Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Nov. 09, 2015 | Jan. 31, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | ARISTOCRAT GROUP CORP. | ||
Entity Central Index Key | 1,527,027 | ||
Document Type | 10-K | ||
Trading Symbol | ASCC | ||
Document Period End Date | Jul. 31, 2015 | ||
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 Public Float | $ 1,952,089 | ||
Entity Common Stock, Shares Outstanding | 2,655,557 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 7,411 | $ 13,103 |
Accounts receivable | 8,585 | 7,770 |
Prepaid expenses | 37,103 | 57,168 |
Inventory | 10,365 | 14,906 |
Total current assets | 63,464 | $ 92,947 |
Fixed assets net of accumulated depreciation of $1,520 and $0, respectively | 6,615 | |
Security Deposits | 1,367 | $ 1,367 |
TOTAL ASSETS | 71,446 | 94,314 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 210,793 | $ 307,084 |
Current portion of convertible notes payable, net of discount of $512,883 and $0, respectively | 409,518 | |
Current portion of accrued interest payable | 85,275 | |
Total current liabilities | 705,586 | $ 307,084 |
Convertible notes payable, net of discount of $1,093,340 and $955,723, respectively. | 49,609 | 70,751 |
Accrued interest payable | 44,886 | $ 12,196 |
Accrued interest payable to related party | 5,611 | |
TOTAL LIABILITIES | $ 805,692 | $ 390,031 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $0.0010 par value; 480,000,000 and 480,000,000 shares authorized; 2,010,628 and 780,418 shares issued and outstanding at July 31, 2015 and July 31, 2014, respectively | $ 2,011 | $ 780 |
Preferred Stock, $0.0010 stated value; 20,000,000 shares authorized; 1,000,000 shares issued and outstanding at July 31, 2015 and July 31, 2014, respectively | 1,000 | |
Additional paid-in capital | 3,382,525 | $ 1,644,609 |
Accumulated deficit | (4,119,782) | (1,941,106) |
Total stockholders' equity (deficit) | (734,246) | (295,717) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 71,446 | $ 94,314 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jul. 31, 2015 | Jul. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 1,520 | $ 0 |
Current convertible notes payable discount | 512,883 | 0 |
Noncurrent convertible notes payable discount | $ 1,093,340 | $ 955,723 |
Common Stock, par value (in dollars per share) | $ 0.0010 | $ 0.0010 |
Common Stock, shares authorized | 480,000,000 | 480,000,000 |
Common Stock, shares issued | 2,010,628 | 780,418 |
Common Stock, shares outstanding | 2,010,628 | 780,418 |
Preferred Stock, (in dollars per share) | $ 0.0010 | $ 0.0010 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, shares issued | 1,000,000 | 1,000,000 |
Preferred Stock, shares outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUE | $ 114,433 | $ 26,539 |
COST OF GOODS SOLD | 94,210 | 25,334 |
GROSS PROFIT | 20,223 | 1,205 |
OPERATING EXPENSES | ||
Sales and marketing expenses | 480,612 | 382,165 |
General and administrative expenses | 1,079,373 | 626,125 |
LOSS FROM OPERATIONS | (1,539,762) | (1,007,085) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (638,914) | (365,275) |
NET LOSS | $ (2,178,676) | $ (1,372,360) |
NET LOSS PER COMMON SHARE - Basic and fully diluted (in dollars per share) | $ (2.20) | $ (2.12) |
COMMON SHARES OUTSTANDING Basic and fully diluted (in shares) | 988,456 | 647,245 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE BEGINNING at Jul. 20, 2011 | $ 622 | $ 209,953 | $ (568,746) | $ (358,171) | |
BALANCE BEGINNING (in shares) at Jul. 20, 2011 | 622,500 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for conversion of notes | $ 158 | 315,677 | 315,835 | ||
Common shares issued for conversion of notes (in shares) | 157,918 | ||||
Discount on issuance of convertible notes | $ 1,118,979 | 1,118,979 | |||
Net Loss | $ (1,372,360) | (1,372,360) | |||
BALANCE ENDING at Jul. 31, 2014 | $ 780 | $ 1,644,609 | $ (1,941,106) | (295,717) | |
BALANCE ENDING (in shares) at Jul. 31, 2014 | 780,418 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common shares issued for conversion of notes | $ 403 | 126,446 | $ 126,849 | ||
Common shares issued for conversion of notes (in shares) | 402,450 | 402,450 | |||
Common shares issued for conversion of notes to related party | $ 826 | 329,523 | $ 330,349 | ||
Common shares issued for conversion of notes to related party (in shares) | 825,872 | ||||
Discount on issuance of convertible notes | 1,142,949 | 1,142,949 | |||
Preferred shares issued for control transaction | $ 1,000 | 139,000 | $ 140,000 | ||
Preferred shares issued for control transaction (in shares) | 1,000,000 | ||||
Share rounding on reverse split | $ 2 | $ (2) | |||
Share rounding on reverse split (in shares) | 1,888 | ||||
Net Loss | $ (2,178,676) | $ (2,178,676) | |||
BALANCE ENDING at Jul. 31, 2015 | $ 2,011 | $ 3,382,525 | $ (4,119,782) | $ (734,246) | |
BALANCE ENDING (in shares) at Jul. 31, 2015 | 2,010,628 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,178,676) | $ (1,372,360) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 492,449 | $ 302,409 |
Depreciation & amortization | 1,520 | |
Preferred stock issued for control transaction | 140,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (815) | $ (7,770) |
Inventory | 4,541 | (14,906) |
Prepaid expenses | 20,065 | 31,441 |
Accounts payable and accrued liabilities | 233,945 | 204,210 |
Accrued interest payable | 140,854 | $ 62,867 |
Accrued interest payable to related party | 5,611 | |
NET CASH USED IN OPERATING ACTIVITIES | (1,140,506) | $ (794,109) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (8,135) | |
NET CASH USED IN INVESTING ACTIVITIES | (8,135) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances | 1,142,949 | $ 602,059 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,142,949 | 602,059 |
NET INCREASE (DECREASE) IN CASH | (5,692) | (192,050) |
CASH, at the beginning of the period | 13,103 | 205,153 |
CASH, at the end of the period | $ 7,411 | $ 13,103 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | $ 1,142,949 | $ 1,118,979 |
