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 ~~July~~ January 31, ~~2018~~ 2019

☐ 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 ~~October~~April 226, ~~2018~~ 72019,~~240~~ 36,~~764~~119,~~887~~ 691 shares of common stock, $0.00001 par value per share, were outstanding.

VIVA ENTERTAINMENT GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

~~July~~January 31, ~~2018~~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	1120
Item 4.	Controls and Procedures	1920
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2021
Item 1A.	Risk Factors	2021
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2021
Item 3.	Defaults Upon Senior Securities	2021
Item 4.	Mine Safety Disclosures	2021
Item 5.	Other Information	2021
Item 6.	Exhibits	2021
SIGNATURES		2122

(1)

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VIVA ENTERTAINMENT GROUP INC.
Condensed Balance Sheets
	July 31, 2018			October 31, 2017
	January 31, 2019			October 31, 2018
ASSETS
Current Assets
Cash	$	~~5,363~~—		$	~~2,682~~322
Total Current Assets		5,363			2,682
Other Receivable		5,000			—
Total Current Assets		5,000			322
Other Assets
Software, net of amortization of $19,231 and $14,035		49,322			54,518
Software, net of amortization of $22,695 and $20,963		45,858			47,590
Total Other Assets		4945,~~322~~858			5447,~~518~~590
Total Assets	$	5450,~~685~~858		$	5747,~~200~~912
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable and Accrued Liabilities	$	~~413~~590,~~549~~237		$	~~413~~589,~~549~~347
Accrued Interest		~~139~~168,~~115~~668			61160,~~520~~392
Accrued Salary and Wages		~~509~~535,~~638~~188			~~439~~535,~~343~~338
Related Party Payable		6831,~~770~~270			6664,~~070~~270
Convertible Notes Payable, net of discount		~~687~~934,~~043~~275			~~514~~931,~~402~~056
Derivative Liability		21,~~156~~738,~~148~~103			12,~~463~~878,~~047~~931
Total Current Liabilities		3,~~974~~997,~~263~~741			25,~~957~~159,~~931~~334
Stockholders’ Deficit
Common Stock (13,000,000,000 shares authorized, par value 0.00001, 7,129,014,887 and 4,134,740,009 shares issued and outstanding at July 31, 2018 and October 31, 2017		71,734			41,348
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
Common Stock Issuable		1,808,250			3,079,200
Stock Payable		1,808,250			1,808,250
Additional paid-in capital		2022,~~755~~149,~~716~~235			1521,~~012~~046,~~970~~900
Accumulated deficit		(2627,~~555~~904,~~278~~635	)		(2127,~~034~~966,~~249~~725	)
Total Stockholders’ Deficit		(3,~~919~~946,~~578~~883	)		(25,~~900~~111,~~731~~422	)
Total Liabilities and Stockholders’ Deficit	$	5450,~~685~~858		$	5747,~~200~~912
The Accompanying Notes are an Integral Part of These Financial Statements

(2)

