UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 110-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JulyJanuary 31, 20172018
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 November 29, 2017, 3,972,154,060May 24, 2018, 5,253,676,602 shares of common stock, $0.00001 par value per share, were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amended Report”) is being filed with the Securities and Exchange Commission to amend the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2017 (the “Original 10-Q”) of Viva Entertainment Group, Inc. to increase convertible debt and derivative liabilities due to a single note payable, which was inadvertently omitted in the Original 10Q. As a result, the total liabilities was increased $74,667 as of July 31, 2017, and the net loss was increase by $74,667 for the three and nine months ended July 31, 2017, respectively.
Accordingly, the section of Management’s Discussion and Analysis related to net losses during the three and nine months ended July 31, 2017 was updated for such changes. Other than that, this Amended Report still speaks only as of the date it was initially filed.
This Amended Report includes currently-dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
VIVA ENTERTAINMENT GROUP INC.
QUARTERLY REPORT ON FORM 10-Q
JulyJanuary 31, 20172018
PAGE | ||
PART 1 - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
Item 4. | Controls and Procedures | 18 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 19 |
Item 1A. | Risk Factors | 19 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
Item 3. | Defaults Upon Senior Securities | 19 |
Item 4. | Mine Safety Disclosures | 19 |
Item 5. | Other Information | 19 |
Item 6. | Exhibits | 19 |
SIGNATURES | 20 |
PART I - FINANCIAL INFORMATION
VIVA ENTERTAINMENT GROUP INC. | ||||||||
Condensed Balance Sheets | ||||||||
July 31, 2017 | October 31, 2016 | |||||||
(Unaudited) | ||||||||
( Restated ) | ||||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 40,615 | $ | 385 | ||||
Total Current Assets | 40,615 | 385 | ||||||
Other Assets | ||||||||
Software, net of amortization of $12,303 and $7,131 | 56,250 | 61,422 | ||||||
Total Other Assets | 56,250 | 61,422 | ||||||
Total Assets | $ | 96,865 | $ | 61,807 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Current Liabilities | ||||||||
Accounts Payable and Accrued Liabilities | $ | 263,549 | $ | 189,024 | ||||
Accrued Interest | 71,587 | 43,426 | ||||||
Accrued Salary and Wages | 384,936 | 148,242 | ||||||
Notes Payable | 51,850 | 100,000 | ||||||
Related Party Payable | 112,070 | — | ||||||
Convertible Notes Payable, net of discount | 336,419 | 367,323 | ||||||
Derivative Liability | 1,499,146 | 1,248,689 | ||||||
Total Current Liabilities | 2,719,557 | 2,096,704 | ||||||
Stockholders’ Deficit | ||||||||
Common Stock (6,900,000,000 shares authorized, par value 0.00001, 3,912,154,060 and 130,166,696 shares issued and outstanding at July 31, 2017 and October 31, 2016, respectively) | 39,122 | 1,302 | ||||||
Stock issuable | 3,079,200 | 512,400 | ||||||
Additional paid-in capital | 14,461,362 | 2,204,879 | ||||||
Accumulated deficit | (20,202,376 | ) | (4,753,478 | ) | ||||
Total Stockholders’ Deficit | (2,622,692 | ) | (2,034,897 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 96,865 | $ | 61,807 | ||||
The Accompanying Notes are an Integral Part of These Financial Statements |
VIVA ENTERTAINMENT GROUP INC. | ||||||||
Condensed Balance Sheets | ||||||||
January 31, 2018 | October 31, 2017 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 58,035 | $ | 2,682 | ||||
Total Current Assets | 58,035 | 2,682 | ||||||
Other Assets | ||||||||
Software, net of amortization of $15,767 and $14,035 | 52,786 | 54,518 | ||||||
Total Other Assets | 52,786 | 54,518 | ||||||
Total Assets | $ | 110,821 | $ | 57,200 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Current Liabilities | ||||||||
Accounts Payable and Accrued Liabilities | $ | 413,549 | $ | 413,549 | ||||
Accrued Interest | 55,813 | 61,520 | ||||||
Accrued Salary and Wages | 415,248 | 439,343 | ||||||
Related Party Payable | 66,070 | 66,070 | ||||||
Convertible Notes Payable, net of discount | 510,818 | 514,402 | ||||||
Derivative Liability | 1,514,816 | 1,463,047 | ||||||
Total Current Liabilities | 2,976,314 | 2,957,931 | ||||||
Stockholders’ Deficit | ||||||||
Common Stock 6,900,000,000 shares authorized, par value 0.00001, 5,066,026,602 and 4,134,740,009 shares issued and outstanding at January 31, 2018 and October 31, 2017, respectively | 50,659 | 41,348 | ||||||
Common Stock Issuable | 3,079,200 | 3,079,200 | ||||||
Additional paid-in capital | 16,619,489 | 15,012,970 | ||||||
Accumulated deficit | (22,614,841 | ) | (21,034,249 | ) | ||||
Total Stockholders’ Deficit | (2,865,493 | ) | (2,900,731 | ) | ||||
Total Liabilities and Stockholders’ Deficit | $ | 110,821 | $ | 57,200 | ||||
The Accompanying Notes are an Integral Part of These Financial Statements |
VIVA ENTERTAINMENT GROUP INC. Condensed Statements of Operations (Unaudited) | ||||||||||||||||
For the Three Months Ended July 31, 2017 | For the Three Months Ended July 31, 2016 | For the Nine Months Ended July 31, 2017 | For the Nine Months Ended July 31, 2016 | |||||||||||||
(Restated) | (Restated) | |||||||||||||||
Revenues | ||||||||||||||||
Subscriptions | $ | 3,000 | $ | — | $ | 3,000 | $ | — | ||||||||
Total Revenues | 3,000 | — | 3,000 | — | ||||||||||||
Operating Expenses | ||||||||||||||||
Consulting services | 3,032,214 | 791,355 | 3,064,519 | 1,771,912 | ||||||||||||
General and administrative | 268,816 | 360,346 | 526,354 | 410,821 | ||||||||||||
Wages | 98,096 | 221,538 | 9,307,374 | 311,525 | ||||||||||||
Total operating expenses | 3,399,126 | 1,373,239 | 12,898,247 | 2,494,258 | ||||||||||||
Loss from operations | (3,396,126 | ) | (1,373,239 | ) | (12,895,247 | ) | (2,494,258 | ) | ||||||||
Other expense | ||||||||||||||||
Gain on settlement of debt | (300,323 | ) | — | (289,313 | ) | — | ||||||||||
