Amended Quarterly Report (10-q/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

Amendment No. 1

(MARK ONE)


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2016


o	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 0-55073

ARISTOCRAT GROUP CORP.

(Exact name of registrant as specified in its charter)


Nevada		45-2801371
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

6671 South Las Vegas Boulevard, Suite 210 Las Vegas, Nevada		89119
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 702-761-6866

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check is smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 9, 2016, 3,768,957 shares of common stock are issued and outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2016 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files from the Registrant’s Form 10-Q for the quarterly period ended January 31, 2016, filed with the Securities and Exchange Commission on March 16, 2016.

PART II — OTHER INFORMATION

ITEM 6. EXHIBITS


3.1	Articles of Incorporation for the State of Nevada (1)

3.2	Bylaws for the State of Nevada (1)

14	Code of Ethics (1)

21	Subsidiaries of the Registrant (2)

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer. (2)

32.1	Section 1350 Certification of principal executive officer and principal financial accounting officer. (2)

101	XBRL data files of Financial Statement and Notes contained in this Quarterly Report on Form 10-Q. (3),(4)

__________


(1)	Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on February 2, 2016

(2)	Previously filed or furnished with original Form 10-Q.

(3)	In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

(4)	Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Aristocrat Group Corp.


Date: March 18, 2016	BY: /s/ Chris Less
	Chris Less
	Interim Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director

- 2 -

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jan. 31, 2016	Mar. 09, 2016
Document And Entity Information
Entity Registrant Name	ARISTOCRAT GROUP CORP.
Entity Central Index Key	0001527027
Document Type	10-Q
Trading Symbol	ASCC
Document Period End Date	Jan. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,768,957
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016

CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 12,380	$ 7,411
Accounts receivable	7,491	8,585
Prepaid expenses	48,853	37,103
Inventory	29,269	10,365
Total current assets	97,993	63,464
Fixed assets net of accumulated depreciation of $2,338 and $1,520, respectively	5,797	6,615
Security deposits	1,367	1,367
TOTAL ASSETS	105,157	71,446
CURRENT LIABILITIES
Accounts payable and accrued expenses	231,631	$ 210,793
Advances payable	18,385
Current portion of convertible notes payable, net of discount of $688,542 and $512,883, respectively	835,235	$ 409,518
Current portion of accrued interest payable	175,543	85,275
Total current liabilities	1,260,794	705,586
Convertible notes payable, net of discount of $1,172,257 and $1,093,340, respectively	52,375	49,609
Accrued interest payable	$ 47,144	44,886
Accrued interest payable to related party		5,611
TOTAL LIABILITIES	$ 1,360,313	$ 805,692
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common Stock, $0.0010 par value; 480,000,000 shares authorized; 3,260,957 and 2,010,628 shares issued and outstanding at January 31, 2016 and July 31, 2015, respectively	$ 3,261	$ 2,011
Preferred Stock, $0.0010 stated value; 20,000,000 shares authorized; 1,000,000 shares issued and outstanding at January 31, 2016 and July 31, 2015	1,000	1,000
Additional paid-in capital	4,094,671	3,382,525
Accumulated deficit	(5,354,088)	(4,119,782)
Total stockholders' deficit	(1,255,156)	(734,246)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 105,157	$ 71,446

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Jan. 31, 2016	Jul. 31, 2015
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 2,338	$ 1,520
Discount on convertible notes payable, current	688,542	512,883
Discount on convertible notes payable, noncurrent	$ 1,172,257	$ 1,093,340
Common stock, par value (in dollars per share)	$ 0.0010	$ 0.0010
Common stock, authorized	480,000,000	480,000,000
Common stock, issued	3,260,957	2,010,628
Common stock, outstanding	3,260,957	2,010,628
Preferred stock, par value (in dollars per share)	$ 0.0010	$ 0.0010
Preferred stock, authorized	20,000,000	20,000,000
Preferred stock, issued	1,000,000	1,000,000
Preferred stock, outstanding	1,000,000	1,000,000

