Viva Entertainment Group Inc. - Quarter Report: 2017 January (Form 10-Q)

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 January 31, 2017

or

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

For the transition period from __________ to __________.

COMMISSION FILE NUMBER: 333-163815

VIVA ENTERTAINMENT GROUP INC.

(F/K/A Black River Petroleum Corp.)

(Exact name of registrant as specified in its charter)

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of April 6, 2017, 509,749,201 shares of common stock, $0.00001 par value per share, were outstanding.

VIVA ENTERTAINMENT GROUP INC.

(F/K/A BLACK RIVER PETROLEUM CORP.)

QUARTERLY REPORT ON FORM 10-Q

January 31, 2017

TABLE OF CONTENTS

 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

FINANCIAL STATEMENTS

Viva Entertainment Group Inc. (formerly Black River Petroleum Corp.)

January 31, 2017

VIVA ENTERTAINMENT GROUP INC.

Notes to Financial Statements

NOTE 1 – NATURE OF OPERATIONS

Description of Business and History

The Company was incorporated on October 26, 2009 in the State of Nevada. The Company originally engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, the Company undertook a change in focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties.

On April 5, 2016, the Company completed the purchase of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation, from EMS Find, Inc. (“EMS”) pursuant to a stock purchase agreement. Viva Entertainment’s Chief Executive Officer, Johnny Falcones, was appointed as the Company’s sole director, President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.

Pursuant to the stock purchase agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase of all outstanding shares of stock of Viva Entertainment by the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), and the issuance of 22,000,000 shares of common stock to Johnny Falcones. For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Viva Entertainment Group, Inc. exclusive of Black River Petroleum since all predecessor operations were discontinued. As part of the transaction, stock payable and amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, additional paid-in capital and retained deficit shown are those of Viva, exclusive of Black River Petroleum. Viva had no operations prior to the quarter ended April 30, 2016.

In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made.  All adjustments made were of a normal recurring nature.

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

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  As of January 31, 2017, the Company has a working capital deficiency and has an accumulated deficit of $5,732,298.  The continuation of Viva Entertainment Group as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included.  These financial statements should be read in conjunction with out audited financial statements for the year ended October 31, 2016.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Loss Per Common Share

The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of January 31, 2017 and 2016, there were no dilutive common stock equivalents outstanding.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of January 31, 2017 and 2016. The Company’s financial instruments consist of cash and derivative liabilities.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

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

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

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of January 31, 2017 and October 31, 2016:

January 31, 2017: 

October 31, 2016: 

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

Cash and Cash Equivalents

For purposes of the Condensed Statements of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of January 31, 2017 and October 31, 2016, the company had no cash equivalents.

NOTE 3 – RELATED PARTY TRANSACTIONS

In connection with the acquisition of Viva Entertainment and the resignation of our former officers and directors, the Company received forgiveness of stock payable of $3,390,000 and amounts due to former CEO of $132,854. These amounts were written off prior to closing and have therefore not been included in Equity. However, the former CEO funded an additional $30,000 to the Company for working capital during the year ended October 31, 2016.

The detail composition of $246,742 in accrued wages with related parties as of January 31, 2017 is as follows: Johnny Falcones $88,489, Alberto Gomez $94,028 and John Sepulveda $64,028. This accrual covered services rendered by the employees for the period from April, 2016 through January 31, 2017 less payments made to such employees during the period.

The detail composition of the $512,400 in stock payable with related parties as of January 31, 2017 is as follows: Johnny Falcones $487,200, Alberto Gomez $16,800 and John Sepulveda $8,400. This stock payable is due to unissued shares earned on the employment agreements during the year ended October 31, 2016. The remaining balance of stock payable is discussed in Note 7.

In addition, John Sepulveda funded $10,000 to the Company for working capital during the year ended October 31, 2016 which remains outstanding together with advances of $21,280 from the spouse of the company’s Chief Executive as of January 31, 2017.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

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

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

On April 6, 2016, the Company issued a convertible promissory note for $145,000 to Essex Global Investments. The note bears interest at the rate of 10% per annum and becomes due and payable March 30, 2017. The Company received proceeds of $135,000, net of original issuance discounts of $10,000 which included prepaid interest and legal expenses. The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and amortized over the life of the convertible debenture. The Company has the right to prepay the Note during the first six months following the date of issuance with a premium of up to 135% of all amounts owed, including default interest, depending upon when the prepayment is effectuated. During the three months ended January 31, 2017, the Company converted $45,000 in principal on this note into 19,430,253 shares of common stock, which was in accordance with the terms of the note. There was no gain or loss associated with this conversion. 

