Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2015
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 0-25356
AZZURRA HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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77-0289371
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(State or other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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600 West Broadway, Suite 700
San Diego, California
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92101
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(Address of Principal Executive Offices)
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(Zip Code)
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(619) 795-1134
(Issuer’s telephone number)
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 [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non–Accelerated filer
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[ ]
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Small reporting company
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[X]
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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 [ ]
As of November 6, 2015 there were 187,000 shares of the Registrant's common stock outstanding, par value $0.01 per share.
AZZURRA HOLDING CORPORATION
TABLE OF CONTENTS
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1
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7
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8
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8
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8
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8
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8
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8
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9
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Certifications
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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September 30,
2015
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December 31,
2014
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ASSETS
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(Unaudited)
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Current assets:
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Cash and cash equivalents
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$
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3
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$
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3
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Total current assets and total assets
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$
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3
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$
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3
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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Notes payable
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$
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100
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$
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88
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Accounts payable and accrued liabilities
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28
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22
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Total current liabilities and total liabilities
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128
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110
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Stockholders' deficit:
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Common stock, par value $0.01 per share; 250,000 shares authorized; 187,000 issued and outstanding
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1
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1
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Additional paid-in capital
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554
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554
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Accumulated deficit
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(680
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)
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(662
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Total stockholders' deficit
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(125
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(107
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)
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Total liabilities and stockholders' deficit
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$
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3
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$
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3
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The accompanying notes are an integral part of these condensed consolidated financial statements.
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)
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For the Three Months Ended
September 30,
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For the Nine Months Ended
September 30,
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2015
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2014
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2015
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2014
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Sales
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$
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-
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$
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-
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$
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-
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$
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-
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Cost of sales
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-
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-
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-
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-
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Gross profit
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-
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-
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-
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-
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Operating expense:
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General and administrative
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1
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3
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13
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15
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Total operating expenses
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1
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3
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13
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15
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Loss from operations
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(1)
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(3
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(13)
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(15
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Other expense
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(2)
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(1
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(5)
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(4
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Net loss
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$
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(3)
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$
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(4
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$
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(18)
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$
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(19
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Basic and diluted net loss per common share
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$
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(0.02)
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$
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(0.02
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$
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(0.10)
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$
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(0.10
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Shares used in basic and diluted per share computation
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187,000
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187,000
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187,000
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187,000
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The accompanying notes are an integral part of these condensed consolidated financial statements.
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)
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For the Nine Months
Ended September 30,
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2015
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2014
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Cash flows from operating activities:
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Net loss
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$
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(18)
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$
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(19
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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6
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4
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Net cash used in operating activities
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(12)
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(15
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Cash provided by financing activities
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Proceeds from shareholder loans
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12
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6
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Net cash provided by financing activities
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12
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6
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Net decrease in cash and cash equivalents
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-
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(9
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Cash and cash equivalents at beginning of the period
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3
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10
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Cash and cash equivalents at end of the period
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$
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3
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$
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1
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The accompanying notes are an integral part of these condensed consolidated financial statements.
AZZURRA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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1.
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BACKGROUND AND ORGANIZATION
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Azzurra Holding Corporation (the “Company”) is a Delaware corporation. The Company currently has no ongoing operations. The Board of Directors has determined to maintain the Company as a public shell corporation, which will seek suitable business combination opportunities. The Board believes that a business combination with an operating company has the potential to create greater value for the Company’s stockholders than a liquidation or similar distribution
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BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES
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Basis of Presentation
Since July 2007, the Company has been a non-operating shell company and its business operations have been limited to sustaining the public shell.
Accounting Estimates
In preparing the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations and for the periods presented have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for future periods or for the fiscal year. The condensed consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.
You should read these condensed consolidated financial statements together with the historical consolidated financial statements for the Company for the years ended December 31, 2014 and 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2015 (the “Annual Report”).
Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The Company currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company which may be deemed to be an investment company, subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. To continue as a going concern, pending consummation of a combination-type transaction, the Company intends to either seek additional equity or debt financing. No assurances can be given that such equity or debt financing will be available to the Company nor can there be any assurance that a combination transaction will be consummated. Should the Company need to incur any significant liabilities prior to a combination transaction, including those associated with the current minimal level of general and administrative expenses, it may not be able to satisfy those liabilities in the event it is unable to obtain additional equity or debt financing.
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3.