Table of Contents

VIVA ENTERTAINMENT GROUP INC.
VIVA ENTERTAINMENT GROUP, INC.
Condensed Statements of Operations (Unaudited)
Condensed Statements of Operations
	For the Three Months Ended July 31, 2018			For the Three Months Ended July 31, 2017			For the Nine Months Ended July 31, 2018			For the Nine Months Ended July 31, 2017
	For the Three Months Ended
Revenues
	January 31, 2019			January 31, 2018
Subscriptions	$	8,470		$	3,000		$	35,921		$	3,000
Revenues:
Operating Expenses
Subscriptions	$	10,780		$	13,101
Consulting services		258,000			3,032,214			409,200			3,064,519
Operating Expenses:
Professional fees		265,500			—			545,297			—
Consulting Services		118,680			72,800
Content		590,~~749~~179			—32,148			~~59,003~~			—
General and administrative		821,204			26			2,878,253			526,354
Professional Fees		24,000			259,346
Wages		72,055			98,096			245,905			9,307,374
General and administrative		202,061			734,162
Total Operating Expenses		1,422,508			3,399,126			4,137,658			12,898,247
Wages		69,000			102,365
Loss from operations		(1,414,038	)		(3,396,126	)		(4,101,737	)		(12,895,247	)
Total Expenses		503,920			1,200,761
Other expense
Loss from operations		(493,140	)		(1,187,660	)
Loss on settlement of debt		(73,336	)		(300,323	)		(107,098	)		(289,313	)
Other expense
Gain/(Loss) on change in derivative liability		(1,~~129~~387,~~269~~797	)		(~~894~~195,~~165~~850	)		~~(1,177,385~~	)		~~(1,145,093~~	)
Interest expense		231,060			(232,346	)		(134,809	)		(1,119,244	)
Gain/(Loss) on settlement of debt		(101,164	)		(33,763	)
Total other expense		(971,545	)		(1,426,834	)		(1,419,292	)		(2,553,650)
Interest and derivative expense		(731,403	)		(163,319	)
Net Loss	$	(2,385,583	)	$	(4,822,960	)	$	(5,521,029	)	$	(15,448,897	)
Total other expense		555,230			(392,932	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00)		$	(0.00	)	$	(0.01	)
Net Income/(Loss)		62,090			(1,580,592	)
Weighted Average Number of Common Shares Outstanding		7,203,994,996			2,686,505,096			6,348,337,376			1,221,450,275
Net Income/(Loss) Per Common Share – Basic		0.00			(0.13	)
The Accompanying Notes are an Integral Part of These Financial Statements
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)

Table of Contents

VIVA ENTERTAINMENT GROUP INC.
VIVA ENTERTAINMENT, INC.
Condensed Statements of Cash Flows
Statements of Stockholder's Equity
	For the Nine Months Ended			For the Nine Months Ended
							Additional
	July 31, 2018			July 31, 2017
	Shares			Common			Paid-in		Stock			Retained			Total
Operating Activities
	Outstanding			Stock			Capital		Payable			Deficit			Equity
Net loss	$	(5,521,029	)	$	(15,448,897	)
Balance as of October 31, 2017		8,269,580		$	83		$	15,054,235	$	3,079,200		$	(21,034,249	)	$	(2,900,731	)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued on conversion of debt		3,698,939			37			654,036		—			—			654,073
Amortization of other assets		5,196			5,172
Loss on debt conversion		—			—			143,197		—			—			143,197
Amortization of debt discount		632,886			1,052,784
Settlement of derivative		—			—			948,922		—			—			948,922
Penalties incurred on debt		48,501			(120,408	)
Shares issued for services		3,310,667			33			4,246,510		(1,270,950	)		—			2,975,593
Shares previously retired		—			(444	)
Shares issued due to reverse split		664			—			—		—			—			—
Derivative Expense		359,292			1,145,093
Net loss for year ended October 31, 2018		—			—			—		—			(6,932,476	)		(6,932,476	)
Change in fair value of derivative liability		818,014			—
Balance as of October 31, 2018		15,279,850		$	153		$	21,046,900	$	1,808,250		$	(27,966,725	)	$	(5,111,422	)
Loss on settlement of debt		107,098			289,313
Shares issued on conversion of debt		9,157,516			92			162,130		—			—			162,222
Common stock issued and payable for services		2,969,412			12,279,796
Loss on debt conversion		—			—			101,164		—			—			101,164
Changes in operating assets and liabilities:
Settlement of derivative		—			—			412,464		—			—			412,464
Accrued payroll		84,740			204,873
Shares issued for services		2,300,000			22			426,577		—			—			426,600
Accounts payable and accrued liabilities		120,361			197,618
Net income for quarter ended January 31, 2019		—			—			—		—			62,090			62,090
Net Cash Used in Operating Activities		(375,569	)		(395,100	)
Balance as of January 31, 2019		26,737,366		$	267		$	22,149,235	$	1,808,250		$	(27,904,635	)	$	(3,946,883	)
Financing Activities
Proceeds from borrowing from related parties		12,700			102,070
Proceeds from sale of common stock		—			12,000
Payment on debt		(10,000	)		—
Proceeds from issuance of convertible notes		375,550			321,260
Net Cash Provided by in Financing Activities		378,250			435,330
Increase (Decrease) in Cash		2,681			40,230
Cash - Beginning of Period		2,682			385
Cash - End of Period	$	5,363		$	40,615
Cash paid for:
Interest	$	—			—
Income taxes	$	—			—
Supplemental Disclosure of Cash Flow Information
Derivative issuances	$	408,560		$	575,055
Derivative conversions	$	892,725		$	1,459,101
Derivative adjustment from debt extinguishment	$	—		$	10,590
Debt converted into common stock	$	532,947		$	1,100,060
The Accompanying Notes are an Integral Part of These Financial Statements

