Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Apr. 30, 2014 | |
Document And Entity Information [Abstract] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 30-Apr-14 |
Entity Registrant Name | 'ARISTOCRAT GROUP CORP. |
Entity Central Index Key | '0001527027 |
Entity Filer Category | 'Smaller Reporting Company |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Current assets: | ' | ' | ' |
Cash and cash equivalents | $49,511 | $205,154 | $1,243 |
Accounts receivable | 2,638 | ' | ' |
Prepaid expenses | 60,289 | 88,609 | ' |
Inventory | 44,607 | ' | ' |
Total current assets | 157,045 | 293,762 | 1,243 |
Security deposit | 1,367 | 1,367 | ' |
TOTAL ASSETS | 158,412 | 295,129 | 1,243 |
Current liabilities: | ' | ' | ' |
Accounts payable and accrued expenses | 253,386 | 102,874 | 2,453 |
Advances payable | 204,500 | 516,920 | 6,665 |
Current portion of convertible notes payable, net of discount of $95,410 and $0, respectively | 29,349 | ' | ' |
Total current liabilities | 487,235 | 619,794 | 9,118 |
Convertible notes payable, net of discount of $674,252 and $139,153, respectively. | 43,652 | 27,922 | ' |
Accrued interest payable | 31,949 | 5,584 | ' |
TOTAL LIABILITIES | 562,836 | 653,300 | 9,118 |
COMMITMENTS AND CONTINGENCIES | ' | ' | ' |
Stockholders' Deficit: | ' | ' | ' |
Common Stock, $0.0001 par value; 250,000,000 shares authorized; 65,250,000, 62,250,000 and 62,250,000 shares issued and outstanding at April 30, 2014, July 31, 2013 and July 31, 2012, respectively. | 6,525 | 6,225 | 6,225 |
Additional paid in capital | 981,954 | 204,350 | 37,275 |
Deficit accumulated during development stage | -1,392,903 | -568,746 | -51,375 |
TOTAL STOCKHOLDERS' DEFICIT | -404,424 | -358,171 | -7,875 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $158,412 | $295,129 | $1,243 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
Consolidated Balance Sheets [Abstract] | ' | ' | ' |
Convertible notes, discount, current | $95,410 | ' | ' |
Convertible notes payable, discount | $674,252 | $139,153 | ' |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, par value per share | $0.00 | $0.00 | $0.00 |
Common stock, shares issued | 65,250,000 | 62,250,000 | 62,250,000 |
Common stock, shares outstanding | 65,250,000 | 62,250,000 | 62,250,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||
Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | |
Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' | ' | ' | ' |
REVENUE | $3,801 | ' | $14,837 | ' | ' | ' | ' |
COST OF GOODS SOLD | 2,473 | ' | 9,605 | ' | ' | ' | ' |
GROSS PROFIT | 1,328 | ' | 5,232 | ' | ' | ' | ' |
EXPENSES | ' | ' | ' | ' | ' | ' | ' |
General and administrative expense | 230,690 | 178,550 | 697,775 | 355,731 | 483,864 | 51,275 | 535,239 |
LOSS FROM OPERATIONS | -229,362 | -178,550 | -692,543 | -355,731 | -483,864 | -51,275 | -535,239 |
OTHER EXPENSE | ' | ' | ' | ' | ' | ' | ' |
Interest expense | -95,108 | -8,239 | -131,614 | -8,239 | -33,507 | ' | -33,507 |
Net loss | ($324,470) | ($186,789) | ($824,157) | ($363,970) | ($517,371) | ($51,275) | ($568,746) |
Net loss per common share - basic and diluted | ($0.01) | $0 | ($0.01) | ($0.01) | ($0.01) | $0 | ' |
Weighted average number of common shares outstanding - basic and diluted | 63,115,169 | 62,250,000 | 62,532,051 | 62,250,000 | 62,250,000 | 56,217,215 | ' |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Defecit Development Stage [Member] |
Balance, value at Jul. 19, 2011 | ' | ' | ' | ' |
Balance, shares at Jul. 19, 2011 | ' | ' | ' | ' |
Issuance of common stock to founder for cash, July 20, 2011, $0.0002 per share | 9,000 | 4,500 | 4,500 | ' |
Issuance of common stock to founder for cash, July 20, 2011, $0.0002 per share, shares | ' | 45,000,000 | ' | ' |
Net loss | -100 | ' | ' | -100 |
Balance, value at Jul. 31, 2011 | 8,900 | 4,500 | 4,500 | -100 |
Balance, shares at Jul. 31, 2011 | ' | 45,000,000 | ' | ' |
Issuance of common stock for cash, December 6, 2011, $0.002 per share | 34,500 | 1,725 | 32,775 | ' |
Issuance of common stock for cash, December 6, 2011, $0.002 per share, shares | ' | 17,250,000 | ' | ' |
Net loss | -51,275 | ' | ' | -51,275 |
Balance, value at Jul. 31, 2012 | -7,875 | 6,225 | 37,275 | -51,375 |
Balance, shares at Jul. 31, 2012 | 62,250,000 | 62,250,000 | ' | ' |
Discount on issuance of convertible note payable | 167,075 | ' | 167,075 | ' |
Net loss | -517,371 | ' | ' | -517,371 |
Balance, value at Jul. 31, 2013 | -358,171 | 6,225 | 204,350 | -568,746 |
Balance, shares at Jul. 31, 2013 | 62,250,000 | 62,250,000 | ' | ' |
Shares issued for conversion of notes payable | 60,000 | 300 | 59,700 | ' |
Shares issued for conversion of notes payable, shares | 3,000,000 | 3,000,000 | ' | ' |
Discount on issuance of convertible note payable | 717,904 | ' | 717,904 | ' |
Net loss | -824,157 | ' | ' | -824,157 |
Balance, value at Apr. 30, 2014 | ($404,424) | $6,525 | $981,954 | ($1,392,903) |
Balance, shares at Apr. 30, 2014 | 65,250,000 | 65,250,000 | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parentheticals) (USD $) | 0 Months Ended | 12 Months Ended |
Jul. 31, 2011 | Jul. 31, 2012 | |
Consolidated Statements of Changes in Stockholders' Equity (Deficit) [Abstract] | ' | ' |
Common stock issued for cash, price per share | $0.00 | $0.00 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | ' | ' |