Gain/(Loss) on change in derivative liability | (894,165 | ) | 72,940 | (1,145,093 | ) | 72,940 | ||||||||||
Interest expense | (232,346 | ) | (693,366 | ) | (1,119,244 | ) | (706,224 | ) | ||||||||
Total other expense | (1,426,834 | ) | (620,426 | ) | (2,553,650 | ) | (633,284 | ) | ||||||||
Net Loss | $ | (4,822,960 | ) | $ | (1,993,665 | ) | $ | (15,448,897 | ) | $ | (3,127,542 | ) | ||||
Net Loss Per Common Share – Basic and Diluted | $ | (0.00 | ) | $ | (0.02 | ) | $ |
(0.01 | ) | $ | (0.03 | ) | ||||
Weighted Average Number of Common Shares Outstanding | 2,686,505,096 | 122,264,196 | 1,221,450,275 | 92,786,575 | ||||||||||||
The Accompanying Notes are an Integral Part of These Financial Statements |
VIVA ENTERTAINMENT GROUP INC. | ||||||||
Condensed Statements of Cash Flows | ||||||||
For the Nine Months Ended July 31, 2017 and 2016 | ||||||||
(Unaudited) | ||||||||
2017 | 2016 | |||||||
(Restated) | ||||||||
Operating Activities | ||||||||
Net loss | $ | (15,448,897 | ) | $ | (3,127,542 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Amortization of intangible assets | 5,172 | 3,349 | ||||||
Amortization of debt discount | 1,052,784 | 95,728 | ||||||
Shares previously retired | (444 | ) | — | |||||
Derivative expense | 1,145,093 | (519,620 | ) | |||||
Loss on settlement of debt | 289,313 | — | ||||||
Penalties incurred on unpaid debt | (120,408 | ) | — | |||||
Common stock issued and payable for services | 12,279,796 | 1,916,161 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued liabilities | 197,618 | 39,116 | ||||||
Accrued expenses | 204,873 | 45,189 | ||||||
Other assets | — | (69,270 | ) | |||||
Net Cash Used in Operating Activities | (395,100 | ) | (577,559 | ) | ||||
Investing Activities | ||||||||
Effect of reverse merger | — | (171,504 | ) | |||||
Net Cash Used in Investing Activities | — | (171,504 | ) | |||||
Financing Activities | ||||||||
Net proceeds from issuance of related party payable | 102,070 | — | ||||||
Proceeds from sale of common stock | 12,000 | — | ||||||
Proceeds from issuance of convertible notes | 321,260 | 763,430 | ||||||
Net Cash From Financing Activities | 435,330 | 763,430 | ||||||
Increase in Cash | 40,230 | 14,367 | ||||||
Cash - Beginning of Period | 385 | — | ||||||
Cash - End of Period | $ | 40,615 | $ | 14,367 | ||||
Supplemental Disclosure of Cash Flow Information | ||||||||
Stock issued on conversion of debt, interest and penalties | $ | 1,100,060 | $ | — | ||||
Derivative adjustment from debt extinguishment | 10,590 | — | ||||||
Derivative settlement | 1,459,101 | — | ||||||
Discount from derivative issuance | 575,055 | — | ||||||
Stock issued for debt discount | — | 100,000 | ||||||
Beneficial Conversion Feature | — | 35,000 | ||||||
Stock issued for debt discount - derivative | — | 1,119,560 | ||||||
Cash paid for: | ||||||||
Interest | $ | — | $ | — | ||||
Income taxes | $ | — | $ | — | ||||
The Accompanying Notes are an Integral Part of These Financial Statements |
VIVA ENTERTAINMENT GROUP, INC. | ||||||||
Condensed Statements of Operations | ||||||||
For the Three Months Ended | For the Three Months Ended | |||||||
January 31, 2018 | January 31, 2017 | |||||||
Revenues | ||||||||
Subscriptions | $ | 13,101 | $ | — | ||||
Operating Expenses | ||||||||
Consulting Services | 72,800 | 25,665 | ||||||
Content | 32,148 | — | ||||||
Professional Fees | 259,346 | — | ||||||
General and administrative | 734,162 | 92,041 | ||||||
Wages | 102,365 | 118,842 | ||||||
Total Expenses | 1,200,761 | (236,548 | ) | |||||
Loss from operations | (1,187,660 | ) | (236,548 | ) | ||||
Other expense | ||||||||
Loss on change in derivative liability | (195,850 | ) | (262,855 | ) | ||||
Gain (loss) on settlement of debt | (33,763 | ) | 10,590 | |||||
Interest and derivative expense | (163,319 | ) | (490,006 | ) | ||||
Total other expense | (392,932 | ) | (742,271 | ) | ||||
Net Loss | (1,580,592 | ) | (978,819 | ) | ||||
Net Loss Per Common Share – Basic and Diluted | (0.00 | ) | (0.01 | ) | ||||
Weighted Average Number of Common Shares Outstanding | 4,860,360,832 | 102,931,195 | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements |
(3) |
VIVA ENTERTAINMENT GROUP INC. | ||||||||
Condensed Statements of Cash Flows | ||||||||
For the Three Months Ended | For the Three Months Ended | |||||||
January 31, 2018 | January 31, 2017 | |||||||
Operating Activities | ||||||||
Net loss | $ | (1,580,592 | ) | $ | (978,819 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Amortization of other assets | 1,732 | 1,708 | ||||||
Amortization of debt discount | 281,766 | 353,405 | ||||||
Penalties incurred on debt | 5,165 | — | ||||||
Loss on conversion of debt | 33,763 | — | ||||||
Derivative Expense | — | 33,529 | ||||||
Change in fair value of derivative liability | 328,940 | 262,855 | ||||||
Common stock issued and payable for services | 666,167 | 81,664 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accrued expenses | 30,107 | 166,655 | ||||||
Accounts payable and accrued liabilities | (24,095 | ) | 44,365 | |||||
Net Cash Used in Operating Activities | (257,047 | ) | (34,638 | ) | ||||
Financing Activities | ||||||||
Proceeds from borrowing from related parties | — | 21,280 | ||||||
Proceeds from issuance of convertible notes | 312,400 | 28,000 | ||||||
Net Cash Used in Operating Activities | 312,400 | 49,280 | ||||||
Increase in Cash | 55,353 | 14,642 | ||||||
Cash - Beginning of Period | 2,682 | 385 | ||||||
Cash - End of Period | $ | 58,035 | $ | 15,027 | ||||
Supplemental Disclosure of Cash Flow Information | ||||||||
Derivative issuances | $ | 312,400 | $ | 63,000 | ||||
Derivative conversions | $ | 589,572 | $ | 214,905 | ||||
Debt converted into common stock | $ | 360,092 | $ | 173,636 | ||||
Cash paid for: | ||||||||
Interest | $ | — | $ | — | ||||
Income taxes | $ | — | $ | — | ||||
The Accompanying Notes are an Integral Part of These Financial Statements |
(4) |
VIVA ENTERTAINMENT GROUP INC.
