UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission File Number: 333-176491
ARISTOCRAT GROUP CORP.
(Exact name of registrant as specified in its charter)
Florida |
| 45-2801371 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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495 Grand Blvd., Suite 206 |
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Miramar Beach, FL |
| 32550 |
(Address of principal executive offices) |
| (Zip Code) |
(850) 269-7208
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 [X] No [ ]
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 (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
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 | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 62,250,000 shares of common stock are issued and outstanding as of December 19, 2012.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION | ||
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Item 1. | Financial Statements |
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| Balance Sheets | 4 |
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| Statements of Operations | 5 |
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| Statements of Stockholders’ Equity (Deficiency) | 6 |
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| Statements of Cash Flows | 7 |
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| Notes to Financial Statements (unaudited) | 8 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 12 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 12 |
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Item 4. | Controls and Procedures. | 13 |
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PART II – OTHER INFORMATION | ||
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Item 1. | Legal Proceedings. | 13 |
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Item 1A. | Risk Factors. | 13 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 13 |
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Item 3. | Defaults Upon Senior Securities. | 13 |
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Item 4. | Mine Safety Disclosures | 13 |
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Item 5. | Other Information. | 14 |
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Item 6. | Exhibits. | 14 |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2009. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
OTHER PERTINENT INFORMATION
When used in this report, the terms, “we,” the “Company,” “our,” and “us” refers to Aristocrat Group Corp. a Florida corporation.
- 3 -
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Aristocrat Group Corp.
(A Development Stage Company)
Balance Sheets
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| October 31, 2012 |
| July 31, 2012 |
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| (audited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | 1,059 |
| $ | 1,243 |
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Total current assets |
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| 1,059 |
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| 1,243 |
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TOTAL ASSETS |
| $ | 1,059 |
| $ | 1,243 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable & Accrued liabilities |
| $ | 4,835 |
| $ | 2,453 |
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Advances payable |
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| 53,970 |
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| 6,665 |
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Total liabilities |
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| 58,805 |
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| 9,118 |
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STOCKHOLDERS’ EQUITY (DEFICIT) |
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Common stock, $0.0001 par value, 250,000,000 shares authorized, 62,250,000 shares issued and outstanding |
| $ | 6,225 |
| $ | 6,225 |
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Additional paid-in capital |
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| 37,275 |
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| 37,275 |
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Deficit accumulated during the development stage |
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| (101,246 | ) |
| (51,375 | ) |
Total Stockholders’ equity (deficit) |
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| (57,746 | ) |
| (7,875 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
| $ | 1,059 |
| $ | 1,243 |
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The accompanying notes are an integral part of these financial statements.
- 4 -
Aristocrat Group Corp.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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| For the Period |
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| from Inception |
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| July 20, 2011 |
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| Three months ended October 31, |
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| 2011 |
| October 31, 2012 |
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REVENUES |
| $ | — |
| $ | — |
| $ | — |
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EXPENSES |
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General and administrative |
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| 49,871 |
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| 3,154 |
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| 101,246 |
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Loss Before Income Taxes |
| $ | (49,871 | ) | $ | (3,154 | ) | $ | (101,246 | ) |
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Provision for Income Taxes |
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| — |
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| — |
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| — |
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Net Loss |
| $ | (49,871 | ) | $ | (3,154 | ) | $ | (101,246 | ) |
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PER SHARE DATA: |
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Basic and diluted loss per common share |
| $ | — |
| $ | — |
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Basic and diluted weighted average common shares outstanding |
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| 62,250,000 |
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| 45,000,000 |
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The accompanying notes are an integral part of these financial statements.
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Aristocrat Group Corp.
(A Development Stage Company)
Statement of Stockholders’ Equity (Deficiency)
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| Deficit |
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| Accumulated |
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| Additional |
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| Common Stock |
| Paid-in |
| Development |
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| Shares |
| Amount |
| Capital |
| Stage |
| Total |
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Inception – July 20, 2011 |
| — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
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Common shares issued to Founder for cash |
| 45,000,000 |
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| 4,500 |
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| 4,500 |
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| 9,000 |
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Net loss |
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| (100 | ) |
| (100 | ) |
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Balance – July 31, 2011 |
| 45,000,000 |
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| 4,500 |
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| 4,500 |
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| (100 | ) |
| 8,900 |
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Issuance of common stock for cash, December 6, 2011, $0.002 per share |
| 17,250,000 |
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| 1,725 |
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| 32,775 |
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| 34,500 |
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Net loss |
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| (51,275 | ) |
| (51,275 | ) |
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Balance – July 31, 2012 (audited) |
| 62,250,000 |
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| 6,225 |
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| 37,275 |
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| (51,375 | ) |
| (7,875 | ) |
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Net loss (unaudited) |
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| (49,871 | ) |
| (49,871 | ) |
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Balance – October 31, 2012 (unaudited) |
| 62,250,000 |
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| 6,225 |
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| 37,275 |
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| (101,246 | ) |
| (57,746 | ) |
On May 1, 2012, the Company effected a five-for-one forward stock split. All share and per share amounts have been retroactively restated to reflect the split.