On May 23, 2016, the Company issued a convertible promissory note in the amount of $50,000 to GreenTree Financial Group, Inc. The note bears interest at a rate of 12% per annum and becomes due and payable six months from the date of issuance. The Company received SEC compliance services in the amount of $50,000 in exchange for the note. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock of 50% of the lowest reported trading price of the Company’s common stock for the lowest of the three prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay this note during the first six months following the date of issuance with premium of 120% of all amounts owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days. During the three months ended January 31, 2017, the Company converted $10,000 in principal on this note into 6,666,667 shares of common stock, which was in accordance with the terms of the note. There was no gain or loss associated with this conversion. 

On May 3, 2016, the Company issued a convertible promissory note in the amount of $78,750 to LG Capital Funding, LLC. The note bears interest at a rate of 10% per annum and becomes due and payable one year from the date of issuance. The Company received capital in the amount of $78,750 in exchange for the note. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay the note during the first six months following the date of issuance with a premium between 125-150% of the amount owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days. During the three months ended January 31, 2017, the Company converted $38,700 in principal on this note into 30,469,138 shares of common stock, which was in accordance with the terms of the note. There was no gain or loss associated with this conversion.

On May 3, 2016, the Company issued a convertible promissory note in the amount of $78,750 to Cerberus Finance Group Ltd. The note bears interest at a rate of 10% per annum and becomes due and payable six months from the date of issuance. The Company received capital in the amount of $78,750 in exchange for the note. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay the note during the first six months following the date of issuance with a premium between 125-150% of the amount owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days. During the three months ended January 31, 2017, the Company converted $18,900 in principal on this note into 13,882,395 shares of common stock, which was in accordance with the terms of the note. There was no gain or loss associated with this conversion.

On June 3, 2016, the Company issued a convertible promissory note in the amount of $78,750 to LG Capital Funding, LLC. The note bears interest at a rate of 10% per annum and becomes due and payable six months from the date of issuance. The Company received capital in the amount of $78,750 in exchange for the note. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company does not have the right to prepay the note.

On June 8, 2016, the Company issued a convertible promissory note in the amount of $78,750 to Cerberus Finance Group Ltd. The note bears interest at a rate of 10% per annum and becomes due and payable one year from the date of issuance. The Company received capital in the amount of $78,750 in exchange for the note. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company does not have the right to prepay the note. 

On July 1, 2016, the Company entered into a Loan Agreement with Greentree Financial Group, Inc., and issued a 12% Convertible Promissory Note pursuant thereto. The note was in a principal amount of $50,000, and is convertible a price equal to fifty percent (50%) of the Volume Weighted Average Price (“VWAP”) for the five-day period prior to the conversion date. The note further states that no amount of the note may be converted in an amount that would result in the beneficial ownership of greater than 4.99% of the common stock immediately after giving effect to the conversion, with the exception that the limitation may be increased to 9.99% with 61 days prior notice.

On July 1, 2016, the Company entered into a Loan Agreement with Collision Capital, LLC, and issued a 12% Convertible Promissory Note pursuant thereto. The note was in a principal amount of $110,000, and is convertible a price equal to fifty percent (50%) of the Volume Weighted Average Price (“VWAP”) for the five-day period prior to the conversion date. The note further states that no amount of the note may be converted in an amount that would result in the beneficial ownership of greater than 4.99% of the common stock immediately after giving effect to the conversion, with the exception that the limitation may be increased to 9.99% with 61 days prior notice. During the three months ended January 31, 2017, the Company converted $8,100 in principal on this note into 6,000,000 shares of common stock, which was in accordance with the terms of the note. There was no gain or loss associated with this conversion.

On July 19, 2016, the Company issued a convertible promissory note in the amount of $37,100 to Essex Global Investment Corp. The note bears interest at a rate of 10% per annum and becomes due and payable one year from the date of issuance. The Company received capital in the amount of $35,000, net of an original issuance discount of $2,100 which included prepaid interest and legal expenses. The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and amortized over the life of the convertible debenture. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 60% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay the above note during the first six months following the date of issuance with premium between 115-120% of all amounts owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days. During the three months ended January 31, 2017, the Company converted $23,000 in principal on this note into 19,999,999 shares of common stock. 