Net loss | ($824,157) | ($363,970) | ($517,371) | ($51,275) | ($568,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' |
Amortization of discount on convertible note payable | 87,395 | 6,866 | 27,922 | ' | 27,922 |
Changes in assets and liabilities: | ' | ' | ' | ' | ' |
Accounts receivable | -2,638 | ' | ' | ' | ' |
Inventory | -44,607 | ' | ' | ' | ' |
Prepaid expenses | 28,320 | -29,000 | -88,609 | ' | -88,609 |
Security deposit | ' | ' | -1,367 | ' | -1,367 |
Accounts payable and accrued expenses | 150,342 | 53,252 | 100,421 | 2,453 | 102,874 |
Accrued interest payable | 44,219 | 1,373 | 5,584 | ' | 5,584 |
Net cash used in operating activities | -561,126 | -331,479 | -473,420 | -48,822 | -522,342 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | ' | 34,500 | 43,500 |
Proceeds from advances | 405,484 | 442,775 | 677,330 | 6,665 | 683,995 |
Net cash provided by financing activities | 405,484 | 442,775 | 677,330 | 41,165 | 727,495 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -155,642 | 111,296 | 203,910 | -7,657 | 205,153 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 205,154 | 1,243 | 1,243 | 8,900 | ' |
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | 49,511 | 112,539 | 205,154 | 1,243 | 205,154 |
Cash paid for: | ' | ' | ' | ' | ' |
Interest | ' | ' | ' | ' | ' |
Taxes | ' | ' | ' | ' | ' |
Non-cash financing transaction: | ' | ' | ' | ' | ' |
Refinancing of advances into convertible note payable | 717,904 | 167,075 | 167,075 | ' | 167,075 |
Beneficial conversion discount on convertible notes payable | 717,904 | 167,075 | 167,075 | ' | 167,075 |
Conversion of convertible notes payable into common stock | $60,000 | ' | ' | ' | ' |
GENERAL_ORGANIZATION_AND_BUSIN
GENERAL ORGANIZATION AND BUSINESS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
GENERAL ORGANIZATION AND BUSINESS [Abstract] | ' | ' |
GENERAL ORGANIZATION AND BUSINESS | ' | ' |
Note 1. General Organization and Business | NOTE 1. GENERAL ORGANIZATION AND BUSINESS | |
On October 17, 2012, we formed Luxuria Brands LLC ("Luxuria") as a wholly-owned subsidiary. Luxuria holds our brand management line of business. On January 10, 2013, we formed Level Two Holdings, LLC ("Level Two") as our wholly-owned subsidiary. On January 15, 2013, we formed Top Shelf Distributing, LLC ("Top Shelf") as our wholly-owned subsidiary. Level Two holds the Company's investment in Top Shelf. Top Shelf is focused on developing our distilled spirits line of business. | We are a development stage company and were incorporated in the State of Florida on July 20, 2011, as a for-profit company, and established a fiscal year end of July 31. We have not established any business operations and have not achieved any revenues. The development of our business has been limited to organizational matters, the preparation of our business plan, and the preparation of the financial statements. Our ability to establish operations is entirely dependent on our ability to raise sufficient financing to execute our business plan, however, there is no guarantee that we will be successful in this regard. Furthermore, if we successfully establish operations, there is no guarantee that there will be a significant market for our services or that we will achieve significant revenues, if any. | |
During the nine months ended April 30, 2014, we acquired inventory and began to generate revenues from the sales of vodka and thereby ceased to be classified as a development stage entity. | The Board of Directors believe that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of the shareholders for the Company to consider alternative corporate strategies to generate new business revenue for the Company. Thus, the Board of Directors approved adding a second business to the Company's business plan: Aristocrat Brands, a focused brand management company. The Aristocrat Brands and Supercare Centers business lines will be operated under two separate divisions of Aristocrat Group Corp. Although the Supercare Centers will continue to be a business line, the primary focus from this point forward will be on Aristocrat Brands. | |
On January 15, 2013, we formed Top Shelf Distributing, LLC ("Top Shelf") as our wholly-owned subsidiary. Top Shelf will be focused on developing our distilled spirits line of business. | ||
On December 31, 2012, the Company received written notice of the resignation of Cindy Morrissey as Chairman, President and Director of the Company, effective as of January 1, 2013. On December 31, 2012, the Board of Directors appointed Robert Federowicz to be President and Chief Executive Officer of the Company to fill the outstanding vacancies. | ||
Going Concern | ||
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended July 31, 2013, the Company had an accumulated deficit since inception of $568,746. As of July 31, 2013, the Company had not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon its ability to achieve a level of profitability. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014 | Jul. 31, 2013 | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES [Abstract] | ' | ' | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | ' | ' | ||||
Note 3. Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | |||||
Interim Financial Statements | Development Stage Company | |||||