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2016	Jan. 31, 2015
Income Statement [Abstract]
REVENUE	$ 22,031	$ 26,170	$ 36,332	$ 51,010
COST OF GOODS SOLD	19,297	20,286	30,582	37,967
GROSS PROFIT	2,734	5,884	5,750	13,043
OPERATING EXPENSES
Sales and marketing expenses	51,626	134,002	173,858	261,293
General and administrative expenses	252,199	251,418	520,463	464,563
Total operating expenses	303,825	385,420	694,321	725,856
LOSS FROM OPERATIONS	(301,091)	(379,536)	(688,571)	(712,813)
OTHER INCOME (EXPENSE)
Interest expense	(241,615)	(215,799)	(545,735)	(290,068)
NET LOSS	$ (542,706)	$ (595,335)	$ (1,234,306)	$ (1,002,881)
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share)	$ (0.19)	$ (0.73)	$ (0.47)	$ (1.26)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: - Basic and diluted (in shares)	2,931,575	815,309	2,606,573	797,864

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - 6 months ended Jan. 31, 2016 - USD ($)	Common Stock [Member]	Series E Preferred Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at beginning at Jul. 31, 2015	$ 2,011	$ 1,000	$ 3,382,525	$ (4,119,782)	$ (734,246)
Balance at beginning (in shares) at Jul. 31, 2015	2,010,628	1,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for conversion of debt	$ 1,250		29,087		30,337
Common stock issued for conversion of debt (in shares)	1,250,329
Beneficial conversion discount on issuance of convertible note payable			$ 683,059		683,059
Net Loss				$ (1,234,306)	(1,234,306)
Balance at ending at Jan. 31, 2016	$ 3,261	$ 1,000	$ 4,094,671	$ (5,354,088)	$ (1,255,156)
Balance at ending (in shares) at Jan. 31, 2016	3,260,957	1,000,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jan. 31, 2016	Jan. 31, 2015
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (1,234,306)	$ (1,002,881)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable	428,483	231,487
Depreciation	818	713
Changes in operating assets and liabilities:
Accounts receivable and accrued revenue	1,094	(1,674)
Inventory	(18,904)	(47,914)
Prepaid expenses	(11,750)	51,503
Accounts payable and accrued liabilities	20,838	114,367
Accrued interest payable	117,252	58,581
NET CASH USED IN OPERATING ACTIVITIES	$ (696,475)	(595,818)
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	$ 701,444	601,376
NET CASH PROVIDED BY FINANCING ACTIVITIES	701,444	601,376
NET INCREASE (DECREASE) IN CASH	4,969	(2,577)
CASH, at the beginning of the period	7,411	13,103
CASH, at the end of the period	$ 12,380	$ 10,526
Cash paid during the period for:
Interest
Taxes
Noncash investing and financing transaction:
Refinance of advances into convertible notes payable	$ 683,059	$ 601,376
Noncurrent convertible notes payable reclassified to current convertible notes payable	601,376	625,296
Beneficial conversion discount on convertible note payable	683,059	$ 601,376
Conversion of convertible note payable to related party into common stock	5,611
Conversion of convertible notes payable into common stock	$ 24,726	$ 120,000

General Organization and Business

6 Months Ended

Jan. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General Organization and Business

Note 1. General Organization and Business

Aristocrat Group Corp., a Nevada corporation, was incorporated on July 20, 2011. Our year-end is July 31.

On October 17, 2012, we formed Luxuria Brands LLC as a wholly owned subsidiary. On January 10, 2013, we formed Level Two Holdings, LLC as our wholly owned subsidiary. On January 15, 2013, we formed Top Shelf Distributing, LLC (“Top Shelf”) as our wholly owned subsidiary.

Top Shelf is focused on developing our distilled spirits line of business and currently markets and sells RWB Ultra Premium Handcrafted Vodka (“RWB Vodka”).