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NOTES PAYABLE
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Prior to January 1, 2015, the Company issued promissory notes with an aggregate principal amount of $87,500. On March 17, 2015 and March 31, 2015, the Company issued additional promissory notes in the principal amount of $5,000 each, and on August 7, 2015, the Company issued an additional promissory note in the principal amount of $2,500 (collectively, the “Notes”). Each of the Notes are payable on demand and accrue interest at the rate of 7% annually. As of September 30, 2015, the total principal and accrued interest due under the terms of the Notes was approximately $120,000.
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4.
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NET LOSS PER SHARE
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Basic and diluted loss per common share is computed by dividing the net loss by the weighted average common shares outstanding. No options or warrants are currently issued or outstanding.
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5.
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SUBSEQUENT EVENTS
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There have been no subsequent events since September 30, 2015 to the date of this filing to report.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements, which involve numerous risks and uncertainties. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Certain Factors Affecting the Company" contained in our Annual Report on Form 10-K for the year ended December 31, 2014, and other documents filed by us with the Securities and Exchange Commission.
Description of Business
Azzurra Holding Corporation (the “Company,” “we,” “us,” “our”) was incorporated in 1991 as a Delaware Corporation. Our executive offices are located at 600 West Broadway, Suite 700, San Diego, California 92101, and our telephone number is (619) 795-1134.
The Company currently has no ongoing operations. The Board has determined to maintain the Company as a public shell corporation, which will seek suitable business combination opportunities. The Board believes that a business combination with an operating company has the potential to create greater value for the Company’s stockholders than a liquidation or similar distribution.
During the nine month period ended September 30, 2015, the Company was a non-operating shell company and its business operations were limited to sustaining the public shell.
Employees
As of September 30, 2015, we did not have any full- or part-time employees. Our President and Chief Executive Officer, who also serves as our Chief Financial Officer, works part-time as a consultant to the Company.
Critical Accounting Policies
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material and affect the results of operations reported in future periods.
RESULTS OF OPERATIONS
Sales
During the nine months ended September 30, 2015 and 2014, the Company had no sales, and no sales are anticipated to occur until such time as the Company merges with or acquires an operating company, or otherwise commences operations.
Gross Profit
During the nine months ended September 30, 2015 and 2014, the Company had no gross profit as it did not have sales during either periods.
General and Administrative
During the three month periods ended September 30, 2015 and 2014, general and administrative expenses were approximately $1,000 and $3,000, respectively. During the nine month periods ended September 30, 2015 and 2014, general and administrative expenses were approximately $13,000 and $15,000, respectively. General and administrative expenses during the periods reported consist principally of auditing, related costs associated with the preparation, review and filing of the Company’s consolidated financial statements, and related administration costs and expenses.
Other Expense
During the three month periods ended September 30, 2015 and 2014, other expense was approximately $2,000 and $1,000, respectively. During the nine month periods ended September 30, 2015 and 2014, other expense was approximately $5,000 and $4,000, respectively. Other expense consists of interest expense on the Company's notes payable.
Net Income (Loss)
During the three month periods ended September 30, 2015 and 2014, the net loss was $3,000 and $4,000, respectively. During the nine month periods ended September 30, 2015 and 2014, the net loss was $18,000 and $19,000, respectively.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2015, the Company had cash and cash equivalents of approximately $3,000, compared to approximately $3,000 in cash and cash equivalents at December 31, 2014. During the nine month period ended September 30, 2015, overall cash increased by approximately $12,000 primarily due to receipt of promissory notes totaling $12,000, and offset by cash flows from operations during the nine months ended September 30, 2015.
The Company currently has no operations, and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, the Company does not intend to combine with a private company, which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprises becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. To continue as a going concern, pending consummation of a combination-type transaction, the Company intends to either seek additional equity or debt financing. No assurances can be given that such equity or debt financing will be available to the Company nor can there be any assurance that a combination transaction will be consummated. Should the Company need to incur any significant liabilities prior to a combination transaction, including those associated with the current minimal level of general and administrative expenses, it may not be able to satisfy those liabilities in the event it was unable to obtain additional equity or debt financing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Prior to the filing of this report, the Company's management assessed the effectiveness of our internal control over financial reporting. Based upon this assessment, management concluded that the Company’s controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
The Company’s Chief Executive Officer and Chief Financial Officer has determined that there have been no changes in the Company’s internal control over financial reporting during the period covered by this Report identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There are no risk factors identified by the Company in addition to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.
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.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits
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31
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Certification of Principal Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
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32
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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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.
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AZZURRA HOLDING CORPORATION
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Date: November 6, 2015
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/s/ Daniel W. Rumsey
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Daniel W. Rumsey, Chief Executive Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
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-9-