The accompanying these unaudited financial statements have been prepared in accordance with generally accepted accounting ("GAAP") principles in the United States of America 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 generally accepted accounting principles 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, 2013 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 Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities". Its activities to date have been limited to capital formation, organization, and development of its business. | |||||
The results of operations for the nine month period ended April 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2014. | Principles of Consolidation | |||||
Basis of Presentation | The consolidated financial statements include the accounts Aristocrat Group Corp. and our wholly-owned subsidiaries, Aristocrat Brands LLC and Top Shelf Distributing LLC. All intercompany accounts and transactions are eliminated in consolidation. | |||||
The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with GAAP. | Cash and Cash Equivalents | |||||
Development Stage Company | For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. | |||||
The Company was a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities" until July 31, 2013. In September 2013, the Company began to recognize recurring revenue from the sales of vodka and exited the development stage. | Earnings (Loss) per Common Share | |||||
Principals of Consolidation | The basic earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's 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 diluted shares outstanding for any periods reported. | |||||
The consolidated financial statements include the accounts Aristocrat Group Corp. and our wholly-owned subsidiaries, Level Two Holdings, LLC; Luxuria Brands LLC; and Top Shelf Distributing LLC. All intercompany accounts and transactions are eliminated upon consolidation. | Income Taxes | |||||
Use of Estimates | Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||
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. | For financial statement purposes, we recognize the impact of an uncertain income tax position on the income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has not recognized any penalties or interest related to income tax obligations. | |||||
Cash and Cash Equivalents | Financial Instruments | |||||
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 $49,511 and $205,153 at April 30, 2014 and July 31, 2013, respectively. | 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 entity's 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: | |||||
Inventory | ||||||
● | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||||
Inventory consists solely of finished goods, which is made up entirely of bottled vodka. Inventory is recorded at weighted average cost. | ||||||
● | 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. | |||||
Revenue Recognition | ||||||
● | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |||||
The Company follows recognizes 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. | ||||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2013. 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, prepaid expenses, accounts payable and accrued expenses, and convertible note payable. The fair value of the Company's convertible notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | ||||||
Advertising | ||||||
Advertising | ||||||
The company expenses advertising as general and administrative expense when incurred. Advertising expenses for the nine months ended April 30, 2014 and 2013 were $185,735 and $0, respectively. | ||||||
The Company expenses advertising as incurred. During the years ending July 31, 2013 and 2012, the Company incurred $40,000 and $0, respectively, of advertising expenses. | ||||||
Deferred Income Taxes and Valuation Allowance | ||||||
Use of Estimates | ||||||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of April 30, 2014 or July 31, 2013. | ||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. | ||||||
Earnings (Loss) per Common Share | ||||||
Subsequent Events | ||||||
The basic earnings (loss) per common share are calculated by dividing the Company's 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 Company's 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. 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 Company's convertible debt is considered anti-dilutive due to the Company's net loss for the three and nine months ended April 30, 2014 and 2013. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three and nine months ended April 30, 2014 and 2013, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At April 30, 2014, the Company had 54,104,048 potentially issuable shares upon the conversion of convertible notes payable and interest. | ||||||
The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration. | ||||||
Financial Instruments | ||||||
Recently Issued Accounting Pronouncements | ||||||
The Company's 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. | ||||||
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. | ||||||
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 entity's 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: | ||||||
