UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 30~~July 31, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

COMMISSION FILE NUMBER: 333-163815

VIVA ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	~~1311~~	~~98-0642409~~1311		98-0642409
(State or other jurisdiction of organization)	~~(Primary Standard Industrial Classification Code)~~	(~~IRS~~Primary ~~Employer~~Standard ~~Identification~~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 ☒

~~Yes ☐~~As Noof ☒October 17, 2019, 74,344,597 shares of common stock, $0.00001 par value per share, were outstanding.

AsSecurities ofregistered pursuant ~~July~~to ~~30, 2019, 74,344,597~~ Section ~~shares~~12(b) of ~~common~~the ~~stock, $0.00001 par value per share, were outstanding.~~Act:

Title of each class		Trading Symbol		Name of exchange on which registered

VIVA ENTERTAINMENT GROUP INC.

QUARTERLY REPORT ON FORM 10-Q

~~April 30~~July 31, 2019

TABLE OF CONTENTS

		PAGE
PART 1 - FINANCIAL INFORMATION
Item 1.	Financial Statements	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2021
Item 4.	Controls and Procedures	2021
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2122
Item 1A.	Risk Factors	2122
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2122
Item 3.	Defaults Upon Senior Securities	2122
Item 4.	Mine Safety Disclosures	2122
Item 5.	Other Information	2122
Item 6.	Exhibits	2122
SIGNATURES		2223

~~(1)~~i

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

VIVA ENTERTAINMENT GROUP INC.
Condensed Balance Sheets
(Unaudited)
	April 30, 2019			October 31, 2018
ASSETS
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
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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, 200,000,000 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
The accompanying notes are an integral part of these financial statements.

VIVA ENTERTAINMENT GROUP INC.

~~(2)~~Condensed Balance Sheets

~~Table of Contents~~(Unaudited)

VIVA ENTERTAINMENT GROUP, INC.
	July 31, 2019			October 31, 2018
Condensed Statements of Operations
ASSETS
(Unaudited)
Current Assets
	For the Three Months Ended April 30, 2019			For the Three Months Ended April 30, 2018			For the Six Months Ended April 30, 2019			For the Six Months Ended April 30, 2018
Cash	$	13,450		$	322
Revenues
Other Receivable		15,000			—
Subscriptions	$	5,375		$	14,350		$	16,155		$	27,451
Total Current Assets		28,450			322
Operating Expenses
Other Assets
Consulting services		—			78,400			118,680			151,200
Software, net of amortization of $26,159 and $20,963		42,394			47,590
Professional fees		16,000			20,450			40,000			279,797
Total Other Assets		42,394			47,590
Content		56,863			21,106			147,042			53,254
Total Assets	$	70,844		$	47,912
General and administrative		166,618			1,322,887			368,679			2,057,049
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Wages		52,250			71,485			121,250			173,850
Current Liabilities
Total Operating Expenses		291,731			1,514,328			795,651			2,715,150
Accounts Payable and Accrued Liabilities	$	589,347		$	589,347
Loss from operations		(286,356	)		(1,499,978	)		(779,496	)		(2,687,699	)
Accrued Interest		199,526			160,392
Other expense
Accrued Salary and Wages – Related Party		488,928			535,338
Loss on settlement of debt		(85,565	)		—			(186,729	)		(33,762	)
Related Party Payable		-			64,270
Gain/(Loss) on change in derivative liability		(4,432,173	)		147,734			(2,928,863	)		(48,116	)
Convertible Notes Payable, net of discount – in default		731,899			931,056
Interest and derivative expense		(18,516	)		(202,550	)		(865,612	)		(365,869	)
Convertible Notes Payable, net of discount – current		390,661			—
Total other expense		(4,536,254	)		(54,816	)		(3,981,024	)		(447,748	)
Derivative Liability		3,050,601			2,878,931
Net Loss	$	(4,822,610	)	$	(1,554,794	)	$	(4,760,520	)	$	(3,135,447	)
Total Current Liabilities		5,450,962			5,159,334
Net Loss Per Common Share – Basic and Diluted	$	(0.13	)	$	(0.15	)	$	(0.16	)	$	(0.30	)
Stockholders’ Deficit
Weighted Average Number of Common Shares Outstanding		37,325,486			10,596,053			30,532,774			10,596,053
Common Stock, 475,000,000 shares authorized, par value 0.00001, 74,344,597 and 15,279,850 shares issued and outstanding at July 31, 2019 and October 31, 2018		743			153
The accompanying notes are an integral part of these financial statements.
Stock Payable		1,808,250			1,808,250
Additional paid-in capital		24,251,686			21,046,900
Accumulated deficit		(31,440,797	)		(27,966,725	)
Total Stockholders’ Deficit		(5,380,118	)		(5,111,422	)
Total Liabilities and Stockholders’ Deficit	$	70,844		$	47,912

~~(3)~~The Accompanying Notes are an Integral Part of These Financial Statements

~~Table of Contents~~1

VIVA ENTERTAINMENT, INC.
Statements of Stockholder's Equity
(Unaudited)
					Additional
	Shares		Common		Paid-in		Stock			Retained			Total
	Outstanding		Stock		Capital		Payable			Deficit			Equity
Balance as of October 31, 2017		8,269,580	$	83	$	15,054,235	$	3,079,200		$	(21,034,249	)	$	(2,900,731	)
Shares issued on conversion of debt		3,698,939		37		654,036		—			—			654,073
Loss on debt conversion		—		—		143,197		—			—			143,197
Settlement of derivative		—		—		948,922		—			—			948,922
Shares issued for services		3,310,667		34		4,246,510	$	(1,270,950	)		—			2,975,593
Shares issued due to reverse split		664		—		—		—			—			—
Net loss for year ended October 31, 2018		—		—		—		—			(6,932,476	)		(6,932,476	)
Balance as of October 31, 2018		15,279,850	$	153	$	21,046,900	$	1,808,250		$	(27,966,725	)	$	(5,111,422	)
Shares issued on conversion of debt		9,157,516		92		162,130		—			—			162,222
Loss on debt conversion		—		—		101,164		—			—			101,164
Settlement of derivative		—		—		412,464		—			—			412,464
Shares issued for services		2,300,000		23		426,577		—			—			426,600
Net income for quarter ended January 31, 2019		—		—		—		—			62,090			62,090
Balance as of January 31, 2019		26,737,366	$	267	$	22,149,235	$	1,808,250		$	(27,904,635	)	$	(3,946,882	)
Shares issued on conversion of debt		18,136,668		181		135,466		—			—			135,647
Loss on debt conversion		—		—		85,565		—			—			85,565
Settlement of derivative		—		—		813,099		—			—			813,099
Net loss for quarter ended April 30, 2019		—		—		—		—			(4,822,610	)		(4,822,610	)
Balance as of April 30, 2019		44,874,034	$	448	$	23,183,365	$	1,808,250		$	(32,727,245	)	$	(7,735,182	)
The accompanying notes are an integral part of these financial statements.

VIVA ENTERTAINMENT GROUP, INC.

~~(4)~~Condensed Statements of Operations

~~Table of Contents~~(Unaudited)

VIVA ENTERTAINMENT GROUP INC.
	For the Three			For the Three			For the Nine			For the Nine
Condensed Statements of Cash Flows
	Months Ended			Months Ended			Months Ended			Months Ended
(Unaudited)
	July 31, 2019			July 31, 2018			July 31, 2019			July 31, 2018
	For the Six Months Ended			For the Six Months Ended
Revenues
	April 30, 2019			April 30, 2018
Subscriptions	$	1,020		$	8,470		$	17,175			35,921
Operating Activities
Operating Expenses
Net loss	$	(4,760,520	)	$	(3,135,447	)
Consulting services		8,000			258,000			126,680			409,200
Adjustments to reconcile net loss to cash used in operating activities:
Professional fees		3,750			265,500			43,750			545,297
Amortization of other assets		3,464			3,464
Content		4,096			5,479			151,138			59,903
Amortization of debt discount		299,623			450,727
General and administrative		423,389			821,204			792,068			2,878,253
Penalties incurred on debt		46,164			5,123
Wages		69,945			72,055			191,195			245,905
Loss on Debt Conversion		186,729			33,763
Total Operating Expenses		509,180			1,422,508			1,304,831			4,137,658
Derivative Expense		479,345			—
Loss from operations		(508,160	)		(1,414,08	)		(1,287,656	)		(4,101,737	)
Change in fair value of derivative liability		(2,928,683	)		351,207
Other expense
Common stock issued and payable for services		426,599			1,888,410
Loss on settlement of debt		(177,241	)		(73,336	)		(363,970	)		(107,098	)
Changes in operating assets and liabilities:
Gain/(Loss) on change in derivative liability		2,530,627			(1,129,269	)		(398,056	)		(1,177,385	)
Accrued interest		23,928			23,379
Interest and derivative expense		(558,778	)		231,060			(1,424,390	)		(134,809	)
Accrued payroll		(6,520	)		23,240
Total other expense		1,794,608			(971.545	)		(2,186,416	)		(1,419,292	)
Accounts payable and accrued liabilities		53,740			35,814
Net Income (Loss)	$	1,286,448		$	(2,385,583	)	$	(3,474,072	)	$	(5,521,029	)
Net Cash Used in Operating Activities		(318,765	)		(320,320	)
Basic earnings per share	$	0.02		$	(0.17	)	$	(0.08	)		(0.43	)
Investing Activities
Diluted earnings per share	$	0.01		$	(0.17	)	$	(0.08	)		(0.43	)
Cash paid for note receivable		(5,000	)		—
Weighted average number of shares used in computation of:
Net Cash Used in Investing Activities		(5,000	)		—
Basic earnings per share		66,929,958			14,407,990			42,798,492			12,696,675
Financing Activities
Diluted earnings per share		209,494,930			14,407,990			42,798,492			12,696,675
Net (payments) proceeds on borrowing 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 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	$	—		$	—
The accompanying notes are an integral part of these financial statements.

~~(5)~~The accompanying notes are an integral part of these financial statements.

~~Table of Contents~~2

VIVA ENTERTAINMENT, ~~GROUP~~ INC.

~~Notes~~Statements of toStockholder’s ~~Consolidated Financial Statements~~Equity

~~As of and For the Six Months Ended April 30, 2019 and 2018~~(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

	Shares		Common		Additional Paid-in		Stock			Retained			Total
	Outstanding		Stock		Capital		Payable			Deficit			Equity
Balance as of October 31, 2017		8,269,580	$	83	$	15,054,235	$	3,079,200		$	(21,034,249	)	$	(2,900,731	)

Shares issued on conversion of debt		3,698,939		37		654,036		—			—			654,073
Loss on debt conversion		—		—		143,197		—			—			143,197
Settlement of derivative		—		—		948,922		—			—			948,922
Shares issued for services		3,310,667		34		4,246,510	$	(1,270,950	)		—			2,975,593
Shares issued due to reverse split		664		—		—		—			—			—
Net loss for year ended October 31, 2018		—		—		—		—			(6,932,476	)		(6,932,476	)
Balance as of October 31, 2018		15,279,850	$	153	$	21,046,900	$	1,808,250		$	(27,966,725	)	$	(5,111,422	)

Shares issued on conversion of debt		9,157,516		92		162,130		—			—			162,222
Loss on debt conversion		—		—		101,164		—			—			101,164
Settlement of derivative		—		—		412,464		—			—			412,464
Shares issued for services		2,300,000		23		426,576		—			—			426,599
Net income for quarter ended January 31, 2019		—		—		—		—			62,090			62,090
Balance as of January 31, 2019		26,737,366	$	267	$	22,149,235	$	1,808,250		$	(27,904,635	)	$	(3,946,883	)

Shares issued on conversion of debt		18,136,668		181		135,466		—			—			135,647
Loss on debt conversion		—		—		85,565		—			—			85,565
Settlement of derivative		—		—		813,099		—			—			813,099
Net loss for quarter ended April 30, 2019		—		—		—		—			(4,822,610	)		(4,822,610	)
Balance as of April 30, 2019		44,874,034	$	448	$	23,183,365	$	1,808,250		$	(32,727,245	)	$	(7,735,182	)

Shares issued on conversion of debt		29,470,563		295		246,346		—			—			246,641
Loss on debt conversion		—		—		177,241		—			—			177,241
Settlement of derivative		—		—		644,734		—			—			644,734
Net income for quarter ended July 31, 2019		—		—		—		—			1,286,448			1,286,448
Balance as of July 31, 2019		74,344,597	$	743	$	24,251,686	$	1,808,250		$	(31,440,797	)	$	(5,380,118	)

~~Description~~The accompanying notes are an integral part of ~~Business~~these ~~and~~financial ~~History~~statements.

