Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 30, 2018 | Jun. 19, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Viva Entertainment Group Inc. | |
Entity Central Index Key | 1,479,000 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,253,676,602 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets
Balance Sheets - USD ($) | Apr. 30, 2018 | Oct. 31, 2017 |
Current Assets | ||
Cash | $ 5,462 | $ 2,682 |
Total Current Assets | 5,462 | 2,682 |
Other Assets | ||
Software, net of amortization of $17,499 and $14,035 | 51,053 | 54,518 |
Total Other Assets | 51,053 | 54,518 |
Total Assets | 56,515 | 57,200 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 413,549 | 413,549 |
Accrued Interest | 84,899 | 61,520 |
Accrued Salary and Wages | 462,583 | 439,343 |
Related Party Payable | 76,770 | 66,070 |
Convertible Notes Payable, net of discount | 639,737 | 514,402 |
Derivative Liability | 1,577,083 | 1,463,047 |
Total Current Liabilities | 3,254,621 | 2,957,931 |
Stockholders’ Deficit | ||
Common Stock 6,900,000,000 shares authorized, par value $0.00001, 5,253,676,602 and 4,134,740,009 shares issued and outstanding at April 30, 2018 and October 31, 2017, respectively | 52,979 | 41,348 |
Common Stock Issuable | 1,808,250 | 3,079,200 |
Additional paid-in capital | 19,110,362 | 15,012,970 |
Accumulated deficit | (24,169,697) | (21,034,249) |
Total Stockholders’ Deficit | (3,198,106) | (2,900,731) |
Total Liabilities and Stockholders’ Deficit | $ 56,515 | $ 57,200 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2018 | Oct. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value | $ 0.00001 | $ 0.00001 |
Common Stock, shares authorized | 6,900,000,000 | 6,900,000,000 |
Common Stock, shares issued | 5,253,676,602 | 4,134,740,009 |
Common Stock, shares outstanding | 5,253,676,602 | 4,134,740,009 |
Amortization | $ 17,499 | $ 14,035 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2018 | Apr. 30, 2017 | Apr. 30, 2018 | Apr. 30, 2017 | |
Revenues | ||||
Subscriptions | $ 14,350 | $ 27,451 | ||
Operating Expenses | ||||
Consulting services | 78,400 | 6,640 | 151,200 | 32,305 |
Professional fees | 20,450 | 3,500 | 279,797 | 7,500 |
Content | 21,106 | 53,254 | ||
General and administrative | 1,322,887 | 480,544 | 2,057,049 | 568,585 |
Wages | 71,485 | 8,768,449 | 173,850 | 8,887,291 |
Total Operating Expenses | 1,514,328 | 9,259,113 | 2,715,150 | 9,495,681 |
Loss from operations | (1,499,978) | (9,259,133) | (2,687,699) | (9,495,681) |
Other expense | ||||
Gain on settlement of debt | 420 | (33,762) | 11,010 | |
Gain/(Loss) on change in derivative liability | 147,734 | (48,116) | (120,588) | |
Interest and derivative expense | (202,550) | (388,405) | (365,869) | (1,020,678) |
Total other expense | (54,816) | (387,985) | (447,748) | (1,130,256) |
Net Loss | $ (1,554,794) | $ (9,647,118) | $ (3,135,447) | $ (10,625,937) |
Net Loss Per Common Share – Basic and Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Weighted Average Number of Common Shares Outstanding | 7,001,970,422 | 794,350,790 | 5,913,417,481 | 476,781,526 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Apr. 30, 2018 | Apr. 30, 2017 | |
Operating Activities | ||
Net loss | $ (3,135,447) | $ (10,625,937) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of other assets | 3,464 | 3,440 |
Amortization of debt discount | 450,727 | 847,160 |
Penalties incurred on debt | 5,123 | |
Loss on conversion of debt | 33,763 | |
Change in fair value of derivative liability | 351,207 | 250,927 |
Common stock issued and payable for services | 1,888,410 | 9,213,196 |
Changes in operating assets and liabilities: | ||
Accrued interest | 23,379 | |
Accrued payroll | 23,240 | 76,635 |
Accounts payable and accrued liabilities | 35,814 | 163,506 |
Net Cash Used in Operating Activities | (320,320) | (72,073) |
Financing Activities | ||
Proceeds from borrowings from related parties | 12,700 | 31,680 |
Proceeds from sale of common stock | 12,000 | |
Payment on debt | (2,000) | (4,620) |
Proceeds from issuance of convertible notes | 312,400 | 33,000 |
Net Cash Provided by Financing Activities | 323,100 | 72,060 |
Increase (Decrease) in Cash | 2,780 | (13) |
Cash - Beginning of Period | 2,682 | 385 |
Cash - End of Period | 5,462 | 372 |
Non-cash transaction: | ||
Derivative issuances | 352,400 | 280,795 |
Derivative conversions | 589,571 | 705,588 |
Derivative adjustment from debt extinguishment | 10,590 | |
Debt converted into common stock | 360,092 | 468,047 |
Cash paid for: | ||
Interest | ||
Income taxes |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 6 Months Ended |
