively. The decrease in the three months ended January 31, 2019 was due primarily to the decrease in professional fee by $235,346, general and administrative expenses by $532,101 and wages by $33,365.

Other Income and Expense

Other Income and Expense for the three months ended January 31, 2019 included change in derivative liabilities of $1,387,797 compared to ($195,850).  The increase resulted primarily from an increase in the value of the company’s common stock between October 31, 2018 and January 31, 2019.  Also included is a loss on settlement of debt of ($101,164) compared to ($33,763) for the three months ended January 31, 2019 compared to January 31, 2018, respectively. The loss on settlement of debt arises from the recalculation of derivative expense when a convertible debt is paid off, sold, or renegotiated.  Interest and derivative expense for the three months ended January 31, 2019 was ($731,403) compared to ($163,319) for the three months ended January 31, 2018.  Derivative expense includes the amortization of debt discounts recorded on convertible debt in addition to the difference between the derivative liability recorded at issuance and the amount of recorded debt discount.

Net Income/(Loss)

We had net income of $62,090 during the three months ended January 31, 2019, compared to net loss of $1,580,592 during the same period ended January 31, 2018. The net income in current period was due to the decrease in professional fee, general and administrative expense and wages just mentioned above, plus the gain on change in derivative liability of $1,387,797.

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Inflation

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

Liquidity and Capital Resources  

As of January 31, 2019, we had no cash on hand. Current liabilities exceeded current assets by $3,992,741 at January 31, 2019, which included derivative liabilities of $1,738,103, accrued salaries due to officers of $535,188, net convertible debt of $934,275, related party payable of $31,270, and accounts payable and accrued expenses of $590,237. Other long-term assets consisted of capitalized software development costs of $45,858, net of accumulated amortization of $22,695.

Net cash used in operating activities was $153,522 and $257,047 for the three months ended January 31, 2019 and 2018, respectively. The net cash used in operations during the three months ended January 31, 2019 was primarily attributable to non-cash gain from changes in derivative liabilities in amount of $1,387,797, offsetting $62,090 net income and other non-cash expense including amortization of debt discount of $164,398, loss on debt conversion of $101,164, derivative expense of $476,885 and common stock issued and payable for services of $426,600. Comparatively, net cash used in operations during the three months ended January 31, 2018 was primarily attributable to net loss of $1,580,592, partially offset by non-cash expense including amortization of debt discount of $281,766, loss on debt conversion of $33,763, changes in derivative liabilities in amount of $328,940 and common stock issued for services of $666,167.

There was $5,000 and $-0- for cash flow used in investing activities during the three months ended January 31, 2019 and 2018, respectively.

Cash flows provided by financing activities were $158,200 and $312,400 for the three months ended January 31, 2019 and 2018, respectively. Positive cash flows from financing activities during the three months ended January 31, 2019 were due primarily to proceeds of $191,200 from convertible notes, offset by the repayment of $33,000 to related parties’ loan. Comparatively, positive cash flows from financing activities during the three months ended January 31, 2018 was solely due to proceeds from convertible notes.

We had revenues from subscription in amount of $10,780 and $13,101 during the three months ended January 31, 2019 and 2018, respectively, and had four 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 2019 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.

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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.

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.

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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

Subsequent to January 31, 2019, the Company noted the following material events:

• 9,382,325 shares of common stock were issued on the conversion of notes payable associated interest.