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.3

On VIVA ~~April~~ENTERTAINMENT 5,GROUP ~~2016, the Company completed the purchase of Viva Entertainment Group, Inc~~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~~Condensed toStatements ~~the stock purchase agreement, the Company and EMS agreed to transfer control~~ of ~~Viva~~Cash 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.Flows

~~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.~~(Unaudited)

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.

	For the Nine Months Ended			For the Nine Months Ended
	July 31, 2019			July 31, 2018
Operating Activities
Net income/(loss)	$	(3,474,072	)	$	(5,521,029	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of other assets		5,196			5,196
Amortization of debt discount		641,365			632,886
Penalties incurred on debt		117,329			48,501
Loss on Debt Conversion		363,970			107,098
Derivative Expense		775,348			359,292
Change in fair value of derivative liability		398,056			818,014
Common stock issued and payable for services		426,599			2,969,412
Changes in operating assets and liabilities:
Accrued interest		122,087			—
Accrued salary and wages – related party		(46,410	)		84,740
Accounts payable and accrued liabilities		—			120,361
Net Cash Used in Operating Activities		(670,532	)		(375,250	)

Investing Activities
Cash paid for note receivable		(15,000	)		—
Net Cash Used in Investing Activities		(15,000	)		—

Financing Activities
Net (proceeds) on/from borrowing from related parties		(64,270	)		12,700
Payment on debt		—			(10,000	)
Proceeds from issuance of convertible notes		762,930			375,550
Net Cash Used in Financing Activities		698,660			378,250

Increase (Decrease) in Cash		13,128			2,681
Cash - Beginning of Period		322			2,682
Cash - End of Period	$	13,450		$	5,363

Supplemental Disclosure of Cash Flow Information
Derivative issuances	$	1,643,911		$	408,560
Derivative conversions	$	1,870,297		$	892,725
Debt and interest converted into common stock	$	544,510		$	532,947
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—

~~Going~~The ~~Concern~~Accompanying Notes are an Integral Part of These Financial Statements

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.4

~~(6)~~VIVA ENTERTAINMENT GROUP INC.

~~Table~~Notes to ofConsolidated ~~Contents~~Financial Statements

~~NOTE~~As of 2and –For ~~SUMMARY~~the OFNine ~~SIGNIFICANT ACCOUNTING~~Months ~~POLICIES~~Ended July 31, 2019 and 2018

~~Basis~~NOTE 1 of– ~~Presentation~~NATURE OF OPERATIONS

~~The accompanying unaudited condensed~~Description 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~~Business ~~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.History

~~Use~~The Company was incorporated on October 26, 2009 in the State of ~~Estimates~~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.

~~The preparation of financial statements~~On inApril ~~accordance~~5, ~~with~~2016, ~~U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect~~ the ~~reported~~Company ~~amounts~~completed ~~of assets and liabilities at~~ the ~~date~~purchase of ~~the~~Viva ~~financial~~Entertainment ~~statements~~Group, ~~and~~Inc. ~~the~~(“Viva ~~reported~~Entertainment”), ~~amounts~~a ~~of net revenue~~Delaware ~~and~~corporation, ~~expenses~~from inEMS ~~the~~Find, ~~reporting period~~Inc. We(“EMS”) ~~regularly~~pursuant ~~evaluate our estimates and assumptions related~~ to ~~the~~a ~~useful life and recoverability of long-lived assets,~~ stock~~-based~~ ~~compensation~~purchase ~~and deferred income tax asset valuation allowances~~agreement. WeViva ~~base~~Entertainment’s ~~our estimates and assumptions~~Chief onExecutive ~~current facts~~Officer, ~~historical~~Johnny ~~experience and various other factors that we believe to be reasonable under the circumstances~~Falcones, ~~the results~~was ofappointed ~~which~~as ~~form~~ the ~~basis~~Company’s ~~for~~sole ~~making~~director, ~~judgments~~President ~~about the carrying values of assets~~ and ~~liabilities~~Chief ~~and~~Executive ~~the accrual of costs~~Officer ~~and~~to ~~expenses~~manage ~~that~~the ~~are~~development ~~not readily apparent from other sources. The actual results experienced by us may differ materially~~ and ~~adversely from~~marketing ~~our~~of ~~estimates.~~Viva ToEntertainment’s over the ~~extent~~top ~~there~~(IPTV/OTT) ~~are~~application ~~material~~for ~~differences~~connected ~~between our estimates and the actual results~~TV’s, ~~our future results~~ ofdesktop ~~operations~~computers, ~~will~~tablets, beand ~~affected~~smart phones.

~~Loss~~Pursuant to ~~Per~~the ~~Common~~stock ~~Share~~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.

~~The Company reports net loss per share~~In inmanagement’s ~~accordance~~opinion, ~~with~~all ~~provisions~~adjustments ofnecessary ~~the~~for ~~FASB. The~~a ~~provisions~~fair ~~require~~statement ~~dual presentation~~ of ~~basic and diluted loss per share. Basic net loss per share excludes~~ the ~~impact~~results offor ~~common stock equivalents. Diluted net loss per share utilizes~~ the ~~average~~presented ~~market price~~periods ~~per~~have ~~share when applying the treasury stock method in determining common stock equivalents~~been made. All Asadjustments ofmade ~~April 30, 2019 and 2018, there~~ were noof ~~dilutive~~a ~~common~~normal ~~stock~~recurring ~~equivalents outstanding~~nature.

~~Fair~~Viva Entertainment ~~Value~~Group ofInc. ~~Financial~~(F/K/A ~~Instruments~~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.

~~Pursuant to ASC No. 820, “Fair~~Going 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.Concern

~~The~~These financial statements have been prepared on a going concern basis, which implies the Company ~~adopted~~will ~~ASC~~continue ~~No.~~to ~~820-10~~meet ~~(ASC~~its obligations ~~820-10),~~and ~~Fair~~continue ~~Value~~its ~~Measurements~~operations for the next fiscal year. ~~ASC~~Realization ~~820-10~~value ~~relates~~may tobe ~~financial~~substantially ~~assets~~different from carrying values as shown and these financial ~~liabilities.~~statements ~~ASC~~do ~~820-10~~not ~~defines fair~~include ~~value,~~any ~~establishes~~adjustments ato ~~framework~~the ~~for~~recoverability ~~measuring~~and ~~fair~~classification ~~value~~of inrecorded asset ~~accounting~~amounts ~~principles~~and ~~generally~~classification ~~accepted~~of inliabilities that might be necessary should the ~~United~~Company ~~States~~be ofunable to continue as a going concern. As ~~America~~of ~~(GAAP)~~July 31, 2019, the Company has a working capital deficiency and ~~expands~~has ~~disclosures~~an ~~about~~accumulated ~~fair~~deficit ~~value~~of ~~measurements~~$31,440,797. The ~~provisions~~ continuation of ~~this~~Viva ~~standard~~Entertainment ~~apply~~Group toas ~~other~~a ~~accounting~~going concern is dependent upon the continued financial support from its shareholders, the ability ~~pronouncements~~of ~~that~~the ~~require~~Company orto ~~permit~~obtain ~~fair~~necessary ~~value~~equity ~~measurements~~financing to continue operations, and ~~are~~the toattainment beof ~~applied~~profitable ~~prospectively~~operations. These factors ~~with~~raise ~~limited~~substantial ~~exceptions~~doubt regarding the Company’s ability to continue as a going concern.

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:5

•NOTE 2 ~~Level~~– 1SUMMARY ~~Unadjusted~~OF ~~quoted~~SIGNIFICANT ~~prices~~ACCOUNTING ~~in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~POLICIES

•Basis of 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.Presentation

•The accompanying ~~Level~~unaudited 3condensed ~~Inputs~~consolidated ~~that~~financial ~~are~~statements ~~both~~have ~~significant~~been toprepared in accordance with accounting principles generally accepted in the ~~fair~~United ~~value~~States ~~measurement~~for ~~and~~interim ~~unobservable.~~information ~~These~~Regulation ~~inputs~~S-K. ~~rely~~Accordingly, onthey ~~management's~~do ~~own~~not ~~assumptions~~include ~~about~~all of the ~~assumptions~~information and ~~that~~footnotes ~~market~~required ~~participants~~by ~~would~~accounting ~~use~~principles ingenerally ~~pricing~~accepted in the ~~asset~~United orStates ~~liability~~for complete financial statements. ~~(The~~In the ~~unobservable~~opinion ~~inputs~~of ~~are~~management, ~~developed~~all ~~based~~adjustments onconsisting ~~the~~of ~~best~~a ~~information~~normal ~~available~~and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the ~~circumstances~~audited ~~and~~financial ~~July~~statements ~~include~~for the year ~~Company's~~ended ~~own~~October ~~data~~31, 2018.)

~~The following presents the Company's~~Use ~~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:~~Estimates

~~April~~The preparation 30of 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, ~~2019:~~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.

	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

Loss Per Common Share

~~October~~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 July 31, 2019 and 2018: , there were no dilutive common stock equivalents outstanding.

	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

Fair Value of Financial Instruments

~~(7)~~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, 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.

~~Table of Contents~~6

~~Derivative~~The Company ~~Financial~~adopted ~~Instruments~~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.

~~Fair~~ASC 820-10 defines fair value ~~accounting~~as ~~requires~~the ~~bifurcation of~~price ~~embedded~~that ~~derivative~~would ~~instruments~~be ~~such~~received asto ~~conversion~~sell ~~features~~an asset or paid to transfer a liability in ~~convertible~~an ~~debt~~orderly ortransaction between ~~equity~~market ~~instruments,~~participants ~~and~~at the measurement date. This standard is now the single source in GAAP for the definition of ~~their~~fair value, except for the fair value ~~for~~of ~~accounting~~leased ~~purposes~~property as defined in SFAS 13. InASC ~~determining~~820-10 ~~the~~establishes ~~appropriate~~a fair value, ~~the~~hierarchy ~~Company~~that distinguishes ~~uses~~between ~~the~~(1) market ~~Black-Scholes~~participant ~~option-pricing~~assumptions developed based on market data obtained from independent sources ~~model.~~(observable Ininputs) ~~assessing~~and ~~the~~(2) an ~~convertible~~entity’s ~~debt~~own ~~instruments~~assumptions, ~~management~~about ~~determines~~market ifparticipant assumptions, that are developed based on the ~~convertible~~best ~~debt~~information ~~host~~available ~~instrument~~in isthe ~~conventional~~circumstances (unobservable inputs). The fair value hierarchy consists of three broad ~~convertible~~levels, ~~debt~~which ~~and~~gives ~~further~~the ifhighest ~~there~~priority isto aunadjusted ~~beneficial~~quoted ~~conversion~~prices ~~feature~~in ~~requiring~~active ~~measurement.~~markets Iffor ~~the~~identical ~~instrument~~assets isor ~~not~~liabilities ~~considered~~(Level ~~conventional~~1) ~~convertible~~and ~~debt,~~ the ~~Company~~lowest ~~will~~priority ~~continue~~to ~~its~~unobservable ~~evaluation~~inputs ~~process~~(Level 3). The three levels of ~~these~~the ~~instruments~~fair asvalue ~~derivative~~hierarchy ~~financial~~under ~~instruments.~~ASC 820-10 are described below:

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.