Apr. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 1 - NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Description of Business and History The Company was incorporated on October 26, 2009 in the State of Nevada. The Company originally engaged in the development of a website and also the design and development of a catalogue to sell over the counter and prescription medications, and supplements. In 2012, the Company undertook a change in focus to the natural resources sector where it was engaged in the acquisition and exploration of base metals and mineral mining properties. On April 5, 2016, the Company completed the purchase of Viva Entertainment Group, Inc. (“Viva Entertainment”), a Delaware corporation, from EMS Find, Inc. (“EMS”) pursuant to a stock purchase agreement. Viva Entertainment’s Chief Executive Officer, Johnny Falcones, was appointed as the Company’s sole director, President and Chief Executive Officer to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. Pursuant to the stock purchase agreement, the Company and EMS agreed to transfer control of Viva Entertainment to the Company through the purchase of all outstanding shares of stock of Viva Entertainment by the Company in exchange for the issuance to EMS of a 10% promissory note in the principal amount of $100,000, due six months from the Closing (the “EMS Note”), and the issuance of 22,000,000 shares of common stock to Johnny Falcones. For accounting purposes, the transaction was treated as a reverse merger since the acquired entity now forms the basis for operations and the transaction resulted in a change in control, with the acquired company electing to become the successor issuer for reporting purposes. The accompanying financial statements have been prepared to reflect the assets, liabilities and operations of Viva Entertainment Group, Inc. exclusive of Black River Petroleum since all predecessor operations were discontinued. As part of the transaction, stock payable and amounts due to former officers were forgiven, with the balances recorded as Contributed Capital. For equity purposes, additional paid-in capital and retained deficit shown are those of Viva, exclusive of Black River Petroleum. Viva had no operations prior to the quarter ended April 30, 2016. In management’s opinion, all adjustments necessary for a fair statement of the results for the presented periods have been made. All adjustments made were of a normal recurring nature. Viva Entertainment Group Inc. (F/K/A Black River Petroleum Corp.) (the “Company”) develops and markets Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones. The Company is based in Briarwood, New York. Going Concern These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of April 30, 2018, the Company has a working capital deficiency and has an accumulated deficit of $24,169,697. The continuation of Viva Entertainment Group as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies 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 the three and six months ended April 30, 2018 and 2017, or the twelve months ended October 31, 2017. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Apr. 30, 2018 | |
Accounting Policies [Abstract] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2017. Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. Loss Per Common Share The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2018 and October 31, 2017, there were no dilutive common stock equivalents outstanding. Fair Value of Financial Instruments Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of April 30, 2018 and October 31, 2017. The Company’s financial instruments consist of cash and derivative liabilities. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: • Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.) The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of April 30, 2018 and October 31, 2017: April 30, 2018: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 639,737 $ — $ — $ 639,737 Derivative Liability 1,577,083 1,577,083 Total $ 2,216,820 $ — $ — $ 2,216,820 October 31, 2017: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 514,402 $ — $ — $ 514,402 Derivative Liability 1,463,047 1,463,047 Total $ 1,977,449 $ — $ — $ 1,977,449 Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. Cash and Cash Equivalents For purposes of the Condensed Financial Statements, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2018 and October 31, 2017, the Company had no cash equivalents. |
NOTE 3 - RELATED PARTY TRANSACT
NOTE 3 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Apr. 30, 2018 | |