Notes to Consolidated Financial Statements
For the Three Months Ended January 31, 2018 and 2017
NOTE 1 – NATURE OF OPERATIONS
Description of Business and History
The Company was incorporated on October 26, 2009 in the State of Nevada. The Company originally engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, the Company undertook a change in focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties.
On April 5, 2016, the Company completed the purchase of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation, from EMS Find, Inc. (“EMS”) pursuant to a stock purchase agreement. Viva Entertainment’s Chief Executive Officer, Johnny Falcones, was appointed as the Company’s sole director, President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.
Pursuant to the stock purchase agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase of all outstanding shares of stock of Viva Entertainment by the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), and the issuance of 22,000,000 shares of common stock to Johnny Falcones. For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Viva Entertainment Group, Inc. exclusive of Black River Petroleum since all predecessor operations were discontinued. As part of the transaction, stock payable and amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, additional paid-in capital and retained deficit shown are those of Viva, exclusive of Black River Petroleum. Viva had no operations prior to the quarter ended April 30, 2016.
In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made. All adjustments made were of a normal recurring nature.
Viva Entertainment Group Inc. (F/K/A Black River Petroleum Corp.) (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York.
Going Concern
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of JulyJanuary 31, 2017,2018, the Company has a working capital deficiency and has an accumulated deficit of $20,202,376.$22,614,841. 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.
Revenue Recognition
NOTE 2 – RESTATEMENT OF FINANCIAL STATEMENTS
TheEffective January 1, 2018, the Company has restated its un-audited financial statement foradopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the period ended July 31, 2017Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to account forperform pilot studies by applying the following steps: (1) identify the contract with a correction to convertible notes previously issued and outstanding but underreportedcustomer; (2) identify the performance obligations in the previously filed financial statements. The table below highlightscontract; (3) determine the material changestransaction price; (4) allocate the transaction price to each performance obligation in the financial statements: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.
Balance SheetThere was no impact on the Company’s financial statements as a result of July 31, 2017 –
Balance Per Adjusted Statements | Adjustments | Balance Previously Reported | ||||||||||
Total Assets | $ | 96,865 | - | $ | 96,865 | |||||||
Convertible Notes Payable | $ | 336,419 | $ | 20,347 | (1) | $ | 316,072 | |||||
Accrued Interest | $ | 71,587 | $ | (156) | (2) | $ | 71,743 | |||||
Derivative Liability | $ | 1,499,146 | $ | 54,476 | (3) | $ | 1,444,670 | |||||
Total Liabilities | $ | 2,719,557 | $ | 74,667 | $ | 2,644,890 | ||||||
Accumulated Deficit | $ | (20,202,376 | ) | $ | (74,667) | (6) | $ | (20,127,709 | ) |
Foradopting Topic 606 for the three months ended JulyJanuary 31, 2018 and 2017, –
Balance Per Audited Statements | Adjustments | Balance Previously Reported | ||||||||||
Change Fair Value of Derivative Liability | $ | (894,165 | ) | $ | (38,476) | (4) | $ | (855,689 | ) | |||
Interest Expense | $ | (232,346 | ) | $ | (36,191) | (5) | $ | (196,155 | ) | |||
Net Loss | $ | (4,822,960 | ) | $ | (74,667) | $ | (4,748,293 | ) |
Foror the ninetwelve months ended JulyOctober 31, 2017 –
Balance Per Audited Statements | Adjustments | Balance Previously Reported | ||||||||||
Change Fair Value of Derivative Liability | $ | (1,145,093 | ) | $ | (38,476) | (4) | $ | (1,106,617 | ) | |||
Interest Expense | $ | (1,119,244 | ) | $ | (36,191) | (5) | $ | (1,083,053 | ) | |||
Net Loss | $ | (15,448,897 | ) | $ | (74,667 | ) | $ | (15,374,230 | ) |
2017.
NOTE 32 – 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 outthe audited financial statements for the year ended October 31, 2016.2017.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.