(4)

Table of Contents

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)

Table of Contents

VIVA ENTERTAINMENT GROUP INC.

Notes to Consolidated Financial Statements

As of and For the ~~Nine~~Three Months Ended January ~~July~~ 31, ~~2018~~ 2019 and ~~2017~~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 ~~July~~January 31, ~~2018,~~ 2019, the Company has a working capital deficiency and has an accumulated deficit of $2627,~~555~~904,~~278~~635. The continuation of ~~Viva~~ Viva Entertainment Group as a going concern is dependent upon the continued financial support from its shareholders, the ability of 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.

(56)

Table of Contents

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, ~~2017~~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~~ share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. ~~As of July 31, 2018 and October 31, 2017, there were no dilutive common stock equivalents outstanding.~~

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 ~~July~~January 31, ~~2018~~2019 and October 31, ~~2017~~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.

(6)

Table of Contents

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 July 31, 2018 and October 31, 2017:

July 31, 2018:

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	—	$	—	$	687,043	$	687,043
Derivative Liability		—		—		2,156,148		2,156,148
Total	$	—	$	—	$	2,843,191	$	2,843,191

October 31, 2017:

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

(7)

Table of Contents

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 ~~July~~January 31, ~~2018~~2019, and October 31, ~~2017~~2018, the Company had no cash equivalents.

Revenue Recognition

Effective November 1, ~~2017~~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 ~~nine~~three months ended ~~July~~January 31, ~~2018~~2019 or on prior periods.

~~NOTE~~Reverse ~~3 – RELATED PARTY TRANSACTIONS~~Split

~~The~~On ~~detail~~October ~~composition~~12, of2018, the ~~$509,638~~Company’s inshareholders ~~accrued~~approved ~~wages~~a asreverse split of ~~July~~the ~~31,~~issued ~~2018~~and ~~includes~~outstanding ~~amounts~~common ~~owed~~stock toon ~~Company~~a ~~officers~~1:500 basis, ~~Johnny~~which ~~Falcones~~resulted ~~($168~~in the cancellation of 7,~~823)~~255,764,887 ~~John~~shares ~~Sepulveda~~of ~~($157~~common stock. Immediately after effectuating the reverse split,~~034)~~ there were 14,511,538 shares issued and ~~($183,781)~~outstanding. toAs ~~Alberto~~a ~~Gomez.~~result ~~This~~of ~~accrual~~the ~~covered~~reverse ~~services~~split, ~~rendered~~644 byshares ~~the~~of ~~employees~~common ~~for~~stock ~~the~~were ~~period~~issued ~~from~~due ~~April,~~to ~~2016~~rounding. ~~through July~~For 31comparative purposes, all ~~2018~~share ~~less~~amounts ~~payments~~reported ~~made~~in tothe ~~such~~accompanying ~~employees~~financial ~~during~~statements have been shown retroactive of the ~~period~~reverse split for all periods presented.

Common Stock Issuable includes $1,808,250 in stock payable with related parties as of July 31, 2018. This stock payable is due to unissued shares earned on the employment agreements and for services performed during the years ended October 31, 2017 and 2016.