Related Party Transactions [Abstract] | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 RELATED PARTY TRANSACTIONS The detail composition of the $462,583 in accrued wages as of April 30, 2018 includes amounts owed to Company officers, Johnny Falcones ($144,515), and John Sepulveda ($134,288) and Alberto Gomez ($183,781). This accrual covered services rendered by the employees for the period from April, 2016 through April 30, 2018 less payments made to such employees during the period. Common Stock Issuable includes $1,808,250 in stock payable with related parties as of April 30, 2018. This stock payable is due to unissued shares earned on the employment agreements and for services performed since April 2016. John Sepulveda, a Company director, funded $10,000 to the Company for working capital during the year ended October 31, 2016. This amount was repaid during the 2017 fiscal year. The Company periodically receives cash advances from officers and directors or their family members for routine working capital purposes. As of April 30, 2018, a balance of $76,770 was owed to the spouse of the Company’s Chief Executive Officer. The advance is non-interest bearing and payable on demand. During the three months ended April 30, 2018, a total of 232,000,000 shares were issued for services valued at $2,493,194 using the share price on the date of the agreements as well as the share price on the stock issuance date for shares issued outside of the terms of the initial employment agreements. Included in this total is shares that were previously recorded as Stock Payable, resulting in a decrease in Stock payable of $2,343,638. During the year ended October 31, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash proceeds of $12,500. |
NOTE 4 - CONVERTIBLE NOTES PAYA
NOTE 4 - CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Apr. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTE 4 - CONVERTIBLE NOTES PAYABLE | NOTE 4 CONVERTIBLE NOTES PAYABLE During the six months ended April 30, 2018 and in prior fiscal years, the Company issued multiple convertible notes payable to several entities. The notes bear interest at rates between 8% and 15% and are convertible at rates between 40-60% of the lowest trading price of company’s common stock over a period ranging from 5-20 days prior to the date of conversion. All of the outstanding notes are either currently due or become due on or before January 31, 2019. The notes are summarized as follows: Total convertible notes payable at April 30, 2018 $ 964,258 Less: Current portion of notes payable (964,258 ) Long term portion of notes payable $ — The following table summarized the convertible note activity in the six months ended April 30, 2018 and the year ended October 31, 2017: Principal Balance Loan Discount Accrued interest October 31, 2016 $ 975,100 $ (607,777 ) $ 43,426 Issued in the year 1,026,202 (1,111,092 ) — Converted into stock or repaid (1,013,778 ) — (28,765 ) Amortization of debt discount — 1,335,747 — Interest accrued — — 46,589 October 31, 2017 $ 897,524 $ (383,122 ) $ 61,520 Issued in the quarter 352,400 (352,400 ) — Converted into stock or repaid (324,278 ) — (35,815 ) Assignments, net 38,612 (39,726 ) Amortization of debt discount — 450,727 — Interest accrued — — 59,194 April 30, 2018 $ 964,258 $ (324,521 ) $ 84,899 The Company evaluated the terms of the conversion features of its convertible debentures in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock Changes in Derivative Liabilities were as follows: October 31, 2016 1,248,689 Issuance of derivative 1,086,089 Conversion into stock or assignment (1,827,309 ) Extinguishment of debt (10,590 ) Change in fair value 966,168 October 31, 2017 $ 1,463,047 Issuance of derivative 352,400 Conversion into stock or assignment (589,571 ) Extinguishment of debt — Change in fair value 351,207 April 30, 2018 1,577,083 |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 6 Months Ended |
Apr. 30, 2018 | |
Notes Payable, Noncurrent [Abstract] | |
NOTE 5 - NOTES PAYABLE | 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 six months 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. During the year ended October 31, 2017, all principal and interest was converted into common stock. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 6 Months Ended |
Apr. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