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. | |||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2014. 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 Company's 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. | ||||||
Recently Issued Accounting Pronouncements | ||||||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. |
Going_Concern
Going Concern | 9 Months Ended |
Apr. 30, 2014 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
Note 2. Going Concern | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of April 30, 2014, the Company has generated net losses since inception of $1,392,903. The Company has not generated positive cash flow from operations and does not expect to do so in the near future. There is no assurance that revenue will be adequate to cover expenses and generate positive cash flow from operations during the next twelve months. In view of these matters, the Company's ability to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitability. The Company intends to finance its future activities and its working capital needs from borrowings until such time that funds provided by operations are sufficient to fund working capital requirements. The Company has no commitment from a lender to provide funds and there is no guarantee that funds will be available to the Company when needed or that, if available, they are on terms which are acceptable to the Company. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
PREPAID_EXPENSES
PREPAID EXPENSES | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
PREPAID EXPENSES [Abstract] | ' | ' |
PREPAID EXPENSES | ' | ' |
Note 4. Prepaid Expenses | NOTE 3. PREPAID EXPENSES | |
Prepaid expense consists solely of a prepayment to a vendor for distilling and bottling our distilled spirits product. | At July 31, 2013, prepaid expenses consist of $82,010 paid to a vendor to manufacture distilled spirits which the Company intends to sell, and $6,599 of prepaid rent and consulting. |
ADVANCES
ADVANCES | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
ADVANCES [Abstract] | ' | ' |
ADVANCES | ' | ' |
Note 5. Advances | NOTE 4. ADVANCES | |
During the nine months ended April 30, 2014, the Company received net, non-interest bearing advances from certain third parties totaling $405,484. The total amount due under these advances as of April 30, 2014 was $204,500. These advances are not collateralized, non-interest bearing and are due on demand. The funds were advanced to the Company through an intermediary agent that also provides certain legal, accounting, and support services to the company. | During the year ended July 31, 2013, the Company received working capital advances in the amount of $677,330. These advances are non-interest bearing and payable upon demand. A portion of the advances were refinanced into interest-bearing convertible promissory notes in March 2013 (See Note 5) and the remaining portion was converted to a note payable subsequent to year end (See Note 9). The lender of these advances is the same lender of the convertible promissory notes discussed in Notes 5 and 9. The funds were advanced to the Company through an intermediary agent which also provides certain legal, accounting and support services to the Company. |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | 12 Months Ended | |||||||||||||
Apr. 30, 2014 | Jul. 31, 2013 | ||||||||||||||
CONVERTIBLE NOTE PAYABLE [Abstract] | ' | ' | |||||||||||||
CONVERTIBLE NOTE PAYABLE | ' | ' | |||||||||||||
Note 6. Convertible Notes Payable | NOTE 5. CONVERTIBLE NOTE PAYABLE | ||||||||||||||
Convertible notes payable consist of the following as of April 30, 2014 and July 31, 2013: | On March 31, 2013, the Company signed a convertible promissory note with Vista View Ventures Inc. which refinanced non-interest bearing advances in the amount of $167,075 into a convertible note payable. The convertible promissory note bears interest at 10% per annum and is payable along with accrued interest on March 31, 2015. The holder of the note may not convert the convertible promissory note into common stock if that conversion would result in the holder owning more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory note is convertible into common stock at the option of the holder at the rate of $0.02 per share. | ||||||||||||||
The Company evaluated the terms of this note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion feature 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 notes and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature in the amount of $167,075. The discount is being amortized over the life of the note using the effective interest method. During the year ended July 31, 2013, the Company recognized interest expense in the amount of $27,922 as a result of amortization of the discount on the convertible note payable. As of July 31, 2013, the balance of the discount was $139,153. Accrued interest at July 31, 2013 totaled $5,584 on this convertible note. | |||||||||||||||
Signed | Matures | Interest | Conversion | Balance | Balance | ||||||||||
Rate | Rate | Apr. 30, 2014 | Jul. 31, 2013 | ||||||||||||
31-Mar-13 | 31-Mar-15 | 10% | $0.02 | $ | 124,759 | $ | 167,075 | ||||||||
31-Oct-13 | 31-Oct-15 | 10% | $0.02 | 516,920 | - | ||||||||||
November 31, 2013 | November 31, 2015 | 10% | $0.01 | 83,265 | - | ||||||||||
31-Jan-14 | 31-Jan-16 | 10% | $0.01 | 117,719 | - | ||||||||||