Beneficial conversion on convertible note payable | 1,142,949 | 1,118,979 |
Conversion of convertible notes payable | 126,849 | $ 315,835 |
Conversion of convertible notes payable to related party | 330,349 | |
Convertible note issued for reduction in accounts payable | $ 330,349 |
General Organization and Busine
General Organization and Business | 12 Months Ended |
Jul. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business Overview Aristocrat Group Corp. was incorporated on July 20, 2011 in Florida. On April 1, 2015, the Company reincorporated from Florida to Nevada. The Companys board of directors and majority shareholder consented to the reincorporation. Each of our shareholders on the record date received one share of the Nevada companys common stock for each 100 shares of common stock they own in the Florida company. Fractional shares will be rounded up to the next whole share, and each shareholder received at least five shares. The Nevada company is authorized to issue 480 million shares of common stock and 20 million shares of preferred stock, each with a par value of $0.001 per share. The board of directors and officers of the Nevada company consists of the same persons who are currently directors and officers On February 3, 2015, our board of directors adopted the 2015 Omnibus Equity Incentive Plan. 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). Our fiscal year end is July 31. |
Going Concern
Going Concern | 12 Months Ended |
Jul. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern For the year ended July 31, 2015, the Company had a net loss of $2,178,676 and negative cash flow from operating activities of $1,140,506. As of July 31, 2015, the Company had negative working capital of $642,122. 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 fully 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies The significant accounting policies that the Company follows are: Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Principles of Consolidation The consolidated financial statements include the accounts and operations of Aristocrat Group Corp., and its wholly owned subsidiaries Luxuria Brands, LLC; Level Two Holdings, LLC; and Top Shelf Distributing, LLC (collectively referred to as the Company). All material intercompany accounts and transactions are eliminated in consolidation. 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. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. 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 $7,411 and $13,103 at July 31, 2015 and July 31, 2014, respectively. Accounts Receivable Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9, losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customers current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a clients ability to pay. Bad debt expense is included in general and administrative expenses, if any. Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of July 31, 2015 and 2014, the Company had no allowance for bad debt. Inventory Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost. Fixed Assets Our fixed assets include a trailer which was acquired during the year ended July 31, 2015. We depreciate the trailer over a five-year life using the straight-line depreciation method. During the year ended July 31, 2015, we recognized depreciation expense of $1,520. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value. During the years ended July 31, 2015 and 2014, the Company has not recognized any impairment loss. Revenue Recognition The Company follows ASC 605, Revenue Recognition Sales of RWB Vodka are recognized when the product has been delivered to the purchaser. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes 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 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 year ended July 31, 2015 and 2014. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended July 31, 2015 and 2014, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At July 31, 2015, the Company had 148,683,079 potentially issuable shares upon the conversion of convertible notes payable and interest. Related Parties The Company follows ASC 850, Related Party Disclosures 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 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 July 31, 2015. 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 year ended July 31, 2015, two customers generated 53% and 10% of our revenue. During the year ended July 31, 2014, those same customers generated 0% and 100% of our revenue. As of July 31, 2015, those two customers represented 95% and 0% of accounts receivable. All accounts receivable from these customers were received subsequent to the end of the period. All of the Companys inventory was manufactured by a single supplier during the year ended July 31, 2015. 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. |
Advances
Advances | 12 Months Ended |
Jul. 31, 2015 | |
Advances | |
Advances | Note 4. Advances During the years ended July 31, 2015 and 2014, the Company received net, non-interest bearing advances from Vista View Ventures Inc. totaling $1,142,949 and $602,059, respectively. No amounts were due under these advances as of July 31, 2015 and July 31, 2014. These advances are not collateralized, non-interest bearing and are due on demand. The advances were paid from Vista View Ventures, Inc. to KM Delaney and Assoc. (See Note 9) (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. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible notes payable due to Vista View Ventures Inc. consisted of the following at July 31, 2015 and July 31, 2014: July 31, 2015 July 31, 2014 Convertible note in the original principal amount of $516,920, issued October 31, 2013 and due October 31, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.02 per share $ 320,342 $ 424,415 Convertible note in the original principal amount of $83,265, issued November 30, 2013 and due November 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 83,265 83,265 Convertible note in the original principal amount of $117,719, issued January 1, 2014 and due January 1, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 117,719 117,719 Convertible note in the original principal amount of $401,075, issued July 31, 2014 and due July 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 401,075 401,075 Convertible note in the original principal amount of $331,561, issued October 31, 2014 and due October 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 331,561 Convertible note in the original principal amount of $269,815, issued January 31, 2015 and due January 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.025 per share 269,815 Convertible note in the original principal amount of $266,112, issued April 30, 2015 and due April 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.90 per share 266,112 Convertible note in the original principal amount of $275,461, issued July 31, 2015 and due July 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.80 per share. 275,461 Total convertible notes payable 2,065,350 1,026,474 Less: current portion of convertible notes payable (922,401 ) Less: discount on noncurrent convertible notes payable (1,093,340 ) (955,723 ) Long-term convertible notes payable, net of discount $ 49,609 $ 70,751 Current portion of convertible notes payable 922,401 Less: discount on current convertible notes payable (512,883 ) Long-term convertible notes payable, net of discount $ 409,518 $ 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. In connection with the one-for-100 reverse common stock split on April 17, 2015, the conversion rates of the outstanding convertible notes payable were not modified. As a result, in the event all potentially issuable shares were converted, the holders of the existing notes at July 31, 2015 would be issued 148,669,051 shares of common stock representing approximately 98% of the Companys total shares outstanding on an if-converted basis. The holders of the notes are limited to holding no greater than 4.99% of the common stock at any time. Convertible notes issued During the year ended July 31, 2015, 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. Date Issued Maturity Date Interest Rate Conversion Rate Amount of Note Beneficial Conversion Discount October 31, 2014 October 31, 2016 10 % $ 0.01 $ 331,561 $ 331,561 January 31, 2015 January 31, 2017 10 % $ 0.01 269,815 269,815 April 30, 2015 April 30, 2017 10 % $ 0.90 266,112 266,112 July 31, 2015 July 31, 2017 10 % $ 0.80 275,461 275,461 Total $ $1,142,949 $ $1,142,949 During the year ended July 31, 2014, the Company signed convertible promissory notes of $1,118,979 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 rates of between $0.02 and $0.01 per share at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Per Share Amount of Note October 31, 2013 October 31, 2015 10 % $ 0.02 $ 516,920 November 30, 2013 November 30, 2015 10 % 0.01 83,265 January 31, 2014 January 31, 2016 10 % 0.01 117,719 July 31, 2014 July 31, 2016 10 % 0.01 401,075 Total $ 1,118,979 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 Conversions into Common Stock Vista View Ventures Inc. periodically sells or assigns a portion of its interest in the outstanding principal and interest of the Convertible Note Payable dated October 31, 2013 to three unrelated entities in accordance with the existing terms of the note. During the year ended July 31, 2015, Montego Blue Enterprises Corporation, THM Consulting Corp., and Jaxon Group Corp. received assignments of $61,440, $1,640 and $649, respectively. All of the debt assigned was converted into shares of common stock and is included in the table below. During year ended July 31, 2015, the holders of the Convertible Note Payable dated October 31, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.02 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. Date Amount Converted Number of Shares Issued December 8, 2014 $ 60,000 30,000 December 9, 2014 60,000 30,000 June 2, 2015 1,520 76,000 June 5, 2015 1,440 72,000 June 29, 2015 1,000 50,000 July 8, 2015 600 30,000 July 17, 2015 1,640 82,000 July 23, 2015 649 32,450 Total $ 126,849 402,450 During year ended July 31, 2014, the holders of the convertible note payable dated March 31, 2013 converted $167,075 of principal and $18,864 of accrued interest into 9,291,774 shares of common stock. Also, during the year ended July 31, 2014, the holders of the convertible note payable dated October 31, 2013 converted $92,505 of principal and $37,391 of accrued interest into 6,500,000 shares of common stock. On the conversion dates, the unamortized discount related to the beneficial conversion feature was amortized to interest expense. |
Convertible Note Payable to Rel
Convertible Note Payable to Related Party | 12 Months Ended |
Jul. 31, 2015 | |
Related Party Transactions [Abstract] | |
Convertible Note Payable to Related Party | Note 6. Convertible Note Payable to Related Party On March 31, 2015, we issued a convertible note payable for $330,349 to Bloise International Corporation (Bloise), a significant shareholder of the Company. The note proceeds were used to reduce our accounts payable by the same amount. The note matures on March 31, 2017. This note is unsecured, bears interest at 10% and is convertible into shares of common stock at a rate of $0.40 per share. As discussed below, all principal on the note was fully converted and is no longer outstanding as of July 31, 2015. The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 40, Derivatives and Hedging - Contracts in Entitys Own Stock Conversions into Common Stock On June 1, 2015, Bloise International Corporation elected to convert $330,349 of principal into 825,872 shares of our common stock at a rate of $0.40 per share. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. As of July 31, 2015, we owed Bloise $5,611 of accrued interest on the note. |
Debt Repayment Commitments
Debt Repayment Commitments | 12 Months Ended |