On August 1, 2016, the Company issued a convertible promissory note to Robert Rico in the aggregate principal face amount of $25,000, pursuant to a consulting agreement dated August 1^st, 2016 for services rendered. The note can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price at the time of conversion.

On August 1, 2016, the Company issued a convertible promissory note to DBL Group, Inc. in the aggregate principal face amount of $25,000, pursuant to a consulting agreement dated August 1, 2016 for services rendered. The note can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price at the time of conversion.

On August 2, 2016, the Company issued a convertible promissory note to Crossover Promotions in the aggregate principal face amount of $35,000, pursuant to a consulting agreement dated August 2, 2016 for services rendered. The note can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price at the time of conversion. In January 2017, Crossover sold this note to GPL Ventures, which resulted in the original note being cancelled and replaced with a new note. The company recorded a gain of $10,590 on this transaction resulting from the change in derivative liability associated with the two notes on the date of the re-issuance.

On August 4, 2016, the Company entered into a Service Agreement with Greentree Financial Group, Inc., and as payment for those services issued a 12% Convertible Promissory note thereto. The note was in a principal amount of $25,000, , and is convertible a price equal to five cents ($.05) per share, or fifty percent (50%) of the Volume Weighted Average Price (“VWAP”) for the ten day period prior to the conversion date, whichever is lower. The note further states that no amount of the note may be converted in an amount that would result in the beneficial ownership of greater than 4.99% of the common stock immediately after giving effect to the conversion, with the exception that the limitation may be increased to 9.99% with 61 days’ prior notice.

On August 4, 2016, the Company entered into a Service Agreement with Collision Capital, LLC, and as payment for those services issued a 12% Convertible Promissory note thereto. The note was in a principal amount of $25,000, and is convertible a price equal to five cents ($.05) per share, or fifty percent (50%) of the Volume Weighted Average Price (“VWAP”) for the ten day period prior to the conversion date, whichever is lower. The note further states that no amount of the note may be converted in an amount that would result in the beneficial ownership of greater than 4.99% of the common stock immediately after giving effect to the conversion, with the exception that the limitation may be increased to 9.99% with 61 days’ prior notice.

On August 5, 2016, the Company issued a convertible promissory note to Hector Cruz in the aggregate principal face amount of $25,000, pursuant to a consulting agreement dated August 5, 2016 for services rendered. The note can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price at the time of conversion.

On August 17, 2016, the Company issued a convertible promissory note to Mercedes Benites in the aggregate principal face amount of $13,000, pursuant to a consulting agreement dated August 17, 2016 for services rendered. The note can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price at the time of conversion.

On September 7, 2016, the Company issued a convertible promissory note in the amount of $45,000 to Crown Bridge Partners, LLC. The note bears interest at a rate of 8% per annum and becomes due and payable one year from the date of issuance. The Company received capital in the amount of $40,500, net of an original issuance discount of $4,500 which included prepaid interest and legal expenses. The debt discount was recorded as a reduction (contra-liability) of the convertible debenture and amortized over the life of the convertible debenture. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay the above seven notes during the first six months following the date of issuance with a premium between 135-150% of all amounts owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days.

On September 12, 2016, the Company issued a convertible promissory note to Greentree Financial Group, Inc. in the aggregate principal face amount of $50,000, which is due and payable together with interest at the rate of 12% per annum in September of 2017. The principal and interest may be converted into shares of common stock equal to 50% of the average of the lowest 3 closing bid prices for the ten prior trading days. Consulting services were rendered subsequent to period end in exchange for the note pursuant to an agreement in September of 2016.

As of October 2016, the company issued convertible promissory notes totaling $323,000 as consideration for services contracts to the following individuals:

These notes bear interest between 8 - 12% and are due and payable twelve months from the date of issuance. They can be converted into common shares of the Company’s common stock at the request of the holder after six months at a discount of 40% off the lowest preceding 20-day trading price of at the time of conversion.

On January 3, 2017, the Company issued a convertible promissory note in the amount of $28,000 to Power Up Lending. The note bears interest at a rate of 8% per annum and becomes due and payable one year from the date of issuance. The Company received capital in the amount of $25,000, net of an original issuance discount of $3,000 which included in prepaid interest. The debt discount of $28,000 was recorded as a reduction (contra-liability) of the convertible debenture and will be amortized over the life of the convertible debenture. All principal and accrued interest on the note is convertible at any time into shares of the Company's common stock at the election of the holder at a conversion price for each share of common stock at 50% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received by the Company or its transfer agent. The Company has the right to prepay the above seven notes during the first six months following the date of issuance with a premium between 135-150% of all amounts owed, including default interest, depending upon when the prepayment is effectuated. The note may not be redeemed after 180 days.