Total | $ | 842,663 | $ | 167,075 | |||||||||||
Less: current portion of convertible notes payable | (124,759 | ) | - | ||||||||||||
Less: discount on convertible notes payable | (674,252 | ) | (139,153 | ) | |||||||||||
Long-term convertible notes payable, net of discount | $ | 43,652 | $ | 27,922 | |||||||||||
Issuance of Convertible Notes | |||||||||||||||
During the nine months ended April 30, 2014, the Company signed convertible promissory notes of $717,904 in total with Vista View Ventures Inc., which refinanced non-interest bearing advances. These notes are payable at maturity and bear interest at 10% per annum. The holder of the notes may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory notes are convertible into common stock at the option of the holder. | |||||||||||||||
Date Issued | Maturity Date | Note Amount | Conversion Rate | Beneficial Conversion Feature | |||||||||||
per Share | |||||||||||||||
31-Oct-13 | 31-Oct-15 | $ | 516,920 | $ | 0.02 | $ | 516,920 | ||||||||
30-Nov-13 | November 31, 2015 | 83,265 | 0.01 | 83,265 | |||||||||||
31-Jan-14 | 31-Jan-16 | 117,719 | 0.01 | 117,719 | |||||||||||
Total | $ | 717,904 | |||||||||||||
The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion feature 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 notes and was deemed to be less than the market value of underlying common stock at the inception of the notes. Therefore, the Company recognized a beneficial conversion feature for each of the notes in the amount of $516,920, $83,265 and $117,719 at October 31, 2013, November 30, 2013 and January 31, 2014, respectively. The discount is amortized over the life of the notes using the effective interest method. The Company amortized $87,395 of the discount on the convertible notes payable to interest expense during the nine months ended April 30, 2014. | |||||||||||||||
Conversions | |||||||||||||||
During nine months ended April 30, 2014, the holders of the convertible note payable dated March 31, 2013 converted $42,316 of principal and $17,864 of accrued interest into 3,000,000 shares of common stock. On the conversion date, the unamortized discount related to the beneficial conversion feature was amortized to interest expense. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
EQUITY TRANSACTIONS [Abstract] | ' | ' |
EQUITY TRANSACTIONS | ' | ' |
Note 7. Stockholders' Equity | NOTE 6. EQUITY TRANSACTIONS | |
Conversion of shares | Common Stock | |
During nine months ended April 30, 2014, the holders of our convertible notes elected to convert $42,316 of principal and $17,864 of accrued interest into shares of common stock of the Company. | On July 20, 2011, 45,000,000 shares of common stock of the Company were issued to the founder for $0.0002 per share for cash proceeds of $9,000. | |
On December 6, 2011, 17,250,000 shares of common stock of the Company were issued for $0.002 per share for cash proceeds of $34,500. | ||
On May 1, 2012, the Company effected a five-for-one forward stock split of its issued and outstanding common stock. All share and per share amounts have been retroactively restated for the forward split. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||
Jul. 31, 2013 | |||||||
INCOME TAXES [Abstract] | ' | ||||||
INCOME TAXES | ' | ||||||
NOTE 7. INCOME TAXES | |||||||
There are no current or deferred income tax expense or benefit for the years ended July 31, 2013 and 2012. | |||||||
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. | |||||||
Year ended July 31, | |||||||
2013 | 2012 | ||||||
Loss carry-forward deferred tax asset | $ | 199,000 | $ | 17,400 | |||
Valuation allowance | (199,000 | ) | (17,400 | ) | |||
$ | - | $ | - | ||||
The Company has a net operating loss carry-forward of $568,746. The Company has not recognized an income tax benefit for the period based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the current period presented is offset by a valuation allowance (100%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. |
COMMITTMENTS
COMMITTMENTS | 12 Months Ended |
Jul. 31, 2013 | |
COMMITTMENTS [Abstract] | ' |
COMMITTMENTS | ' |
NOTE 8. COMMITTMENTS | |
Rental expense for office operating leases was $5,030 and $0 during the years ended July 31, 2013 and 2012, respectively. The Company has rental commitments under non-cancellable operating leases of $16,398 and $15,032 during the years ending July 31, 2014 and 2015, respectively. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jul. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' | ' |
SUBSEQUENT EVENTS | ' | ' |
Note 8. Subsequent Events | NOTE 9. SUBSEQUENT EVENTS | |
During May 2014, the holders of the convertible promissory notes signed March 31, 2013 elected to convert $44,000 in principal and accrued interest into 2,200,000 shares of common stock of the Company. | On October 31, 2013, the Company signed a convertible promissory note which refinanced non-interest bearing advances from Vista View Ventures Inc. in the amount of $516,920 into a convertible note payable. The convertible promissory note bears interest at 10% per annum and is payable along with accrued interest on October 31, 2015. The convertible promissory note is convertible into common stock at the option of the holder at the rate of $0.02 per share. The holder of the note may not convert the convertible promissory note into common stock if that conversion would result in the holder owning more than 4.99% of the number of shares of common stock outstanding on the conversion date. | |