Going Concern

6 Months Ended

Jan. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended January 31, 2016, the Company had a net loss of $1,234,306 and negative cash flow from operating activities of $696,475. As of January 31, 2016, the Company had negative working capital of $1,162,801. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s 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 Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Summary of Significant Accounting Policies

6 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended July 31, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six month period ended January 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2016.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $12,380 and $7,411 at January 31, 2016 and July 31, 2015, respectively.

Inventory

Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost.

Revenue Recognition

The Company follows ASC 605, Revenue Recognition recognizing revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Sales of RWB Vodka are recognized when the product has been delivered to the purchaser.

Earnings (Loss) per Common Share

The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the 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. There are no dilutive shares outstanding for any periods reported.

In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company’s convertible debt is considered anti-dilutive due to the Company’s net loss for the six months ended January 31, 2016 and 2015. As a result, the Company did not have any potentially dilutive common shares for those periods. For the three months ended January 31, 2016 and 2015, potentially issuable shares as a result of conversions of convertible notes payable have been excluded from the calculation. At January 31, 2016, the Company had 156,683,019 potentially issuable shares upon the conversion of convertible notes payable and interest.

Financial Instruments

The 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:


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 January 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the 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.

Significant Concentrations

During the six months ended January 31, 2016, two customers generated 44% and 9% of our revenue. As of January 31, 2016, those two customers represented 4% and 0% of our accounts receivable. All accounts receivable from these customers were received subsequent to the end of the period.

The Company’s entire inventory was manufactured by a single supplier during the six months ended January 31, 2016. The Company believes that, in the event that its significant customers are unable to continue to purchase the Company’s 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 Company’s 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 Company’s consolidated financial position, operations or cash flows.

Related Party Transaction

6 Months Ended

Jan. 31, 2016

Related Party Transaction

Note 4. Related Party Transaction

On September 1, 2015, Bloise International Corporation, a significant shareholder of the Company, converted $5,611 of accrued interest on a convertible note into 14,029 shares of our common stock.

Advances

6 Months Ended

Jan. 31, 2016

Advances

Advances

Note 5. Advances

During the six months ended January 31, 2016 and 2015, the Company received net, non-interest bearing advances totaling $701,444 and $601,376, respectively. Vista View Ventures, Inc. provided $683,059 and $588,476 of these advances for the six months ended January 31, 2016 and 2015, respectively. These advances are not collateralized, non-interest bearing and are due on demand. The advances were paid from Vista View Ventures Inc. to K.M. Delaney and Associates (See Note 8.) (“KMDA”) and then by KMDA to the Company on behalf of Vista View Ventures Inc. These advances are typically converted to convertible notes payable on a quarterly basis as discussed below. As of January 31, 2016 and July 31, 2015, advances in the amount of $18,385 and $0, respectively, are due under advances from third parties and are included in current liabilities on the consolidated balance sheets.

Convertible Notes Payable

6 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

Convertible Notes Payable

Note 6. Convertible Notes Payable

Convertible notes payable due to Vista View Ventures Inc. consisted of the following at January 31, 2016 and July 31, 2015:


	January 31, 2016			July 31, 2015

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		$	320,342
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			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			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			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			275,461
Convertible note in the original principal amount of $521,122, issued October 31, 2015 and due October 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.45 per share		521,122			—
Convertible note in the original principal amount of $161,937, issued January 31, 2016 and due January 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of $0.14 per share		161,937			—
Total convertible notes payable		2,748,409			2,065,350

Less: current portion of convertible notes payable		(1,523,777	)		(922,401	)
Less: discount on noncurrent convertible notes payable		(1,172,257	)		(1,093,340	)
Long-term convertible notes payable, net of discount	$	52,375		$	49,609

Current portion of convertible notes payable		1,523,777			922,401
Less: discount on current convertible notes payable		(688,542	)		(512,883	)
Current convertible notes payable, net of discount	$	835,235		$	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.