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

The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of July 31, 2018, a balance of $68,770 was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand.

(8)

Table of Contents

NOTE 43 – ~~CONVERTIBLE~~RELATED ~~NOTES PAYABLE~~PARTY TRANSACTIONS

~~During~~The ~~the~~detail ~~nine~~composition ~~months~~of ~~ended~~the ~~July 31~~$535,188 ~~2018 and~~ in ~~prior~~accrued ~~fiscal~~wages ~~years,~~with ~~the~~related ~~Company~~parties ~~issued~~as ~~multiple~~of ~~convertible~~January ~~notes~~31, ~~payable~~2018 toincludes ~~several~~the ~~entities.~~following ~~The~~due ~~notes~~to ~~bear~~officers ~~interest at~~and ~~rates~~directors: ~~between~~Johnny 8%Falcones $167,563 and ~~15%~~John ~~and~~Sepulveda ~~are~~$183,844. ~~convertible~~In ataddition, ~~rates~~$183,781 ~~between~~is ~~40-60%~~owed ofto ~~the~~Alberto ~~lowest~~Gomes, ~~trading price of company’s common stock over~~ a ~~period~~former ~~ranging~~director, ~~from~~for ~~5-20 days~~ prior towages. ~~the~~This accrual ~~date~~covered ofservices ~~conversion.~~rendered ~~All~~by of the ~~outstanding~~employees ~~notes~~for ~~are~~the ~~either~~period ~~currently~~from ~~due~~April ~~or become~~2016 ~~due~~through onJanuary ~~or before July~~ 31, 2019., ~~The~~less ~~notes~~payments ~~are~~made to ~~summarized~~such asemployees ~~follows:~~during the period.

Total convertible notes payable at July 31, 2018	$	687,043
Less: Current portion of notes payable		(687,043	)
Long term portion of notes payable	$	—

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 ~~following~~Company ~~table~~periodically ~~summarized~~receives ~~the convertible~~cash ~~note~~advances ~~activity~~from inofficers ~~the~~and ~~nine~~directors ~~months~~or ~~ended~~their ~~July~~family members for routine working capital purposes. As of January 31, ~~2018~~2019 and ~~the~~October 31, ~~year~~2018, ~~ended~~a ~~October~~balance of $31,270 ~~2017:~~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.

	Principal Balance			Loan Discount			Accrued interest
October 31, 2016	$	975,100		$	(607,777	)	$	43,426
Issued in the year		1,026,202			(1,111,092	)		—
Converted into stock or repaid		(1,013,778	)		—			(28,765	)
Amortization of debt discount		—			1,335,747			—
Interest accrued		—			—			46,589
October 31, 2017	$	897,524		$	(383,122	)	$	61,520
Issued in the period		388,075			(448,284	)		—
Converted into stock or repaid		(475,736	)		—			(57,211	)
Assignments, net		75,700			—			—
Amortization of debt discount		—			632,886			—
Interest accrued		—			—			134,806
July 31, 2018	$	885,563		$	(198,520	)	$	139,115

NOTE 4 – OTHER RECEIVABLES

~~The~~Other ~~Company~~receivable ~~evaluated~~consists ~~the terms~~ of ~~the~~a ~~conversion~~short-term ~~features~~working ofcapital ~~its~~advance ~~convertible~~to ~~debentures~~an inunrelated ~~accordance with ASC Topic No. 815~~ third-party ~~40,~~customer ~~Derivatives~~of ~~and Hedging - Contracts in Entity's Own Stock and determined they are indexed to~~ the Company's ~~common~~to ~~stock~~assist ~~and~~with ~~the~~their ~~conversion~~product ~~features~~development. ~~meet~~The ~~the definition of~~advance ais ~~liability,~~not ~~and~~interest ~~therefore~~bearing ~~bifurcated the conversion features~~ and ~~accounted~~is ~~for~~due ~~them~~on ~~as a separate derivative liability~~demand.