During June and July 2014, holders of the convertible promissory notes elected to convert $211,835 in principal and accrued interest into 9,500,000 shares of common stock of the Company. | ||
On July 31, 2014, the Company signed a convertible promissory note of $401,075 with Vista View Ventures Inc., which refinanced non-interest bearing advances. This note is payable at maturity and bears interest at 10% per annum. The holder of the note may not convert the convertible promissory note into common stock if that conversion would result in the holder owing more than 4.99% of the number of shares of common stock outstanding on the conversion date. The convertible promissory note is convertible into common stock at the option of the holder. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies) | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014 | Jul. 31, 2013 | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES [Abstract] | ' | ' | ||||
Interim Financial Statements | ' | ' | ||||
Interim Financial Statements | ||||||
The accompanying these unaudited financial statements have been prepared in accordance with generally accepted accounting ("GAAP") principles in the United States of America 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 generally accepted accounting principles 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, 2013 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 nine month period ended April 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2014. | ||||||
Principles of Consolidation | ' | ' | ||||
Principals of Consolidation | Principles of Consolidation | |||||
The consolidated financial statements include the accounts Aristocrat Group Corp. and our wholly-owned subsidiaries, Level Two Holdings, LLC; Luxuria Brands LLC; and Top Shelf Distributing LLC. All intercompany accounts and transactions are eliminated upon consolidation. | The consolidated financial statements include the accounts Aristocrat Group Corp. and our wholly-owned subsidiaries, Aristocrat Brands LLC and Top Shelf Distributing LLC. All intercompany accounts and transactions are eliminated in consolidation. | |||||
Basis of Presentation | ' | ' | ||||
Basis of Presentation | ||||||
The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with GAAP. | ||||||
Cash and Cash Equivalents | ' | ' | ||||
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 $49,511 and $205,153 at April 30, 2014 and July 31, 2013, respectively. | For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. | |||||
Inventory | ' | ' | ||||
Inventory | ||||||
Inventory consists solely of finished goods, which is made up entirely of bottled vodka. Inventory is recorded at weighted average cost. | ||||||
Revenue Recognition | ' | ' | ||||
Revenue Recognition | ||||||
The Company follows recognizes 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. | ||||||
Development Stage Company | ' | ' | ||||
Development Stage Company | ||||||
The Company was a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities" until July 31, 2013. In September 2013, the Company began to recognize recurring revenue from the sales of vodka and exited the development stage. | ||||||
Earnings (Loss) per Common Share | ' | ' | ||||
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share | |||||
The basic earnings (loss) per common share are calculated by dividing the Company's 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 Company's 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. 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 Company's convertible debt is considered anti-dilutive due to the Company's net loss for the three and nine months ended April 30, 2014 and 2013. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three and nine months ended April 30, 2014 and 2013, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At April 30, 2014, the Company had 54,104,048 potentially issuable shares upon the conversion of convertible notes payable and interest. | The basic earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's 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 diluted shares outstanding for any periods reported. | |||||
Income Taxes | ' | ' | ||||
Deferred Income Taxes and Valuation Allowance | Income Taxes | |||||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of April 30, 2014 or July 31, 2013. | Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||
For financial statement purposes, we recognize the impact of an uncertain income tax position on the income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has not recognized any penalties or interest related to income tax obligations. | ||||||
Financial Instruments | ' | ' | ||||
Financial Instruments | Financial Instruments | |||||
The Company's 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 entity's 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: | |||||
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 entity's 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: | ||||||
● | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |||||