The accompanying notes are an integral part of these financial statements.
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Aristocrat Group Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
| Three months ended October 31, |
| For the period |
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| 2012 |
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OPERATING ACTIVITIES |
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Net Loss | $ | (49,871 | ) | $ | (3,154 | ) | $ | (101,246 | ) |
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Changes in Operating Assets and Liabilities: |
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Increase (decrease) in accounts payable and accrued liabilities |
| 2,382 |
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| 600 |
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| 4,835 |
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Net cash used in operating activities |
| (47,489 | ) |
| (2,554 | ) |
| (96,411 | ) |
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FINANCING ACTIVITIES |
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Common stock issued for cash |
| — |
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| 43,500 |
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Proceeds from advances |
| 47,305 |
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| — |
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| 53,970 |
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Net cash provided by financing activities |
| 47,305 |
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| — |
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| 97,470 |
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
| (184 | ) |
| (2,554 | ) |
| 1,059 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 1,243 |
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| 8,900 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
| 1,059 |
| $ | 6,346 |
| $ | 1,059 |
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Supplemental Cash Flow Disclosures: |
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Cash paid for: |
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Interest expense | $ | — |
| $ | — |
| $ | — |
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Income taxes | $ | — |
| $ | — |
| $ | — |
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The accompanying notes are an integral part of these financial statements.
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Aristocrat Group Corp.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(October 31, 2012)
(unaudited)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
We are a development stage company and were incorporated in the State of Florida on July 20, 2011, as a for-profit company, and an established fiscal year end of July 31. We have not established any business operations and have not achieved any revenues. The development of our business has been limited to organizational matters, the preparation of our business plan, and the preparation of the financial statements and other information presented in this Prospectus. Our ability to establish operations is entirely dependent on our ability to raise sufficient financing to execute our business plan, however, there is no guarantee that we will be successful in this regard. Furthermore, if we successfully establish operations, there is no guarantee that there will be a significant market for our services or that we will achieve significant revenues, if any.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended October 31, 2012, the Company had a net loss of $49,871 and had net cash used in operating activities of $47,489. As of October 31, 2012, the Company had not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon its ability to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended July 31, 2012 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 three month period ended October 31, 2012 are not necessarily indicative of the results for the full fiscal year ending July 31, 2013.
Accounting Basis
The Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”, which was previously Statement of Financial Accounting Standards (“SFAS”) No. 7.
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.
- 8 -
Aristocrat Group Corp.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(October 31, 2012)
(unaudited)
Earnings (Loss) per Share
The basic earnings (loss) per 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 share are calculated by dividing the Company’s net income (loss) available to common Shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding for any periods reported.
On May 1, 2012, the Company effected a five-for-one forward stock split. All share and per share amounts have been retroactively restated to reflect the forward split.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Financial Instruments
In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. 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:
- 9 -
Aristocrat Group Corp.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(October 31, 2012)
(unaudited)
| ● | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
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| ● | 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. |
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| ● | 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 October 31, 2012. 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, accrued compensation 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 which is not significantly different from its stated value.
At inception, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis.
Advertising
The Company will expense advertising as incurred. The advertising since inception has been $0.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue and Cost Recognition
The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.
Property
The company does not own any real estate or other properties. The company’s office is located 495 Grand Blvd., Suite 206, Miramar Beach, FL 32550. Our contact number is 850-269-7208. We rent our office space on a month-to-month basis.
Recently Issued Accounting Pronouncements
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
- 10 -
Aristocrat Group Corp.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(October 31, 2012)
(unaudited)
NOTE 3. EQUITY TRANSACTIONS
On July 20, 2011, 45,000,000 shares of common stock were issued to the founder for $0.0002 per share for total proceeds in the amount of $9,000.
On December 6, 2011 the Company received $34,500 in exchange for 17,250,000 shares of common stock, at a share price of $0.002.