Loss Per Common Share
The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. During a periodAs of net loss, all potentially dilutive securities are anti-dilutive. Accordingly, for the threeJanuary 31, 2018 and nine months ended JulyOctober 31, 2017, and 2016, potentiallythere were no dilutive securities have been excluded from the computations since they would be anti-dilutive. However, these dilutive securities could potentially dilute earnings per share in the future. 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 JulyOctober 31, 2017 and October 31, 2016. 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.) |
(6) |
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 JulyJanuary 31, 20172018 and October 31, 2016:2017:
JulyJanuary 31, 2017: 2018:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Convertible Notes Payable, net | $ | 336,419 | $ | — | $ | — | $ | 336,419 | ||||||||
Derivative Liability | 1,499,146 | 1,499,146 | ||||||||||||||
Total | $ | 1,835,565 | $ | — | $ | — | $ | 1,835,565 |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Convertible Notes Payable, net of discount | $ | 510,818 | $ | — | $ | — | $ | 510,818 | ||||||||
Derivative Liability | 1,514,816 | 1,514,816 | ||||||||||||||
Total | $ | 2,025,634 | $ | — | $ | — | $ | 2,025,634 |
October 31, 2016:2017:
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
Convertible Notes Payable, net | $ | 367,323 | $ | — | $ | — | $ | 367,323 | ||||||||||||||||||||||||
Convertible Notes Payable, net of discount | $ | 514,402 | $ | — | $ | — | $ | 514,402 | ||||||||||||||||||||||||
Derivative Liability | 1,248,689 | — | — | 1,248,689 | 1,463,047 | 1,463,047 | ||||||||||||||||||||||||||
Total | $ | 1,616,012 | $ | — | $ | — | $ | 1,616,012 | $ | 1,977,449 | $ | — | $ | — | $ | 1,977,449 |
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, of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of JulyJanuary 31, 20172018 and October 31, 2016,2017, the Company had no cash equivalents.
NOTE 43 – RELATED PARTY TRANSACTIONS
In connection with the acquisition of Viva Entertainment and the resignation of our former officers and directors, the Company received forgiveness of stock payable of $3,390,000 and amounts due to former CEO of $132,854. These amounts were written off prior to closing and have therefore not been included in Equity. However, the former CEO funded an additional $30,000 to the Company for working capital during the year ended October 31, 2016.
The detail composition of $384,936the $415,248 in accrued wages with related parties as of JulyJanuary 31, 2017 is as follows:2018 includes the following due to officers and directors: Johnny Falcones $126,840,$112,939, Alberto Gomez $152,548$183,781 and John Sepulveda $105,548.$118,528. This accrual covered services rendered by the employees for the period from April, 2016 through JulyJanuary 31, 20172018 less payments made to such employees during the period.
We issued to Edwin Batiz 2,500,000 restricted common shares, upon the execution of a services agreement, as fully paid and non-assessable shares restricted common stock for services rendered under this agreement.
Common Stock Issuable includes $3,079,200 in stock payable includes $1,929,200 to officerswith related parties as of January 31, 2018 and directors of the companyOctober 31, 2017. This stock payable is due to unissued shares earned on the employment agreements.agreements and for services performed during the years ended October 31, 2017 and 2016.
In addition, John Sepulveda, a Company director, funded $10,000 to the Company for working capital during the year ended October 31, 2016 which remains outstanding together with2016. This amount was repaid during the 2017 fiscal year.
The Company periodically receives cash advances netfrom officers and directors or their family members for routine working capital purposes. As of $102,070 fromJanuary 31, 2018, a balance of $66,070 was owed to the spouse of the company’sCompany’s Chief Executive Officer as of July 31, 2017.Officer. The advance is non-interest bearing and payable on demand.
NOTE 54 – CONVERTIBLE NOTES PAYABLE
Principal Balance | Loan Discount | Accrued Interest | ||||||||||
October 31, 2016 | $ | 975,100 | $ | (607,777 | ) | $ | 43,426 | |||||
Issued in the year | $ | 305,450 | (679,242 | ) | — | |||||||
Converted into stock or repaid | (709,896 | ) | — | (375,888 | ) | |||||||
Amortization of debt discount | — | 1,052,784 | — | |||||||||
Interest accrued | — | — | 404,049 | |||||||||
July 31, 2017 | $ | 570,654 | $ | (234,235 | ) | $ | 71,587 |
During the three months ended January 31, 2018 and in prior fiscal years, the Company issued multiple convertible notes payable to several entities. The notes bear interest at rates between 8% and 15% and are convertible at rates between 40-60% of the lowest trading price of company’s common stock over a period ranging from 5-20 days prior to the date of conversion. All of the outstanding notes are either currently due or become due on or before January 31, 2019.
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The following table summarized the convertible note activity in the three months ended January 31, 2018 and the year ended October 31, 2017:
Principal Balance | Loan Discount | Accrued interest | ||||||||||
October 31, 2016 | $ | 975,100 | $ | (607,777 | ) | $ | 43,426 | |||||
Issued in the year | 1,026,202 | (1,111,092 | ) | — | ||||||||
Converted into stock or repaid | (1,013,778 | ) | — | (28,765 | ) | |||||||
Amortization of debt discount | — | 1,335,747 | — | |||||||||
Interest accrued | — | — | 46,589 | |||||||||
October 31, 2017 | $ | 897,524 | $ | (383,122 | ) | $ | 61,250 | |||||
Issued in the quarter | 312,400 | (312,400 | ) | — | ||||||||
Converted into stock or repaid | (245,625 | ) | — | (35,546 | ) | |||||||
Amortization of debt discount | — | 281,766 | — | |||||||||
Interest accrued | — | — | 30,109 | |||||||||
January 31, 2018 | $ | 964,299 | $ | (453,481 | ) | $ | 55,813 |
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.