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 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. | |||
Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. | Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2013. 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, prepaid expenses, accounts payable and accrued expenses, and convertible note payable. The fair value of the Company's convertible notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | ||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2014. 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 Company's 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. | ||||||
Advertising | ' | ' | ||||
Advertising | Advertising | |||||
The company expenses advertising as general and administrative expense when incurred. Advertising expenses for the nine months ended April 30, 2014 and 2013 were $185,735 and $0, respectively. | The Company expenses advertising as incurred. During the years ending July 31, 2013 and 2012, the Company incurred $40,000 and $0, respectively, of advertising expenses. | |||||
Use of Estimates | ' | ' | ||||
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. | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. | |||||
Subsequent Events | ' | ' | ||||
Subsequent Events | ||||||
The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration. | ||||||
Recently Issued Accounting Pronouncements | ' | ' | ||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |||||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. | The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | |||||||||||||
Apr. 30, 2014 | ||||||||||||||
CONVERTIBLE NOTE PAYABLE [Abstract] | ' | |||||||||||||
Schedule of Convertible Notes Payable | ' | |||||||||||||
Convertible notes payable consist of the following as of April 30, 2014 and July 31, 2013: | ||||||||||||||
Signed | Matures | Interest | Conversion | Balance | Balance | |||||||||
Rate | Rate | Apr. 30, 2014 | Jul. 31, 2013 | |||||||||||
31-Mar-13 | 31-Mar-15 | 10% | $0.02 | $ | 124,759 | $ | 167,075 | |||||||
31-Oct-13 | 31-Oct-15 | 10% | $0.02 | 516,920 | - | |||||||||
November 31, 2013 | November 31, 2015 | 10% | $0.01 | 83,265 | - | |||||||||
31-Jan-14 | 31-Jan-16 | 10% | $0.01 | 117,719 | - | |||||||||
Total | $ | 842,663 | $ | 167,075 | ||||||||||
Less: current portion of convertible notes payable | (124,759 | ) | - | |||||||||||
Less: discount on convertible notes payable | (674,252 | ) | (139,153 | ) | ||||||||||
Long-term convertible notes payable, net of discount | $ | 43,652 | $ | 27,922 | ||||||||||
Schedule of Promissory notes | ' | |||||||||||||
Date Issued | Maturity Date | Note Amount | Conversion Rate | Beneficial Conversion Feature | ||||||||||
per Share | ||||||||||||||
31-Oct-13 | 31-Oct-15 | $ | 516,920 | $ | 0.02 | $ | 516,920 | |||||||
30-Nov-13 | November 31, 2015 | 83,265 | 0.01 | 83,265 | ||||||||||
31-Jan-14 | 31-Jan-16 | 117,719 | 0.01 | 117,719 | ||||||||||
Total | $ | 717,904 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||
Jul. 31, 2013 | |||||||
INCOME TAXES [Abstract] | ' | ||||||
Provision for Income Taxes | ' | ||||||
Year ended July 31, | |||||||
2013 | 2012 | ||||||
Loss carry-forward deferred tax asset | $ | 199,000 | $ | 17,400 | |||
Valuation allowance | (199,000 | ) | (17,400 | ) | |||
$ | - | $ | - |
GENERAL_ORGANIZATION_AND_BUSIN1
GENERAL ORGANIZATION AND BUSINESS (Details) (USD $) | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 31, 2012 |
GENERAL ORGANIZATION AND BUSINESS [Abstract] | ' | ' | ' |
Accumulated deficit since inception | $1,392,903 | $568,746 | $51,375 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2011 | Jul. 19, 2011 | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES [Abstract] | ' | ' | ' | ' | ' | ' |
Advertising expense | $185,735 | ' | $40,000 | ' | ' | ' |
Cash and cash equivalents | $49,511 | $112,539 | $205,154 | $1,243 | $8,900 | ' |
Potentially issuable shares upon the conversion of convertible notes payable | 54,104,048 | ' | ' | ' | ' | ' |
PREPAID_EXPENSES_Details
PREPAID EXPENSES (Details) (USD $) | Jul. 31, 2013 |
PREPAID EXPENSES [Abstract] | ' |
Prepaid expenses to vendor | $82,010 |
Prepaid rent and consulting | $6,599 |
ADVANCES_Details
ADVANCES (Details) (USD $) | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | |
ADVANCES [Abstract] | ' | ' | ' | ' | ' |
Proceeds from advances | $405,484 | $442,775 | $677,330 | $6,665 | $683,995 |
Advances payable | $204,500 | ' | $516,920 | $6,665 | $516,920 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||
Jan. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | |
CONVERTIBLE NOTE PAYABLE [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note payable | ' | ' | ' | $167,075 | $717,904 | ' | ' | ' | ' |
Notes interest rate | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' |
Maximum ownership percentage allowed afer converting | ' | ' | ' | 4.99% | 4.99% | ' | ' | ' | ' |
Beneficial Conversion Feature | 117,719 | 83,265 | 516,920 | ' | 717,904 | 167,075 | 167,075 | ' | 167,075 |
Amortization of discount on convertible note payable | ' | ' | ' | ' | 87,395 | 6,866 | 27,922 | ' | 27,922 |
Convertible notes payable converted, principal | ' | ' | ' | ' | 42,316 | ' | ' | ' | ' |
Accrued interest converted | ' | ' | ' | ' | $17,864 | ' | ' | ' | ' |