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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 three months ended January 31, 2019 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: April 29, 2019	VIVA ENTERTIANMENT GROUP INC.
	/s/ Johnny Falcones
	Johnny Falcones
	President, Chief Executive Officer, Chief
	Financial Officer and Director

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EX-31.1

Exhibit 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

I, Johnny Falcones, certify that:

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

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

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

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

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent quarter (the registrant’s fourth quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

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

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: April 29, 2019	By:	/s/ Johnny Falcones
		Johnny Falcones  President, Chief Executive Officer,  and Chief Financial Officer  (Principal Executive Officer and  Principal Financial Officer)

EX-32.1

Exhibit 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

In connection with the Quarterly Report of Viva Entertainment Group Inc. (the “Company”) on Form 10-Q for the three months ended January 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Johnny Falcones, Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 29, 2019	By:	/s/ Johnny Falcones
		Johnny Falcones  President, Chief Executive Officer,  and Chief Financial Officer  (Principal Executive Officer and  Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Jan. 31, 2019	Apr. 26, 2019
Document And Entity Information
Entity Registrant Name	Viva Entertainment Group Inc.
Entity Central Index Key	0001479000
Document Type	10-Q
Document Period End Date	Jan. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		36,119,691
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

XML

Condensed Balance Sheets - USD ($)	Jan. 31, 2019	Oct. 31, 2018
Current Assets
Cash		$ 322
Other Receivable	5,000
Total Current Assets	5,000	322
Other Assets
Software, net of amortization of $22,695 and $20,963	45,858	47,590
Total Other Assets	45,858	47,590
Total Assets	50,858	47,912
Current Liabilities
Accounts Payable and Accrued Liabilities	590,237	589,347
Accrued Interest	168,668	160,392
Accrued Salary and Wages	535,188	535,338
Related Party Payable	31,270	64,270
Convertible Notes Payable, net of discount	934,275	931,056
Derivative Liability	1,738,103	2,878,931
Total Current Liabilities	399,774	5,159,334
Stockholders’ Deficit
Common Stock, 41,000,000 shares authorized, par value 0.00001, 26,737,366 and 15,279,850 shares issued and outstanding at January 31, 2019 and October 31, 2018, respectively	267	153
Stock Payable	1,808,250	1,808,250
Additional paid-in capital	22,149,235	21,046,900
Accumulated deficit	(27,904,635)	(27,966,725)
Total Stockholders’ Deficit	(3,946,883)	(5,111,422)
Total Liabilities and Stockholders’ Deficit	$ 50,858	$ 47,912

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Balance Sheets (Parenthetical) - USD ($)	Jan. 31, 2019	Oct. 31, 2018
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.00001	$ 0.00001
Common Stock, shares authorized	41,000,000	41,000,000
Common Stock, shares issued	26,737,366	15,279,850
Common Stock, shares outstanding	26,737,366	15,279,850
Amortization	$ 22,695	$ 20,963

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Condensed Statements of Operations - USD ($)	3 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Revenues
Subscriptions	$ 10,780	$ 13,101
Operating Expenses
Consulting services	118,680	72,800
Content	90,179	32,148
Professional fees	24,000	259,346
General and administrative	202,061	734,162
Wages	69,000	102,365
Total Operating Expenses	503,920	1,200,761
Loss from operations	(493,140)	(1,187,660)
Other expense
Gain/(Loss) on change in derivative liability	1,387,797	(195,850)
Loss on settlement of debt	(101,164)	(33,763)
Interest and derivative expense	(731,403)	(163,319)
Total other expense	555,230	(392,932)
Net Income/(Loss)	$ 62,090	$ (1,580,592)
Net Income/(Loss) Per Common Share – Basic	$ 0.00	$ (0.13)
Weighted Average Number of Common Shares Outstanding	23,961,654	9,660,722
Net Income/(Loss) Per Common Share – Diluted	$ 0.00	$ (0.13)
Weighted Average Number of Common Shares Outstanding	97,168,279	9,660,722