Convertible notes issued

During the six months ended January 31, 2016, the Company signed convertible promissory notes that refinance non-interest bearing advances into convertible notes payable. The convertible promissory notes bear interest at 10% per annum and are payable along with accrued interest. The convertible promissory note and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate		Conversion Rate	Amount of Note
October 31, 2015	October 31, 2018	10	%	Fixed at $0.45 per share	$	521,122
January 31, 2016	January 31, 2019	10	%	Fixed at $0.14 per share		161,937
					$	683,059

For notes convertible at a discount to the market price, we use a 5-day volume weighted average to determine the market price.

The Company evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in 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 features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized discounts for beneficial conversion features of $521,122 and $161,937 on October 31, 2015 and January 31, 2016. The discount is amortized over the life of the notes using the effective interest method. The discount is amortized at effective interest rates of 191.56% and 192.35%, respectively. The beneficial conversion feature was recorded as increase to additional paid-in capital and a discount to the convertible note.

The Company amortized $428,483 and $231,487 of the discount on the convertible notes payable to interest expense during the six months ended January 31, 2016 and 2015.

Conversions into Common Stock

During six months ended January 31, 2016, the holder of our convertible promissory note dated October 31, 2013, elected to convert $24,726 of accrued interest into 1,236,300 shares of common stock at a rate of $0.02 per share.

During six months ended January 31, 2016, Bloise International, elected to convert $5,611 of accrued interest into 14,029 shares of common stock at a rate of $0.40 per share.

Stockholders' Equity

6 Months Ended

Jan. 31, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 7. Stockholders’ Equity

Conversion of shares

During six months ended January 31, 2016, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:


Date	Amount Converted		Number of Shares Issued
August 14, 2015	$	840	42,000
August 24, 2015		1,770	88,500
September 1, 2015		5,611	14,029
September 2, 2015		420	21,000
September 11, 2015		1,780	89,000
September 24, 2015		2,700	135,000
October 8, 2015		690	34,500
October 16, 2015		4,418	220,900
November 16, 2015		3,560	178,000
December 22, 2015		4,140	207,000
January 7, 2016		1,310	65,500
January 18, 2016		3,098	154,900
Total	$	30,337	1,250,329

Commitments and Contingencies

6 Months Ended

Jan. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

During the six months ended January 31, 2016 and 2015, KMDA has provided office space and certain administrative functions to the Company. The services provided include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. As a part of the services provided to the Company, KMDA receives the advances from the lender (See Note 5.) and disburses those funds to the Company. During the six months ending January 31, 2016 and 2014, KMDA billed the Company $101,176 and $85,913, respectively, for those services. At January 31, 2016, no amounts were owed for these services.

We rent office space in Las Vegas, Nevada; Houston, Texas and Vancouver, British Columbia. We also rent warehouse space in Houston, Texas. All leases are short-term with expiration dates of one year or less from the origination date.

In January 2016, the Company received a notice from the Texas Alcoholic Beverage Commission (the “TABC”) informing it that an administrative case had been filed against the Company’s permit to distribute distilled spirits in the State of Texas. The TABC asserted that the Company’s private labeling contract to produce RWB Vodka resulted in unauthorized manufacturing activities by the Company. The TABC has issued a cease and desist order which prohibits the manufacturer from shipping additional RWB Vodka to the Company under its existing wholesalers permit (“W Permit”), and the Company is barred from importing any distilled spirits into Texas from its private label manufacturer. Under the current settlement discussion, the Company is not prohibited from selling the RWB Vodka which is already held in inventory and expects to be able to continue to sell its existing inventory for 30 days after a settlement is reached. The Company is currently in settlement discussions with the TABC to resolve this matter. In order to comply with TABC rules, the Company plans to surrender their existing W Permit and applying for a non-resident seller’s permit (“S Permit”) from the TABC. Under the S Permit, the Company would be allowed to distribute its products through a third-party wholesaler instead of selling directly to retailers as it does now. The Company expects that its existing inventory will be sufficient to fulfill all orders until it is able to again purchase inventory under a new permit.

Subsequent Events

6 Months Ended

Jan. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

Note 9. Subsequent Events

On February 1, 2016, the holder of the convertible promissory note dated October 31, 2013 converted $3,260 of accrued interest into 163,000 shares of our common stock.