~~Changes~~NOTE in5 ~~Derivative~~– ~~Liabilities~~CONVERTIBLE ~~were~~NOTES ~~as follows:~~ PAYABLE

October 31, 2016		1,248,689
Issuance of derivative		1,086,089
Conversion into stock or assignment		(1,827,309	)
Extinguishment of debt		(10,590	)
Change in fair value		966,168
October 31, 2017	$	1,463,047
Issuance of derivative		767,812
Conversion into stock or assignment		(892,725	)
Extinguishment of debt		—
Change in fair value		818,014
July 31, 2018		2,156,148

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)

Table of Contents

~~NOTE~~The 5Company –evaluated ~~NOTES~~the ~~PAYABLE~~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.

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

NOTE 6 - COMMON STOCK

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

~~During~~Interest ~~the~~expense ~~nine~~for the three months ended ~~July~~ January 31, 2019 and 2018 was $69,141 ~~the~~and ~~Company~~$30,109 ~~had~~on the ~~following~~above ~~common~~notes ~~stock~~payable, ~~transactions:~~ 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 ACompany ~~total~~incurred ofa ~~1,398,241,545~~loss ~~shares were issued~~ on the conversion of ~~notes~~principal ~~payable,~~and interest during the three months ended January 31, 2019 and ~~associated~~2018 ~~penalties~~of ~~totaling~~$101,164 and $~~532~~33,~~948~~763, respectively.

·NOTE 6 A– ~~total~~COMMON of 1,640,333,333 shares were issued for services valued at $4,240,360 using the share price on the date of the agreements. Included in this total is services to be performed over a 12-month period and shares that were previously recorded as Stock Payable, resulting in a decrease in Stock Payable of $1,270,950.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

~~The~~Subsequent ~~Company reviewed material events subsequent~~ to ~~July~~ January 31, ~~2018.~~2019, ~~None~~the ~~were~~ Company noted ~~apart from~~ the following material events:

·• ~~The company issued 111~~9,~~750~~382,~~000~~325 shares of common stock were issued on the conversion of ~~principal~~notes ~~and~~payable ~~interest totaling $20,115~~ associated ~~with a convertible note payable issued July 8, 2017~~interest.

(10)

Table of Contents

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. ~~The~~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.

(11)

Table of Contents

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.

~~OTT~~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~~ 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.

(11)

Table of Contents

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.

(12)

Table of Contents

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.

(1213)

Table of Contents

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 ~~company~~branded ~~has~~as, ~~secured~~“Oi2” ~~affiliation~~is ~~agreements~~being engineered to ~~provide~~be a ~~wide~~full ~~offering~~cross-platform ofaccessible ~~content~~software ~~subscription~~application ~~available~~that towill ~~consumers~~be ~~including~~made ~~but~~available ~~not~~on ~~limited~~most tomobile ~~live~~devices, ~~and~~media ~~linear~~enabled ~~broadcast~~set-top boxes and ~~cable~~connected ~~television networks~~devices, onas ~~demand~~well ~~prime time television shows~~as, ~~pay-per-view~~other ~~and~~available ~~purchase~~distribution outlets ~~options~~in ~~for~~ an ~~estimated~~effort ~~7,000+~~to ~~Hollywood~~accommodate ~~films/movies,~~various ~~and~~consumer ~~hundreds~~behaviors ofas ~~audio~~it ~~channels~~relates into acontent ~~wide variety of genres and formats~~consumption.

c. The company has secured affiliation agreements to provide a wide offering of content subscription ~~offerings~~available ~~for~~to ~~this~~consumers ~~business~~including but ~~derives~~not ~~revenues~~limited ~~from~~to ~~active~~live ~~consumer~~and ~~subscriptions~~linear ofbroadcast ~~content,~~and ascable ~~well~~television asnetworks, ~~per instance~~on ordemand prime time television shows, pay-per-view and onpurchase ~~demand~~options ~~offerings~~for ~~that~~an ~~require~~estimated ~~the~~7,000+ ~~consumer~~Hollywood tofilms/movies, ~~pay~~and ~~using~~hundreds aof ~~bank~~audio ~~credit~~channels orin ~~debit~~a ~~card~~wide ~~per~~variety ~~transaction~~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).