Jul. 31, 2015 | |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Debt Repayment Commitments | Note 7. Debt Repayment Commitments We have commitments to repay the following debt over the next five years: Year ended July 31, 2016 2017 2018 2019 2020 Total Convertible notes $ 922,401 $ 1,142,949 $ 2,065,350 Total $ 922,401 $ 1,142,949 $ 2,065,350 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jul. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8. Stockholders Equity Beneficial Conversion Discount on Convertible Notes Payable During the years ended July 31, 2015 and 2014, we recognized beneficial conversion discounts on issuance of convertible notes payable of $1,142,949 and $1,118,979, respectively. See Note 7. Conversion of shares During year ended July 31, 2015, we issued 402,450 shares of common stock as a result of conversions of convertible notes payable of $126,849. The conversions were effected by the original payee of the note or its subsequent assigns as discussed in Note 5 above. During the same period we issued 825,872 shares of common stock to Bloise as a result of a conversion of a convertible note payable of $330,349. During the year ended July 31, 2014, we issued 157,918 shares of common stock as a result of conversions of convertible notes payable of $315,835. Preferred Stock On June 12, 2015, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.001 and ranks subordinate to the Companys common stock. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E preferred stock to Bloise International Corporation, a Panama corporation whose beneficial owner is Ilya Solodov (Bloise), for compensation in a control transaction. Prior to this transaction, Bloise owned 1,275,872 shares of common stock, or approximately 62%, of the Company. These shares were valued at $140,000 which was the estimated market value of the Series E Preferred Stock on the date of the transaction. The market value was determined by estimating the market value of the controlling interest in a public company. |
Commitments
Commitments | 12 Months Ended |
Jul. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 9. Commitments During the years ended July 31, 2015 and 2014, KM Delaney & Assoc. (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 7.) and disburses those funds to the Company. During the years ended July 31, 2015 and 2014, KMDA billed the Company $198,858 and $169,060, respectively, for those services. At July 31, 2015, 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. |
The Jaxon Investment Agreement
The Jaxon Investment Agreement | 12 Months Ended |
Jul. 31, 2015 | |
Jaxon Investment Agreement | |
The Jaxon Investment Agreement | Note 10. The Jaxon Investment Agreement On September 15, 2014, we entered into an investment agreement (the Jaxon Investment Agreement) with Jaxon Group Corp., a Louisiana corporation (Jaxon). Pursuant to the terms of the Jaxon Investment Agreement, Jaxon committed to purchase up to $5,000,000 of our common stock over a period of up to thirty-six (36) months. In connection with the Jaxon Investment Agreement, we also entered into a registration rights agreement with Jaxon, pursuant to which we are obligated to file a registration statement with the SEC covering 10,000,000 shares of our common stock underlying the Jaxon Investment Agreement within 21 days after the closing of the transaction. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing of the transaction and maintain the effectiveness of such registration statement until termination of the Jaxon Investment Agreement. The proceeds to be received will depend upon the stock price immediately prior to the stock put being exercised. Jaxon will periodically purchase our common stock under the Jaxon Investment Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Jaxon to raise the same amount of funds, as our stock price declines. No amounts have been requested by the Company or funded under the Jaxon Investment Agreement. Jaxon is not obligated to purchase our common stock under the Jaxon Investment Agreement until the registration statement is declared effective. The registration statement was declared effective on December 8, 2014. On March 3, 2015, the Company withdrew the registration statement that registered the shares issuable under the Jaxon Investment Agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes There is no current or deferred income tax expense or benefit for the period ended July 31, 2015. 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. The items causing this difference for the periods ended July 31, 2015 and 2014 are as follows. July 31, 2015 July 31, 2014 Tax benefit at U.S. statutory rate $ 762,537 $ 466,602 Less: amortization of discount on convertible notes (172,357 ) (380,452 ) Less: stock based compensation (49,000 ) Less: valuation allowance (541,180 ) (86,150 ) Net tax benefit $ $ As of July 31, 2015, the Company has net operating loss carryforwards of approximately $4,142,000 which begin to expire in 2022. The use of our net operating loss carryforwards may be limited due to the change in control of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jul. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On August 14, 2015, the holder of our convertible note dated October 31, 2013 converted $840 of accrued interest into 42,000 shares of common stock. On August 24, 2015, the holders of our convertible note dated October 31, 2013 converted $1,770 of accrued interest into 88,500 shares of common stock. On September 1, 2015, the holder of our convertible note dated March 31, 2015 converted $5,611 of accrued interest into 14,029 restricted shares of common stock. On September 2, 2015, the holder of our convertible note dated October 31, 2013 converted $420 of accrued interest into 21,000 shares of common stock. On September 11, 2015, the holders of our convertible note dated October 31, 2013 converted $1,780 of accrued interest into 89,000 shares of common stock. On September 24, 2015, the holders of our convertible note dated October 31, 2013 converted $2,700 of accrued interest into 135,000 shares of common stock. On October 8, 2015, the holders of our convertible note dated October 31, 2013 converted $690 of accrued interest into 34,500 shares of common stock. On October 16, 2015, the holders of our convertible note dated October 31, 2013 converted $4,418 of accrued interest into 220,900 shares of common stock. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts and operations of Aristocrat Group Corp., and its wholly owned subsidiaries Luxuria Brands, LLC; Level Two Holdings, LLC; and Top Shelf Distributing, LLC (collectively referred to as the Company). All material intercompany accounts and transactions are eliminated in consolidation. |
