UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K /A
Amendment No. 1
(MARK ONE)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2015
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 0-55073
ARISTOCRAT GROUP CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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| 45-2801371
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(State or other jurisdiction of Incorporation or organization)
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| (I.R.S. Employer Identification Number)
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|
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6671 South Las Vegas Boulevard, Suite 210
Las Vegas, Nevada
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| 89119
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(Address of principal executive offices)
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| (Zip code)
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Registrant’s telephone number, including area code: 702-761-6866
Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class
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| Name of Each Exchange on which Registered
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Common stock, $0.001 par value
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| OTC QB
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
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 website, 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 þ No o
Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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.
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| Large accelerated filer
| o
| Accelerated filer
| o
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| Non-accelerated filer
| o
| Smaller reporting company
| þ
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| (Do not check is 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 o No þ
The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, January 31, 2015 was $1,952,089.
There were 2,655,557 shares of the Registrant’s common stock outstanding as of November 9, 2015.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the
year ended July 31, 2015 (“Form 10-K”) is to submit Exhibit 101 to the Form 10-K in accordance
with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to our
Form 10-K for the year ended July 31, 2015, filed with the Securities and Exchange Commission on November 16, 2015.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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3.1
| Articles of Incorporation (1)
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3.2
| Bylaws (1)
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14.1
| Code of Ethics (1)
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21
| Subsidiaries of the Registrant (2)
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31.1
| Rule 13a-14(a) Certification of Chief Executive Officer (2)
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32.2
| Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (2)
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101
| XBRL Interactive Data (3),(4)
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______________
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(1)
| Incorporated by reference to our Form S-1 filed with the Securities and Exchange Commission on August 25, 2011.
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(2)
| Previously filed or furnished herewith.
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(3)
| In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”
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(4)
| Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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| Aristocrat Group Corp.
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Date: December 3, 2015
| BY: /s/ Robert Federowicz
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| Robert Federowicz
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| Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director
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