(1314)

Table of Contents

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 ~~also~~ plans to ~~leverage~~utilize ~~its~~unsold ~~existing~~media ~~relationships~~inventory ~~with~~from ~~industry~~its ~~media~~broadcast ~~affiliated~~and ~~partners~~digital ~~that desire~~content syndication business to ~~bring~~promote ~~awareness~~the ofOi2 App ~~their~~brand ~~own~~awareness and content subscription offerings in ~~our~~an ~~App~~aim ~~thus driving their consumer base~~ to ~~actively~~drive beaudiences ~~incentive~~ to download or seek the application in the device of their choosing.

b. The company isalso ~~currently~~plans ~~actively~~to inleverage ~~deployment~~its ofexisting arelationships ~~social~~with industry media ~~marketing~~affiliated ~~initiative~~partners that desire to bring awareness ~~and~~of ~~drive~~their ~~incentives~~own tocontent ~~consumers~~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 ~~working~~actively ~~with~~in adeployment ~~certain increasing number~~ of “a social media ~~influencers”~~marketing orinitiative ~~well-known talents that have been incentivized by the company~~ to ~~provide~~bring ~~them~~awareness ~~with~~and ~~their~~drive ~~own~~incentives ~~space~~ to ~~feature their branded content on our App.~~ consumers ~~As such their main task is~~ to ~~drive their social media followers to~~ actively ~~pursue~~download ~~their~~or ~~respective~~seek ~~featured~~the ~~content~~application ~~on our App thus aiding~~ in the ~~increase~~device of ~~consumer~~their ~~downloads of the app and active user engagements~~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.

(1415)

Table of Contents

On June 19, 2018, we signed a strategic venture agreement with Kredit Koncepts Financial LLC, a New York-based credit recovery and rebuilding service. Under the terms of the agreement, we provide subscription services to Kredit Koncepts customers and Kredit Koncepts bundles a $1,500 unsecured line of credit that pre-reports positive subscriptions payments as part of their credit rebuilding membership.

As part of our growth strategy, we acquired the rights and live streamed all 2018 FIFA World Cup soccer games from Russia. We launched a new marketing campaign in several major US cities. After adding World Cup programming, Vivalive TV placed subscribers in the front row of the biggest live sporting events in the world, including NBA Finals, Russia 2108, PGA Golf Tour, Major League Baseball, NHL Stanley Cup, and professional tennis

We focus on select markets including Los Angeles, New York, Houston, Chicago, DC, Boston, Atlanta, Miami, and Arizona while comprising multiple aspects, including:

Expanding the production of videos and commercials

Increasing customer service by hiring additional personnel

Increase digital marketing and social media marketing

Expand advertising across 16 cable TV networks

Increase digital advertising on Hispanic networks - Univision and Telemundo

Increase radio advertising on Hispanic channels - Spanish Broadcasting System, Univision Radio, and Hispanic TV radio affiliates

Increase general radio advertising

Utilize billboards on buses, trains, subways, taxis

Deploy sign up and activation teams to large events

Employ flyers, posters, and other print media

Engage in "Smart City" campaign at 7-11 stores - video screen commercial advertising

Expand content of VOD library and sport networks

Leverage Kredit Koncepts JV to add 50,000 new users

Plan of Operation

As of ~~July~~January 31, ~~2018~~2019, we had a working capital deficiency of $3,~~968~~992,~~900~~741 and accumulated deficit of $2627,~~555~~904,~~278~~635. We had revenues from ~~subscriptions~~subscription in ~~amounts~~amount of $810,~~470~~780 and $3513,~~921~~101 during the three ~~and nine~~ months ended ~~July~~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.

