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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aristocrat Group Corporation (PK) | USOTC:ASCC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0176 | 0.007 | 0.029 | 0.00 | 21:01:38 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
(MARK ONE)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2016
or
o | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number: 0-55073
ARISTOCRAT GROUP CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| 45-2801371 |
(State or other jurisdiction of Incorporation or organization) |
| (I.R.S. Employer Identification Number) |
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6671 South Las Vegas Boulevard, Suite 210 |
| 89119 |
(Address of principal executive offices) |
| (Zip code) |
Registrant’s telephone number, including area code: 702-761-6866
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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.
Yes þ No o
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.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check is smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 9, 2016, 3,768,957 shares of common stock are issued and outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2016 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-Q for the quarterly period ended January 31, 2016, filed with the Securities and Exchange Commission on March 16, 2016.
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS
3.1 | Articles of Incorporation for the State of Nevada (1) |
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3.2 | Bylaws for the State of Nevada (1) |
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14 | Code of Ethics (1) |
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21 | Subsidiaries of the Registrant (2) |
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31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer. (2) |
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32.1 | Section 1350 Certification of principal executive officer and principal financial accounting officer. (2) |
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101 | XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (3),(4) |
__________
(1) | Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 2, 2016 |
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(2) | Previously filed or furnished with original Form 10-Q. |
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(3) | In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.” |
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(4) | Filed or furnished herewith. |
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.
| Aristocrat Group Corp. |
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Date: March 18, 2016 | BY: /s/ Chris Less |
| Chris Less |
| Interim Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director |
- 2 -
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jan. 31, 2016 |
Mar. 09, 2016 |
|
Document And Entity Information | ||
Entity Registrant Name | ARISTOCRAT GROUP CORP. | |
Entity Central Index Key | 0001527027 | |
Document Type | 10-Q | |
Trading Symbol | ASCC | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,768,957 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2016 |
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) |
Jan. 31, 2016 |
Jul. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 2,338 | $ 1,520 |
Discount on convertible notes payable, current | 688,542 | 512,883 |
Discount on convertible notes payable, noncurrent | $ 1,172,257 | $ 1,093,340 |
Common stock, par value (in dollars per share) | $ 0.0010 | $ 0.0010 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 3,260,957 | 2,010,628 |
Common stock, outstanding | 3,260,957 | 2,010,628 |
Preferred stock, par value (in dollars per share) | $ 0.0010 | $ 0.0010 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, issued | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
|
Income Statement [Abstract] | ||||
REVENUE | $ 22,031 | $ 26,170 | $ 36,332 | $ 51,010 |
COST OF GOODS SOLD | 19,297 | 20,286 | 30,582 | 37,967 |
GROSS PROFIT | 2,734 | 5,884 | 5,750 | 13,043 |
OPERATING EXPENSES | ||||
Sales and marketing expenses | 51,626 | 134,002 | 173,858 | 261,293 |
General and administrative expenses | 252,199 | 251,418 | 520,463 | 464,563 |
Total operating expenses | 303,825 | 385,420 | 694,321 | 725,856 |
LOSS FROM OPERATIONS | (301,091) | (379,536) | (688,571) | (712,813) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (241,615) | (215,799) | (545,735) | (290,068) |
NET LOSS | $ (542,706) | $ (595,335) | $ (1,234,306) | $ (1,002,881) |
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share) | $ (0.19) | $ (0.73) | $ (0.47) | $ (1.26) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: - Basic and diluted (in shares) | 2,931,575 | 815,309 | 2,606,573 | 797,864 |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - 6 months ended Jan. 31, 2016 - USD ($) |
Common Stock [Member] |
Series E Preferred Stock [Member] |
Additional Paid In Capital [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|---|
Balance at beginning at Jul. 31, 2015 | $ 2,011 | $ 1,000 | $ 3,382,525 | $ (4,119,782) | $ (734,246) |
Balance at beginning (in shares) at Jul. 31, 2015 | 2,010,628 | 1,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for conversion of debt | $ 1,250 | 29,087 | 30,337 | ||
Common stock issued for conversion of debt (in shares) | 1,250,329 | ||||
Beneficial conversion discount on issuance of convertible note payable | $ 683,059 | 683,059 | |||
Net Loss | $ (1,234,306) | (1,234,306) | |||
Balance at ending at Jan. 31, 2016 | $ 3,261 | $ 1,000 | $ 4,094,671 | $ (5,354,088) | $ (1,255,156) |
Balance at ending (in shares) at Jan. 31, 2016 | 3,260,957 | 1,000,000 |
General Organization and Business |
6 Months Ended |
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Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business
Aristocrat Group Corp., a Nevada corporation, was incorporated on July 20, 2011. Our year-end is July 31.