●	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.)

~~Cash~~ The following presents the Company’s fair value hierarchy for those assets and ~~Cash Equivalents~~ liabilities measured at fair value on a non-recurring basis as of July 31, 2019 and October 31, 2018:

~~For purposes of the Condensed Financial~~July ~~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.~~2019:

Revenue Recognition

	Level 1		Level 2		Level 3		Total
Convertible Notes Payable, net of discount	$	1,122,560	$	-	$	-	$	1,122,560
Derivative Liability		3,050,601						3,050,601
Total	$	4,173,161	$	-	$	-	$	4,173,161

~~Effective November~~October 131, 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.

	Level 1		Level2		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

~~Reverse Split~~ ’

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

~~(8)~~Derivative Financial Instruments

~~Table~~Fair value accounting requires bifurcation of ~~Contents~~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.

~~NOTE~~Once determined, 3derivative –liabilities ~~RELATED~~are ~~PARTY~~adjusted ~~TRANSACTIONS~~ 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.

~~The detail composition of the $528,818 in accrued wages with related parties as of April 30, 2019 includes the following due to officers~~ Cash and ~~directors: Johnny Falcones~~ Cash Equivalents $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~~For purposes ~~Stock~~of ~~Payable~~the ~~for~~Condensed ~~all~~Financial ~~periods presented~~Statements, ~~consists~~the ofCompany ~~$1,808,250~~considers inliquid ~~stock~~investments ~~payable~~ with ~~related~~an ~~parties~~original ~~due~~maturity toof ~~unissued~~three ~~shares~~months or ~~earned~~less onto ~~the~~be ~~employment~~cash ~~agreements and~~equivalents. ~~for~~As ~~services~~of ~~performed~~July ~~during~~31, ~~the~~2019, ~~years~~and ~~ended~~ October 31, 2018, ~~2017~~the ~~and~~Company ~~2016~~had no cash equivalents.

~~The Company periodically receives cash~~Revenue 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.Recognition

~~NOTE~~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 ~~OTHER~~the ~~RECEIVABLE~~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.

~~Other~~There was ~~receivable~~no ~~consists~~impact ofon athe ~~short-term working~~Company’s ~~capital~~financial ~~advance~~statements toas ana ~~unrelated~~result ~~third-party customer~~ of ~~the~~adopting ~~Company~~Topic to606 ~~assist~~for ~~with~~three ~~their~~and ~~product~~ninemonths ~~development.~~ended ~~The advance~~July is31, ~~not~~2019 ~~interest~~or ~~bearing and is due~~ on ~~demand~~prior periods.

~~(9)~~Reverse Split

~~Table~~On October 12, 2018, the Company’s shareholders approved a reverse split of ~~Contents~~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 PAYABLE~~8

~~During prior years and through the six~~NOTE ~~months~~3 ~~ended~~– ~~April~~RELATED ~~30,~~PARTY 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:TRANSACTIONS

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 detail composition of the $488,928 in accrued wages with related parties as of July 31, 2019 includes the following due to officers and directors: Johnny Falcones $22,303 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 July 31, 2019, less payments made to such employees during the period.

~~The~~Common Stock ~~following~~Payable ~~table~~for ~~summarized~~all ~~the~~periods ~~convertible note~~presented ~~activity~~consists of $1,808,250 in ~~the~~stock ~~six~~payable ~~months~~with ~~ended~~related ~~April~~parties ~~30,~~due ~~2019~~to unissued shares earned on the employment agreements and for services performed during the ~~year~~years ended October 31, 2018:, 2017 and 2016.

	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 periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of July 31, 2019 and October 31, 2018, a balance of $-0- 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.

~~The Company evaluated the terms of the~~NOTE ~~conversion~~4 ~~features of its convertible debentures in accordance with ASC Topic No. 815~~ - ~~40, Derivatives and Hedging~~ - ~~Contracts in~~OTHER 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.RECEIVABLE

~~Changes~~Other receivable inconsists ~~Derivative~~of ~~Liabilities~~a ~~were~~short-term asworking ~~follows:~~ 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.

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 5 – CONVERTIBLE NOTES PAYABLE

~~Interest~~During prior ~~expense~~years ~~for~~and through the ~~six~~nine months ended ~~April~~July 3031, 2019, ~~and~~the ~~2018~~Company ~~was~~issued ~~$108,960~~multiple ~~and~~convertible ~~$59,194,~~notes ~~respectively~~payable to several entities. ~~Interest~~The ~~expense~~notes ~~for~~bear ~~the~~interest ~~three~~at ~~months~~rates ~~ended~~between ~~April~~8% ~~30,~~and ~~2019~~ 15% and ~~2018~~are ~~was~~convertible ~~$39,819~~at ~~and~~rates ~~$29,085,~~between ~~respectively.~~40-60% ~~Accrued~~of ~~interest~~the ~~payable~~lowest ontrading price ~~convertible~~of ~~debt~~company’s ~~was~~common ~~$184,320~~stock ~~and~~over ~~$160,392~~a asperiod ranging from 5-20 days prior to the date of ~~April~~conversion. All of the outstanding ~~30,~~notes ~~2019~~are ~~and~~either ~~ended~~currently ~~October~~due or become due on or before July 31, ~~2018, respectively~~2020. The notes are summarized as follows:

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.

Total convertible notes payable at July 31, 2019	$	1,526,291
Less: Current portion of notes payable		(1,526,291	)
Long term portion of notes payable		—

~~(10)~~The following table summarized the convertible note activity in the nine months ended July 31, 2019 and the year ended October 31, 2018:

Table of Contents

	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		883,257			(871,561	)		—
Converted into stock or repaid		(461,557	)		—			(82,953	)
Amortization of debt discount		—			641,365			—
Accrued interest		—			—			122,087
July 31, 2019	$	1,526,291		$	(403,731	)	$	199,526

~~NOTE 6 - COMMON STOCK~~ 9

~~During~~The Company evaluated the ~~year~~terms ~~ended~~of ~~October 31,~~the ~~2018~~conversion features of its convertible debentures in accordance with ASC Topic No. 815 - 40, Derivatives ~~the~~and ~~Company~~Hedging ~~had~~- Contracts in Entity’s Own Stock and determined they are indexed to the ~~following~~Company’s common stock and ~~transactions:~~the conversion features meet the definition of a liability, and therefore bifurcated the conversion features and accounted for them as a separate derivative liability.

~~· In October 2018, the Company effected a 1:500 reverse split of the common stock, which resulted~~ Changes in ~~the~~Derivative ~~cancellation~~Liabilities ofwere 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.follows:

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

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		1,643,911
Conversion into stock or assignment		(1,870,297	)
Change in fair value		398,056
July 31, 2019	$	3,050,601

~~During~~Interest expense for the ~~three~~nine months ended ~~January~~July 31, 2019 and 2018 was $239,415 ~~the~~and ~~Company~~$134,809, ~~had~~respectively. Interest expense for the ~~following~~three months ~~common~~ended ~~stock~~July ~~transactions:~~31, 2019 and 2018 was $130,455 and $75,615, respectively. Accrued interest payable on convertible debt was $199,526 and $160,392 as of July 31, 2019 and October 31, 2018, respectively.

	·	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.

The Company incurred a loss on the conversion of principal and interest during the nine months ended July 31, 2019 and 2018 of $363,970 and $107,098, respectively. During the nine months ended July 31, 2019, the Company recorded $1,184,975 in derivative expense.

~~Each of these issuances was made pursuant to an exemption~~NOTE 6 ~~from~~COMMON ~~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.~~STOCK

During the ~~three~~year ~~months~~ ended ~~April~~October 3031, ~~2019~~2018, the Company had the following common stock transactions:

·● 18In October 2018,~~136~~ the Company effected a 1:500 reverse split of the common stock,~~668~~ ~~restricted~~which resulted in the cancellation of 7,255,764,887 shares ~~were~~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 $~~135~~654,~~647~~073 inof debt ~~principal~~ and associated interest. In addition, the company recorded $85143,~~565~~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.

~~NOTE 7 – SUBSEQUENT EVENTS~~ 10

~~Subsequent~~During the tothree ~~April~~months 30ended January 31, 2019, the Company ~~noted~~had the following ~~material~~ ~~events~~common stock transactions:

·● ~~Between May 6~~9, ~~2019 and June 18~~157,516 ~~2019, a total of 29,470,563~~ shares of common stock were issued on the conversion of $162,222 of notes payable and associated interest. ~~and~~In ~~conversion~~addition, ~~fees~~the ofcompany recorded $~~245~~101,~~640~~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.

~~(11)~~● 2,300,000 shares of common stock were issued for services previously rendered by consultants with a value of $426,599.For valuation purposes, the Company used the closing bid price of the Company’s common stock on the date of each service grant.

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

~~Item~~During the 2.three ~~Management’s~~months ~~Discussion~~ended ~~and~~April ~~Analysis~~30, of2019, ~~Financial~~the ~~Condition~~Company ~~and~~had ~~Results~~the offollowing ~~Operations.~~common stock transactions:

~~Cautionary~~● ~~Notice~~18,136,668 ~~Regarding~~restricted ~~Forward~~shares ~~Looking~~were ~~Statements~~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.

~~The information contained in Item~~Each ~~2 contains forward-looking statements within the meaning~~ of ~~Section~~these ~~27A~~issuances ofwas ~~the~~made ~~Securities~~pursuant ~~Act~~to ofan ~~1933,~~exemption asfrom ~~amended~~registration ~~(the~~under ~~“Securities Act”)~~Rule ~~and~~144 ~~Section 21E~~ of the Securities ~~Exchange~~ Act of ~~1934, as amended (the “Exchange Act”)~~1933. 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~~During 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,~~three ~~including~~months ~~statements~~ended ~~related~~July ~~to distributor channels~~31, ~~volume growth~~2019, 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~~Company ~~“believe,”~~had ~~“expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not~~ the ~~exclusive~~following ~~means~~common ofstock 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.transactions:

~~Readers~~● ~~should not place undue reliance on these forward-looking statements~~29,470,563 ~~which~~restricted ~~are~~shares ~~based~~were issued on ~~management’s~~the ~~current~~conversion ~~expectations and projections about future events, are not guarantees~~ of ~~future performance~~$246,641 ~~are~~in ~~subject~~debt toprincipal ~~risks, uncertainties~~ and ~~assumptions~~associated ~~(including~~interest. ~~those~~In ~~described below)~~addition, ~~and~~ ~~apply only as of~~ the ~~date~~company ofrecorded ~~this filing. Our actual results~~$177,241 ~~performance~~in orloss ~~achievements~~on ~~could~~conversion ~~differ~~of ~~materially~~debt ~~from~~associated ~~the results~~with ~~expressed in, or implied by,~~ these ~~forward-looking statements. Factors which could cause or contribute to such differences include~~transactions, ~~but~~attributable ~~are not limited~~ to, the ~~risks~~difference tobetween bethe ~~discussed~~fair invalue ~~our~~of ~~Annual~~the ~~Report~~shares onissued ~~form 10-K~~ and in the ~~press~~amount ~~releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties~~ of ~~the~~debt ~~risks~~converted ~~and~~compared ~~factors which may affect our business. We undertake no obligation~~ to ~~publicly~~recorded ~~update~~derivative ~~or revise any forward-looking statements, whether as a result of new information, future events, or otherwise~~liability.

~~(12)~~Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933.

~~Table~~NOTE 8 – ofSUBSEQUENT ~~Contents~~EVENTS

~~Overview~~● None noted

Viva Entertainment Group Inc. (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York.11

~~Internet Protocol Television~~Item ~~(IPTV/OTT)~~2. isManagement’s aDiscussion ~~system~~and ~~through~~Analysis ~~which television services are delivered using the Internet protocol suite over a network such as the Internet, instead~~ of ~~being~~Financial ~~delivered~~Condition ~~through traditional terrestrial, satellite signal,~~ and ~~cable~~Results ~~television~~of ~~formats~~Operations.