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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. |
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 $7,411 and $13,103 at July 31, 2015 and July 31, 2014, respectively. |
Accounts Receivable | Accounts Receivable Pursuant to FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9, losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) Information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customers current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a clients ability to pay. Bad debt expense is included in general and administrative expenses, if any. Pursuant to FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of July 31, 2015 and 2014, the Company had no allowance for bad debt. |
Inventory | Inventory Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost. |
Fixed Assets | Fixed Assets Our fixed assets include a trailer which was acquired during the year ended July 31, 2015. We depreciate the trailer over a five-year life using the straight-line depreciation method. During the year ended July 31, 2015, we recognized depreciation expense of $1,520. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value. During the years ended July 31, 2015 and 2014, the Company has not recognized any impairment loss. |
Revenue Recognition | Revenue Recognition The Company follows ASC 605, Revenue Recognition Sales of RWB Vodka are recognized when the product has been delivered to the purchaser. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes |
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 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 year ended July 31, 2015 and 2014. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended July 31, 2015 and 2014, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At July 31, 2015, the Company had 148,683,079 potentially issuable shares upon the conversion of convertible notes payable and interest. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures |
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 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 July 31, 2015. 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 | Significant Concentrations During the year ended July 31, 2015, two customers generated 53% and 10% of our revenue. During the year ended July 31, 2014, those same customers generated 0% and 100% of our revenue. As of July 31, 2015, those two customers represented 95% and 0% of accounts receivable. All accounts receivable from these customers were received subsequent to the end of the period. All of the Companys inventory was manufactured by a single supplier during the year ended July 31, 2015. 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 | 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 (Tabl
Convertible notes payable (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable due to Vista View Ventures Inc. consisted of the following at July 31, 2015 and July 31, 2014: July 31, 2015 July 31, 2014 Convertible note in the original principal amount of $516,920, issued October 31, 2013 and due October 31, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.02 per share $ 320,342 $ 424,415 Convertible note in the original principal amount of $83,265, issued November 30, 2013 and due November 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 83,265 83,265 Convertible note in the original principal amount of $117,719, issued January 1, 2014 and due January 1, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 117,719 117,719 Convertible note in the original principal amount of $401,075, issued July 31, 2014 and due July 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 401,075 401,075 Convertible note in the original principal amount of $331,561, issued October 31, 2014 and due October 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share 331,561 Convertible note in the original principal amount of $269,815, issued January 31, 2015 and due January 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.025 per share 269,815 Convertible note in the original principal amount of $266,112, issued April 30, 2015 and due April 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.90 per share 266,112 Convertible note in the original principal amount of $275,461, issued July 31, 2015 and due July 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.80 per share. 275,461 Total convertible notes payable 2,065,350 1,026,474 Less: current portion of convertible notes payable (922,401 ) Less: discount on noncurrent convertible notes payable (1,093,340 ) (955,723 ) Long-term convertible notes payable, net of discount $ 49,609 $ 70,751 Current portion of convertible notes payable 922,401 Less: discount on current convertible notes payable (512,883 ) Long-term convertible notes payable, net of discount $ 409,518 $ |
Schedule of convertible notes issued | Date Issued Maturity Date Interest Rate Conversion Rate Amount of Note Beneficial Conversion Discount October 31, 2014 October 31, 2016 10 % $ 0.01 $ 331,561 $ 331,561 January 31, 2015 January 31, 2017 10 % $ 0.01 269,815 269,815 April 30, 2015 April 30, 2017 10 % $ 0.90 266,112 266,112 July 31, 2015 July 31, 2017 10 % $ 0.80 275,461 275,461 Total $ $1,142,949 $ $1,142,949 Date Issued Maturity Date Interest Rate Conversion Rate Per Share Amount of Note October 31, 2013 October 31, 2015 10 % $ 0.02 $ 516,920 November 30, 2013 November 30, 2015 10 % 0.01 83,265 January 31, 2014 January 31, 2016 10 % 0.01 117,719 July 31, 2014 July 31, 2016 10 % 0.01 401,075 Total $ 1,118,979 |
