Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 30, 2019 | Jul. 30, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Viva Entertainment Group Inc. | |
Entity Central Index Key | 0001479000 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 74,344,597 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Apr. 30, 2019 | Oct. 31, 2018 |
Current Assets | ||
Cash | $ 4,307 | $ 322 |
Other Receivable | 5,000 | |
Total Current Assets | 9,307 | 322 |
Other Assets | ||
Software, net of amortization of $24,427 and $20,963 | 44,126 | 47,590 |
Total Other Assets | 44,126 | 47,590 |
Total Assets | 53,433 | 47,912 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 589,347 | 589,347 |
Accrued Interest | 184,320 | 160,392 |
Accrued Salary and Wages - Related party | 528,818 | 535,338 |
Related Party Payable | 19,020 | 64,270 |
Convertible Notes Payable, net of discount | 988,133 | 931,056 |
Derivative Liability | 5,478,977 | 2,878,931 |
Total Current Liabilities | 7,788,615 | 5,159,334 |
Stockholders’ Deficit | ||
Common Stock, 41,000,000 shares authorized, par value 0.00001, 44,874,034 and 15,279,850 shares issued and outstanding at April 30, 2019 and October 31, 2018 | 448 | 153 |
Stock Payable | 1,808,250 | 1,808,250 |
Additional paid-in capital | 23,183,365 | 21,046,900 |
Accumulated deficit | (32,727,245) | (27,966,725) |
Total Stockholders’ Deficit | (7,735,182) | (5,111,422) |
Total Liabilities and Stockholders’ Deficit | $ 53,433 | $ 47,912 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2019 | Oct. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 44,874,034 | 15,279,850 |
Common Stock, shares outstanding | 44,874,034 | 15,279,850 |
Amortization | $ 24,427 | $ 20,963 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Revenues | ||||
Subscriptions | $ 5,375 | $ 14,350 | $ 16,155 | $ 27,451 |
Operating Expenses | ||||
Consulting services | 78,400 | 118,680 | 151,200 | |
Professional fees | 16,000 | 20,450 | 40,000 | 279,797 |
Content | 56,863 | 21,106 | 147,042 | 53,254 |
General and administrative | 166,618 | 1,322,887 | 368,679 | 2,057,049 |
Wages | 52,250 | 71,485 | 121,250 | 173,850 |
Total Operating Expenses | 291,731 | 1,514,328 | 795,651 | 2,715,150 |
Loss from operations | (286,356) | (1,499,978) | (779,496) | (2,687,699) |
Other expense | ||||
Loss on settlement of debt | (85,565) | (186,729) | (33,762) | |
Gain/(Loss) on change in derivative liability | (4,432,173) | 147,734 | (2,928,863) | (48,116) |
Interest and derivative expense | (18,516) | (202,550) | (865,612) | (365,869) |
Total other expense | (4,536,254) | (54,816) | (3,981,024) | (447,748) |
Net Loss | $ (4,822,610) | $ (1,554,794) | $ (4,760,520) | $ (3,135,447) |
Net Income/(Loss) Per Common Share – Basic and Diluted | $ (0.13) | $ (0.15) | $ (0.16) | $ (0.30) |
Weighted Average Number of Common Shares Outstanding | 37,325,486 | 10,596,053 | 30,532,774 | 10,596,053 |
Shareholders Equity
Shareholders Equity - USD ($) | Shares Outstanding | Common Stock | Additional Paid-In Capital | Stock Payable | Retained Earnings / Accumulated Deficit | Total |
Beginning Balance, shares at Oct. 31, 2017 | 8,269,580 | |||||
Beginning Balance, amount at Oct. 31, 2017 | $ 83 | $ 15,054,235 | $ 3,079,200 | $ (21,034,249) | $ (2,900,731) | |
Shares issued on conversion of debt, shares | 3,698,939 | |||||
Shares issued on conversion of debt, amount | $ 37 | $ 654,036 | $ 654,073 | |||
Loss on debt conversion | 143,197 | 143,197 | ||||
Settlement of Derivative | $ 948,922 | $ 948,922 | ||||
Shares issued for services, shares | 3,310,667 | |||||
Shares issued for services, amount | $ 34 | $ 4,246,510 | $ (1,270,950) | $ 2,975,593 | ||
Shares issued due to reverse split | 644 | |||||
Net (loss)/income | $ (6,932,476) | $ (6,932,476) | ||||
Ending Balance, shares at Oct. 31, 2018 | 15,279,850 | |||||
Ending Balance, amount at Oct. 31, 2018 | $ 153 | $ 21,046,900 | $ 1,808,250 | $ (27,966,725) | $ (5,111,422) | |
Shares issued on conversion of debt, shares | 9,157,516 | |||||
Shares issued on conversion of debt, amount | $ 92 | $ 162,130 | $ 162,222 | |||
Loss on debt conversion | 101,164 | 101,164 | ||||
Settlement of Derivative | $ 412,464 | $ 412,464 | ||||
Shares issued for services, shares | 2,300,000 | |||||
Shares issued for services, amount | $ 23 | $ 426,577 | $ 426,600 | |||
Shares issued due to reverse split | ||||||
Net (loss)/income | $ 62,090 | $ 62,090 | ||||