~~IPTV services may be classified~~Cautionary ~~into~~Notice ~~three~~Regarding ~~main~~Forward ~~groups:~~Looking 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.Statements

AThe information ~~Content~~contained ~~Delivery~~in ~~Network~~Item ~~(CDN)~~2 ~~is an~~contains ~~interconnected~~forward-looking ~~system~~statements ofwithin ~~computers on~~ the ~~Internet~~meaning ~~that~~of ~~provides~~Section ~~Web~~27A ~~content~~of ~~rapidly~~the toSecurities ~~numerous~~Act ~~users~~of 1933, byas ~~duplicating~~amended (the ~~content on~~“Securities ~~multiple~~Act”) ~~servers~~ and ~~directing~~Section ~~the~~21E ~~content~~of tothe ~~users~~Securities ~~based~~Exchange onAct ~~proximity.~~of ~~CDNs~~1934, ~~are~~as ~~used~~amended ~~by Internet Service Providers~~ (~~ISPs)~~the to“Exchange ~~deliver~~Act”). ~~static~~Actual orresults ~~dynamic~~may ~~Web~~materially ~~pages~~differ ~~but~~from ~~the~~those ~~technology~~projected isin ~~especially~~the ~~well~~forward-looking ~~suited~~statements toas ~~streaming~~a ~~audio,~~result ~~video,~~of ~~and Internet Television~~certain ~~(IPTV)~~risks ~~programming~~and ~~Over-The-Top~~uncertainties ~~(OTT)~~set ~~content,~~forth ~~describes~~in ~~broadband~~this ~~delivery~~report. ofAlthough ~~video~~management ~~and~~believes ~~audio~~that ~~without~~the aassumptions ~~multiple~~made ~~system~~and ~~operator being~~expectations ~~involved~~ reflected in the ~~control~~forward-looking orstatements ~~distribution~~are ofreasonable, ~~the~~there ~~content~~is ~~itself.~~no ~~Consumers~~assurance ~~can~~that ~~access~~the ~~OTT~~underlying ~~content~~assumptions ~~through~~will, ~~internet-connected devices~~in ~~such as PCs~~fact, ~~laptops,~~prove ~~tablets,~~to be ~~smart~~correct ~~phones~~or ~~including~~that ~~iPhones~~actual ~~and~~results ~~Droid~~will ~~phones,~~not ~~set-top~~be ~~boxes,~~different ~~Smart~~from ~~TVs~~expectations ~~and~~expressed ~~gaming~~in ~~consoles~~this report.

~~During~~This filing ~~the~~contains ~~year~~a ~~ended~~number ~~October~~of 31forward-looking statements which reflect management’s current views and expectations with respect to our business, ~~2018~~strategies, ~~the~~ ~~Company~~products, ~~has~~future ~~completed~~results ~~the~~and ~~interface~~events, ~~redesign~~and asfinancial ~~part~~performance. ofAll ~~the~~statements ~~revenue~~made ~~sharing~~in ~~and~~this ~~service~~filing other ~~agreement~~than ~~with~~statements ~~FlixFling~~of historical fact, ~~LLC~~including statements addressing operating performance, ~~allowing~~events, or developments which ~~subscribers~~management ~~access~~expects toor ~~the~~anticipates ~~FlixFling~~will ~~catalogue~~or ~~through~~may occur in the ~~VIVA~~future, ~~portal~~including ~~starting~~statements atrelated ~~11am~~to ~~today.~~distributor ~~The~~channels, ~~Company~~volume growth, ~~signed~~revenues, aprofitability, ~~five-year~~new ~~agreement~~products, adequacy of funds from operations, statements expressing general optimism about ~~with~~future ~~FlixFling~~operating ~~which~~results, ~~provides~~and ~~for~~non-historical ainformation, ~~share~~are offorward ~~20%~~looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such ~~sales~~words, byand similar expressions identify forward-looking statements, but are not the ~~Company~~exclusive means of ~~FlixFling~~identifying ~~subscriptions~~such statements, and ~~30%~~their ~~from~~absence ~~video~~does not mean that the statement is not forward-onlooking. These forward-~~demand~~looking statements are subject to certain ~~downloads~~risks ~~sold~~and ~~through~~uncertainties, ~~the~~including ~~Company~~those discussed below. ~~The~~Our ~~agreement~~actual ~~also~~results, ~~provides~~performance ~~for~~or ~~the~~achievements ~~Company~~could ~~and~~differ ~~FlixFling~~materially from tohistorical ~~work~~results ~~together~~as towell ~~promote~~as ~~and~~those ~~market~~expressed in, anticipated, or implied by these forward-looking statements. We do not ~~the~~undertake ~~product~~any ~~and~~obligation ~~also~~to ~~develop~~revise anthese ~~integrated~~forward-looking ~~user~~statements ~~experience~~to ~~between~~reflect ~~the~~any ~~two~~future ~~services~~events or circumstances.

~~Johnny~~Readers should ~~Falcones~~not place undue reliance on these forward-looking statements, ~~Chief~~which ~~Executive~~are ~~Officer~~based on management’s current expectations and projections about future events, are not guarantees of ~~the~~future ~~Company~~performance, ~~has~~are ~~spent~~subject ~~six~~to ~~months~~risks, ~~since~~uncertainties ~~signing~~and assumptions (including those described below), and apply only as of the ~~revenue~~date ~~share~~of ~~agreement~~this ~~with~~filing. ~~FlixFling~~Our actual results, performance or achievements could differ materially from the results expressed in, ~~December~~or ~~2017~~implied by, ~~working~~these ~~together~~forward-looking statements. Factors which could cause or contribute to ~~develop~~such adifferences ~~seamless~~include, ~~and~~but ~~integrated~~are ~~platform~~not solimited ~~that~~to, the ~~Company’s~~risks ~~customers~~to ~~can~~be ~~access~~discussed ~~one~~in ofour ~~the~~Annual ~~best~~Report ~~streaming~~on ~~services~~form 10-K and in the ~~industry~~press ~~for~~releases ~~the~~and ~~latest~~other ~~movies~~communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and ~~music~~factors ~~videos~~which onmay ~~demand~~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.

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

~~Philadelphia-based FlixFling offers~~Viva ~~over~~Entertainment ~~15,000~~Group ~~movies and television shows across all genres in an OTT format~~Inc. ~~Their~~(the ~~unique~~“Company”) ~~service~~develops ~~gives customers a choice between video-on-demand~~ and ~~monthly~~markets ~~subscription~~Viva ~~services.~~Entertainment’s ~~They~~over ~~are currently~~ the ~~only~~top ~~streaming~~(IPTV/OTT) ~~service to offer both movies and music~~application tofor ~~customers~~connected atTV’s, ~~one~~desktop ~~low~~computers, ~~price~~tablets, and ~~the~~smart ~~only~~phones. ~~service~~The toCompany ~~offer~~is ~~streaming~~based ~~music~~in ~~video~~Briarwood, ~~channels~~New York.

InInternet Protocol ~~addition,~~Television ~~the~~(IPTV/OTT) ~~Company~~is ~~announces~~a ~~that it~~system ~~has~~through ~~entered~~which ~~into~~television services are delivered using the Internet protocol suite over a ~~partnership~~network ~~with~~such ~~Comcast~~as the Internet, ~~Communications~~instead ~~Management~~of ~~LLC~~being ~~d/b/a~~delivered ~~Comcast~~through ~~Technologies~~traditional ~~Solutions~~terrestrial, ~~Inc.~~satellite ~~The~~signal, ~~partnership began~~and ~~January~~cable ~~2019~~television formats.

~~The~~IPTV services ~~Company~~may ~~and~~be ~~its~~classified ~~Vivalivetv~~into ~~system will~~three ~~begin~~main ~~working~~groups: on1) ~~content~~Live television, ~~logistical~~with ~~and~~or ~~other~~without ~~technology~~interactivity ~~services~~related ~~provided~~to ~~solely~~the bycurrent ~~Comcast~~TV show; ~~Communications~~2) ~~Management.~~Time-shifted ~~This partnership~~television: ~~will~~catch-up ~~help~~TV ~~enhance~~(replays ~~our~~a ~~subscriber~~TV ~~base~~show inthat ~~order~~was tobroadcast ~~create~~hours ~~more~~or ~~revenue.~~days Aago), ~~joint~~start ~~press~~over ~~release~~TV ~~will~~(replays the becurrent ~~available~~TV byshow ~~both parties~~from inits ~~early~~beginning); ~~2019~~3) Video On Demand (VOD): browse a catalog of videos, not related to TV programming.

On June 24, 2019, the Company signed an agreement with Kudu Creative Agency, SAS contracting them to redesign the vivalivetv.com website. The site will consist of new features with new look and feel tailored to the evolving nature of OTT content delivery and services. These changes represent an effort to give new and existing subscribers the ultimate television experience. The new vivalivetv website will specifically facilitate the Company’s interface and coordination with new content and advertising partners who are looking to help not only create revenues but integrate services and provide enhanced visibility to their millions of customers already using their products.12

~~The~~A Content ~~contract~~Delivery ~~commences~~Network ~~immediately~~(CDN) ~~with~~is ~~work~~an ~~expected~~interconnected system of computers on the Internet that provides Web content rapidly to benumerous users ~~complete~~by duplicating the content on multiple servers and directing the content to users based on proximity. CDNs are used by Internet ~~within~~Service ~~six~~Providers ~~weeks~~(ISPs) to deliver static or dynamic Web pages but the technology is especially well suited to streaming audio, video, and Internet Television (IPTV) programming Over-The-Top (OTT) content, describes broadband delivery of video and audio without a multiple system operator being involved in the control or distribution of the content itself. Consumers can access OTT content through internet-connected devices such as PCs, laptops, tablets, smart phones including iPhones and Droid phones, set-top boxes, Smart TVs and gaming consoles.

~~(13)~~During the year ended October 31, 2018, the Company has completed the interface redesign as part of the revenue sharing and service agreement with FlixFling, LLC, allowing subscribers access to the FlixFling catalogue through the VIVA portal starting at 11am today. The Company signed a five-year agreement with FlixFling which provides for a share of 20% of sales by the Company of FlixFling subscriptions and 30% from video-on-demand downloads sold through the Company. The agreement also provides for the Company and FlixFling to work together to promote and market the product and also develop an integrated user experience between the two services.

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

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

~~The~~Philadelphia-based FlixFling ~~Company’s~~offers ~~subscription~~over ~~offering provides~~15,000 ~~the~~movies ~~components~~ and ~~systems~~television toshows ~~build~~across upall agenres ~~CDN~~in ~~and~~an ~~along~~OTT ~~with~~format. ~~Viva~~Their ~~Middleware~~unique ~~(the~~service ~~heart~~gives ofcustomers a ~~the~~choice ~~system),~~between ~~allows~~video-on-demand ~~the~~and ~~provision of~~monthly ~~IPTV~~subscription ~~(Live~~services. ~~and~~They ~~VOD)~~are ~~and~~currently ~~other~~the ~~value~~only ~~added~~streaming ~~services,~~service noto ~~matter~~offer ~~the~~both movies ~~type~~and ofmusic ~~network~~to ~~(managed~~customers orat ~~unmanaged)~~one orlow price and the ~~number~~only ofservice ~~subscribers~~to offer streaming music video channels.

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

~~Interactive TV Middleware is~~The aCompany ~~multi~~and ~~service~~its ~~delivery~~Vivalivetv ~~platform~~system ~~(MSDP),~~will ~~providing~~begin ~~converged~~working ~~and~~on ~~interactive IPTV services for the ISP~~content, ~~Telco,~~logistical ~~Cable~~ and ~~Campus/Hospitality market.~~other ~~The~~technology ~~platform enables end users to enjoy rich multimedia~~ services ~~any~~provided ~~time~~solely -by ~~any~~Comcast Communications ~~place~~Management. ~~Services~~This ~~can~~partnership bewill ~~delivered~~help ~~over~~enhance ~~IP, DVB-C/T/S~~our orsubscriber ~~3G/4G~~base ~~access networks using several different devices~~ in ~~managed~~order ~~network~~to orcreate ~~Over~~more ~~The Top, via open Internet~~revenue. InA ~~addition, this~~joint ~~innovative approach enables third parties to develop attractive first or second screen applications on different devices like~~press ~~PC,~~release ~~mobile~~will ~~phones,~~be ~~tablets,~~available ~~Smart~~by TVboth ~~sets~~parties orin ~~various~~early ~~STB devices~~2019.