Schedule of conversions into common stock | Date Amount Converted Number of Shares Issued December 8, 2014 $ 60,000 30,000 December 9, 2014 60,000 30,000 June 2, 2015 1,520 76,000 June 5, 2015 1,440 72,000 June 29, 2015 1,000 50,000 July 8, 2015 600 30,000 July 17, 2015 1,640 82,000 July 23, 2015 649 32,450 Total $ 126,849 402,450 |
Debt Repayment Commitments (Tab
Debt Repayment Commitments (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
Schedule of debt repayment commitments | We have commitments to repay the following debt over the next five years: Year ended July 31, 2016 2017 2018 2019 2020 Total Convertible notes $ 922,401 $ 1,142,949 $ 2,065,350 Total $ 922,401 $ 1,142,949 $ 2,065,350 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes | The items causing this difference for the periods ended July 31, 2015 and 2014 are as follows. July 31, 2015 July 31, 2014 Tax benefit at U.S. statutory rate $ 762,537 $ 466,602 Less: amortization of discount on convertible notes (172,357 ) (380,452 ) Less: stock based compensation (49,000 ) Less: valuation allowance (541,180 ) (86,150 ) Net tax benefit $ $ |
General Organization and Busi23
General Organization and Business (Details Narrative) - $ / shares | Apr. 17, 2015 | Jul. 31, 2015 | Jul. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Description of reverse stock split | 1-for-100 | Each of our shareholders on the record date received one share of the Nevada companys common stock for each 100 shares of common stock they own in the Florida company. Fractional shares will be rounded up to the next whole share, and each shareholder received at least five shares. | |
Common stock, authorized | 480,000,000 | 480,000,000 | |
Preferred stock, authorized | 20,000,000 | 20,000,000 | |
Common stock, par value per share (in dollars per share) | $ 0.0010 | $ 0.0010 | |
Preferred stock, par value per share (in dollars per share) | $ 0.0010 | $ 0.0010 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | 36 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (2,178,676) | $ (1,372,360) | $ (1,372,360) |
Cash flow from operations | (1,140,506) | $ (794,109) | |
Working capital | $ (642,122) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2013 | |
Cash and cash equivalents | $ 7,411 | $ 13,103 | $ 205,153 |
Useful life | 5 years | ||
Depreciation expense | $ 1,520 | ||
Potentially issuable shares upon the conversion of convertible notes payable and interest | 148,683,079 | ||
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member] | |||
Percentage of concentration risk | 53.00% | 0.00% | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member] | |||
Percentage of concentration risk | 10.00% | 100.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||
Percentage of concentration risk | 95.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | |||
Percentage of concentration risk | 0.00% |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Proceeds from advances | $ 1,142,949 | $ 602,059 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | ||
Proceeds from advances | $ 1,142,949 | $ 602,059 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Apr. 17, 2015 | Jul. 31, 2015 | Jul. 31, 2014 |
Amortization of debt discount | $ 492,449 | $ 302,409 | |
Reserve stock split ratio | 1-for-100 | Each of our shareholders on the record date received one share of the Nevada companys common stock for each 100 shares of common stock they own in the Florida company. Fractional shares will be rounded up to the next whole share, and each shareholder received at least five shares. | |
Number of common shares issued upon conversion | 148,669,051 | ||
Percentage of common stock outstanding | 98.00% | ||
10% Convertible Note Payable Due October 31, 2015 [Member] | |||
Number of common shares issued upon conversion | 402,450 | 6,500,000 | |
Debt instrument, accrued interest | $ 37,391 | ||
Debt instrument, principal balance | $ 92,505 | ||
10% Convertible Note Payable Due March 31, 2015 [Member] | |||
Number of common shares issued upon conversion | 9,291,774 | ||
Debt instrument, accrued interest | $ 18,864 | ||
Debt instrument, principal balance | 167,075 | ||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | |||
Total convertible notes payable | $ 1,142,949 | $ 1,118,979 | |
Maximum percentage of ownership interest | 4.99% | 4.99% | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||
Total convertible notes payable | $ 320,342 | $ 424,415 | |
Conversion price | $ 0.02 | $ 0.02 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | Maximum [Member] | |||
Conversion price | 0.02 | ||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | Minimum [Member] | |||
Conversion price | $ 0.01 | ||
Montego Blue Enterprises Corporation [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||
Total convertible notes payable | $ 61,440 | ||
THM Consulting Corp [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||
Total convertible notes payable | 1,640 | ||
Jaxon Group Corp [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | |||
Total convertible notes payable | $ 649 |
Convertible Notes Payable (De28
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Less: discount on noncurrent convertible notes payable | $ 1,093,340 | $ 955,723 |
Long-term convertible notes payable, net of discount | 49,609 | 70,751 |
Less: discount on current portion of convertible notes payable | 512,883 | $ 0 |
Long-term convertible notes payable, net of discount | 409,518 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | ||
Total convertible notes payable | 1,142,949 | $ 1,118,979 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | ||
Debt instrument, face amount | $ 516,920 | |
Issuance Date | Oct. 31, 2013 | Oct. 31, 2013 |
Conversion Price (in dollars per share) | $ 0.02 | $ 0.02 |