NOTE 6 - COMMON STOCK | NOTE 6 - COMMON STOCK During the six months ended April 30, 2018, the Company had the following common stock transactions: • A total of 552,903,260 shares were issued on the conversion of notes payable, interest, and associated penalties totaling $360,092. During the three months ended January 31, 2018, a total of 378,333,333 shares were issued for services valued at $666,167 using the share price on the date of the agreements. Included in this total is services to we performed over a 12-month period that immediately vested. During the three months ended April 30, 2018, a total of 232,000,000 shares were issued for services valued at $2,493,194 using the share price on the date of the agreements as well as the share price on the stock issuance date for shares issued outside of the terms of the initial employment agreements. Included in this total is shares that were previously recorded as Stock Payable, resulting in a decrease in Stock payable of $2,343,638. During the year ended October 31, 2017, the Company issued a total of 14,500,000 shares of restricted common stock for cash proceeds of $12,000. Each of these issuances was made pursuant to an exemption from registration under Rule 144 of the Securities Act of 1933. |
NOTE 7 - LITIGATION
NOTE 7 - LITIGATION | 6 Months Ended |
Apr. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 7 - LITIGATION | NOTE 7 - LITIGATION The Company has been involved in a protracted dispute with one of its creditors regarding the conversion of notes payable, applicable penalties and interest. As a result, the Company is the subject of a lawsuit filed in December 2017 in New York. Management believes that all obligations to the creditor have been met and that additional claims are usurious and unjustified. The Company has recorded a liability of $55,175 in Convertible Notes Payable for the value of the notes the creditor considers outstanding and has recorded an additional $150,000 in accrued expenses to account for the potential exposure in the event either a settlement is reached or the Company loses in litigation. |
NOTE 8 - SUBSEQUENT EVENTS
NOTE 8 - SUBSEQUENT EVENTS | 6 Months Ended |
Apr. 30, 2018 | |
Subsequent Events [Abstract] | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS The Company reviewed material events Subsequent to April 30, 2018. None were noted. |
NOTE 2 - SUMMARY OF SIGNIFICA14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Apr. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2017. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected. |
Loss Per Common Shares | Loss Per Common Share The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of April 30, 2018 and October 31, 2017, there were no dilutive common stock equivalents outstanding. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of April 30, 2018 and October 31, 2017. The Company’s financial instruments consist of cash and derivative liabilities. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: • Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.) The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of April 30, 2018 and October 31, 2017: April 30, 2018: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 639,737 $ — $ — $ 639,737 Derivative Liability 1,577,083 1,577,083 Total $ 2,216,820 $ — $ — $ 2,216,820 October 31, 2017: Level 1 Level 2 Level 3 Total Convertible Notes Payable, net of discount $ 514,402 $ — $ — $ 514,402 Derivative Liability 1,463,047 1,463,047 Total $ 1,977,449 $ — $ — $ 1,977,449 |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the Condensed Financial Statements, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2018 and October 31, 2017, the Company had no cash equivalents. |
NOTE 4 - CONVERTIBLE NOTES PA15
NOTE 4 - CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Apr. 30, 2018 | |
Debt Disclosure [Abstract] | |
Derivative Liability | October 31, 2016 1,248,689 Issuance of derivative 1,086,089 Conversion into stock or assignment (1,827,309 ) Extinguishment of debt (10,590 ) Change in fair value 966,168 October 31, 2017 $ 1,463,047 Issuance of derivative 352,400 Conversion into stock or assignment (589,571 ) Extinguishment of debt — Change in fair value 351,207 April 30, 2018 1,577,083 |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details Narrative) | Apr. 30, 2018USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Working capital deficiency | $ 24,169,697 |
Accumulated deficit | $ 24,169,697 |
NOTE 3 - RELATED PARTY TRANSA17
NOTE 3 - RELATED PARTY TRANSACTIONS (Details Narrative) | Apr. 30, 2018USD ($) |
Related Party Transactions [Abstract] | |
Accrued salaries and wages | $ 462,583 |
Balance owed | $ 76,770 |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details Narrative) | Oct. 31, 2017USD ($) |
Notes Payable, Noncurrent [Abstract] | |
Promissory Note | $ 100,000 |
NOTE 6 - COMMON STOCK (Details
NOTE 6 - COMMON STOCK (Details Narrative) | 6 Months Ended |
Apr. 30, 2018USD ($)shares | |
Stockholders' Equity Note [Abstract] | |
Shares issued for services | shares | 232,000,000 |
Shares issued for services, value | $ | $ 2,493,194 |