NOTE 5 – CONVERTIBLE NOTES PAYABLE - CON’T
The following table summarized the convertible notes and activity in the nine months ended July 31, 2017:
For Nine Months Ended: July 31, 2017 | ||||||||||||||||||||||||||||||||||||||
Holders | Agreement Date | Maturity | Original Amount | Rate | Beginning Balance | Borrowings | Repayments | Conversion | Assignments | Ending Balance | ||||||||||||||||||||||||||||
Essex Global #1 | 4/6/2016 | 3/30/2017 | $ | 145,000 | 10 | % | 145,000 | 16,218 | — | (62,034 | ) | (99,184 | ) | — | ||||||||||||||||||||||||
EMS Find, Inc. | 2/27/2017 | 3/31/2018 | $ | 100,000 | 10 | % | 100,000 | 77,718 | — | (69,923 | ) | (53,795 | ) | 54,001 | ||||||||||||||||||||||||
LG Capital #1 | 5/3/2016 | 5/3/2017 | $ | 78,750 | 10 | % | 78,750 | — | — | (77,940 | ) | — | 810 | |||||||||||||||||||||||||
Cerberus #1 | 5/3/2016 | 5/3/2017 | $ | 78,750 | 10 | % | 78,750 | — | — | (39,745 | ) | — | 39,005 | |||||||||||||||||||||||||
Green Tree #1 | 5/23/2016 | 5/23/2017 | $ | 50,000 | 12 | % | 50,000 | 19,158 | — | (69,158 | ) | — | — | |||||||||||||||||||||||||
LG Capital #2 | 6/3/2016 | 6/3/2017 | $ | 78,750 | 10 | % | 78,750 | — | — | (26,575 | ) | — | 52,175 | |||||||||||||||||||||||||
Cerberus #2 | 6/8/2016 | 6/8/2017 | $ | 78,750 | 10 | % | 78,750 | — | — | — | — | 78,750 | ||||||||||||||||||||||||||
Collision Capital, LLC #1 | 7/1/2016 | 7/1/2017 | $ | 110,000 | 12 | % | 110,000 | 92,523 | — | (172,523 | ) | — | 30,000 | |||||||||||||||||||||||||
Green Tree #2 | 7/1/2016 | 7/1/2017 | $ | 50,000 | 12 | % | 50,000 | — | — | (10,112 | ) | (10,000 | ) | 29,888 | ||||||||||||||||||||||||
Essex Global #2 | 7/19/2016 | 7/19/2017 | $ | 37,100 | 10 | % | 37,100 | — | — | (37,100 | ) | — | — | |||||||||||||||||||||||||
DBL Group, Inc. | 8/1/2016 | 8/1/2017 | 25,000 | 8 | % | 25,000 | 25,000 | — | (24,960 | ) | (25,000 | ) | 40 | |||||||||||||||||||||||||
Robert Rico | 8/1/2016 | 8/1/2017 | $ | 25,000 | 8 | % | 25,000 | — | — | — | (25,000 | ) | — | |||||||||||||||||||||||||
CrossOver Promotions | 8/2/2016 | 8/2/2017 | $ | 35,000 | 8 | % | 35,000 | — | — | — | (35,000 | ) | — | |||||||||||||||||||||||||
Hector Cruz | 8/5/2016 | 8/5/2017 | $ | 25,000 | 8 | % | 25,000 | — | — | — | (15,000 | ) | 10,000 | |||||||||||||||||||||||||
Collision Capital, LLC #2 | 8/4/2016 | 8/4/2017 | $ | 25,000 | 12 | % | 25,000 | 10,499 | — | (35,499 | ) | — | — | |||||||||||||||||||||||||
Crown Bridge Partners | 9/7/2016 | 9/7/2017 | $ | 45,000 | 8 | % | 45,000 | — | — | (45,000 | ) | — | — | |||||||||||||||||||||||||
Mercedes Benitez | 8/15/2016 | 8/15/2017 | $ | 13,000 | 8 | % | 13,000 | — | — | — | (13,000 | ) | — | |||||||||||||||||||||||||
Green Tree #3 | 8/4/2016 | 8/4/2017 | $ | 25,000 | 12 | % | 25,000 | — | — | — | — | 25,000 | ||||||||||||||||||||||||||
Green Tree #4 | 9/12/2016 | 9/12/2017 | $ | 50,000 | 12 | % | 50,000 | — | — | (42,500 | ) | — | 7,500 | |||||||||||||||||||||||||
GPL Ventures | 1/25/2017 | 7/25/2017 | $ | 36,000 | 12 | % | — | — | (34,764 | ) | (1,236 | ) | 36,000 | — | ||||||||||||||||||||||||
Power Up Lending Group | 1/3/2017 | 11/10/2017 | $ | 28,000 | 8 | % | — | 42,000 | — | (42,000 | ) | — | — | |||||||||||||||||||||||||
Educational Group | 1/26/2017 | 1/26/2018 | $ | 20,000 | 8 | % | — | 51,500 | — | (71,500 | ) | 20,000 | — | |||||||||||||||||||||||||
Macro Services | 1/26/2017 | 1/26/2018 | $ | 10,000 | 8 | % | — | 26,050 | — | (36,050 | ) | 10,000 | — | |||||||||||||||||||||||||
L&H | 1/2/2017 | 1/2/2018 | $ | 34,184 | 8 | % | — | 1,000 | — | (45,184 | ) | 44,184 | — | |||||||||||||||||||||||||
Emerald Coast | 1/27/2017 | 1/27/2018 | $ | 15,000 | 8 | % | — | — | — | (15,000 | ) | 15,000 | — | |||||||||||||||||||||||||
GreenTree #5 | 10/28/2016 | 10/28/2017 | $ | 15,000 | 8 | % | — | — | — | (15,000 | ) | 15,000 | — | |||||||||||||||||||||||||
Ke Li | 10/28/2016 | 10/28/2017 | $ | 10,000 | 8 | % | — | — | — | (10,000 | ) | 10,000 | — | |||||||||||||||||||||||||
Williams Holding Corp | 3/1/2017 | 3/1/2018 | $ | 25,000 | 8 | % | — | — | — | (9,950 | ) | 25,000 | 15,050 | |||||||||||||||||||||||||
Biz Development #1 | 3/20/2017 | 3/20/2018 | $ | 28,000 | 8 | % | — | 12,300 | — | (27,465 | ) | 28,000 | 12,836 | |||||||||||||||||||||||||
Howard Schraub | 3/27/2017 | 3/27/2018 | $ | 53,795 | 8 | % | — | 8,890 | — | (53,750 | ) | 44,860 | — | |||||||||||||||||||||||||
Global Opportunity | 6/30/2017 | 6/30/2017 | $ | 8,935 | 8 | % | — | — | — | (8,935 | ) | 8,935 | — | |||||||||||||||||||||||||
George Harrison | 3/15/2017 | 3/15/2018 | $ | 5,000 | 12 | % | — | 5,000 | — | — | — | 5,000 | ||||||||||||||||||||||||||
Chonillo Law Group | 5/2/2017 | 11/2/2017 | $ | 50,000 | 8 | % | — | 50,000 | — | — | — | 50,000 | ||||||||||||||||||||||||||
Biz Development #2 | 5/5/2017 | 10/5/2017 | $ | 32,500 | 12 | % | — | 32,500 | — | — | — | 32,500 | ||||||||||||||||||||||||||
Collision Capital #3 | 5/22/2017 | 5/22/2018 | $ | 40,000 | 15 | % | — | 40,000 | — | — | — | 40,000 | ||||||||||||||||||||||||||
GreenTree #6 | 5/22/2017 | 5/22/2018 | $ | 40,000 | 15 | % | — | 40,000 | — | — | — | 40,000 | ||||||||||||||||||||||||||
Integrated Ventures (EMS) | 7/5/2017 | 7/5/2018 | $ | 50,000 | 10 | % | — | 50,000 | — | — | — | 50,000 | ||||||||||||||||||||||||||
Howard Schraub #2 | 7/24/2017 | 7/24/2018 | $ | 45,760 | 10 | % | — | 45,760 | — | — | — | 45,760 | ||||||||||||||||||||||||||
Howard Schraub #3 | 7/24/2017 | 7/24/2018 | $ | 36,000 | 10 | % | — | 36,000 | 36,000 | |||||||||||||||||||||||||||||
1,085,100 | 771,306 | (57,884 | ) | (1,049,138 | ) | 17,000 | 766,384 |
NOTE 5 – CONVERTIBLE NOTES PAYABLE - CON’T
During the quarter ended July 31, 2017, the Company issued a total of $258,260 in new convertible debt, as follows:
Name | Date | Maturity Date | Amount | Rate | ||||||||||||
Chonillo Law Group | 5/2/2017 | 11/2/2017 | $ | 50,000 | 8 | % | ||||||||||