Total convertible notes payable | $ 320,342 | $ 424,415 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due November 30, 2015 [Member] | ||
Debt instrument, face amount | $ 83,265 | |
Issuance Date | Nov. 30, 2013 | Nov. 30, 2013 |
Conversion Price (in dollars per share) | $ .01 | $ 0.01 |
Total convertible notes payable | $ 83,265 | $ 83,265 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due January 1, 2016 [Member] | ||
Debt instrument, face amount | $ 117,719 | |
Issuance Date | Jan. 1, 2014 | |
Conversion Price (in dollars per share) | $ 0.01 | |
Total convertible notes payable | $ 117,719 | $ 117,719 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due July 31, 2016 [Member] | ||
Debt instrument, face amount | $ 401,075 | |
Issuance Date | Jul. 31, 2014 | Jul. 31, 2014 |
Conversion Price (in dollars per share) | $ 0.01 | $ 0.01 |
Total convertible notes payable | $ 401,075 | $ 401,075 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2016 [Member] | ||
Debt instrument, face amount | $ 331,561 | |
Issuance Date | Oct. 31, 2014 | |
Conversion Price (in dollars per share) | $ 0.01 | |
Total convertible notes payable | $ 331,561 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due January 31, 2017 [Member] | ||
Debt instrument, face amount | $ 269,815 | |
Issuance Date | Jan. 31, 2015 | |
Conversion Price (in dollars per share) | $ 0.025 | |
Total convertible notes payable | $ 269,815 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due April 30, 2017 [Member] | ||
Debt instrument, face amount | $ 266,112 | |
Issuance Date | Apr. 30, 2015 | |
Conversion Price (in dollars per share) | $ 0.90 | |
Total convertible notes payable | $ 266,112 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due July 31, 2017 [Member] | ||
Debt instrument, face amount | $ 275,461 | |
Issuance Date | Jul. 31, 2015 | |
Conversion Price (in dollars per share) | $ 0.80 | |
Total convertible notes payable | $ 275,461 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | Convertible Notes Payable [Member] | ||
Total convertible notes payable | 2,065,350 | $ 1,026,474 |
Less: current portion of convertible notes payable | (922,401) | |
Less: discount on noncurrent convertible notes payable | (1,093,340) | $ (955,723) |
Long-term convertible notes payable, net of discount | 49,609 | $ 70,751 |
Current portion of convertible notes payable | (922,401) | |
Less: discount on current portion of convertible notes payable | (512,883) | |
Long-term convertible notes payable, net of discount | $ 409,518 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details 1) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Beneficial conversion discount | $ 1,142,949 | $ 1,118,979 |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | ||
Total convertible notes payable | 1,142,949 | $ 1,118,979 |
Beneficial conversion discount | 1,142,949 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due October 31, 2016 [Member] | ||
Total convertible notes payable | $ 331,561 | |
Conversion Price (in dollars per share) | $ 0.01 | |
Issuance Date | Oct. 31, 2014 | |
Beneficial conversion discount | $ 331,561 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due January 31, 2017 [Member] | ||
Total convertible notes payable | $ 269,815 | |
Conversion Price (in dollars per share) | $ 0.025 | |
Issuance Date | Jan. 31, 2015 | |
Beneficial conversion discount | $ 269,815 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due April 30, 2017 [Member] | ||
Total convertible notes payable | $ 266,112 | |
Conversion Price (in dollars per share) | $ 0.90 | |
Issuance Date | Apr. 30, 2015 | |
Beneficial conversion discount | $ 266,112 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Payable Due July 31, 2017 [Member] | ||
Total convertible notes payable | $ 275,461 | |
Conversion Price (in dollars per share) | $ 0.80 | |
Issuance Date | Jul. 31, 2015 | |
Beneficial conversion discount | $ 275,461 |
Convertible Notes Payable (De30
Convertible Notes Payable (Details 2) - Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Total convertible notes payable | $ 1,142,949 | $ 1,118,979 |
10% Convertible Note Payable Due October 31, 2015 [Member] | ||
Total convertible notes payable | $ 320,342 | $ 424,415 |
Conversion Price (in dollars per share) | $ 0.02 | $ 0.02 |
Issuance Date | Oct. 31, 2013 | Oct. 31, 2013 |
10% Convertible Note Payable Due November 30, 2015 [Member] | ||
Total convertible notes payable | $ 83,265 | $ 83,265 |
Conversion Price (in dollars per share) | $ .01 | $ 0.01 |
Issuance Date | Nov. 30, 2013 | Nov. 30, 2013 |
10% Convertible Note Payable Due January 31, 2016 [Member] | ||
Total convertible notes payable | $ 117,719 | |
Conversion Price (in dollars per share) | $ 0.01 | |
Issuance Date | Jan. 31, 2014 | |
10% Convertible Note Payable Due July 31, 2016 [Member] | ||
Total convertible notes payable | $ 401,075 | $ 401,075 |
Conversion Price (in dollars per share) | $ 0.01 | $ 0.01 |
Issuance Date | Jul. 31, 2014 | Jul. 31, 2014 |
Convertible Notes Payable (De31
Convertible Notes Payable (Details 3) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Debt amount converted | $ 126,849 | $ 315,835 |
Number of common shares issued upon conversion | 148,669,051 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | ||
Debt amount converted | $ 126,849 | |
Number of common shares issued upon conversion | 402,450 | 6,500,000 |
10% Convertible Note Payable Due October 31, 2015 [Member] | December 8, 2014 [Member] | ||
Debt amount converted | $ 60,000 | |
Number of common shares issued upon conversion | 30,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | December 9, 2014 [Member] | ||
Debt amount converted | $ 60,000 | |
Number of common shares issued upon conversion | 30,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | June 2, 2015 [Member] | ||
Debt amount converted | $ 1,520 | |
Number of common shares issued upon conversion | 76,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | June 5, 2015 [Member] | ||
Debt amount converted | $ 1,440 | |
