UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 7,2014
AZURE HOLDING GROUP CORP.
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(Exact name of Registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
333-184440
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(Commission File Number)
33-1224256
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(IRS Employer Identification No.)
741 A Tenth Street
Santa Monica, CA 90402
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(Address of principal executive offices)
Phone: 310-591-4877
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(Registrant's Telephone Number, Including Area Code)
2360 CORPORATE CIRCLE - SUITE 400
HENDERSON NV 89074-7722
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7,2014, concurrent with the acceptance of the appointment of the new executive officer, our current executive, Olga Chernetckaia resigned from the executive positions of Secretary, Treasurer, President, Chief Executive Officer and Chief Financial Officer of Azure Holding Group, Corp. (the “Company”).
Olga Chernetckaia ‘s resignation from the Company as an executive officer was not the result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. Ms. Chernetckaia has decided to pursue other business opportunities and has agreed that new management should guide the Company’s business from this point forward and that our newly appointed executive officer and director should implement our plan of operations consistent with the vision of our new Chief Executive, Paul Martin.
On January 7,2014, the Board, in its final corporate action, appointed Mr. Paul Martin to replace Olga Chernetckaia as the Company’s sole Director until the next annual meeting or special meeting convened for the purpose of electing directors or until such time as Mr. Martin is replaced by a successor.
Concurrent with the resignation of current management and pursuant to its final corporate action, the Board appointed Mr. Martin to fill the positions of Chief Executive Officer (“CEO”), Chief Financial Officer ("CFO"), Corporate Treasurer, Corporate Secretary, and Principal Accounting Officer of the Company. As the sole director and officer of the Company, Mr. Martin will have the power to appoint additional directors and to control and operate the Company, including implementation of a revised plan of operations, based on developing marketing mobile advertising services that use audio watermarking technology to transmit advertising content to smart phones, tablets and other handheld devices. Mr. Martin intends to redirect the Company’s business model and to change the corporate status with a new base of operations in southern California, United States.
Prior to Mr. Martin’s election to the Board and appointment as the CEO, he has worked towards implementing a change in the corporate business and acquisition of an operational and controlling interest in Azure Holding Group, Corp. Mr. Martin has experience in marketing and sales and has been involved in sales of Audio watermarking technology since 2010, and brings a new vision to the Company which will be implemented over the following year.
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Section 8 - Other Events
Item 8.01 Other Events.
On January 7,2014, under the auspices of new management, Azure Holding Group Corp., has arranged to relocate its operations to the Santa Monica area in southern California, for the purpose of implementing our revised plan of operations and undertaking a new direction in our corporate existence. The relocation of the business will require us to enter into a new sub-lease agreement, which is currently being negotiated, and to acquire certain business assets and trademarks, which we intend to utilize in our new operations. The Company does not intend to engage in or to undertake a reverse merger transaction and does not intend to acquire a going concern business. Rather, we will change our focus to our new business plan and eventually dispose of or liquidate any assets or value associated with the current operations, which we currently do not anticipate will have a material impact on our operations. This 8-K filing will be supplemented by a filing of Form ID with the Securities and Exchange Commission which will update our corporate address and contact information and which will change our Standard Industrial Classification Code (“SIC”). Our SEC file number will not change and we will operate under the current name of Azure Holding Group, Corp., and we intend to utilize d/b/a’s and trademark proprietary names associated with our new products and services.
SIGNATURE
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 hereunto duly authorized.
AZURE HOLDING GROUP CORP.
By: /s/ Olga Chernetckaia
Name: Olga Chernetckaia
Title: President and Chief Executive Officer and Chief Financial Officer (outgoing)
By: /s/ Paul Martin
Name: Paul Martin
Title: Director (newly appointed by the Board of Directors, as of January 7, 2014)
Date: January 7, 2014
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