Ending Balance, shares at Jan. 31, 2019 | 26,737,366 | |||||
Ending Balance, amount at Jan. 31, 2019 | $ 267 | $ 22,149,235 | $ 1,808,250 | $ (27,904,635) | $ (3,946,882) | |
Beginning Balance, shares at Oct. 31, 2018 | 15,279,850 | |||||
Beginning Balance, amount at Oct. 31, 2018 | $ 153 | $ 21,046,900 | $ 1,808,250 | $ (27,966,725) | $ (5,111,422) | |
Shares issued due to reverse split | ||||||
Net (loss)/income | $ (4,760,520) | |||||
Ending Balance, shares at Apr. 30, 2019 | 44,874,034 | |||||
Ending Balance, amount at Apr. 30, 2019 | $ 448 | $ 23,183,365 | $ 1,808,250 | $ (32,727,245) | $ (7,735,182) | |
Beginning Balance, shares at Jan. 31, 2019 | 26,737,366 | |||||
Beginning Balance, amount at Jan. 31, 2019 | $ 267 | $ 22,149,235 | $ 1,808,250 | $ (27,904,635) | $ (3,946,882) | |
Shares issued on conversion of debt, shares | 18,136,668 | |||||
Shares issued on conversion of debt, amount | $ 181 | $ 135,466 | $ 135,647 | |||
Loss on debt conversion | 85,565 | 85,565 | ||||
Settlement of Derivative | $ 813,099 | $ 813,099 | ||||
Shares issued for services, shares | ||||||
Shares issued for services, amount | ||||||
Shares issued due to reverse split | ||||||
Net (loss)/income | $ (4,822,610) | $ (4,822,610) | ||||
Ending Balance, shares at Apr. 30, 2019 | 44,874,034 | |||||
Ending Balance, amount at Apr. 30, 2019 | $ 448 | $ 23,183,365 | $ 1,808,250 | $ (32,727,245) | $ (7,735,182) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Operating Activities | ||
Net loss | $ (4,760,520) | $ (3,135,447) |
Adjustments to reconcile net income/(loss) to cash used in operating activities: | ||
Amortization of other assets | 3,464 | 3,464 |
Amortization of debt discount | 299,623 | 450,727 |
Penalties incurred on debt | 46,164 | 5,123 |
Loss on Debt Conversion | 186,729 | 33,763 |
Derivative expense | 479,345 | |
Change in fair value of derivative liability | (2,928,683) | 351,207 |
Common stock issued and payable for services | 426,600 | 1,888,410 |
Changes in operating assets and liabilities: | ||
Accrued interest | 23,928 | 23,379 |
Accrued payroll | (6,520) | 23,240 |
Accounts payable and accrued liabilities | 53,740 | 35,814 |
Net Cash Used in Operating Activities | (318,765) | (320,320) |
Investing Activities | ||
Cash paid for note receivable | (5,000) | |
Net Cash Used in Investing Activities | (5,000) | |
Financing Activities | ||
Net (payments) proceeds from borrowings from related parties | (54,200) | 12,700 |
Payment on debt | (2,000) | |
Proceeds from issuance of convertible notes | 381,950 | 312,400 |
Net Cash Provided by in Financing Activities | 327,750 | 323,100 |
Increase in Cash | 3,985 | 2,780 |
Cash - Beginning of Period | 322 | 2,682 |
Cash - End of Period | 4,307 | 5,462 |
Supplemental Disclosure of Cash Flow Information | ||
Derivative issuances | 896,926 | 352,400 |
Derivative conversions | 1,225,563 | 589,571 |
Debt and interest converted into common stock | 297,869 | 360,092 |
Cash paid for: | ||
Interest | ||
Income taxes |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 6 Months Ended |
Apr. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Description of Business and History The Company was incorporated on October 26, 2009 in the State of Nevada. The Company originally engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, the Company undertook a change in focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties. On April 5, 2016, the Company completed the purchase of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation, from EMS Find, Inc. (“EMS”) pursuant to a stock purchase agreement. Viva Entertainment’s Chief Executive Officer, Johnny Falcones, was appointed as the Company’s sole director, President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. Pursuant to the stock purchase agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase of all outstanding shares of stock of Viva Entertainment by the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), and the issuance of 22,000,000 shares of common stock to Johnny Falcones. For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Viva Entertainment Group, Inc. exclusive of Black River Petroleum since all predecessor operations were discontinued. As part of the transaction, stock payable and amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, additional paid-in capital and retained deficit shown are those of Viva, exclusive of Black River Petroleum. Viva had no operations prior to the quarter ended April 30, 2016. In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made. All adjustments made were of a normal recurring nature. Viva Entertainment Group Inc. (F/K/A Black River Petroleum Corp.) (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York. Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of April 30, 2019, the Company has a working capital deficiency and has an accumulated deficit of $32,727,245. 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 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2018. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. Loss Per Common Share The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2019 and 2018, there were no dilutive common stock equivalents outstanding. Fair Value of Financial Instruments Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of April 30, 2019 and October 31, 2018. The Company’s financial instruments consist of cash and derivative liabilities. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: • Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.) The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of April 30, 2019 and October 31, 2018: April 30, 2019: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 988,133 $ — $ — $ 988,133 Derivative Liability 5,478,977 5,478,977 Total $ 6,467,110 $ — $ — $ 6,467,110 October 31, 2018: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 931,056 $ — $ — $ 931,056 Derivative Liability 2,878,931 2,878,931 Total $ 3,809,987 $ — $ — $ 3,809,987 Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. Cash and Cash Equivalents For purposes of the Condensed Financial Statements, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2019, and October 31, 2018, the Company had no cash equivalents. Revenue Recognition Effective November 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for three and six months ended April 30, 2019 or on prior periods. Reverse Split On October 12, 2018, the Company’s shareholders approved a reverse split of the issued and outstanding common stock on a 1:500 basis, which resulted in the cancellation of 7,255,764,887 shares of common stock. Immediately after effectuating the reverse split, there were 14,511,538 shares issued and outstanding. As a result of the reverse split, 644 shares of common stock were issued due to rounding. For comparative purposes, all share amounts reported in the accompanying financial statements have been shown retroactive of the reverse split for all periods presented. |
NOTE 3 - RELATED PARTY TRANSACT
NOTE 3 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Apr. 30, 2019 | |
Related Party Transactions [Abstract] | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS The detail composition of the $528,818 in accrued wages with related parties as of April 30, 2019 includes the following due to officers and directors: Johnny Falcones $162,193 and John Sepulveda $182,844. In addition, $183,781 is owed to Alberto Gomes, a former director, for prior wages. This accrual covered services rendered by the employees for the period from April 2016 through April 30, 2019, less payments made to such employees during the period. Common Stock Payable for all periods presented consists of $1,808,250 in stock payable with related parties due to unissued shares earned on the employment agreements and for services performed during the years ended October 31, 2018, 2017 and 2016. The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of April 30, 2019 and October 31, 2018, a balance of $19,020 and $64,270, respectively, was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand. |
NOTE 4 - OTHER RECEIVABLES
NOTE 4 - OTHER RECEIVABLES | 6 Months Ended |
Apr. 30, 2019 | |
Notes to Financial Statements | |
NOTE 4 - OTHER RECEIVABLES | NOTE 4 – OTHER RECEIVABLES Other receivable consists of a short-term working capital advance to an unrelated third-party customer of the Company to assist with their product development. The advance is not interest bearing and is due on demand. |
NOTE 5 - CONVERTIBLE NOTES PAYA