On February 16, 2016, the holder of the convertible promissory note dated January 31, 2015 converted $1,700 of accrued interest into 170,000 shares of our common stock.

On February 22, 2016, the holder of the convertible promissory note dated January 31, 2015 converted $1,750 of accrued interest into 175,000 shares of our common stock.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Interim Financial Statements

Interim Financial Statements

The results of operations for the six month period ended January 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2016.

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Inventory

Inventory

Inventory consists solely of finished goods, which consist entirely of bottled vodka. Inventory is recorded at weighted average cost.

Revenue Recognition

Revenue Recognition

Sales of RWB Vodka are recognized when the product has been delivered to the purchaser.

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

Financial Instruments

Financial Instruments


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.

Significant Concentrations

Significant Concentrations

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Convertible notes payable (Tables)

6 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

Schedule of convertible notes payable

Convertible notes payable due to Vista View Ventures Inc. consisted of the following at January 31, 2016 and July 31, 2015:


	January 31, 2016			July 31, 2015

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		$	320,342
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			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			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			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			275,461
Convertible note in the original principal amount of $521,122, issued October 31, 2015 and due October 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.45 per share		521,122			—
Convertible note in the original principal amount of $161,937, issued January 31, 2016 and due January 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of $0.14 per share		161,937			—
Total convertible notes payable		2,748,409			2,065,350

Less: current portion of convertible notes payable		(1,523,777	)		(922,401	)
Less: discount on noncurrent convertible notes payable		(1,172,257	)		(1,093,340	)
Long-term convertible notes payable, net of discount	$	52,375		$	49,609

Current portion of convertible notes payable		1,523,777			922,401
Less: discount on current convertible notes payable		(688,542	)		(512,883	)
Current convertible notes payable, net of discount	$	835,235		$	409,518

Schedule of convertible notes issued

During the six months ended January 31, 2016, the Company signed convertible promissory notes that refinance non-interest bearing advances into convertible notes payable.


Date Issued	Maturity Date	Interest Rate		Conversion Rate	Amount of Note
October 31, 2015	October 31, 2018	10	%	Fixed at $0.45 per share	$	521,122
January 31, 2016	January 31, 2019	10	%	Fixed at $0.14 per share		161,937
					$	683,059

Stockholders' Equity (Tables)

6 Months Ended

Jan. 31, 2016

Stockholders' Equity Note [Abstract]

Schedule of conversions into common stock

During six months ended January 31, 2016, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:


Date	Amount Converted		Number of Shares Issued
August 14, 2015	$	840	42,000
August 24, 2015		1,770	88,500
September 1, 2015		5,611	14,029
September 2, 2015		420	21,000
September 11, 2015		1,780	89,000
September 24, 2015		2,700	135,000
October 8, 2015		690	34,500
October 16, 2015		4,418	220,900
November 16, 2015		3,560	178,000
December 22, 2015		4,140	207,000
January 7, 2016		1,310	65,500
January 18, 2016		3,098	154,900
Total	$	30,337	1,250,329

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Going Concern (Details Narrative) - USD ($)	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2016	Jan. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (542,706)	$ (595,335)	$ (1,234,306)	$ (1,002,881)
Cash flow from operations			(696,475)	$ (595,818)
Working capital			$ 1,162,801

Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jan. 31, 2016 USD ($) Number shares	Jul. 31, 2015 USD ($)	Jan. 31, 2015 USD ($)	Jul. 31, 2014 USD ($)
Cash and cash equivalents \| $	$ 12,380	$ 7,411	$ 10,526	$ 13,103
Potentially issuable shares upon the conversion \| shares	156,683,019
Customer Concentration Risk [Member] \| Revenue [Member]
Number of customer	2
Customer Concentration Risk [Member] \| Revenue [Member] \| Customer One [Member]
Percentage of concentration risk	44.00%
Customer Concentration Risk [Member] \| Revenue [Member] \| Customer Two [Member]
Percentage of concentration risk	9.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Number of customer	2
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer One [Member]
Percentage of concentration risk	4.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Customer Two [Member]
Percentage of concentration risk	0.00%