~~Competitive~~On June ~~Edge:~~24, 2019, the Company signed an agreement with Kudu Creative Agency, SAS contracting them to redesign the vivalivetv.com website. The site will consist of new features with new look and feel tailored to the evolving nature of OTT content delivery and services. These changes represent an effort to give new and existing subscribers the ultimate television experience. The new vivalivetv website will specifically facilitate the Company’s interface and coordination with new content and advertising partners who are looking to help not only create revenues but integrate services and provide enhanced visibility to their millions of customers already using their products.

The platform represents the heart of the IPTV ecosystem, enabling service providers to accomplish attractive visual and functional differentiation of their IPTV service. Agile development allows service providers quick response to competitive market conditions. The Company's main competitive advantages are field proven application platform, platform openness and flexibility, unique bouquet of IPTV converged multimedia services and customizable, responsive and graphics-rich user interface. Pay as you grow approach enables service providers to start slowly and extend the system according to the actual growth of the subscriber base. The platform comes with comprehensive system management module, which enables total control over operational parameters and central customer, device and service provisioning. The Company enables the service provider to manage its video, audio and information assets and to offer these assets within reliable and compelling platform. It offers a rich information support for Live TV service with customizable channel list and e-program guide in various shapes. TV channel recording functionality is available in various flavors to satisfy user's needs and lifestyle: program recording, Time-shifting, Pause Live TV and Instant TV recording. Middleware is offered as a standalone solution, as the most important building block for the complete end to end IPTV solution, whether in the multicast, DVB or Over the Top environment.13

The ~~Company 's IPTV solution~~ iscontract ~~based~~commences onimmediately ~~the~~with ~~best~~work ofexpected ~~breed~~to ~~components~~be ~~and~~complete ~~solutions~~within ~~from~~six ~~the leading vendors in the IPTV world that have been proven in many wide and varied cases and environments in the past~~weeks. ~~End-2-End solutions designed by the Company are based on the Open Standards Systems and Standards adopted in the DVB and IP world.~~

~~(14)~~Platform:

~~Table~~The Company’s subscription offering provides the components and systems to build up a CDN and along with Viva Middleware (the heart of ~~Contents~~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.

~~Distribution~~ Middleware:

~~The~~Interactive TV ~~Company~~Middleware ~~operates~~is ~~three~~a ~~main~~multi ~~specific segments~~service ofdelivery ~~business. They~~platform ~~are the following:~~ (1MSDP), ~~Broadcast~~providing converged and ~~Digital~~interactive ~~Content~~IPTV ~~Syndication~~services tofor ~~media~~the ~~distribution~~ISP, ~~affiliated~~Telco, ~~companies;~~Cable ~~(2)~~and ~~Direct-To-Consumer~~Campus/Hospitality ~~content~~market. ~~subscription~~The ~~and~~platform onenables ~~demand~~end ~~content~~users ~~services;~~to ~~(3)~~enjoy ~~Consumer~~rich ~~Electronic~~multimedia ~~Subscription~~services ~~Sales that~~any ~~are~~time ~~company~~- ~~branded~~any ~~and~~place. ~~sold~~Services can tobe ~~engaged~~delivered ~~customers~~over onIP, ~~our~~DVB-C/T/S ~~owned~~or ~~and~~3G/or4G ~~affiliated~~access ~~media~~networks ~~platforms~~using toseveral ~~ensure~~different andevices ~~enhanced~~in ~~audience participation~~managed ~~experience. Each~~network ~~are~~or ~~dependent~~Over onThe ~~some common variables including brand recognition and reinforcement~~Top, ~~ability~~ tovia ~~adequately~~open ~~market~~Internet. ~~our~~In ~~services~~addition, ~~and~~this ~~the~~innovative ~~continued~~approach ~~use~~enables ofthird ~~available~~parties ~~technology~~to ~~tools~~develop toattractive ~~enable~~first ~~efficient~~or ~~growth~~second ~~and~~screen ~~management~~applications ofon ~~the~~different ~~business. We~~devices ~~operate~~like ~~and~~PC, ~~derive~~mobile ~~revenues~~phones, ~~for~~tablets, ~~the~~Smart ~~aforementioned~~TV ~~areas~~sets ofor ~~businesses~~various ~~mentioned~~STB ~~herein as follows:~~devices.

~~(1) Broadcast~~Competitive ~~and Digital Content Syndication~~Edge:

aThe platform represents the heart of the IPTV ecosystem, enabling service providers to accomplish attractive visual and functional differentiation of their IPTV service. ~~This~~ Agile development allows service providers quick response to competitive market conditions. ~~business~~The ~~relies~~Company’s onmain 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 ~~continued~~system ~~increase~~according to the actual growth of ~~content~~the ~~offerings~~subscriber ~~into~~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 ~~marketplace~~service ~~offered~~provider to ~~media~~manage ~~companies~~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 ~~both~~various ~~the~~shapes. ~~broadcast~~TV channel recording functionality is available in various flavors to satisfy user’s needs and ~~digital~~lifestyle: ~~media~~program ~~space~~recording, Time-shifting, Pause Live TV and Instant TV recording. Middleware is offered as a standalone solution, as the most important building block for the complete end to end IPTV solution, whether in the multicast, DVB or Over the Top environment.

~~b. There~~The Company’s a ~~heavy~~IPTV ~~reliance~~solution ~~factor~~is based on the ~~levels~~best of ~~audience,~~breed ~~customer~~components ~~engagements,~~ and ~~ratings~~solutions from the leading vendors in the IPTV world that have ~~determine~~been proven in many wide and varied cases and environments in the ~~levels~~past. ofEnd-2-End ~~participation~~solutions designed by the Company are based ~~that~~on ~~our~~the ~~content~~Open ~~has~~Standards Systems and Standards adopted in the DVB and IP world.

~~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.~~Distribution

~~d. Part~~The Company operates three main specific segments of business. They are the ~~business~~following: (1) ~~model~~Broadcast isand Digital Content Syndication to ~~license~~media ~~the~~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 ~~these~~engaged customers on our owned and/or affiliated media ~~entities~~platforms ~~that~~to ~~become~~ensure an enhanced audience participation experience. Each are dependent on some common variables including brand recognition and reinforcement, ability to adequately market our ~~content~~services, ~~affiliates~~and the continued use of available technology tools to enable efficient growth and management of the business. We operate and derive revenues for the aforementioned areas of businesses mentioned herein as follows:

~~e. The~~(1) Broadcast ~~Company~~and ~~will~~Digital ~~derive~~Content ~~revenue from the sale of advertising offerings that are directly associated with the content subscription being syndicated to these media affiliated entities.~~Syndication:

~~(2) Direct-To-Consumer~~a. This ~~Content~~business ~~Subscription~~relies ~~and~~on Onthe ~~Demand~~continued ~~Content~~increase ~~Services:~~of content offerings into the marketplace offered to media companies in both the broadcast and digital media space.

ab. ~~This~~There’s ~~business~~a ~~relies~~heavy reliance factor on the ~~successful~~levels ~~completion~~of audience, customer engagements, and ~~launch~~ratings ofthat ~~our~~determine ~~Company’s~~the ~~own~~levels ~~content~~of ~~software~~participation that ~~application~~our content has.

b. The application branded as, “Oi2” is being engineered to be a full cross-platform accessible software application that will be made available on most mobile devices, media enabled set-top boxes and connected devices, as well as, other available distribution outlets in an effort to accommodate various consumer behaviors as it relates to content consumption.14

c. The ~~Company~~successful ~~has~~sale ~~secured~~of ~~affiliation~~advertising ~~agreements~~associated towith ~~provide~~our asyndicated ~~wide offering of~~ content ~~subscription~~depends ~~available~~ to ~~consumers~~the ~~including but~~aforementioned ~~not~~levels ~~limited~~of toactive ~~live and linear broadcast and cable television networks, on demand prime time television shows, pay-per-view~~consumer ~~and~~engagements ~~purchase~~with ~~options~~our ~~for~~media anaffiliated ~~estimated 7,000+ Hollywood films/movies, and hundreds of audio channels in a wide variety of genres and formats~~partners.

d. ~~The~~Part ~~content~~of ~~subscription~~the ~~offerings for this~~ business ~~derives~~model ~~revenues~~is ~~from~~to ~~active~~license ~~consumer~~the ~~subscriptions of~~ content, asto ~~well~~these ~~as,~~media ~~per instance~~entities ~~or pay-per-view and on demand offerings~~ that ~~require~~become ~~the~~our ~~consumer~~content ~~to pay using a bank credit or debit card per transaction~~affiliates.

~~(3) Consumer~~e. The ~~Electronic~~Company ~~Subscription~~will ~~Sales:~~derive revenue from the sale of advertising offerings that are directly associated with the content subscription being syndicated to these media affiliated entities.

~~a. This~~(2) Direct-To-Consumer ~~part~~Content ofSubscription ~~the~~and ~~business~~On isDemand ~~based~~Content ~~on a joint venture with third party partners under our JV with Oi2.~~Services:

ba. ~~The~~This ~~third~~business ~~party~~relies ~~partner~~on ~~owns~~the ~~and~~successful ~~controls~~completion aand ~~consumer~~launch ~~electronics~~of ~~sourcing~~our ~~company~~Company’s ~~that~~own ~~provides~~content ~~electronic~~software ~~consumer goods to certain retail store chains and e-commerce sales outlets~~application.

cb. The ~~joint~~application ~~venture~~branded ~~agreement~~as, ~~allows~~“Oi2” ~~for~~is ~~the~~being ~~Company~~engineered to ~~open~~be ea full cross-~~commerce~~platform ~~stores~~accessible onsoftware ~~its~~application ~~own~~that will ~~consumer~~be ~~directed~~made available on most mobile devices, media ~~software~~enabled ~~applications~~ set-top boxes and~~/or~~ ~~third~~connected ~~party~~devices, ~~affiliated~~as well as, other available distribution ~~partner~~outlets ~~platforms~~in an effort to accommodate various consumer behaviors as it relates to content consumption.

dc. ~~Once~~The ~~launched~~Company ~~revenues~~has ~~will~~secured beaffiliation ~~derived~~agreements ~~from~~to ~~the~~provide ~~sales~~a ofwide ~~consumer~~offering ~~electronics~~of content subscription ~~for~~available ato ~~revenue~~consumers ~~share~~including but ofnot ~~the~~limited ~~sales~~to ~~(after manufacturing~~live and linear broadcast and cable television networks, ~~sourcing~~on demand prime time television shows, ~~shipping~~pay-per-view and purchase options for an estimated 7,000+ Hollywood films/movies, and ~~other~~hundreds ~~related~~of ~~expenses~~audio ~~are~~channels ~~accounted~~in ~~for)~~a wide variety of genres and formats.

~~(15)~~d. The content subscription offerings for this business derives revenues from active consumer subscriptions of content, as well as, per instance or pay-per-view and on demand offerings that require the consumer to pay using a bank credit or debit card per transaction.

~~Table~~(3) Consumer Electronic ofSubscription ~~Contents~~Sales:

~~Growth~~a. This part ~~Strategy~~of the business is based on a joint venture with third party partners under our JV with Oi2.

b. The third ~~Company~~party ~~has~~partner owns and controls a ~~multifaceted~~consumer ~~approach to~~electronics ~~marketing~~sourcing ~~its~~company ~~services~~that ~~and~~provides ~~offerings. These~~electronic ~~are~~consumer ~~mainly~~goods ~~based~~to oncertain retail ~~the~~store ~~business~~chains ~~unit:~~and e-commerce sales outlets.