On May 1, 2012, Sarasota, FL - Aristocrat Group Corp. (OTBBB: ASCC) announced that the company has declared a 5 for 1 forward stock split of its issued and outstanding common stock. The forward stock split will be distributed to all shareholders of record on May 1, 2012. The effective time of the forward stock split was the close of business on May 1, 2012 and the payment date was on May 1, 2012. All shareholders of record on the record date will receive 5 shares of common stock for every one share of common stock then owned. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split was be rounded up to the nearest whole share. In addition, there was no mandatory exchange of stock certificates. Aristocrat’s transfer agent, Island Stock Transfer, distributed the certificates representing the new shares on the pay date. All share and per share amounts have been retroactively restated for the forward split.
- 11 -
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Overview
Aristocrat Group Corp. is a development stage company and was incorporated in Florida on July 20, 2011 to open Prenatal-Postpartum Supercare Centers (“Supercare Centers”) in target areas across the United States. The Supercare Centers will provide women who are planning to start a family, are pregnant or have recently had a baby, with a one-stop destination offering pregnancy, childbirth and parenting educational classes, nutritional counseling health and fitness classes and training and spa services, internet shopping for women’s and infant’s products related to pregnancy though the first year of the infant’s life. We have no operations and in accordance with SFAS #7 is considered to be in the development stage.
Through September 30, 2012 the Company has been in the development stage and has not carried on any significant operations nor generated any revenues under the current business plan of opening Supercare Centers in target areas across the United States. This has raised substantial doubt about the ability of the Company to continue as a going concern.
The Board of Directors believed that to continue to protect and increase shareholder value, it would be to the advantage, welfare and best interests of the shareholders for the Company to consider alternative corporate strategies to generate new business revenue for the Company. Thus, the Board of Directors approved adding a second business to the Company’s business plan: Aristocrat Brands, a focused brand management company. The Aristocrat Brands and Supercare Centers business lines will be operated under two separate divisions of Aristocrat Group Corp. Although the Supercare Centers will continue to be a business line, the primary focus from this point forward will be on Aristocrat Brands.
The new business line’s goal will be to identify and promote unique brands that have a mass market appeal across a diverse demographic. Some of the biggest brand management companies are multi-nationals with billion dollar market caps, such as: Limited Brands, which owns Victoria’s Secret, LVMH which owns Moet Chandon, Hennessy and Louis Vuitton. The approach by Aristocrat Brands will be to select product opportunities that have the largest audience and broad market appeal.
Aristocrat Brands will initially concentrate on the distilled spirits industries, with a focus on the Vodka segment. As a core direction, beverage alcohol marketing can be used as a platform to promote other business segments of the Company, such as event promotion. Vodka accounts for almost one quarter of all distilled spirits sales and continues to grow. Selecting the distilled spirits sector enables Aristocrat to enter into a large diverse market with broad appeal and several similar supporting categories, such as the spirit industry and the music industry. These two sectors are easily linkable and present many original opportunities for partnership, sponsorship and brand awareness activities.
Results of Operations
The following discussion should be read in conjunction with the financial statements in conjunction with the Company’s Form 10-K. Results or interim periods may not be indicative of results for the full year.
The Company did not generate any revenue during the three months ended October 31, 2012.
General and administrative expenses for the three months ended October 31, 2012 were $49,871 resulting in an operating loss for the period of $49,871. Basic net loss per share was $0.00 for the three months ended October 31, 2012. General and administrative expenses for the three months ended October 31, 2011 were $3,154. General and administrative expenses increased over the prior year as a result of the Company’s increased efforts to begin implementing its business plan.
Liquidity and Capital Resources
At October 31, 2012 we had cash on hand of $1,059 and negative working capital of $57,746. Net cash used in operating activities for the three months ended October 31, 2012 was $47,489. Cash on hand is adequate to fund our operations for less than one month. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to fully implement our business plan. There is no guarantee that we will be able funds when we need them or that funds will be available on terms that are acceptable to the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2012. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of October 31, 2012, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
| 1. | As of October 31, 2012, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
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| 2. | As of October 31, 2012, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not applicable to a smaller reporting company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer |
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31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer |
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32.1 | Section 1350 Certification of principal executive officer and principal financial and accounting officer |
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101* | XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q (1). |
* 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.”
(1) To be furnished by amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Aristocrat Group Corp. |
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Date: December 28, 2012 | BY: /s/ Cindy Morrissey |
| Cindy Morrissey |
| President, Secretary, Treasurer, |
| Principal Executive Officer, |
| Principal Financial and Accounting Officer and Sole Director |
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