Related Party Transaction (Details Narrative) - Bloise International Corporation [Member] - USD ($)		6 Months Ended
	Sep. 01, 2015	Jan. 31, 2016
Accrued interest on debt	$ 5,611	$ 5,611
Number of common shares issued upon conversion	14,029	14,029

Advances (Details Narrative) - USD ($)	6 Months Ended
Advances (Details Narrative) - USD ($)	Jan. 31, 2016	Jan. 31, 2015	Jul. 31, 2015
Proceeds from advances	$ 701,444	$ 601,376
Advances payable	18,385
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member]
Proceeds from advances	$ 683,059	$ 588,476

Convertible Notes Payable (Details Narrative) - USD ($)		3 Months Ended			6 Months Ended
Convertible Notes Payable (Details Narrative) - USD ($)	Sep. 01, 2015	Jan. 31, 2016	Oct. 31, 2015	Oct. 31, 2014	Jan. 31, 2016	Jan. 31, 2015	Jul. 31, 2015
Beneficial conversion discount		$ 161,937	$ 521,122	$ 331,561	$ 683,059	$ 601,376
Amortization of discount on the convertible notes payable				$ 48,395	428,483	$ 231,487
Bloise International Corporation [Member]
Accrued interest on debt	$ 5,611				$ 5,611
Number of common shares issued upon conversion	14,029				14,029
Conversion price (in dollars per share)		$ 0.40			$ 0.40
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member]
Maximum percentage of ownership interest		4.90%			4.90%
Amortized discount effective interest rate		192.35%	191.56%		192.35%
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due October 31, 2015 [Member]
Accrued interest on debt					$ 24,726
Number of common shares issued upon conversion					1,236,300
Conversion price (in dollars per share)		$ 0.02			$ 0.02		$ 0.02

Convertible Notes Payable (Details) - USD ($)	6 Months Ended		12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Jan. 31, 2016	Jan. 31, 2015	Jul. 31, 2015
Total convertible notes payable	$ 683,059
Less: discount on noncurrent convertible notes payable	1,172,257		$ 1,093,340
Long-term convertible notes payable, net of discount	52,375		49,609
Less: discount on current portion of convertible notes payable	688,542		512,883
Current convertible notes payable, net of discount	835,235		409,518
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member]
Total convertible notes payable	2,748,409		2,065,350
Less: current portion of convertible notes payable	(1,523,777)		(922,401)
Less: discount on noncurrent convertible notes payable	(1,172,257)		(1,093,340)
Long-term convertible notes payable, net of discount	52,375		49,609
Current portion of convertible notes payable	1,523,777		922,401
Less: discount on current portion of convertible notes payable	(688,542)		(512,883)
Current convertible notes payable, net of discount	835,235		$ 409,518
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		$ 320,342
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)	$ 0.01		$ 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. 01, 2014		Jan. 01, 2014
Conversion Price (in dollars per share)	$ 0.01		$ 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		Oct. 31, 2014
Conversion Price (in dollars per share)	$ 0.01		$ 0.01
Total convertible notes payable	$ 331,561		$ 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		Jan. 31, 2015
Conversion Price (in dollars per share)	$ 0.025		$ 0.025
Total convertible notes payable	$ 269,815		$ 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		Apr. 30, 2015
Conversion Price (in dollars per share)	$ 0.90		$ 0.90
Total convertible notes payable	$ 266,112		$ 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		Jul. 31, 2015
Conversion Price (in dollars per share)	$ 0.80		$ 0.80
Total convertible notes payable	$ 275,461		$ 275,461
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due October 31, 2018 [Member]
Debt instrument, face amount	$ 521,122
Issuance Date	Oct. 31, 2015		Oct. 31, 2015
Conversion Price (in dollars per share)	$ 0.45		$ 0.45
Total convertible notes payable	$ 521,122
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due January 31, 2019 [Member]
Debt instrument, face amount	$ 161,937
Issuance Date	Jan. 31, 2016	Jan. 31, 2016	Jan. 31, 2016
Conversion Price (in dollars per share)	$ 0.14	$ 0.14	$ 0.14
Total convertible notes payable	$ 161,937	$ 161,937