~~(1) Broadcast~~c. The joint venture agreement allows for the Company to open e-commerce stores on its own consumer directed media software applications and/or ~~Digital~~third ~~Content~~party ~~Syndication:~~affiliated distribution partner platforms.

ad. ~~The~~Once ~~Company~~launched ~~engages~~revenues inwill ~~direct~~be ~~calls~~derived tofrom ~~prospective~~the ~~media~~sales ~~affiliated~~of ~~partners~~consumer ~~using~~electronics ~~its~~subscription ~~in-house~~for ~~staff~~a revenue share of ~~affiliate~~the sales (after manufacturing, sourcing, shipping, and ~~affiliate relations~~other ~~personnel~~related expenses are accounted for).

~~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.~~15

~~c. The~~Growth ~~Company also brings market awareness of its content services and offerings using widely distributed press releases to known industry related trade publishers.~~Strategy

~~(2) Direct-To-Consumer~~The ~~Content~~Company ~~Subscription~~has a multifaceted approach to marketing its services and Onofferings. These ~~Demand~~are ~~Content~~mainly ~~Services~~based on the business unit:

~~a. The~~(1) Broadcast ~~Company plans to utilize unsold media inventory from its broadcast~~ and ~~digital~~Digital ~~content~~Content ~~syndication business to promote the Oi2 App brand awareness and content subscription offerings in an aim to drive audiences to download or seek the application in the device of their choosing.~~Syndication:

ba. The Company ~~also~~engages ~~plans~~in todirect ~~leverage~~calls ~~its~~to ~~existing~~prospective ~~relationships with industry~~ media affiliated partners ~~that~~using ~~desire~~its toin-house ~~bring~~staff ~~awareness~~ of ~~their~~affiliate ~~own~~sales ~~content~~and ~~offerings in our App thus driving their consumer base to actively be incentive to download or seek the application~~affiliate inrelations ~~the device of their choosing~~personnel.

cb. The Company ismarkets ~~currently~~on ~~actively in deployment of~~ a ~~social~~regular ~~media~~basis ~~marketing~~most ~~initiative~~of toits ~~bring~~content ~~awareness~~offerings ~~and~~via ~~drive~~industry ~~incentives~~targeted tobulk ~~consumers to~~email ~~actively~~offerings ~~download~~ or ~~seek~~participation ~~the application~~ in industry ~~the~~related ~~device~~trade ofshows ~~their~~and ~~choosing~~sponsored events.

dc. The Company isalso ~~currently~~brings ~~working~~market ~~with~~awareness ~~a certain increasing number~~ of ~~“social~~its ~~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 onservices ~~our App. As~~and ~~such~~offerings ~~their~~using ~~main~~widely ~~task~~distributed ispress toreleases ~~drive their social media followers~~ to ~~actively~~known ~~pursue their respective featured content on our App~~industry ~~thus~~related ~~aiding~~trade ~~in the increase of consumer downloads of the app and active user engagements~~publishers.

(32) Direct-To-Consumer ~~Electronic~~Content Subscription ~~Sales~~and On Demand Content Services:

a. The Company plans to utilize unsold media inventory from its broadcast and digital content syndication business to promote ~~our~~the ~~App~~Oi2 ~~Consumer~~App ~~Electronic Subscriptions~~ brand awareness and content subscription offerings in an aim to drive audiences to download or seek the application in the device of their choosing.

b. The Company also plans to leverage its existing relationships with industry media affiliated partners that desire to bring awareness of their own content offerings in our App ~~Consumer Electronic Subscription~~ thus driving their consumer base to actively be incentive to download or seek the application in the device of their choosing.

c. The Company is currently actively in deployment of a social media marketing initiative to bring awareness and drive incentives to ~~consumers~~ consumers to actively download or seek the application in the device of their choosing.

~~(16)~~d. The Companyis currently working with a certain increasing number of “social media influencers” or well-known talents that have been incentivized by the Company to provide them with their own space to feature their branded content on our App. As such their main task is to drive their social media followers to actively pursue their respective featured content on our App thus aiding in the increase of consumer downloads of the app and active user engagements.

~~Table~~(3) Consumer Electronic ofSubscription ~~Contents~~Sales:

~~Plan~~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 ~~Operation~~their choosing.

~~As of April 30, 2019, we had a working capital deficiency of $7,779,308 and accumulated deficit of $32,727,245. We had revenues from subscription in amount of $5,375 and $~~16~~,155 for the three and six months ended April 30, 2019, respectively, compared to the revenues of $14,350 and $27,451 during the three and six months ended April 30, 2018, respectively.~~

~~Our~~b. The Company ~~auditors~~also ~~have~~plans ~~issued~~to aleverage ~~going~~its ~~concern opinion.~~existing ~~This~~relationships ~~means~~with ~~that~~industry ~~our~~media ~~auditors~~affiliated ~~believe~~partners ~~there~~that isdesire ~~substantial~~to ~~doubt~~bring ~~that~~awareness of wetheir ~~can~~own ~~continue~~content asofferings anin ~~on-going~~our ~~business~~App ~~for~~Consumer ~~the~~Electronic ~~next twelve~~Subscription ~~months~~thus ~~unless~~driving wetheir ~~obtain~~consumer ~~additional~~base ~~capital~~ to ~~pay~~actively ~~our~~be ~~bills.~~incentive to ~~This~~download isor ~~because~~seek wethe ~~have~~application ~~not~~in ~~generated~~the ~~any~~device ~~material~~of ~~revenues or~~their ~~profits~~choosing.

~~We have only four officers and directors~~c. The ~~They~~Company ~~are~~is ~~responsible~~currently ~~for~~actively ~~our~~in ~~managerial~~deployment ~~and organizational structure which will include preparation~~ of ~~disclosure~~a ~~and~~social ~~accounting controls~~media ~~under~~marketing ~~the~~initiative ~~Sarbanes~~to ~~Oxley~~bring ~~Act~~awareness ~~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~~drive ~~the~~incentives ~~controls which~~to ~~may~~consumers ~~cause us~~ to beactively ~~subject~~download toor ~~sanctions~~seek ~~and~~the ~~fines~~application byin the ~~SEC~~device ~~which~~of ~~ultimately~~their ~~could cause you to lose your investment~~choosing.

~~Limited~~Plan of ~~Operating History~~Operation

~~There~~As of isJuly no31, ~~historical~~2019, ~~financial~~the ~~information about~~Company ushas ~~upon~~a ~~which~~working tocapital ~~base~~deficiency anof ~~evaluation~~$5,422,512 ofand ~~our~~accumulated ~~performance~~deficit of $31,440,797. ~~The~~We had revenues from ~~generated~~subscriptions toin ~~date~~the ~~was~~amount ~~small.~~of We$1,020 ~~cannot~~and ~~guarantee~~$17,175 ~~we will~~for bethe ~~successful~~three inand ~~our~~nine ~~business~~months ~~operations.~~ended ~~Our~~July ~~business~~31, is2019, ~~subject~~respectively, compared to ~~risks~~the ~~inherent~~revenues inof $8,470 and $35,921 during the ~~establishment~~three ofand anine ~~new~~months ~~business enterprise,~~ended ~~including~~July ~~limited~~31, ~~capital~~2018, ~~resources~~respectively.

~~Results~~Our auditors ofhave ~~Operations~~ 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.

~~Revenues~~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.

~~We had revenues from subscription in~~Limited ~~amount~~Operating of $5,375 and $16,155 for the three and six months ended April 30, 2019, respectively, compared to the revenues of $14,350 and $27,451 during the three and six months ended April 30, 2018, respectively.History

~~Effective November 1, 2018, the Company~~There ~~adopted~~is ~~ASC~~no ~~606-~~historical ~~Revenue~~financial ~~from~~information ~~Contracts~~about ~~with~~us ~~Customers.~~upon ~~Under~~which ~~ASC~~to ~~606,~~base ~~the~~an ~~Company~~evaluation ~~recognizes revenue from the sale~~ of ~~service~~ ~~contracts~~our ~~by applying the following steps: (1) identify the contract with a customer; (2) identify the~~ performance. ~~obligations in~~The ~~the~~revenues ~~contract;~~generated ~~(3) determine the transaction price; (4) allocate the transaction price~~ to ~~each performance obligation in the~~ ~~contract;~~date ~~and~~was ~~(5) recognize revenue when each performance obligations are satisfied~~small. ~~For~~We ~~the~~cannot ~~comparative~~guarantee ~~periods,~~we ~~revenue~~will ~~has not been adjusted and continues to~~ be ~~reported~~successful ~~under~~in ~~ASC~~our ~~605-~~business ~~Revenue Recognition~~operations. ~~Under~~Our ~~605,~~business ~~revenue~~ is ~~recognized~~subject ~~when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of services has been rendered~~ to ~~the~~risks ~~customer~~inherent orin ~~delivery occurred; (3)~~ the ~~amount~~establishment of ~~fee to be paid by~~ a ~~customer~~new isbusiness ~~fixed~~enterprise, ~~and~~including ~~determinable;~~limited ~~and~~capital ~~(4) the collectability of the fee is reasonably assured~~resources.

~~There was no impact on the Company’s financial statements as a result of adopting Topic 606 for three~~Results ~~and~~of ~~six months ended April 30, 2019 or on prior periods.~~Operations

~~Operating Expenses~~ Revenues

~~For the three and six months ended April~~We ~~30,~~had ~~2019,~~revenues wefrom ~~incurred~~subscription ~~operating expenses~~ in ~~the~~amount ~~amounts~~ of $~~291,731 and $795,651, respectively, compared to the operating expenses in the amounts of $~~1,~~514,328~~020 and $217,~~715,150~~175 ~~during the three and six months ended April 30, 2018, respectively. Our operating expenses were comprised of: (i) consulting services expenses of $0 and $118,680~~ for the three and ~~six~~nine months ended ~~April~~July 3031, 2019, respectively ~~(ii) content expenses of $56~~,~~863 and $147,042 for the three and six months ended April 30, 2019, respectively (iii) professional~~ ~~fees~~compared ofto ~~$16,000 and $40,000 for~~ the ~~three~~revenues ~~and six months ended April 30, 2019, respectively (iv) general and administrative expenses~~ of $~~166~~8,~~618~~470 and $~~368~~35,~~679~~921 ~~for~~during the three and ~~six~~nine months ended ~~April~~July 3031, 2019, respectively, and (v) wage expenses of $52,250 and $121,250 for the three and six months ended April 30, 2019, respectively. Comparatively, our operating expenses were comprised of: (i) consulting services expenses of $78,400 and $151,200 for the three and six months ended April 30, 2018, respectively (ii) content expenses of $21,106 and $53,254 for the three and six months ended April 30, 2018, respectively (iii) professional fees of $20,450 and $279,797 for the three and six months ended April 30, 2018, respectively (iv) general and administrative expenses of $1,322,887 and $2,057,049 for the three and six months ended April 30, 2018, respectively, and (v) wage expenses of $71,485 and $173,850 for the three and six months ended April 30, 2018, respectively. The decrease in the three and six months ended April 30, 2019 was due primarily to the decrease in general and administrative expenses by $1,156,269 and $1,688,370, respectively. We had common stock issued for services in amount of $1,888,410 during the six months ended April 30, 2018, which was $426,599 during the six months ended April 30, 2019.

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: (171) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligations are satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605- Revenue Recognition. Under 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of services has been rendered to the customer or delivery occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

~~Table of Contents~~17

~~Other~~There was no impact on the Company’s financial statements as a result of adopting Topic 606 for three and ~~Income~~nine ~~and~~months ~~Expense~~ended July 31, 2019 or on prior periods.