Number of common shares issued upon conversion | 72,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | June 29, 2015 [Member] | ||
Debt amount converted | $ 1,000 | |
Number of common shares issued upon conversion | 50,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | July 8, 2015 [Member] | ||
Debt amount converted | $ 600 | |
Number of common shares issued upon conversion | 30,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | July 17, 2015 [Member] | ||
Debt amount converted | $ 1,640 | |
Number of common shares issued upon conversion | 82,000 | |
10% Convertible Note Payable Due October 31, 2015 [Member] | July 23, 2015 [Member] | ||
Debt amount converted | $ 649 | |
Number of common shares issued upon conversion | 32,450 |
Convertible Note Payable to R32
Convertible Note Payable to Related Party (Details Narrative) - USD ($) | Jun. 01, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Mar. 31, 2015 |
Debt amount converted | $ 126,849 | $ 315,835 | ||
Number of common shares issued upon conversion | 148,669,051 | |||
Bloise International Corporation [Member] | ||||
Conversion Price (in dollars per share) | $ 0.40 | |||
Debt amount converted | $ 330,349 | |||
Number of common shares issued upon conversion | 825,872 | |||
Debt instrument, accrued interest | $ 5,611 | |||
10% Convertible Note Payable Due March 31, 2017 [Member] | Bloise International Corporation [Member] | ||||
Total convertible notes payable | $ 330,349 | |||
Conversion Price (in dollars per share) | $ 0.40 |
Debt Repayment Commitments (Det
Debt Repayment Commitments (Details) | Jul. 31, 2015USD ($) |
2,016 | $ 922,401 |
2,017 | $ 1,142,949 |
2,018 | |
2,019 | |
2,020 | |
Total | $ 2,065,350 |
Convertible Notes Payable [Member] | |
2,016 | 922,401 |
2,017 | $ 1,142,949 |
2,018 | |
2,019 | |
2,020 | |
Total | $ 2,065,350 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 12, 2015 | Jun. 01, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2014 |
Discount on issuance of convertible notes | $ 1,142,949 | $ 1,118,979 | $ 1,118,979 | ||
Common shares issued for conversion of notes (in shares) | 402,450 | 157,918 | |||
Common shares issued for conversion of notes | $ 126,849 | $ 315,835 | $ 315,835 | ||
Common shares issued for conversion of notes to related party | $ 330,349 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0010 | $ 0.0010 | $ 0.0010 | ||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Number of common shares issued upon conversion | 148,669,051 | ||||
Percentage of common stock outstanding | 98.00% | ||||
Value of common shares issued upon conversion | $ 126,849 | $ 315,835 | |||
Bloise International Corporation [Member] | |||||
Number of common shares issued upon conversion | 825,872 | ||||
Value of common shares issued upon conversion | $ 330,349 | ||||
Common Stock [Member] | |||||
Discount on issuance of convertible notes | |||||
Common shares issued for conversion of notes (in shares) | 402,450 | 157,918 | |||
Common shares issued for conversion of notes | $ 403 | $ 158 | |||
Common shares issued for conversion of notes to related party (in shares) | 825,872 | ||||
Common shares issued for conversion of notes to related party | $ 826 | ||||
Common Stock [Member] | Bloise [Member] | |||||
Common shares issued for conversion of notes to related party (in shares) | 825,872 | ||||
Common shares issued for conversion of notes to related party | $ 330,349 | ||||
Series E Preferred Stock [Member] | |||||
Discount on issuance of convertible notes | |||||
Common shares issued for conversion of notes | |||||
Common shares issued for conversion of notes to related party | |||||
Preferred stock, shares authorized | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | ||||
Series E Preferred Stock [Member] | Bloise [Member] | |||||
Number of common shares issued upon conversion | 1,275,872 | ||||
Percentage of common stock outstanding | 62.00% | ||||
Value of common shares issued upon conversion | $ 140,000 | ||||
Series E Preferred Stock [Member] | Bloise International Corporation [Member] | |||||
Preferred stock, shares issued | 1,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
KM Delaney & Assoc. [Member] | ||
Administrative services | $ 198,858 | $ 169,060 |
The Jaxon Investment Agreement
The Jaxon Investment Agreement (Details Narrative) - Jaxon Group Corp [Member] | Sep. 15, 2014shares |
Investment Agreement [Member] | |
Maximum number of shares purchased | 5,000,000 |
Agreement term | 36 months |
Registration Rights Agreement [Member] | |
Number of registration shares | 10,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Jul. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 4,142,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at U.S. statutory rate | $ 762,537 | $ 466,602 |
Less: amortization of discount on convertible notes | (172,357) | $ (380,452) |
Less: stock based compensation | (49,000) | |
Less: valuation allowance | $ (541,180) | $ (86,150) |
Net tax benefit |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 16, 2015 | Oct. 08, 2015 | Sep. 24, 2015 | Sep. 11, 2015 | Sep. 02, 2015 | Sep. 01, 2015 | Aug. 24, 2015 | Aug. 14, 2015 | Jul. 31, 2015 | Jul. 31, 2014 |
Subsequent Event [Line Items] | ||||||||||
Number of common shares issued upon conversion | 148,669,051 | |||||||||
10% Convertible Note Payable Due October 31, 2015 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of common shares issued upon conversion | 402,450 | 6,500,000 | ||||||||
Subsequent Event [Member] | 10% Convertible Note Payable Due October 31, 2015 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, accrued interest | $ 4,418 | $ 690 | $ 2,700 | $ 1,780 | $ 420 | $ 1,770 | $ 840 | |||
Number of common shares issued upon conversion | 220,900 | 34,500 | 135,000 | 89,000 | 21,000 | 88,500 | 42,000 | |||
Subsequent Event [Member] | 10% Convertible Note Payable Due March 31, 2015 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, accrued interest | $ 5,611 | |||||||||
Number of common shares issued upon conversion | 14,029 |