VIVA ENTERTAINMENT GROUP INC.

Notes to Consolidated Financial Statements

For the Nine Months Ended July 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 July 31, 2017,2018, the Company has a working capital deficiency and has an accumulated deficit of $20,202,376.$26,555,278.  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.

NOTE 2 – RESTATEMENT OF FINANCIAL STATEMENTS 

The Company has restated its un-audited financial statement for the period ended July 31, 2017 to account for a correction to convertible notes previously issued and outstanding but underreported in the previously filed financial statements. The table below highlights the material changes to the financial statements:

Balance Sheet as of July 31, 2017 –  

For the three months ended July 31, 2017 –

For the nine months ended July 31, 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 three and nine months ended July 31, 2018 and October 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 July 31, 20172018 and October 31, 2016.2017. The Company’s financial instruments consist of cash and derivative liabilities.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

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

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

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, 20172018 and October 31, 2016:2017:

July 31, 2017: 2018:

October 31, 2016:2017:

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 July 31, 20172018 and October 31, 2016,2017, the Company had no cash equivalents.

Revenue Recognition

Effective November 1, 2017, 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 months ended July 31, 2018 or on prior periods.

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 $509,638 in accrued wages with related parties as of July 31, 2017 is as follows:2018 includes amounts owed to Company officers, Johnny Falcones $126,840, Alberto Gomez $152,548 and($168,823), John Sepulveda $105,548.($157,034), and ($183,781) to Alberto Gomez. This accrual covered services rendered by the employees for the period from April, 2016 through July 31, 20172018 less payments made to such employees during the period.

Common Stock Issuable includes $1,808,250 in stock payable includes $1,929,200 to officers and directorswith related parties as of the companyJuly 31, 2018. 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 fromJuly 31, 2018, a balance of $68,770 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

During the nine months ended July 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 July 31, 2019. The notes are summarized as follows:

The following table summarized the convertible note activity in the nine months ended July 31, 2018 and the year ended October 31, 2017:

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

Changes in Derivative Liabilities were as follows: 

NOTE 5 – CONVERTIBLE NOTES PAYABLE - CON’T

The following table summarized the convertible notes and activity in the nine months ended July 31, 2017: 

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:

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: 

NOTE 6 – 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.

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.

stock.

NOTE 76 - COMMON STOCK 

During the threenine months ended July 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 ISSUABLE

Common stock issuable consists of shares payable under employment contracts with officers of 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. 

NOTE 97 – SUBSEQUENT EVENTS

In October 2017,

The Company reviewed material events subsequent to July 31, 2018. None were noted apart from 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 for 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:

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, theThe 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.

OTT 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 company has secured affiliation agreements to provide a premiumwide 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.

c.     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.

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).

Growth Strategy

The Essex Note contains default events which, if triggeredcompany has a multifaceted approach to marketing its services and not timely cured, will resultofferings.   These are mainly based on the business unit:

(1) Broadcast and Digital Content Syndication:

a.     The company engages in default interestdirect calls to prospective media affiliated partners using its in-house staff of affiliate sales and penalties.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 its existing relationships with industry media affiliated partners that desire to bring awareness of their own content offerings in our App thus driving their consumer base to actively be incentive to download or seek the application in the device of their choosing.

b.     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.

c.     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 July 31, 2017,consumer downloads of the Essex Note was paidapp 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 full.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.

On April 8, 2016, in connectionJune 19, 2018, we signed a strategic venture agreement with Kredit Koncepts Financial LLC, a New York-based credit recovery and rebuilding service. Under the purchase of Viva Entertainment Group, Inc., our Board 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 nameterms of the wifeagreement, 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 CEO), 13,170,629 as common shares for consulting servicesbiggest 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 various consultantslarge events
• Employ flyers, posters, 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.
  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 31, 20172018, we had a working capital deficiency of $2,622,692, had small revenues from subscription in amount of $3,000,$3,968,900 and have an accumulated deficit of $20,202,376.$26,555,278. We had revenues from subscriptions in amounts of $8,470 and $35,921 during the three and nine months ended July 31, 2018, respectively.

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

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

Limited Operating History

There is no historical financial information about us upon which to base an evaluation of our performance. 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 subscriptionsubscriptions in amount of $8,470 and $35,921 during the three and nine months ended July 31, 2018, respectively, compared to $3,000 in revenues from subscriptions during the comparative three- and nine-month periods in 2017. 

Operating Expenses

For the three months ended July 31, 2018, we incurred operating expenses in the amounts of $1,422,508, compared to the operating expenses in the amounts of $3,399,126 during the three months ended July 31, 2017. Our operating expenses were comprised of: (i) consulting services expenses of $258,000 and $3,032,214 for the three months ended July 31, 2018 and 2017, respectively (ii) content expenses of $5,749 for the three months ended July 31, 2018, which was $0 during the comparative period in 2017 (iii) professional fees of $265,500 and $-0- for the three months ended July 31, 2018 and 2017, respectively (iv) general and administrative expenses of $821,204 and $26 for the three months ended July 31, 2018 and 2017, respectively, and (v) wage expenses of $72,055 and $98,096 for the three months ended July 31, 2018 and 2017, respectively. 

For the 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. 

Net Loss

Our 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, compared to zero revenues duringrespectively. The decrease in net loss in 2018 was the comparative periodsresult of the decrease in 2016.wages by approximately $7.9 million and above-mentioned costs.

Inflation

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

Operating Expenses

For the three and nine months ended July 31, 2017, we incurred operating expenses in the amounts of $3,399,126 and $12,898,247, respectively. We incurred operating expenses in the amounts of $1,373,239 and $2,494,258, respectively during the three and nine months ended July 31, 2016. Our operating expenses were comprised of: (i) consulting services expenses of $3,032,214 and $3,064,519 for the three and nine months ended July 31, 2017, respectively (ii) general and administrative expenses of $268,816 and $526,354 for the three and nine months ended July 31, 2017, respectively, and (iii) wage expenses of $98,096 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 for the three and nine months ended July 31, 2016, respectively (ii) general 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, respectively.

Net Loss

Our net loss for the three and nine months ended July 31, 2017 was $4,822,960 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. The increase in net loss was the result of the increase in compensation 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.