NOTE 5 - CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Apr. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | NOTE 5 CONVERTIBLE NOTES PAYABLE During prior years and through the six months ended April 30, 2019, the Company issued multiple convertible notes payable to several entities. The notes bear interest at rates between 8% and 15% and are convertible at rates between 40-60% of the lowest trading price of company’s common stock over a period ranging from 5-20 days prior to the date of conversion. All of the outstanding notes are either currently due or become due on or before January 31, 2020. The notes are summarized as follows: Total convertible notes payable at April 30, 2019 $ 1,265,224 Less: Current portion of notes payable (1,265,224 ) Long term portion of notes payable — The following table summarized the convertible note activity in the six months ended April 30, 2019 and the year ended October 31, 2018: Principal Balance Loan Discount Accrued interest October 31, 2017 $ 897,524 $ (383,122 ) $ 61,520 Issued in the year 787,515 (754,153 ) — Converted into stock or repaid (580,448 ) — (73,625 ) Amortization of debt discount — 963,740 — Interest accrued — — 172,497 October 31, 2018 $ 1,104,591 $ (173,535 ) $ 160,392 Issued in the period 413,712 (403,179 ) — Converted into stock or repaid (253,079 ) — (44,790 ) Amortization of debt discount — 299,623 — Accrued interest — — 68,718 April 30, 2019 $ 1,265,224 $ (277,091 ) $ 184,320 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 Changes in Derivative Liabilities were as follows: October 31, 2017 $ 1,463,047 Issuance of derivative 1,568,926 Conversion into stock or assignment (948,922 ) Change in fair value 795,880 October 31, 2018 2,878,931 Issuance of derivative 896,926 Conversion into stock or assignment (1,225,563 ) Change in fair value 2,928,683 April 30, 2019 $ 5,478,977 Interest expense for the six months ended April 30, 2019 and 2018 was $108,960 and $59,194, respectively. Interest expense for the three months ended April 30, 2019 and 2018 was $39,819 and $29,085, respectively. Accrued interest payable on convertible debt was $184,320 and $160,392 as of April 30, 2019 and ended October 31, 2018, respectively. The Company incurred a loss on the conversion of principal and interest during the six months ended April 30, 2019 and 2018 of $186,729 and $33,762, respectively. During the six months ended April 30, 2019, the Company recorded $756,652 in derivative expense. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 6 Months Ended |
Apr. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
NOTE 6 - COMMON STOCK | NOTE 6 – COMMON STOCK During the year ended October 31, 2018, the Company had the following common stock transactions: · In October 2018, the Company effected a 1:500 reverse split of the common stock, which resulted in the cancellation of 7,255,764,887 shares of common stock and the issuance of 644 shares due to rounding differences. · The Company issued a total of 3,698,939 shares of common stock (post split) on the conversion of $654,073 of debt and associated interest. In addition, the company recorded $143,197 in loss on conversion of debt associated with these transactions, attributable to the difference between the fair value of the shares issued and the amount of debt converted compared to recorded derivative liability. · The Company issued 3,310,667 shares of common stock (post split) having a value at issuance of $4,246,510 for services, which included $1,270,950 recorded as stock issuable in the prior year, resulting in a net expense of $2,975,593 for the year ended October 31, 2018. For valuation purposes, the Company used the closing bid price of the Company’s common stock on the date of each service grant. Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933. During the three months ended January 31, 2019, the Company had the following common stock transactions: · 9,157,516 shares of common stock were issued on the conversion of $162,222 of notes payable and associated interest. In addition, the company recorded $101,164 in loss on conversion of debt associated with these transactions, attributable to the difference between the fair value of the shares issued and the amount of debt converted compared to recorded derivative liability. · 2,300,000 shares of common stock were issued for services previously rendered by consultants with a value of $426,600. For valuation purposes, the Company used the closing bid price of the Company’s common stock on the date of each service grant. Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933 except for 800,000 shares issued for consulting services, which were issued pursuant to an S-8 registration. During the three months ended April 30, 2019, the Company had the following common stock transactions: · 18,136,668 restricted shares were issued on the conversion of $135,647 in debt principal and associated interest. In addition, the company recorded $85,565 in loss on conversion of debt associated with these transactions, attributable to the difference between the fair value of the shares issued and the amount of debt converted compared to recorded derivative liability. Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933. |