On October 17, 2012, we formed Luxuria Brands LLC as a wholly owned subsidiary. On January 10, 2013, we formed Level Two Holdings, LLC as our wholly owned subsidiary. On January 15, 2013, we formed Top Shelf Distributing, LLC (Top Shelf) as our wholly owned subsidiary.
Top Shelf is focused on developing our distilled spirits line of business and currently markets and sells RWB Ultra Premium Handcrafted Vodka (RWB Vodka). |
Going Concern |
6 Months Ended |
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Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended January 31, 2016, the Company had a net loss of $1,234,306 and negative cash flow from operating activities of $696,475. As of January 31, 2016, the Company had negative working capital of $1,162,801. Management does not anticipate having positive cash flow from operations in the near future.
These factors raise a substantial doubt about the Companys ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or implement its business plan. Without additional capital, the Company will not be able to remain in business.
Management has plans to address the Companys financial situation as follows:
In the near term, management plans to continue to focus on raising the funds necessary to implement the Companys business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Companys financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Companys ability to continue as a going concern.
In the long term, management believes that the Companys projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Companys future growth. However, there can be no assurances that the Companys planned activities will be successful, or that the Company will ultimately attain profitability. The Companys long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||
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Jan. 31, 2016 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended July 31, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC).
The results of operations for the six month period ended January 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2016.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $12,380 and $7,411 at January 31, 2016 and July 31, 2015, respectively.
Inventory
Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost.
Revenue Recognition
The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.
Sales of RWB Vodka are recognized when the product has been delivered to the purchaser.
Earnings (Loss) per Common Share
The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Companys net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.
In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Companys convertible debt is considered anti-dilutive due to the Companys net loss for the six months ended January 31, 2016 and 2015. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended January 31, 2016 and 2015, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At January 31, 2016, the Company had 156,683,019 potentially issuable shares upon the conversion of convertible notes payable and interest.
Financial Instruments
The Companys balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also 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 entitys own assumptions about market participant assumptions 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 are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.
Significant Concentrations
During the six months ended January 31, 2016, two customers generated 44% and 9% of our revenue. As of January 31, 2016, those two customers represented 4% and 0% of our accounts receivable. All accounts receivable from these customers were received subsequent to the end of the period.
The Companys entire inventory was manufactured by a single supplier during the six months ended January 31, 2016. The Company believes that, in the event that its significant customers are unable to continue to purchase the Companys product, there are a substantial number of alternative buyers for its product at a competitive price. The Company believes that, in the event that its supplier is unable to continue to supply the Companys product, there are alternative suppliers for its product at a competitive price.
Recently Issued Accounting Pronouncements
There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Companys consolidated financial position, operations or cash flows. |
Related Party Transaction |
6 Months Ended |
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Jan. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 4. Related Party Transaction
On September 1, 2015, Bloise International Corporation, a significant shareholder of the Company, converted $5,611 of accrued interest on a convertible note into 14,029 shares of our common stock. |
Advances |
6 Months Ended |
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Jan. 31, 2016 | |
Advances | |
Advances | Note 5. Advances
During the six months ended January 31, 2016 and 2015, the Company received net, non-interest bearing advances totaling $701,444 and $601,376, respectively. Vista View Ventures, Inc. provided $683,059 and $588,476 of these advances for the six months ended January 31, 2016 and 2015, respectively. These advances are not collateralized, non-interest bearing and are due on demand. The advances were paid from Vista View Ventures Inc. to K.M. Delaney and Associates (See Note 8.) (KMDA) and then by KMDA to the Company on behalf of Vista View Ventures Inc. These advances are typically converted to convertible notes payable on a quarterly basis as discussed below. As of January 31, 2016 and July 31, 2015, advances in the amount of $18,385 and $0, respectively, are due under advances from third parties and are included in current liabilities on the consolidated balance sheets. |
Convertible Notes Payable |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | Note 6. Convertible Notes Payable
Convertible notes payable due to Vista View Ventures Inc. consisted of the following at January 31, 2016 and July 31, 2015:
All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company.
Convertible notes issued
During the six months ended January 31, 2016, the Company signed convertible promissory notes that refinance non-interest bearing advances into convertible notes payable. The convertible promissory notes bear interest at 10% per annum and are payable along with accrued interest. The convertible promissory note and unpaid accrued interest are convertible into common stock at the option of the holder.
For notes convertible at a discount to the market price, we use a 5-day volume weighted average to determine the market price.