Biz Development #2 | 5/5/2017 | 10/5/2017 | $ | 32,500 | 12 | % | ||||||||||
Collision Capital #3 | 5/22/2017 | 5/22/2018 | $ | 40,000 | 15 | % | ||||||||||
GreenTree #6 | 5/22/2017 | 5/22/2018 | $ | 40,000 | 15 | % | ||||||||||
Integrated Ventures (EMS) | 7/5/2017 | 7/5/2018 | $ | 50,000 | 10 | % | ||||||||||
Howard Schraub #2 | 7/24/2017 | 7/24/2018 | $ | 45,760 | 10 | % |
The difference between the value of the derivative on the date of issuance and the note amounts is recorded as interest expense.
ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.
Changes in Derivative Liabilities were as follows:
October 31, 2016 | $ | 1,248,689 | ||
Issuance of derivative | 575,055 | |||
Conversion into stock or assignment | (1,459,101 | ) | ||
Extinguishment of debt | (10,590 | ) | ||
Change in fair value | 1,145,093 | |||
July 31, 2017 | $ | 1,499,146 |
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 | 312,400 | |||
Conversion into stock or assignment | (589,571 | ) | ||
Extinguishment of debt | — | |||
Change in fair value | 328,940 | |||
January 31, 2018 | 1,514,816 |
NOTE 65 – NOTES PAYABLE
Pursuant to the Stock Purchase Agreement, the Company issued to EMS a promissory note in the principal amount of $100,000, due six months from the Closing, which represents the purchase price paid by the Company for Viva Entertainment. AllThe 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 during the quarter ended April 30, 2017.stock.
In addition, John Sepulveda, a related party of the Company, funded $10,000 to the Company for working capital during the year ended October 31, 2016 which remains outstanding together with advances, net of $102,070 from the spouse of the company’s Chief Executive Officer as of July 31, 2017. Both notes were due on demand with interest at a rate of 8% per annum.
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NOTE 76 - COMMON STOCK
During the three months ended JulyJanuary 31, 20172018, the Company had the following common stock transactions:
· |
· |
Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933.
NOTE 8 – STOCK ISSUABLE7 - LITIGATION
Common stock issuable consists
The Company has been involved in a protracted dispute with one of sharesits creditors regarding the conversion of notes payable, under employment contracts with officersapplicable penalties and interest. As a result, the Company is the subject of a lawsuit filed in December 2017 in New York. Management believes that all obligations to the creditor have been met and that additional claims are usurious and unjustified. The Company has recorded a liability of $55,175 in Convertible Notes Payable for the value of the notes the creditor considers outstanding and has recorded an additional $150,000 in accrued expenses to account for the potential exposure in the event either a settlement is reached or the Company valued at $1,929,200 and a consulting contract valued at $1,150,000. Common stock issuable was $3,079,200 and $512,400 as of July 31, 2017 and October 31, 2016. loses in litigation.
NOTE 98 – SUBSEQUENT EVENTS
In October 2017,
Subsequent to January 31, 2018, the Company entered into an exchange agreement with Williams Holding Corp. pursuant to which 60,000,000 shares of common stock were issued in exchange fornoted the cancellation of a $25,000 note payable previously issued to Robert Rico on August 1, 2016 for services and later assigned to Williams Holding.following material events:
· | A total of 232,000,000 shares of restricted common stock were issued to employees and officers of the company for compensation. | |
· | A total of $12,700 was received in short-term operating capital loans from the spouse of the Company’s chief executive officer. |
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”) is a business that 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.
We were incorporatedInternet 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 Statecontrol or distribution of Nevada on October 26, 2009. From inception, we were originally engaged in the development of a websitecontent itself. Consumers can access OTT content through internet-connected devices such as PCs, laptops, tablets, smart phones including iPhones and also the designDroid phones, set-top boxes, Smart TVs and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, we undertook a change in our focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties. After an unsuccessful exploration program on our mineral properties we decided to enter the market for over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.gaming consoles.
On April 5, 2016, we completed the purchase from EMS Find, Inc. (“EMS”) of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation and a subsidiary of EMS, pursuant to a stock purchase agreement (“Stock Purchase Agreement”), and Viva Entertainment’s Chief Executive Officer, Johnny Falcones, resigned from all positions at EMS and has been elected as our sole director and 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.
This purchase represents a new business and industry which we operate in. Pursuant to the Stock Purchase Agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase from the Seller by the Purchaser of all 800 outstanding shares of stock of Viva Entertainment to 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”), which represents the purchase price paid by us for Viva Entertainment. In connection with the closing, Alexander Stanbury, our former President and Chief Executive Officer, transferred to Johnny Falcones 26,629,371 shares of restricted common stock of the Company from the shares of common stock owned by Mr. Stanbury in exchange for payment of $93,625 from the $135,000 of financing arranged with Essex Global Investment Corp. for the acquisition of the Company (the “Acquisition Financing Facility”).