NOTE 7 - SUBSEQUENT EVENTS
NOTE 7 - SUBSEQUENT EVENTS | 6 Months Ended |
Apr. 30, 2019 | |
Subsequent Events [Abstract] | |
NOTE 7 - SUBSEQUENT EVENTS | NOTE 7 SUBSEQUENT EVENTS Subsequent to April 30, 2019, the Company noted the following material events: · Between May 6, 2019 and June 18, 2019, a total of 29,470,563 shares of common stock were issued on the conversion of notes payable and associated interest and conversion fees of $245,640. |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2018. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. |
Loss Per Common Shares | Loss Per Common Share The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2019 and 2018, there were no dilutive common stock equivalents outstanding. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of April 30, 2019 and October 31, 2018. The Company’s financial instruments consist of cash and derivative liabilities. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: • Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.) The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of April 30, 2019 and October 31, 2018: April 30, 2019: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 988,133 $ — $ — $ 988,133 Derivative Liability 5,478,977 5,478,977 Total $ 6,467,110 $ — $ — $ 6,467,110 October 31, 2018: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 931,056 $ — $ — $ 931,056 Derivative Liability 2,878,931 2,878,931 Total $ 3,809,987 $ — $ — $ 3,809,987 |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the Condensed Financial Statements, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2019, and October 31, 2018, the Company had no cash equivalents. |
Revenue Recognition | Revenue Recognition Effective November 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of service contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for three and six months ended April 30, 2019 or on prior periods. |
Reverse Split | Reverse Split On October 12, 2018, the Company’s shareholders approved a reverse split of the issued and outstanding common stock on a 1:500 basis, which resulted in the cancellation of 7,255,764,887 shares of common stock. Immediately after effectuating the reverse split, there were 14,511,538 shares issued and outstanding. As a result of the reverse split, 644 shares of common stock were issued due to rounding. For comparative purposes, all share amounts reported in the accompanying financial statements have been shown retroactive of the reverse split for all periods presented. |
NOTE 5 - CONVERTIBLE NOTES PA_2
NOTE 5 - CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Apr. 30, 2019 | |
Debt Disclosure [Abstract] | |
Derivative Liability | October 31, 2017 $ 1,463,047 Issuance of derivative 1,568,926 Conversion into stock or assignment (948,922 ) Change in fair value 795,880 October 31, 2018 2,878,931 Issuance of derivative 896,926 Conversion into stock or assignment (1,225,563 ) Change in fair value 2,928,683 April 30, 2019 $ 5,478,977 |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details Narrative) | Apr. 30, 2019USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working capital deficiency and accumulated deficit | $ 32,727,245 |
NOTE 3 - RELATED PARTY TRANSA_2
NOTE 3 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Apr. 30, 2019 | Oct. 31, 2018 |
Related Party Transactions [Abstract] | ||
Accrued salaries and wages | $ 528,818 | |
Balance owed | $ 19,020 | $ 64,270 |
NOTE 6 - COMMON STOCK (Details
NOTE 6 - COMMON STOCK (Details Narrative) | 6 Months Ended |
Apr. 30, 2019USD ($)shares | |
Stockholders' Equity Note [Abstract] | |
Shares issued for conversion | shares | 18,136,668 |
Shares issued for conversion, value | $ | $ 135,647 |
NOTE 7 - SUBSEQUENT EVENTS (Det
NOTE 7 - SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Jun. 18, 2019shares | |
Subsequent Events [Abstract] | |
Shares issued on conversions | 29,470,563 |