On January 25, 2017, GPL Ventures acquired a $35,000 convertible note previously issued to Cross Over Promotions. The Company reissued the note in the name of GPL Ventures with similar terms. As a result, the Company recorded the retirement of the old note and the reissuance of a new note, with associated changes to derivative liability and debt discount as of January 25, 2017.

The Company valued the conversion features on its convertible debentures at origination at $1,874,658, of which $871,558 was recognized as a debt discount on the convertible debenture. The balance of $1,003,100 was recorded as derivative issuance expense. The debt discount was recorded as reduction (contra-liability) to the convertible debenture and will be amortized over the life of the convertible debentures. ASC 815 requires assessment of the fair market value of derivative liability at the end of each reporting period and recognition of any change in the fair market value as other income or expense.

Changes in Derivative Liabilities were as follows:

Accrued interest as of January 31, 2017 and October 31, 2016 was as follows:

NOTE 5 – NOTES PAYABLE

Pursuant to the Stock Purchase Agreement, the Company issued to EMS a promissory note in the principal amount of $100,000, due on demand from the Closing, which represents the purchase price paid by the Company for Viva Entertainment. The note bears interest at the rate of 10% per annum and is still outstanding as of January 31, 2017. Interest expense for the three months ended January 31, 2017 was $2,521. 

NOTE 6 - COMMON STOCK  

During the three months ended January 31, 2017 the Company had the following common stock transactions:

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

NOTE 7 – STOCK PAYABLE

Common stock issuable consists of the value of shares payable under employment contracts with officers of the Company. Common stock issuable was $512,464 and $512,400 as of January 31, 2017 and October 31, 2016.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to January 31, 2017, the Company issued a total of 245,684,053 shares of restricted common stock to several individuals on the conversion of notes payable and associated accrued interest.

The Company also issued 16,250,000 shares of restricted common stock to several individuals for services previously rendered.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Viva Entertainment Group Inc. (F/K/A Black River Petroleum Corp.) (the “Company”) is a business that develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York.

We were incorporated in the State of Nevada on October 26, 2009. From inception, we were 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, we undertook a change in our focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties. After an unsuccessful exploration program on our mineral properties we decided to enter the market for over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.

On April 5, 2016, we completed the purchase from EMS Find, Inc. (“EMS”) of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation and a subsidiary of EMS, pursuant to a stock purchase agreement (“Stock Purchase Agreement”), and Viva Entertainment’s Chief Executive Officer, Johnny Falcones, resigned from all positions at EMS and has been elected as our sole director and President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.

This purchase represents a new business and industry which we operate in. Therefore, since the 8-K was recently filed with the SEC and we are now filing this 10-K among other SEC documents to be filed with the SEC subsequent thereto, we accordingly discuss the old and new operations herein as follows. References herein to oil and gas exploration are our older business operations and references to Viva Entertainment represent our new business operations.

Pursuant to the Stock Purchase Agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase from the Seller by the Purchaser of all 800 outstanding shares of stock of Viva Entertainment to the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), which represents the purchase price paid by us for Viva Entertainment.  In connection with the closing, Alexander Stanbury, our former President and Chief Executive Officer, transferred to Johnny Falcones 26,629,371 shares of restricted common stock of the Company from the shares of common stock owned by Mr. Stanbury in exchange for payment of $93,625 from the $135,000 of financing arranged with Essex Global Investment Corp. for the acquisition of the Company (the “Acquisition Financing Facility”).

On April 6, 2016, we closed on the $135,000 Acquisition Financing Facility pursuant to a securities purchase agreement, dated April 6, 2016 (the "Essex Securities Purchase Agreement"), with Essex Global Investment Corp, a Nevada corporation ("Essex"), for the sale of a convertible promissory note (the "Essex Note") in the principal amount of $145,000, with an original issue discount of $10,000.

The Essex Note, which is due on March 30, 2017, bears interest at the rate of 10% per annum. All principal and accrued interest on the Note is convertible at any time into shares of our common stock at the election of Essex at a conversion price for each share of Common Stock equal to 55% of the lowest reported trading price of the Company’s common stock for the twenty prior trading days including the day upon which the conversion notice is received us or our transfer agent. The conversion price discount will be decreased to 45% if the Company experiences a DTC "chill" on its shares. If we are not current within ninety days from the date of the Note, the conversion discount will increase by 20%, so that the conversion price would be 35% of the trading price as calculated above.