(15)

Table of Contents

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 ~~subscriptions~~subscription in amount of $810,~~470~~780 and $3513,~~921~~101 during the three ~~and nine~~ months ended ~~July~~January 31, ~~2018,~~2019 ~~respectively,~~and ~~compared to $3~~2018,~~000~~ ~~in revenues from subscriptions during the comparative three- and nine-month periods in 2017~~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 ~~July~~January 31, ~~2018~~ 2019, we incurred operating expenses in the amounts of $1503,~~422~~920,~~508,~~ compared to the operating expenses in the amounts of $31,~~399~~200,~~126~~ 761 during the three months ended ~~July~~January 31, ~~2017~~2018. Our operating expenses were comprised of: (i) consulting services expenses of $~~258~~118,~~000~~ 680 and $372,~~032,214~~800 for the three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively (ii) content expenses of $590,~~749~~179 and $32,148 for the three months ended ~~July~~January 31, 2019 and 2018, ~~which~~respectively ~~was $0 during the comparative period in 2017~~ (iii) professional fees of $~~265~~24,~~500~~000 and $~~-0-~~259,346 for the three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively (iv) general and administrative expenses of $~~821~~202,~~204~~061 and $26734,162 for the three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively, and (v) wage expenses of $7269,~~055~~000 and $98102,~~096~~365 for the three months ended ~~July~~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 ~~2017~~administrative expenses by $532,101 and ~~respectively~~wages by $33,365.

~~For~~Other ~~the~~Income nine months ended July 31, 2018, we incurred operating expenses in the amount of $4,137,658, compared to the operating expenses in the amount of $12,898,247 during the nine months ended July 31, 2017. Our operating expenses were comprised of: (i) consulting services expenses of $409,200 and ~~$3,064,519~~ for the nine months ended July 31, 2018 and 2017, respectively (ii) content expenses of $59,003 for the nine months ended July 31, 2018, which was $-0- during the comparative period in 2017 (iii) professional fees of $545,297 and $-0- for the nine months ended July 31, 2018 and 2017, respectively (iv) general and administrative expenses of $2,878,253 and $526,354 for the nine months ended July 31, 2018 and 2017, respectively, and (v) wage expenses of $245,905 and $9,307,374 for the nine months ended July 31, 2018 and 2017, respectively. Expense

~~Net~~Other ~~Loss~~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.

~~Our~~Net net loss for the three and nine months ended July 31, 2018 was $2,385,583 and $5,521,029, respectively, compared to the net loss of $4,822,960 and $15,448,897 for the three and nine months ended July 31, 2017, respectively. The decrease in net loss in 2018 was the result of the decrease in wages by approximately $7.9 million and above-mentioned costs.Income/(Loss)

~~Inflation~~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.

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

(16)

Table of Contents

Inflation

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

Liquidity and Capital Resources

As of ~~July~~January 31, ~~2018~~2019, we had no cash ofon ~~$5,363~~hand. Current liabilities exceeded current assets by $3,~~968~~992,~~900~~741 at ~~July~~January 31, ~~2018~~2019, which included derivative liabilities of $21,~~156~~738,~~148~~103, accrued salaries due to officers of $~~509~~535,~~638~~188, net convertible debt of $~~687~~934,~~043~~275, related party payable of $6831,~~770~~270, and accounts payable and accrued expenses of $~~413~~590,~~549, and accrued interest of $139,115~~237. Other long-term assets consisted of capitalized software development costs of $4945,~~322~~858, net of accumulated amortization of $22,695.

