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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-K/A
Amendment No. 1

 

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


For the fiscal year ended July 31, 2012

 

o    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.)

  

  

  

495 Grand Blvd., Suite 206

  

  

Miramar Beach, FL

  

32550

(Address of principal

executive offices)

  

(Zip Code)


Registrant’s telephone number, including area code:   (850) 269-7208


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act:


Title

  

Name of each exchange on which registered

Common stock, $0.0001 par value

  

NASDAQ OTC


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 Exchange Act 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, ever 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 disclosure 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:


Large accelerated filer

o

 

Accelerated filer

o

 

 

 

 

 

Non-accelerated filer

o

 

Smaller reporting company

þ


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

Yes   þ     No o


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price on January 31, 2012, was $0. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.


There were 62,250,000 shares of the registrant’s common stock issued and outstanding as of November 13, 2012.




IMPORTANT INFORMATION REGARDING THIS FORM 10-K


Unless otherwise indicated, references to “we,” “us,” and “our” in this Annual Report on Form 10-K refer to Aristocrat Group Corp.



EXPLANATORY NOTE


The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the year ended September 30, 2012 (“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 September 30, 2012, filed with the Securities and Exchange Commission on November 14, 2012.



Part IV


Item 15. Exhibits and Financial Statement Schedules.


EXHIBIT NO.

 

DOCUMENT DESCRIPTION

3.1

 

Articles of Incorporation of ARISTOCRAT GROUP CORP. (1)

3.2

 

Bylaws of ARISTOCRAT GROUP CORP. (1)

14.1

 

Code of Ethics. (1)

31.1

 

Section 302 Certification *

32.1

 

Section 906 Certification *

101

 

XBRL Interactive Data **


(1)

Incorporated by reference to the Company’s Form S-1 filed August 25, 2011

*

Previously filed

**

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”.



SIGNATURES


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


Date: December 6, 2012

Aristocrat Group Corp.

 

 

 

By: /s/ Cindy Morrissey

 

Cindy Morrissey

 

Chairman of the Board

 

Chief Executive Officer

 

Principal Financial Officer


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