~~Other Income and Expense for~~Operating the three and six months ended April 30, 2019 included change in derivative liabilities of $4,432,173 and $2,928,863, respectively, compared to $147,734 and $48,116 during the three and six months ended April 30, 2018, respectively. The increased loss resulted primarily from an increase in the value of the Company’s common stock between October 31, 2018 and April 30, 2019 and multiple debt issuances. Also included a loss on settlement of debt in amount of $85,565 and $186,729 during the three and six months ended April 30, 2019, respectively, compared to $0 and $33,762 for the three and six months ended April 30, 2018, respectively. The loss on settlement of debt arises from the recalculation of derivative expense when a convertible debt is paid off, sold, or renegotiated. Interest and derivative expense for the three and six months ended April 30, 2019 was $18,516 and $865,612, respectively, compared to $202,550 and $365,869 for the three and six months ended April 30, 2018, respectively.Expenses Derivative expense includes the amortization of debt discounts recorded on convertible debt in addition to the difference between the derivative liability recorded at issuance and the amount of recorded debt discount.

~~Net~~For the ~~Income/~~three and nine months ended July 31, 2019, we incurred operating expenses in the amounts of $509,180 and $1,304,831, respectively, compared to the operating expenses in the amounts of $1,422,508 and $4,137,658 during the three and nine months ended July 31, 2018, respectively. Our operating expenses were comprised of: (~~Loss~~i) consulting services expenses of $8,000 and $126,680 for the three and nine months ended July 31, 2019, respectively (ii) content expenses of $4,096 and $151,138 for the three and nine months ended July 31, 2019, respectively (iii) professional fees of $3,750 and $43,750 for the three and nine months ended July 31, 2019, respectively (iv) general and administrative expenses of $423,389 and $792,068 for the three and nine months ended July 31, 2019, respectively, and (v) wage expenses of $69,945 and $191,195 for the three and nine months ended July 31, 2019, respectively. Comparatively, our operating expenses were comprised of: (i) consulting services expenses of $258,000 and $409,200 for the three and nine months ended July 31, 2018, respectively (ii) content expenses of $5,479 and $59,903 for the three and nine months ended July 31, 2018, respectively (iii) professional fees of $265,500 and $545,297 for the three and nine months ended July 31, 2018, respectively (iv) general and administrative expenses of $821,204 and $2,878,253 for the three and nine months ended July 31, 2018, respectively, and (v) wage expenses of $72,055 and $245,905 for the three and nine months ended July 31, 2018, respectively. The decrease in the three and nine months ended July 31, 2019 was due primarily to the decrease in consulting services by $250,000 and $282,520, respectively, a decrease in professional fees by $261,750 and $501,547, respectively, and general and administrative expenses by $397,815 and $2,086,185, respectively. We had common stock issued for services in the amount of $2,969,412 during the nine months ended July 31, 2018, and $426,599 during the nine months ended July 31, 2019.

~~We had net losses of $4,822,610 and~~Other ~~$4,760,520~~Income ~~during the three~~ and six months ended April 30, 2019, respectively, compared to net losses of $1,554,794 and $3,135,447 during the same periods ended April 30, 2018, respectively. The increase in net loss in 2019 was due primarily to the loss on change in derivative liability as a result of an increase in the value of the Company’s common stock between October 31, 2018 and April 30, 2019.Expense

~~Inflation~~Other Income and Expense for the three and nine months ended July 31, 2019 included a change in derivative liabilities of $2,530,627 and $(398,056), respectively, compared to $(1,129,269) and $(1,177,385) during the three and nine months ended July 31, 2018, respectively. The decrease resulted primarily from a difference in the value of the Company’s common stock between October 31, 2018 and July 31, 2019. Also included is a loss on settlement of debt in amount of $(177,241) and $(363,970) during the three and nine months ended July 31, 2019, respectively, compared to $(73,336) and $(107,098) for the three and nine months ended July 31, 2018, respectively. The loss on settlement of debt arises from the recalculation of derivative expense when a convertible debt is paid off, sold, or renegotiated. Interest and derivative expense for the three and nine months ended July 31, 2019 was $(558,778) and $(1,424,390), respectively, compared to $231,060 and $(134,809) for the three and nine months ended July 31, 2018, respectively. Derivative expense includes the difference between the derivative liability recorded at issuance and the amount of recorded debt discount.

~~We do not believe that inflation has~~Net ~~had a material effect on our results of operations.~~Income/(Loss)

~~Liquidity~~We had net income of $1,286,448 and ~~Capital~~a ~~Resources~~ net loss of $(3,474,072) during the three and nine months ended July 31, 2019, respectively, compared to net loss of $(2,385,583) and $(5,521,029) during the same periods ended July 31, 2018, respectively. The decrease in net loss in 2019 was due primarily to the gain on change in derivative liability as a result of an increase in the value of the Company’s common stock between October 31, 2018 and July 31, 2019.

As of April 30, 2019, we had cash of $4,307 on hand. Current liabilities exceeded current assets by $7,779,308 at April 30, 2019, which included derivative liabilities of $5,478,977, accrued salaries due to officers of $528,818, net convertible debt of $988,133, related party payable of $19,020, and accounts payable and accrued expenses of $589,347. Other long-term assets consisted of capitalized software development costs of $68,553, net of accumulated amortization of $24,427.18

Net cash provided by operating activities was $318,765 during the six months ended April 30, 2019, compared to net cash used in operating activities of $320,320 during the same period ended April 30, 2018. The net cash provided by operations during the six months ended April 30, 2019 was primarily attributable to net loss of $4,760,520 offset by non-cash loss from changes in derivative liabilities in amount of $2,928,683, and other non-cash expense including amortization of debt discount of $299,623, loss on debt conversion of $186,729, derivative expense of $479,345 and common stock issued and payable for services of $426,599. Comparatively, net cash used in operations during the six months ended April 30, 2018 was primarily attributable to net loss of $3,135,447, partially offset by non-cash expense including amortization of debt discount of $450,727, loss on debt conversion of $33,763, changes in derivative liabilities in amount of $351,207 and common stock issued for services of $1,888,410.Inflation

~~Cash flow used in investing activities~~We ~~was~~do ~~$5,000~~not ~~during~~believe ~~the~~that ~~six~~inflation ~~months~~has ~~ended~~had ~~April~~a ~~30,~~material ~~2019.~~effect ~~There~~on ~~was~~our noresults ~~cash~~of ~~flows from investing activities during the six months ended April 30, 2018~~operations.

~~Cash flows provided by financing activities~~Liquidity ~~were $327,750~~ and ~~$323,100~~Capital for the six months ended April 30, 2019 and 2018, respectively. Positive cash flows from financing activities during the six months ended April 30, 2019 were due primarily to proceeds of $381,950 from convertible notes, offset by the repayment of $54,200 to related parties’ loan. Comparatively, positive cash flows from financing activities during the six months ended April 30, 2018 was due to proceeds of $312,400 from convertible notes and proceeds of $12,700 from related parties’ loan.Resources

WeAs of ~~had~~July ~~revenues~~31, ~~from~~2019, ~~subscription~~we ~~in amount~~had cash of $513,~~375~~450 ~~and~~on ~~$16,155~~hand. ~~for~~Current ~~the~~liabilities ~~three~~exceeded ~~and~~current ~~six~~assets ~~months~~by ~~ended~~$5,422,512 ~~April~~at 30July 31, 2019, which ~~respectively,~~included ~~compared~~derivative toliabilities ~~the revenues~~ of $143,~~350 and $27~~050,~~451~~601, ~~during~~accrued ~~the~~salaries ~~three~~due ~~and~~to ~~six~~officers ~~months~~of ~~ended April 30~~$488, ~~2018~~928, ~~respectively,~~net ~~and~~convertible ~~had~~debt ~~four~~of ~~salaried~~$1,122,560, accrued ~~employees~~interest ~~including~~of ~~Johnny Falcones~~$199,526, ~~our officer~~ and ~~director.~~accounts Wepayable ~~currently require very limited resources but intend to hire employees~~ and ~~consultants~~accrued ~~in the~~expenses ~~latter part~~ of ~~2019 for the Viva Entertainment operations~~$589,347. InOther ~~due~~long-term ~~course,~~assets ~~should~~consisted weof ~~require capital for these operations, we~~capitalized ~~will~~software ~~need~~development tocosts ~~raise~~of ~~additional capital. There is no guarantee that we will be able to raise further capital. At present~~$68,553, wenet ~~have not~~of ~~made~~accumulated ~~any~~amortization ~~arrangements~~of ~~to raise additional capital but are diligently working on this~~$26,159.

IfNet cash weprovided ~~need~~by ~~additional~~operating ~~capital~~activities ~~and~~was ~~cannot raise~~$670,532 itduring wethe ~~will~~nine ~~either~~months ~~have~~ended July 31, 2019, compared to ~~suspend~~net ~~operations~~cash ~~until~~used wein dooperating activities ~~raise~~of $375,250 during the ~~capital~~same orperiod ~~cease~~ended ~~operations~~July ~~entirely~~31, 2018. ~~Other~~The ~~than~~net asgain ~~described~~in cash provided by operations during the nine months ended July 31, 2019 was primarily attributable to the decrease in ~~this~~net ~~paragraph~~loss of $2,700,863 weoffset ~~have~~by nonon-cash loss from derivative expense of $766,398, change in derivative liabilities of $398,056, and other ~~financing~~non-cash ~~plans~~expenses including amortization of debt discount of $641,365, loss on debt conversion of $363,970, common stock issued for services of $426,599. Comparatively, net cash used in operations during the nine months ended July 31, 2018 was primarily attributable to net loss of $5,521,029, partially offset by non-cash expense including amortization of debt discount of $632,886, loss on debt conversion of $107,098, changes in derivative liabilities in amount of $818,014 and common stock issued for services of $2,969,412.

~~(18)~~Cash flow used in investing activities was $15,000 during the nine months ended July 31, 2019. There was no cash flows from investing activities during the nine months ended July 31, 2018.

~~Table~~Cash flows provided by financing activities were $698,660 and $378,250 for the nine months ended July 31, 2019 and 2018, respectively. Positive cash flows from financing activities during the nine months ended July 31, 2019 were due primarily to proceeds of ~~Contents~~$762,930 from convertible notes, offset by the repayment of $64,270 to related parties’ loan. Comparatively, positive cash flows from financing activities during the nine months ended July 31, 2018 was due to proceeds of $375,550 from convertible notes and proceeds of $12,700 from related parties’ loan.

~~Future~~We had ~~Contractual~~revenues ~~Obligations~~from subscriptions in amount of $1,020 and $17,175 for the three and nine months ended July 31, 2019, respectively, compared to the revenues of $8,470 and ~~Commitment~~$35,921 during the three and nine months ended July 31, 2018, respectively, and had four salaried employees including Johnny Falcones, our officer and director. We currently require very limited resources but intend to hire employees and consultants in the latter part of 2019 for the Viva Entertainment operations. In due course, should we require capital for these operations, we will need to raise additional capital. There is no guarantee that we will be able to raise further capital. At present, we have not made any arrangements to raise additional capital but are diligently working on this.

~~We incur contractual~~If ~~obligations~~we ~~and~~need ~~financial~~additional ~~commitments~~capital ~~in the normal course of our operations~~ and ~~financing~~cannot ~~activities.~~raise ~~Contractual~~it, ~~obligations include~~we ~~future~~will ~~cash~~either ~~payments~~have ~~required~~to ~~under~~suspend ~~existing~~operations ~~contracts,~~until ~~such~~we asdo ~~debt~~raise ~~and~~the ~~lease~~capital ~~agreements.~~or ~~These obligations may result~~cease ~~from~~operations ~~both~~entirely. ~~general~~Other ~~financing~~than ~~activities~~as ~~and~~described ~~from~~in ~~commercial~~this ~~arrangements~~paragraph, ~~that~~we ~~are~~have ~~directly~~no ~~supported~~other byfinancing ~~related operating activities~~plans.