On April 6, 2016, we closed on the $135,000 Acquisition Financing Facility pursuant to a securities purchase agreement, dated April 6, 2016 (the "Essex Securities Purchase Agreement"), with Essex Global Investment Corp, a Nevada corporation ("Essex"), for the sale of a convertible promissory note (the "Essex Note") in the principal amount of $145,000, with an original issue discount of $10,000.Platform:
The Essex Note,company’s subscription offering provides the components and systems to build up a CDN and along with Viva Middleware (the heart of the system), allows the provision of IPTV (Live and VOD) and other value added services, no matter the type of network (managed or unmanaged) or the number of subscribers.
Middleware:
Interactive TV Middleware is a multi service delivery platform (MSDP), providing converged and interactive IPTV services for the ISP, Telco, Cable and Campus/Hospitality market. The platform enables end users to enjoy rich multimedia services any time - any place. Services can be delivered over IP, DVB-C/T/S or 3G/4G access networks using several different devices in managed network or Over The Top, via open Internet. In addition, this innovative approach enables third parties to develop attractive first or second screen applications on different devices like PC, mobile phones, tablets, Smart TV sets or various STB devices.
Competitive Edge:
The platform represents the heart of the IPTV ecosystem, enabling service providers to accomplish attractive visual and functional differentiation of their IPTV service. Agile development allows service providers quick response to competitive market conditions. The company's main competitive advantages are field proven application platform, platform openness and flexibility, unique bouquet of IPTV converged multimedia services and customizable, responsive and graphics-rich user interface. Pay as you grow approach enables service providers to start slowly and extend the system according to the actual growth of the subscriber base. The platform comes with comprehensive system management module, which enables total control over operational parameters and central customer, device and service provisioning. The company enables the service provider to manage its video, audio and information assets and to offer these assets within reliable and compelling platform. It offers a rich information support for Live TV service with customizable channel list and e-program guide in various shapes. TV channel recording functionality is due on March 30, 2017, bears interest atavailable 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 rate of 10% per annum. All principal and accrued interestmost 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 Note was convertible at any time into sharesbest of our common stock at the election of Essex at a conversion price for each share of Common Stock equal to 55%of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received us or our transfer agent. The conversion price discount will be decreased to 45% if the Company experiences a DTC "chill" on its shares. If we are not current within ninety daysbreed components and solutions from the date ofleading vendors in the Note,IPTV world that have been proven in many wide and varied cases and environments in the conversion discount will increasepast. End-2-End solutions designed by 20%, so that the conversion price would be 35% ofcompany are based on the trading price as calculated above.
Open Standards Systems and Standards adopted in the DVB and IP world.
Distribution
We have
Our company operates three main specific segments of business. They are the rightfollowing: (1) Broadcast and Digital Content Syndication to prepaymedia 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 Essex Note during the first six months following the datecontinued use of issuanceavailable technology tools to enable efficient growth and management of the Essex Notebusiness. 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 premiumfull 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 upcontent subscription available to 135%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 all amounts owedaudio 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 Essex, including default interest, depending upon whenpay using a bank credit or debit card per transaction
(3) Consumer Electronic Subscription Sales:
a. This part of the prepaymentbusiness is effectuated.based on a joint venture with third party partners under our JV with Oi2
b. The Essex Note may notthird 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 redeemed after 180 days.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 Essex Note contains default events which, if triggeredcompany has a multifaceted approach to marketing its services and not timely cured, will result in default interest and penalties. As of July 31, 2017,offerings. These are mainly based on the Essex Note was paid in full.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 April 8, 2016,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 connectionan 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 purchaseapplication in the device of Viva Entertainment Group, Inc.,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 BoardApp. 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 Directors authorized the issuance of an aggregate of 37,170,629 shares of common stock, comprised of 22,000,000 issued to our Founder and Chief Executive Officer (5,000,000 of which are registered in nameconsumer downloads of the wifeapp 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 CEO), 13,170,629 as common shares for consulting servicesapplication in the device of their choosing
c. The company is currently actively in deployment of a social media marketing initiative to various consultantsbring awareness and 2,000,000 common shares as consideration for an investor entering into a share purchase agreement. An additional 500,000 common shares was issued for general corporate purposes.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 JulyJanuary 31, 20172018 we had a working capital deficiency of $2,622,692,$2,918,279 and accumulated deficit of $22,614,841 during the three months ended January 31, 2018, we had small revenues from subscription in amount of $3,000, and have an accumulated deficit of $20,202,376.$13,101.
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. We have notThe revenues generated any revenues to date.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 subscriptioncontent subscriptions in amount of $3,000$13,101 for the three and nine months ended JulyJanuary 31, 2017,2018, compared to zero revenues during the comparative periodsperiod in 2016.2017.
Operating Expenses
For the three and nine months ended JulyJanuary 31, 2017,2018, we incurred operating expenses in the amounts of $3,399,126 and $12,898,247, respectively. We incurred$1,200,761, compared to the operating expenses in the amounts of $1,373,239 and $2,494,258, respectively$236,548 during the three and nine months ended JulyJanuary 31, 2016.2017. Our operating expenses were comprised of: (i) consulting services expenses of $3,032,214$72,800 and $3,064,519$25,665 the three months ended January 31, 2018 and 2017, respectively (ii) content expenses of $32,148 for the three and nine months ended JulyJanuary 31, 2018, which was $0 during the comparative period in 2017 respectively (ii)(iii) professional fees of $259,346 for the three months ended January 31, 2018, which was $0 during the comparative period in 2017 (iv) general and administrative expenses of $268,816$734,162 and $526,354$92,041 for the three and nine months ended JulyJanuary 31, 2018 and 2017, respectively, and (iii)(v) wage expenses of $98,096$102,365 and $9,307,374 for three and nine months ended July 31, 2017, respectively. Comparatively, our operating expenses were comprised of: (i) consulting services expenses of $791,355 and $1,771,912$118,842 for the three and nine months ended JulyJanuary 31, 2016, respectively (ii) general2018 and administrative expenses of $360,346 and $410,821 for the three and nine months ended July 31, 2016, respectively, and (iii) wage expenses of $221,538 and $311,525 for three and nine months ended July 31, 2016,2017, respectively.