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Statements of Cash Flows - USD ($)	3 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Operating Activities
Net Income/(Loss)	$ 62,090	$ (1,580,592)
Adjustments to reconcile net income/(loss) to cash used in operating activities:
Amortization of other assets	1,732	1,732
Amortization of debt discount	164,398	281,766
Penalties incurred on debt		5,165
Loss on Debt Conversion	101,164	33,763
Derivative expense	476,885
Change in fair value of derivative liability	(1,387,797)	328,940
Common stock issued and payable for services	426,600	666,167
Changes in operating assets and liabilities:
Accrued interest	8,276	30,107
Accounts payable and accrued liabilities	(6,870)	(24,095)
Net Cash Used in Operating Activities	(153,522)	(257,047)
Financing Activities
Net proceeds from borrowings from related parties	(33,000)
Proceeds from issuance of convertible notes	191,200	312,400
Net Cash Provided by in Financing Activities	158,200	312,400
Investing Activities
Cash paid for note receivable	(5,000)
Net Cash Used in Investing Activities	(5,000)
Increase (Decrease) in Cash	(322)	55,353
Cash - Beginning of Period	322	2,682
Cash - End of Period		58,035
Non-cash transaction:
Derivative issuances	659,433	312,400
Derivative conversions	412,464	589,572
Debt and interest converted into common stock	162,222	360,092
Cash paid for:
Interest
Income taxes

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Shareholders Equity - USD ($)	Shares Outstanding	Common Stock	Additional Paid-In Capital	StockPayable	Retained Earnings / Accumulated Deficit	Total
Beginning Balance, shares at Oct. 31, 2017	8,269,580
Beginning Balance, amount at Oct. 31, 2017		$ 83	$ 15,054,235	$ 3,079,200	$ (21,034,249)	$ (2,900,731)
Shares issued on conversion of debt, shares	3,698,939
Shares issued on conversion of debt, amount		$ 37	$ 654,036			$ 654,073
Loss on debt conversion			143,197			143,197
Settlement of Derivative			$ 948,922			$ 948,922
Shares issued for services, shares	3,310,667
Shares issued for services, amount		$ 33	$ 4,246,510	$ (1,270,950)		$ 2,975,593
Shares issued due to reverse split	644
Net Income/(Loss)					$ (6,932,476)	$ (6,932,476)
Ending Balance, shares at Oct. 31, 2018	15,279,850
Ending Balance, amount at Oct. 31, 2018		$ 153	$ 21,046,900	$ 1,808,250	$ (27,966,725)	$ (5,111,422)
Shares issued on conversion of debt, shares	9,157,516
Shares issued on conversion of debt, amount		$ 92	$ 162,130			$ 162,222
Loss on debt conversion			101,164			101,164
Settlement of Derivative			$ 412,464			$ 412,464
Shares issued for services, shares	2,300,000
Shares issued for services, amount		$ 22	$ 426,577			$ 426,600
Shares issued due to reverse split
Net Income/(Loss)					$ 62,090	$ 62,090
Ending Balance, shares at Jan. 31, 2019	26,737,366
Ending Balance, amount at Jan. 31, 2019		$ 267	$ 22,149,235	$ 1,808,250	$ (27,904,635)	$ (3,946,883)

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NOTE 1 - NATURE OF OPERATIONS

3 Months Ended

Jan. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 - NATURE OF OPERATIONS

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 January 31, 2019, the Company has a working capital deficiency and has an accumulated deficit of $27,904,635.  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.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jan. 31, 2019

Accounting Policies [Abstract]

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2018.

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.

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 January 31, 2019 and October 31, 2018. 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 January 31, 2019 and October 31, 2017:

January 31, 2019:

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	934,275	$	—	$	—	$	934,275
Derivative Liability		1,738,103						1,738,103
Total	$	2,672,378	$	—	$	—	$	2,672,378

October 31, 2018: 

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	931,056	$	—	$	—	$	931,056
Derivative Liability		2,878,931						2,878,931
Total	$	3,809,987	$	—	$	—	$	3,809,987

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 January 31, 2019, and October 31, 2018, the Company had no cash equivalents.

Revenue Recognition

Effective November 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts 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 three months ended January 31, 2019 or on prior periods.  