The Company evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entitys Own Stock and determined that the underlying common stock is indexed to the Companys common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized discounts for beneficial conversion features of $521,122 and $161,937 on October 31, 2015 and January 31, 2016. The discount is amortized over the life of the notes using the effective interest method. The discount is amortized at effective interest rates of 191.56% and 192.35%, respectively. The beneficial conversion feature was recorded as increase to additional paid-in capital and a discount to the convertible note.
The Company amortized $428,483 and $231,487 of the discount on the convertible notes payable to interest expense during the six months ended January 31, 2016 and 2015.
Conversions into Common Stock
During six months ended January 31, 2016, the holder of our convertible promissory note dated October 31, 2013, elected to convert $24,726 of accrued interest into 1,236,300 shares of common stock at a rate of $0.02 per share.
During six months ended January 31, 2016, Bloise International, elected to convert $5,611 of accrued interest into 14,029 shares of common stock at a rate of $0.40 per share. |
Stockholders' Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity | Note 7. Stockholders Equity
Conversion of shares
During six months ended January 31, 2016, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:
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Commitments and Contingencies |
6 Months Ended |
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Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies
During the six months ended January 31, 2016 and 2015, KMDA has provided office space and certain administrative functions to the Company. The services provided include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. As a part of the services provided to the Company, KMDA receives the advances from the lender (See Note 5.) and disburses those funds to the Company. During the six months ending January 31, 2016 and 2014, KMDA billed the Company $101,176 and $85,913, respectively, for those services. At January 31, 2016, no amounts were owed for these services.
We rent office space in Las Vegas, Nevada; Houston, Texas and Vancouver, British Columbia. We also rent warehouse space in Houston, Texas. All leases are short-term with expiration dates of one year or less from the origination date.
In January 2016, the Company received a notice from the Texas Alcoholic Beverage Commission (the TABC) informing it that an administrative case had been filed against the Companys permit to distribute distilled spirits in the State of Texas. The TABC asserted that the Companys private labeling contract to produce RWB Vodka resulted in unauthorized manufacturing activities by the Company. The TABC has issued a cease and desist order which prohibits the manufacturer from shipping additional RWB Vodka to the Company under its existing wholesalers permit (W Permit), and the Company is barred from importing any distilled spirits into Texas from its private label manufacturer. Under the current settlement discussion, the Company is not prohibited from selling the RWB Vodka which is already held in inventory and expects to be able to continue to sell its existing inventory for 30 days after a settlement is reached. The Company is currently in settlement discussions with the TABC to resolve this matter. In order to comply with TABC rules, the Company plans to surrender their existing W Permit and applying for a non-resident sellers permit (S Permit) from the TABC. Under the S Permit, the Company would be allowed to distribute its products through a third-party wholesaler instead of selling directly to retailers as it does now. The Company expects that its existing inventory will be sufficient to fulfill all orders until it is able to again purchase inventory under a new permit. |
Subsequent Events |
6 Months Ended |
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Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events
On February 1, 2016, the holder of the convertible promissory note dated October 31, 2013 converted $3,260 of accrued interest into 163,000 shares of our common stock.
On February 16, 2016, the holder of the convertible promissory note dated January 31, 2015 converted $1,700 of accrued interest into 170,000 shares of our common stock.
On February 22, 2016, the holder of the convertible promissory note dated January 31, 2015 converted $1,750 of accrued interest into 175,000 shares of our common stock. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||||||
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Jan. 31, 2016 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Interim Financial Statements | Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended July 31, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC).
The results of operations for the six month period ended January 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2016. |
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Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents
For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $12,380 and $7,411 at January 31, 2016 and July 31, 2015, respectively. |
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Inventory | Inventory
Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost. |
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Revenue Recognition | Revenue Recognition
The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.
Sales of RWB Vodka are recognized when the product has been delivered to the purchaser. |
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Earnings (Loss) per Common Share | Earnings (Loss) per Common Share
The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Companys net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.
In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Companys convertible debt is considered anti-dilutive due to the Companys net loss for the six months ended January 31, 2016 and 2015. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended January 31, 2016 and 2015, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At January 31, 2016, the Company had 156,683,019 potentially issuable shares upon the conversion of convertible notes payable and interest. |
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Financial Instruments | Financial Instruments
The Companys balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also 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 entitys own assumptions about market participant assumptions 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 are described below:
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Companys notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. |
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Significant Concentrations | Significant Concentrations
During the six months ended January 31, 2016, two customers generated 44% and 9% of our revenue. As of January 31, 2016, those two customers represented 4% and 0% of our accounts receivable. All accounts receivable from these customers were received subsequent to the end of the period.
