Securities Registration: Employee Benefit Plan (s-8)
October 16 2019 - 4:49PM
Edgar (US Regulatory)
REGISTRATION
NO.:333
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Viva
Entertainment Group Inc.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0642409
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(State
or other jurisdiction of
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(IRS
Employer
|
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incorporation
or organization)
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Identification
No.)
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143-41
84th Drive
Briarwood,
NY 11435
(Address
of Principal Executive Offices, including ZIP Code)
2017
Non-Qualified Stock Compensation Plan
(Full
title of the plan)
Business
Filings Incorporated
6100
Neil Road, Suite 500
Reno,
NV 89511
(Name
and address of agent for service)
(608)-827-5300
(Telephone
number, including area code, of agent for service)
Greg
Chonillo, Esq.
Chonillo
Law Group, LLC
121
Alhambra Plaza, Suite 1500
Coral
Gables, Florida 33134
Office:
786.633.6576
(Communications
To)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth 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):
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging growth company ☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of
Securities to be Registered
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Amount of
Shares
to be Registered
|
|
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Proposed
Maximum
Offering
Price Per Share
|
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration
Fee
|
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$.00001
par value common stock
|
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10,000,000
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$
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0.00655
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$
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65,500
|
|
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$
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8.50
|
|
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TOTALS
|
|
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10,000,000
|
|
|
$
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0.00655
|
(1)
|
|
$
|
65,500
|
|
|
$
|
8.50
|
|
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(1)
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This
calculation is made solely for the purposes of determining the registration fee pursuant
to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is
calculated on the basis of the average of the high and low prices reported on the OTC
Bulletin Board as of September 9, 2019.
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STATEMENT
Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the “Commission”) by Viva Entertainment Group
Inc., a Nevada corporation (the “Company”), are incorporated herein by reference:
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a.
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The
Company’s latest Quarterly Report on Form 10-Q for the quarter ended April 30, 2019 filed
with the Securities and Exchange Commission;
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b.
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The
Company’s latest Yearly Report on Form 10K for the Year ending October 31, 2018;
and;
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b.
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The
reports of the Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) since the fiscal year ended October
31, 2018; and
|
|
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c.
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All
other documents filed by the Company after the date of this registration statement pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which de-registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents.
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Item
1. Interests of Named Experts and Counsel.
The
audited balance sheet of OTTV as of October 31, 2018 and the 10Q from April 30, 2019, and the related statements of operations,
shareholders’ equity and cash flows for the year then ended are incorporated by reference in this prospectus and have been
audited by M&K CPAS, PLLC, an independent registered public accounting firm. The incorporation by reference herein of such
financial statements is in reliance upon the authority of said firm as experts in auditing and accounting.
The
Law Offices of Fred Bauman, P.A. has rendered an opinion on the validity of the securities being registered. Neither Mr. Bauman
nor the Law Offices of Fred Bauman, P.A. are affiliates of OTTV.
Item
2. Exhibits.
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(a)
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The
following exhibits are filed as part of this registration statement pursuant to Item
601 of the Regulation S-K and are specifically incorporated herein by reference:
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Briarwood, NY on October 16, 2019.
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Viva
Entertainment Group Inc.
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(Registrant)
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/s/
Johnny
Falcones
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Johnny
Falcones
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Chairman
and President
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signatures
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Title
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Date
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/s/
Johnny Falcones
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Chairman,
Chief Executive Officer, President,
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October
16, 2019
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Johnny
Falcones
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Principal Accounting Officer and Director
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3
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