Reverse Split

On October 12, 2018, the Company’s shareholders approved a reverse split of the issued and outstanding common stock on a 1:500 basis, which resulted in the cancellation of 7,255,764,887 shares of common stock. Immediately after effectuating the reverse split, there were 14,511,538 shares issued and outstanding. As a result of the reverse split, 644 shares of common stock were issued due to rounding. For comparative purposes, all share amounts reported in the accompanying financial statements have been shown retroactive of the reverse split for all periods presented. 

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NOTE 3 - RELATED PARTY TRANSACTIONS

3 Months Ended

Jan. 31, 2019

Related Party Transactions [Abstract]

NOTE 3 - RELATED PARTY TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS 

The detail composition of the $535,188 in accrued wages with related parties as of January 31, 2018 includes the following due to officers and directors: Johnny Falcones $167,563 and John Sepulveda $183,844. In addition, $183,781 is owed to Alberto Gomes, a former director, for prior wages. This accrual covered services rendered by the employees for the period from April 2016 through January 31, 2019, less payments made to such employees during the period.

Common Stock Payable for all periods presented consists of $1,808,250 in stock payable with related parties due to unissued shares earned on the employment agreements and for services performed during the years ended October 31, 2018, 2017 and 2016. 

The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of January 31, 2019 and October 31, 2018, a balance of $31,270 and $64,270, respectively, was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand.

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NOTE 4 - OTHER RECEIVABLES

3 Months Ended

Jan. 31, 2019

Notes to Financial Statements

NOTE 4 - OTHER RECEIVABLES

NOTE 4 – OTHER RECEIVABLES

Other receivable consists of a short-term working capital advance to an unrelated third-party customer of the Company to assist with their product development. The advance is not interest bearing and is due on demand.

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NOTE 5 - CONVERTIBLE NOTES PAYABLE

3 Months Ended

Jan. 31, 2019

Debt Disclosure [Abstract]

NOTE 5 - CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

During prior years and through the three months ended January 31, 2019, 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, 2020. The notes are summarized as follows:

Total convertible notes payable at January 31, 2019	$	1,199,655
Less: Current portion of notes payable		(1,199,655	)
Long term portion of notes payable		—

The following table summarized the convertible note activity in the three months ended January 31, 2019 and the year ended October 31, 2018:

	Principal Balance			Loan Discount			Accrued interest
October 31, 2017	$	897,524		$	(383,122	)	$	61,520
Issued in the year		787,515			(754,153	)		—
Converted into stock or repaid		(580,448	)		—			(73,625	)
Amortization of debt discount		—			963,740			—
Interest accrued		—			—			172,497
October 31, 2018	$	1,104,591		$	(173,535	)	$	160,392
Issued in the quarter		261,200			(254,511	)		—
Converted into stock or repaid		(166,136	)		—			(60,865	)
Amortization of debt discount		—			162,666			—
Accrued interest		—			—			69,141
January 31, 2019	$	1,199,655		$	(265,380	)	$	168,668

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, 2017	$	1,463,047
Issuance of derivative		1,568,926
Conversion into stock or assignment		(948,922	)
Change in fair value		795,880	)
October 31, 2018		2,878,931
Issuance of derivative		659,433
Conversion into stock or assignment		(412,464	)
Change in fair value		(1,387,797	)
January 31, 2019	$	1,738,103

Interest expense for the three months ended January 31, 2019 and 2018 was $69,141 and $30,109 on the above notes payable, respectively. Accrued interest payable on notes payable was $168,668 and $160,392 and $61, as of January 31, 2019 and ended October 31, 2018, respectively.

The Company incurred a loss on the conversion of principal and interest during the three months ended January 31, 2019 and 2018 of $101,164 and $33,763, respectively. 

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NOTE 6 - COMMON STOCK

3 Months Ended

Jan. 31, 2019

Stockholders' Equity Note [Abstract]

NOTE 6 - COMMON STOCK

NOTE 6 – COMMON STOCK 

During the year ended October 31, 2018, the Company had the following common stock transactions:

· In October 2018, the Company effected a 1:500 reverse split of the common stock, which resulted in the cancellation of 7,255,764,887 shares of common stock and the issuance of 644 shares due to rounding differences.