Shares issued for conversion of notes payable, shares | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' |
Convertible_Notes_Payable_Sche
Convertible Notes Payable (Schedule of Convertible notes payable) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2013 | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Apr. 30, 2014 | Jul. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | |
Convertible note payable, dated March 31, 2013 [Member] | Convertible note payable, dated March 31, 2013 [Member] | Convertible note payable, dated October 31, 2013 [Member] | Convertible note payable, dated November 30, 2013 [Member] | Convertible note payable, dated January 31, 2014 [Member] | |||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total convertible notes payable | ' | $842,663 | $167,075 | ' | $124,759 | $167,075 | $516,920 | $83,265 | $117,719 |
Less: current portion of convertible notes payable | ' | -124,759 | ' | ' | ' | ' | ' | ' | ' |
Less: discount on convertible notes payable | ' | -674,252 | -139,153 | ' | ' | ' | ' | ' | ' |
Long-term convertible notes payable, net of discount | ' | $43,652 | $27,922 | ' | ' | ' | ' | ' | ' |
Notes interest rate | 10.00% | 10.00% | ' | ' | 10.00% | ' | 10.00% | 10.00% | 10.00% |
Maturity date | 31-Mar-15 | ' | ' | ' | 31-Mar-15 | ' | 31-Oct-15 | 30-Nov-15 | 31-Jan-16 |
Debt conversion, price per share | $0.02 | ' | ' | ' | $0.02 | ' | $0.02 | $0.01 | $0.01 |
Convertible_Notes_Payable_Sche1
Convertible Notes Payable (Schedule of convertible promissory notes) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | ||||
Jan. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | 31-Mar-15 | ' | ' | ' | ' |
Convertible note payable | ' | ' | ' | $167,075 | $717,904 | ' | ' | ' |
Conversion Rate per Share | ' | ' | ' | $0.02 | ' | ' | ' | ' |
Beneficial Conversion Feature | 117,719 | 83,265 | 516,920 | ' | 717,904 | 167,075 | 167,075 | 167,075 |
October 31, 2013 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | 31-Oct-15 | ' | ' | ' |
Convertible note payable | ' | ' | ' | ' | 516,920 | ' | ' | ' |
Conversion Rate per Share | ' | ' | ' | ' | $0.02 | ' | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | 516,920 | ' | ' | ' |
November 30, 2013 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | 30-Nov-15 | ' | ' | ' |
Convertible note payable | ' | ' | ' | ' | 83,265 | ' | ' | ' |
Conversion Rate per Share | ' | ' | ' | ' | $0.01 | ' | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | 83,265 | ' | ' | ' |
January 31, 2014 [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | 31-Jan-16 | ' | ' | ' |
Convertible note payable | ' | ' | ' | ' | 117,719 | ' | ' | ' |
Conversion Rate per Share | ' | ' | ' | ' | $0.01 | ' | ' | ' |
Beneficial Conversion Feature | ' | ' | ' | ' | $117,719 | ' | ' | ' |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jul. 31, 2011 | Dec. 31, 2012 | 31-May-12 | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 19, 2011 | |
EQUITY TRANSACTIONS [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 65,250,000 | 62,250,000 | 62,250,000 | 62,250,000 | 45,000,000 |
Proceeds from issuance of common stock | $9,000 | $34,500 | ' | ' | ' | $34,500 | $43,500 | ' |
Issuance of common stock in exchange for cash, shares | ' | 17,250,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, price per share | $0.00 | ' | ' | ' | ' | $0.00 | ' | ' |
Stock split description | ' | ' | 'Five-for-one forward stock split | ' | ' | ' | ' | ' |
Convertible notes payable converted, principal | ' | ' | ' | 42,316 | ' | ' | ' | ' |
Accrued interest converted | ' | ' | ' | $17,864 | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Jul. 31, 2013 | Jul. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' |
Tax benefit at U.S. statutory rate | $199,000 | $17,400 |
Valuation allowance | -199,000 | -17,400 |
Total | ' | ' |
Valuation allowance, percentage | 100.00% | ' |
Net operating loss carry-forward | $568,746 | ' |
COMMITTMENTS_Details
COMMITTMENTS (Details) (USD $) | 12 Months Ended | |
Jul. 31, 2013 | Jul. 31, 2012 | |
COMMITTMENTS [Abstract] | ' | ' |
Rental expense for office operating leases | $5,030 | ' |
Rental commitments for 2014 | 16,398 | ' |
Rental commitments for 2015 | $15,032 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | |||
Mar. 31, 2013 | Apr. 30, 2014 | Apr. 30, 2013 | Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | 31-May-14 | Oct. 31, 2013 | Jul. 31, 2014 | Jul. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||
Convertible note payable, dated July 31, 2014 [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinancing of advances into convertible note payable | ' | $717,904 | $167,075 | $167,075 | ' | $167,075 | ' | $516,920 | ' | ' |
Convertible note payable | 167,075 | 717,904 | ' | ' | ' | ' | ' | ' | ' | 401,075 |
Notes interest rate | 10.00% | 10.00% | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Maturity date | 31-Mar-15 | ' | ' | ' | ' | ' | ' | 31-Oct-15 | ' | ' |
Maximum ownership percentage allowed afer converting | 4.99% | 4.99% | ' | ' | ' | ' | ' | 4.99% | ' | 4.99% |
Debt conversion, price per share | $0.02 | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' |
Shares issued for conversion of debt | ' | $60,000 | ' | ' | ' | ' | $44,000 | ' | $211,835 | ' |
Shares issued for conversion of notes payable, shares | ' | 3,000,000 | ' | ' | ' | ' | 2,200,000 | ' | 9,500,000 | ' |