Net Loss
Our net loss for the three and nine months ended JulyJanuary 31, 2018 and 2017 was $4,822,960$1,580,592 and $15,448,897, respectively, compared to net losses of $1,993,665 and $3,127,542 for the three and nine months ended July 31, 2016.$978,819, respectively. The increase in net loss in 2018 was the result of the increase in compensationgeneral expenses by $642,121 and above mentioned costs. During the three and nine months ended July 31, 2017, we also incurred losses of $894,165 and $1,145,093, respectively, on changes of the derivative liability, compared to gain of $72,940 on changes of the derivative liability during the three and nine months ended July 31, 2016. In addition, we had interest expenses of $232,346 and $1,119,244 during the three and nine months ended July 31, 2017, compared to interest expenses of $693,366 and $706,224 during the three and nine months ended July 31, 2016.
Inflation
We do not believe that inflation has had a material effect on our results of operations.
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Liquidity and Capital Resources
As of JulyJanuary 31, 2017,2018, we had cash of $40,615. As$58,035. Current liabilities exceeded current assets by $2,918,279 at January 31, 2018, which included derivative liabilities of October 31, 2016, we had cash$1,514,816, accrued salaries due to officers of $385.$415,248, net convertible debt of $510,818, related party payable of $66,070, and accounts payable and accrued expenses of $413,549. Other long term assets consisted of capitalized software development costs of $52,786, net of accumulated amortization.
Net cash used in operating activities was $395,100$257,047 and $577,559$34,638 for the ninethree months ended JulyJanuary 31, 20172018 and 2016,2017, respectively. The net cash used in operations was principallyprimarily attributable to net losses of $15,448,897$1,580,592 and $3,127,542$978,819 during the ninethree months ended JulyJanuary 31, 2018 and 2017, and 2016, respectively, partially offset principally by amortization of debt discount of $1,052,784$281,766 and $95,728,$353,405, penalties incurred on debt of $5,165 and $-0-, amortization expense of $5,172$1,732 and $3,349,$1,708, common shares issued for services of $12,279,796$666,167 and $1,916,161, increase in accounts payable by $197,618 and $39,116,$81,664, and increase in accrued expenses by $204,873of $30,107 and $45,189 in such same periods, respectively. Loss of settlement of debt of $289,313 and -0-,$166,655, in such same periods, respectively.
CashThere was no cash flows used for investing activities were $-0- during the nine months ended July 31, 2017, compared to net cash of $171,504 used infrom investing activities during the ninethree months ended JulyJanuary 31, 2016, which was solely as a result of the effects of the reverse merger.2018 and 2017.
Cash flows provided by financing activities were $435,330$312,400 and $763,430$49,280 for ninethe three months ended JulyJanuary 31, 20172018 and 2016,2017, respectively. Positive cash flows from financing activities during the ninethree months ended JulyJanuary 31, 2017 were due primarily to proceeds from related party payable of $102,070, proceeds from sales of common stock and convertible notes in amount of $12,000 and $321,260, respectively. Positive cash flows from financing activities during the nine months ended July 31, 20162018 were solely due to proceeds from convertible notes, which was $28,000 during the same period in amount2017. The Company also had proceeds of $763,430. $21,280 from related party loan in 2017, which was $0 during the first quarter of 2018.
We have small revenues from subscription in amount of $3,000$13,101 for the three and nine months ended JulyJanuary 31, 2017,2018, and have 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 20172018 for the Viva Entertainment operations. In due course, should we require capital for these operations, we will need to raise additional capital. There is no guarantee that we will be able to raise further capital. At present, we have not made any arrangements to raise additional capital but are diligently working on this.
If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.
Future Contractual Obligations and Commitment
We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities.
As of the date of this prospectus, we have no future contractual obligations or commitments.
Off-Balance Sheet Arrangements
WeAs of the date of this prospectus, we have no off-balance sheet arrangements.not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:
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Recent Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation which(Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify theseveral areas of accounting for share-based payment award transactions.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 standard will modify several aspectsguidance 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 reportingminimum 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 employee share-based payments and related tax accounting impacts, includingforfeitures as they occur to determine the presentationamount of compensation cost to be recognized in each period.
In November 2016, the statementsFASB issued ASU No. 2016-18, “Statement of operationsCash Flows (Topic 230).” ASU No. 2016-18 requires that restricted cash be included with cash and cash flowsequivalents 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 certain tax benefits or deficienciesthe two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and employee tax withholdings, as wellrecord the amount of goodwill impairment as the accounting for award forfeituresexcess of a reporting unit’s carrying amount over its fair value, not to exceed the vesting period. The guidancetotal 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, 2016, including2019; early adoption is permitted for interim periods within that year, and will be adopted by the Company in the first quarter of fiscalor annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company anticipates the newhas not elected early adoption of this standard will result in an increaseand is currently in the numberprocess of shares usedevaluating 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 the calculation of diluted earnings per share and will add volatilitythis 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 effective tax rate and income tax expense.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
In October 2017,Subsequent to January 31, 2018, the Company entered into an exchange agreement with Williams Holding Corp. pursuant to which 60,000,000 shares of common stock were issued in exchange fornoted the cancellation of a $25,000 note payable previously issued to Robert Rico on August 1, 2016 for services and later assigned to Williams Holding.following material events:
· | A total of 232,000,000 shares of restricted common stock were issued to employees and officers of the company for compensation. | |
· | A total of $12,700 was received in short-term operating capital loans from the spouse of the Company’s chief executive officer. |
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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 and nine months ended JulyJanuary 31, 20172018 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
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.
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.
None.
(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 | |
32.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 | |
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: | VIVA ENTERTIANMENT GROUP INC. | |
/s/ Johnny Falcones | ||
Johnny Falcones | ||
President, Chief Executive Officer, Chief | ||
Financial Officer and Director |
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