Net cash used in operating ~~activities~~ activities was $~~375~~153,~~569~~522 and $~~395~~257,~~100~~047 for the ~~nine~~three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively. The net cash used in operations during the three months ended January 31, 2019 was primarily attributable to ~~net~~non-cash ~~losses~~gain from changes in derivative liabilities in amount of $51,~~521~~387,~~029~~797, ~~and~~offsetting $1562,~~448,897~~090 ~~during~~net ~~the~~income ~~nine months ended July 31, 2018~~ and ~~2017,~~other ~~respectively,~~non-cash ~~partially~~expense ~~offset~~including by amortization of debt discount of $~~632~~164,~~886 and $1~~398,~~052,784,~~ loss ~~penalties incurred~~ on debt conversion of $48101,~~501 and $120~~164,~~408,~~ ~~amortization~~derivative expense of $5476,~~196~~885 and ~~$5,172,~~ common ~~shares~~stock issued and payable for services of $2426,~~969~~600. Comparatively,~~412~~ ~~and $12~~net cash used in operations during the three months ended January 31,~~279,796,~~ ~~loss~~2018 onwas ~~conversion~~primarily ofattributable ~~debt~~to net loss of $~~107~~1,~~098~~580,592, ~~and~~partially ~~$289,313~~offset ~~change~~by innon-cash ~~fair~~expense ~~value~~including amortization of ~~derivative~~debt discount of $~~818~~281,~~014~~766, ~~and~~loss on debt conversion of $133,~~145~~763,~~093~~ ~~and~~changes ~~increase~~ in ~~accounts~~derivative ~~payable~~liabilities ~~and~~in ~~accrued~~amount ~~expenses~~ of $~~205~~328,~~101~~940 and ~~$402,491,~~common instock ~~such~~issued ~~same~~for ~~periods~~services of $666, ~~respectively~~167.

There ~~were~~was no$5,000 and $-0- for cash ~~flows~~flow ~~from~~used in investing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively.

Cash flows provided by financing activities were $~~378~~158,~~250~~200 and $~~435~~312,~~330~~400 for the ~~nine~~three months ended ~~July~~January 31, ~~2018~~2019 and ~~2017~~2018, respectively. Positive cash flows from financing ~~activities~~ activities during the ~~nine~~three months ended ~~July~~January 31, ~~2018~~2019 were due primarily to proceeds of $~~375~~191,~~550~~200 from convertible notes, ~~which was $321,260~~offset ~~during~~by the ~~same~~repayment ~~period in 2017. We also had proceeds~~ of $1233,~~700~~000 ~~from~~to related ~~party~~parties’ loan. ~~in 2018~~Comparatively, ~~which~~positive ~~was~~cash ~~$102,070~~flows ~~during~~from ~~the~~financing ~~same period~~activities ~~in 2017, offset by the payment on debt in amount of $10,000 and $-0-~~ during the ~~nine~~three months ended ~~July~~January 31, 2018 ~~and~~was ~~2017, respectively.~~solely ~~During~~due ~~the~~to ~~nine months ended July 31, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash~~ proceeds offrom ~~$12,000~~convertible notes.

We had revenues from subscription in amount of $810,~~470~~780 and $3513,~~921~~101 during the three ~~and nine~~ months ended ~~July~~January 31, 2019 and 2018, respectively, and ~~have~~had ~~eight~~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 ~~2018~~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.

(17)

Table of Contents

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.

(17)

Table of Contents

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.

(18)

Table of Contents

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. WeThe Company elected to early adopt the new guidance in in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of ~~the~~ the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of additional ~~stock~~ stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of ~~excess~~ excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes is required to be recorded. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each period.

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

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

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

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

Subsequent Events

~~The~~Subsequent ~~Company reviewed material events subsequent~~ to ~~July~~January 31, ~~2018.~~2019, ~~None~~the ~~were~~Company noted ~~apart from~~ the following material events:

(1819)

Table of Contents

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 ~~nine~~three months ended ~~July~~January 31, ~~2018~~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.

(1920)

Table of Contents

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

(2021)

Table of Contents

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: October 9, 2018	VIVA ENTERTAINMENT GROUP INC.
Dated: April 29, 2019	VIVA ENTERTIANMENT GROUP INC.
	/s/ Johnny Falcones
	Johnny Falcones
	President, Chief Executive Officer, Chief
	Financial Officer and Director

(2122)

Table of Contents

Filing Compare · Viva Entertainment Group Inc.