The Companys entire inventory was manufactured by a single supplier during the six months ended January 31, 2016. The Company believes that, in the event that its significant customers are unable to continue to purchase the Companys product, there are a substantial number of alternative buyers for its product at a competitive price. The Company believes that, in the event that its supplier is unable to continue to supply the Companys product, there are alternative suppliers for its product at a competitive price. |
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Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Companys consolidated financial position, operations or cash flows. |
Convertible notes payable (Tables) |
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Jan. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible notes payable | Convertible notes payable due to Vista View Ventures Inc. consisted of the following at January 31, 2016 and July 31, 2015:
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Schedule of convertible notes issued |
During the six months ended January 31, 2016, the Company signed convertible promissory notes that refinance non-interest bearing advances into convertible notes payable.
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Stockholders' Equity (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of conversions into common stock | During six months ended January 31, 2016, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:
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Going Concern (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jan. 31, 2016 |
Jan. 31, 2015 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (542,706) | $ (595,335) | $ (1,234,306) | $ (1,002,881) |
Cash flow from operations | (696,475) | $ (595,818) | ||
Working capital | $ 1,162,801 |
Summary of Significant Accounting Policies (Details Narrative) |
6 Months Ended | |||
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Jan. 31, 2016
USD ($)
Number
shares
|
Jul. 31, 2015
USD ($)
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Jan. 31, 2015
USD ($)
|
Jul. 31, 2014
USD ($)
|
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Cash and cash equivalents | $ | $ 12,380 | $ 7,411 | $ 10,526 | $ 13,103 |
Potentially issuable shares upon the conversion | shares | 156,683,019 | |||
Customer Concentration Risk [Member] | Revenue [Member] | ||||
Number of customer | 2 | |||
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member] | ||||
Percentage of concentration risk | 44.00% | |||
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member] | ||||
Percentage of concentration risk | 9.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Number of customer | 2 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||
Percentage of concentration risk | 4.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||||
Percentage of concentration risk | 0.00% |
Related Party Transaction (Details Narrative) - Bloise International Corporation [Member] - USD ($) |
6 Months Ended | |
---|---|---|
Sep. 01, 2015 |
Jan. 31, 2016 |
|
Accrued interest on debt | $ 5,611 | $ 5,611 |
Number of common shares issued upon conversion | 14,029 | 14,029 |
Advances (Details Narrative) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jul. 31, 2015 |
|
Proceeds from advances | $ 701,444 | $ 601,376 | |
Advances payable | 18,385 | ||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | |||
Proceeds from advances | $ 683,059 | $ 588,476 |
Convertible Notes Payable (Details 1) - USD ($) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jan. 31, 2016 |
Jan. 31, 2015 |
Jul. 31, 2015 |
|
Total convertible notes payable | $ 683,059 | ||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | |||
Total convertible notes payable | 2,748,409 | $ 2,065,350 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2018 [Member] | |||
Total convertible notes payable | $ 521,122 | ||
Conversion Price (in dollars per share) | $ 0.45 | $ 0.45 | |
Issuance Date | Oct. 31, 2015 | Oct. 31, 2015 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due January 31, 2019 [Member] | |||
Total convertible notes payable | $ 161,937 | $ 161,937 | |
Conversion Price (in dollars per share) | $ 0.14 | $ 0.14 | $ 0.14 |
Issuance Date | Jan. 31, 2016 | Jan. 31, 2016 | Jan. 31, 2016 |
Commitments and Contingencies (Details Narrative) - USD ($) |
6 Months Ended | |
---|---|---|
Jan. 31, 2016 |
Jan. 31, 2014 |
|
KM Delaney & Assoc. [Member] | ||
Administrative services | $ 101,176 | $ 85,913 |
Subsequent Events (Details Narrative) - USD ($) |
6 Months Ended | ||||
---|---|---|---|---|---|
Feb. 22, 2016 |
Feb. 16, 2016 |
Feb. 01, 2016 |
Jan. 31, 2016 |
Jan. 31, 2015 |
|
Accrued interest on debt | $ 24,726 | $ 120,000 | |||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||||
Number of common shares issued upon conversion | 1,236,300 | ||||
Subsequent Event [Member] | Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||||
Accrued interest on debt | $ 3,260 | ||||
Number of common shares issued upon conversion | 163,000 | ||||
Subsequent Event [Member] | Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due January 31, 2017 [Member] | |||||
Accrued interest on debt | $ 1,750 | $ 1,700 | |||
Number of common shares issued upon conversion | 175,000 | 170,000 |
1 Year Aristocrat (PK) Chart |
1 Month Aristocrat (PK) Chart |
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