We have the right to prepay the Essex Note during the first six months following the date of issuance of the Essex Note with a premium of up to 135% of all amounts owed to Essex, including default interest, depending upon when the prepayment is effectuated. The Essex Note may not be redeemed after 180 days.

The Essex Note contains default events which, if triggered and not timely cured, will result in default interest and penalties.

On April 8, 2016, in connection with the purchase of Viva Entertainment Group, Inc., our Board of Directors authorized the issuance of an aggregate of 37,170,629 shares of common stock, comprised of 22,000,000 issued to our Founder and Chief Executive Officer (5,000,000 of which are registered in name of the wife of the CEO), 13,170,629 as common shares for consulting services to various consultants and 2,000,000 common shares as consideration for an investor entering into a share purchase agreement. An additional 500,000 common shares was issued for general corporate purposes.

Plan of Operation

As of January 31, 2017 we had a working capital deficiency of $2,603,226, have not generated revenue, and have an accumulated deficit of $5,732,298.

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

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

Limited Operating History

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Results of Operations  

Revenues

As of the date of this report, we have yet to generate any revenues from our business operations. 

Operating Expenses

For the three months ended January 31, 2017 and 2016, we incurred operating expenses in the amounts of $236,548, and $-0- respectively. Our operating expenses were comprised of: (i) consulting services expenses of $25,665 and $-0- for the periods ended January 31, 2017 and 2016, respectively (ii) general and administrative expenses of $92,041 and $-0- for the periods ended January 31, 2017 and 2016, respectively, and (iii) wage expenses of $118,842 and $-0- for the periods ended January 31, 2017 and 2016, respectively. Due to a reverse merger into an operating company with no prior operations in April of 2016, there are no prior period expenses.

Net Loss

Our net loss for the three months ended January 31, 2017 and 2016 was $978,819 and $-0-, respectively. The increase in net loss was the result of the increase in compensation and above mentioned costs due to a reverse merger into an operating company with no prior operations in April of 2016. We also incurred an expense of $262,855 for a loss on change of the derivative liability and $24,927 in interest expense for the three months ended January 31, 2017 with nothing in the comparable period in the prior year.

Liquidity and Capital Resources

As of January 31, 2017, we had cash of $15,027. As of October 31, 2016, we had cash of $385.

Net cash used in operating activities was $34,638 for the three months ended January 31, 2017, which was comparable to the net cash used in operating activities of $-0- for the three months ended January 31, 2016. The net cash used in operations was principally attributable to net losses of $978,819 and $-0- during the three months ended January 31, 2017 and 2016, respectively, offset principally by amortization of debt discount of $353,405 and $-0-, amortization expense of $1,708 and $-0-, common shares issued for services of $81,664 and $-0-, and loss on change in derivative liability of $262,855 and $-0- in such same periods, respectively. There is no activity in the above mentioned categories in the prior period due to a reverse merger into an operating company with no prior operations in April of 2016. 

Cash flows used for investing activities were $-0- and $-0- for the three months ended January 31, 2017 and 2016, respectively. This usage was solely as a result of the effects of the reverse merger.

Cash flows provided by financing activities were $49,280 and $-0- for the three months ended January 31, 2017 and 2016, respectively.

Currently we have no revenues and have four salaried employees including Johnny Falcones, our officer and director. We currently require very limited resources but intend to hire employees and consultants in the latter part of 2017 for the Viva Entertainment operations. In due course, should we require capital for these operations, we will need to raise additional capital. There is no guarantee that we will be able to raise further capital. At present, we have not made any arrangements to raise additional capital but are diligently working on this.

If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

As of the date of this report, we have yet to generate any revenues.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

In July 2015, FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory” more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS).  The amendments in this ASU do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, this ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. 

In August 2015, FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. 

Subsequent Events

Subsequent to January 31, 2017, the Company issued a total of 245,684,053 shares of restricted common stock to several individuals on the conversion of notes payable and associated accrued interest.

The Company also issued 16,250,000 shares of restricted common stock to several individuals for services previously rendered.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Controls Over Financial Reporting.

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the three months ended January 31, 2017 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

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 10 of Regulation S-K, 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

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

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.