· The Company issued a total of 3,698,939 shares of common stock (post split) on the retirement of $654,073 of debt and associated interest.

· The Company issued 3,310,667 shares of common stock (post split) having a value at issuance of $4,246,510 for services, which included $1,270,950 recorded as stock issuable in the prior year, resulting in a net expense of $2,975,593 for the year ended October 31, 2018.

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

During the three months ended January 31, 2019, the Company had the following common stock transactions:

• 9,157,516 shares of common stock were issued on the conversion of notes payable and associated interest having a value of $162,222. This resulted in a loss on conversion of debt and accrued interest of $101,464.

• 2,300,000 shares of common stock were issued for services previously rendered by consultants having a value of $426,600.

 Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933 except for 800,000 shares issued for consulting services, which were issued pursuant to an S-8 registration.

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NOTE 7 - SUBSEQUENT EVENTS

3 Months Ended

Jan. 31, 2019

Subsequent Events [Abstract]

NOTE 7 - SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS  

Subsequent to January 31, 2019, the Company noted the following material events:

· 9,382,325 shares of common stock were issued on the conversion of notes payable associated interest.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Jan. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

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, 2018.

Use of Estimates

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 Shares

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.

Fair Value of Financial Instruments

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 January 31, 2019 and October 31, 2018. 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 January 31, 2019 and October 31, 2017:

January 31, 2019:

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	934,275	$	—	$	—	$	934,275
Derivative Liability		1,738,103						1,738,103
Total	$	2,672,378	$	—	$	—	$	2,672,378

October 31, 2018: 

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	931,056	$	—	$	—	$	931,056
Derivative Liability		2,878,931						2,878,931
Total	$	3,809,987	$	—	$	—	$	3,809,987

Derivative Financial Instruments

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

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 January 31, 2019, and October 31, 2018, the Company had no cash equivalents.

Revenue Recognition

Revenue Recognition  

Effective November 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts 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 three months ended January 31, 2019 or on prior periods. 

Reverse Split

Reverse Split

On October 12, 2018, the Company’s shareholders approved a reverse split of the issued and outstanding common stock on a 1:500 basis, which resulted in the cancellation of 7,255,764,887 shares of common stock. Immediately after effectuating the reverse split, there were 14,511,538 shares issued and outstanding. As a result of the reverse split, 644 shares of common stock were issued due to rounding. For comparative purposes, all share amounts reported in the accompanying financial statements have been shown retroactive of the reverse split for all periods presented.

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NOTE 5 - CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Jan. 31, 2019

Debt Disclosure [Abstract]

Derivative Liability

October 31, 2017	$	1,463,047
Issuance of derivative		1,568,926
Conversion into stock or assignment		(948,922	)
Change in fair value		795,880	)
October 31, 2018		2,878,931
Issuance of derivative		659,433
Conversion into stock or assignment		(412,464	)
Change in fair value		(1,387,797	)
January 31, 2019	$	1,738,103

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NOTE 1 - NATURE OF OPERATIONS (Details Narrative)	Jan. 31, 2019 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficiency and accumulated deficit	$ 27,904,635

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NOTE 3 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jan. 31, 2019	Oct. 31, 2018
Related Party Transactions [Abstract]
Accrued salaries and wages	$ 535,188
Balance owed	$ 31,270	$ 64,270

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NOTE 6 - COMMON STOCK (Details Narrative)	3 Months Ended
	Jan. 31, 2019 USD ($) shares
Stockholders' Equity Note [Abstract]
Shares issued for services | shares	9,157,516
Shares issued for services, value | $	$ 162,222
Shares issued for services previously rendered | shares	2,300,000
Shares issued for services previously rendered, value | $	$ 426,600

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NOTE 7 - SUBSEQUENT EVENTS (Details Narrative)	Feb. 02, 2018 shares
Subsequent Events [Abstract]
Shares issued on conversions	9,382,325