~~As of the date of this prospectus, we have no future contractual obligations or commitments.~~19

~~Off-Balance~~Future Contractual ~~Sheet~~Obligations ~~Arrangements~~and Commitment

AsWe incur ofcontractual obligations and financial commitments in the ~~date~~normal course of ~~this~~our ~~prospectus,~~operations weand financing activities. Contractual ~~have~~obligations ~~not~~include ~~entered~~future ~~into~~cash ~~any~~payments ~~transaction~~required under existing contracts, ~~agreement~~such oras ~~other~~debt ~~contractual~~and ~~arrangement~~lease ~~with~~agreements. anThese ~~entity~~obligations may ~~unconsolidated~~result ~~under~~from ~~which~~both itgeneral financing activities and from commercial arrangements that are directly supported by related operating ~~has:~~activities.

•As of athe ~~retained~~date orof ~~contingent~~this ~~interest~~prospectus, inwe ~~assets~~have ~~transferred~~no tofuture ~~the~~contractual ~~unconsolidated~~obligations ~~entity~~ or ~~similar arrangement that serves as credit;~~commitments.

•Off-Balance Sheet ~~liquidity or market risk support to such entity for such assets;~~Arrangements

•As of anthe ~~obligation~~date of this prospectus, ~~including~~we ahave ~~contingent~~not ~~obligation,~~entered ~~under~~into aany ~~contract~~transaction, ~~that~~agreement ~~would~~or beother ~~accounted~~contractual ~~for~~arrangement aswith aan ~~derivative~~entity unconsolidated ~~instrument;~~under orwhich it has:

•● ana ~~obligation,~~retained ~~including~~or a contingent ~~obligation, arising out of a variable~~ interest in anassets ~~unconsolidated~~transferred ~~entity that is held by, and material~~ to ~~us,~~the ~~where~~unconsolidated ~~such~~ entity ~~provides financing, liquidity, market risk~~ or ~~credit~~similar ~~risk~~arrangement ~~support~~that toserves oras ~~engages in leasing, hedging, or research and development services with us.~~credit;

~~Recent~~● ~~Accounting~~liquidity ~~Pronouncements~~or market risk support to such entity for such assets;

In● ~~March~~an ~~2016~~obligation, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including ~~the~~a ~~income~~contingent ~~tax impact~~obligation, ~~classification~~ onunder ~~the~~a ~~statement~~contract of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company elected to early adopt the new guidance in the second quarter of fiscal year 2016 which requires us to reflect any adjustments as of January 1, 2016, the beginning of the annual period that ~~includes~~would the interim period of adoption. The primary impact of adoption was the recognition of additional stock compensation expense and paid-in capital for all periods in fiscal year 2016. Additional amendments to the recognition of excess tax benefits, accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016, where the cumulative effect of these changes is required to be ~~recorded.~~accounted ~~We have elected to account~~ for ~~forfeitures~~ as ~~they~~a ~~occur~~derivative toinstrument; ~~determine the amount of compensation cost to be recognized in each period.~~or

In● ~~November~~an ~~2016~~obligation, ~~the~~including ~~FASB~~a ~~issued~~contingent ~~ASU No. 2016-18~~obligation, ~~“Statement~~arising out of ~~Cash~~a ~~Flows~~variable ~~(Topic~~interest ~~230).”~~in ~~ASU~~an ~~No.~~unconsolidated ~~2016-18~~entity ~~requires~~ that ~~restricted~~is ~~cash~~held beby, ~~included~~and ~~with cash~~material ~~and~~to ~~cash~~us, ~~equivalents~~where ~~when~~such ~~reconciling~~entity ~~the~~provides ~~change~~financing, inliquidity, ~~cash~~market ~~flow.~~risk ~~This~~or ~~guidance~~credit isrisk ~~reflected~~support to or engages in ~~these~~leasing, ~~financial~~hedging, ~~statements~~or research and development services with us.

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

In March ~~May 2017~~2016, the FASB issued ASU ~~No. 2017~~2016-09, “Compensation –- Stock Compensation (Topic 718): ~~Scope~~Improvements ofto ~~Modification~~Employee Share-Based Payment Accounting.”. The ~~amendments~~standard inis intended to simplify several areas of accounting for share-based compensation arrangements, ~~this~~including ~~update~~the ~~provide~~income ~~guidance~~tax ~~about~~impact, ~~which~~classification ~~changes~~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 ~~terms~~new orguidance ~~conditions~~in the second quarter of afiscal ~~share-based~~year ~~award~~2016 ~~require~~which anrequires ~~entity~~us to ~~apply~~reflect ~~modification~~any adjustments ~~accounting~~as inof ~~Topic~~January ~~718~~1, 2016, the beginning of the annual period that includes the interim period of adoption. The ~~guidance~~primary ~~will~~impact beof adoption ~~effective~~was ~~for~~ the ~~Company~~recognition of additional stock compensation expense and paid-in capital for ~~its~~all periods in fiscal year ~~2018~~2016. Additional amendments to the recognition of excess tax benefits, ~~with~~accounting ~~early~~for ~~adoption~~income ~~permitted.~~taxes and minimum statutory withholding ~~The~~tax ~~Company~~requirements ~~does~~had ~~not~~no ~~expect~~impact ~~this~~to ~~ASU~~retained earnings as of January 1, 2016, where the cumulative effect of these changes is required to ~~materially~~be ~~impact~~recorded. We have elected to account for forfeitures as they occur to determine the ~~Company’s~~amount ~~consolidated~~of ~~financial~~compensation ~~statements~~cost to be recognized in each period.

~~Accounting~~In November ~~standards~~2016, ~~that~~the ~~have~~FASB ~~been~~ issued orASU ~~proposed~~No. by2016-18, ~~the~~“Statement ~~FASB~~of orCash ~~other~~Flows ~~standards~~(Topic 230).” ASU No. 2016-~~setting~~18 ~~bodies~~requires that restricted docash ~~not~~be ~~require~~included ~~adoption~~with ~~until~~cash aand ~~future~~cash ~~date~~equivalents ~~are~~when ~~not~~reconciling ~~expected to~~the ~~have~~change ain ~~material~~cash ~~impact~~flow. onThis ~~the~~guidance ~~consolidated~~is ~~financial~~reflected in ~~statements~~these ~~upon~~financial ~~adoption~~statements.

~~Subsequent Events~~20

~~Subsequent~~In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the second step of the two-step goodwill impairment test. Under ASU 2017-04, an entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to ~~April~~exceed 30the total amount of goodwill allocated to the reporting unit. ASU 2017-04 does not amend the optional qualitative assessment of goodwill impairment. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019; early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, ~~the~~2017. The Company ~~noted~~has not elected early adoption of this standard and is currently in the ~~following~~process of evaluating the impact of adopting ASU 2017-04 and cannot currently estimate the financial ~~material~~statement ~~events:~~impact of adoption.

~~· Between~~ In May 62017, ~~2010~~the ~~and~~FASB ~~June~~issued ~~18,~~ASU ~~2019~~No. 2017-09, a“Compensation ~~total~~– ofStock ~~29,470,563~~Compensation ~~shares~~(Topic 718): Scope of ~~common~~Modification ~~stock~~Accounting.” The ~~were~~amendments ~~issued~~in onthis update provide guidance about which changes to the ~~conversion~~terms or conditions of ~~notes~~a ~~payable~~share-based ~~and~~award ~~associated~~require ~~interest~~an entity ~~and~~to ~~conversion~~apply ~~fees~~modification ofaccounting ~~$245~~in Topic 718. The guidance will be effective for the Company for its fiscal year 2018,~~640~~ with early adoption permitted. The Company does not expect this ASU to materially impact the Company’s consolidated financial statements.

~~(19)~~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.

~~Table of Contents~~Subsequent Events

~~Item 3~~None noted. ~~Quantitative and Qualitative Disclosures about Market Risk.~~

~~As a “smaller reporting company”~~Item as3. ~~defined~~Quantitative byand ~~Item~~Qualitative 8Disclosures ofabout ~~Regulation~~Market ~~S-X, we are not required to provide information required by this Item~~Risk.

As a “smaller reporting company” as defined by Item 4.8 ~~Controls~~of ~~and~~Regulation ~~Procedures~~S-X, we are not required to provide information required by this Item.

~~Evaluation~~Item 4. ~~of Disclosure~~ Controls and Procedures.

~~We carried out an evaluation, under~~Evaluation ~~the supervision and with the participation~~ of ~~our~~Disclosure ~~management,~~Controls ~~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.Procedures

~~Our~~We carried out an evaluation, under the supervision and with the participation of our management, including our principal ~~executive~~ executive officer and principal financial officer, ~~does~~of ~~not~~the ~~expect~~effectiveness ~~that~~of our disclosure controls and procedures or(as ~~our~~defined ~~internal~~in Rules 13a-15(e) ~~controls~~and ~~will~~15d-15(e) ~~prevent~~of ~~all~~the ~~error~~Exchange orAct ~~fraud~~(defined below)). ABased ~~control~~upon ~~system~~that evaluation, noour ~~matter~~principal ~~how~~executive ~~well~~officer ~~conceived~~ and ~~operated,~~principal financial ~~can~~officer ~~provide~~concluded ~~only reasonable~~that, ~~not~~ ~~absolute,~~as ~~assurance~~of ~~that~~ the ~~objectives~~end of the ~~control~~period ~~system~~covered ~~are~~in ~~met.~~this ~~Further~~report, ~~the~~our ~~design~~disclosure ofcontrols aand ~~control~~procedures ~~system~~were not ~~must~~effective ~~reflect the~~to ~~fact~~ensure that ~~there~~information ~~are~~required ~~resource~~to ~~constraints~~be ~~and~~disclosed ~~the~~in ~~benefits~~reports offiled ~~controls~~under ~~must~~the beSecurities ~~considered~~Exchange ~~relative~~Act toof ~~their~~1934, as ~~costs.~~amended ~~Due to~~ (the ~~inherent~~ ~~limitations~~“Exchange inAct”) ~~all~~is ~~control~~recorded, ~~systems~~processed, nosummarized ~~evaluation~~and ofreported ~~controls~~within ~~can~~the ~~provide~~required ~~absolute~~time ~~assurance~~periods ~~that all control issues~~ and ~~instances~~is ofaccumulated ~~fraud,~~and ifcommunicated ~~any,~~to ~~have~~our ~~been detected. Accordingly~~management, ~~management~~including ~~believes~~our ~~that~~principal ~~the~~executive ~~financial~~officer ~~statements~~and ~~included~~principal ~~in this report fairly present in all material respects our~~ financial ~~condition~~officer, as ~~results~~appropriate ofto ~~operations~~allow ~~and~~timely ~~cash~~decisions ~~flows~~regarding ~~for~~required ~~the periods presented~~disclosure.

~~Changes~~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 ~~Internal~~all ~~Controls~~control ~~Over~~systems, no evaluation of controls can provide absolute assurance ~~Financial~~that ~~Reporting~~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.

~~In addition, our management with the~~Changes ~~participation~~in ofInternal ~~our~~Controls ~~Principal~~Over ~~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 six months ended April 30, 2019 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reportingReporting.

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 six months ended April 30, 2019 that has materially affected, or is (20as 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.

~~Table of Contents~~21

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 8 of Regulation S-X, we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

Exhibit Number		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Schema
101.CAL**		XBRL Taxonomy Calculation Linkbase
101.DEF**		XBRL Taxonomy Definition Linkbase
101.LAB**		XBRL Taxonomy Label Linkbase
101.PRE**		XBRL Taxonomy Presentation Linkbase

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

** Filed herewith

~~(21)~~22

~~Table of Contents~~SIGNATURES

~~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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 23, 2019	VIVA ENTERTIANMENT GROUP INC.

	/s/ Johnny Falcones
	Johnny Falcones
	President, Chief Executive Officer, Chief
	Financial Officer and Director

Dated: July 31, 2019	VIVA ENTERTIANMENT GROUP INC.
	/s/ Johnny Falcones
	Johnny Falcones
	President, Chief Executive Officer, Chief
	Financial Officer and Director

(22)

Table of Contents

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