Convertible Notes Payable (Details 1) - USD ($)	6 Months Ended		12 Months Ended
Convertible Notes Payable (Details 1) - USD ($)	Jan. 31, 2016	Jan. 31, 2015	Jul. 31, 2015
Total convertible notes payable	$ 683,059
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member]
Total convertible notes payable	2,748,409		$ 2,065,350
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due October 31, 2018 [Member]
Total convertible notes payable	$ 521,122
Conversion Price (in dollars per share)	$ 0.45		$ 0.45
Issuance Date	Oct. 31, 2015		Oct. 31, 2015
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due January 31, 2019 [Member]
Total convertible notes payable	$ 161,937	$ 161,937
Conversion Price (in dollars per share)	$ 0.14	$ 0.14	$ 0.14
Issuance Date	Jan. 31, 2016	Jan. 31, 2016	Jan. 31, 2016

Stockholders' Equity (Details) - USD ($)	6 Months Ended
Stockholders' Equity (Details) - USD ($)	Jan. 31, 2016	Jan. 31, 2015
Amount Converted	$ 24,726	$ 120,000
Convertible Notes Payable [Member]
Amount Converted	$ 30,337
Number of Shares Issued	1,250,329
Convertible Notes Payable [Member] \| August 14, 2015 [Member]
Amount Converted	$ 840
Number of Shares Issued	42,000
Convertible Notes Payable [Member] \| August 24, 2015 [Member]
Amount Converted	$ 1,770
Number of Shares Issued	88,500
Convertible Notes Payable [Member] \| September 1, 2015 [Member]
Amount Converted	$ 5,611
Number of Shares Issued	14,029
Convertible Notes Payable [Member] \| September 2, 2015 [Member]
Amount Converted	$ 420
Number of Shares Issued	21,000
Convertible Notes Payable [Member] \| September 11, 2015 [Member]
Amount Converted	$ 1,780
Number of Shares Issued	89,000
Convertible Notes Payable [Member] \| September 24, 2015 [Member]
Amount Converted	$ 2,700
Number of Shares Issued	135,000
Convertible Notes Payable [Member] \| October 8, 2015 [Member]
Amount Converted	$ 690
Number of Shares Issued	34,500
Convertible Notes Payable [Member] \| October 16, 2015 [Member]
Amount Converted	$ 4,418
Number of Shares Issued	220,900
Convertible Notes Payable [Member] \| November 16, 2015 [Member]
Amount Converted	$ 3,560
Number of Shares Issued	178,000
Convertible Notes Payable [Member] \| December 22, 2015 [Member]
Amount Converted	$ 4,140
Number of Shares Issued	207,000
Convertible Notes Payable [Member] \| January 7, 2016 [Member]
Amount Converted	$ 1,310
Number of Shares Issued	65,500
Convertible Notes Payable [Member] \| January 18, 2016 [Member]
Amount Converted	$ 3,098
Number of Shares Issued	154,900

Commitments and Contingencies (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2016	Jan. 31, 2014
KM Delaney & Assoc. [Member]
Administrative services	$ 101,176	$ 85,913

Subsequent Events (Details Narrative) - USD ($)				6 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Feb. 22, 2016	Feb. 16, 2016	Feb. 01, 2016	Jan. 31, 2016	Jan. 31, 2015
Accrued interest on debt				$ 24,726	$ 120,000
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due October 31, 2015 [Member]
Number of common shares issued upon conversion				1,236,300
Subsequent Event [Member] \| Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due October 31, 2015 [Member]
Accrued interest on debt			$ 3,260
Number of common shares issued upon conversion			163,000
Subsequent Event [Member] \| Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] \| 10% Convertible Note Payable Due January 31, 2017 [Member]
Accrued interest on debt	$ 1,750	$ 1,700
Number of common shares issued upon conversion	175,000	170,000

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