Azur (AZHI) 10QSB 2006 Q3 Quarterly report (small business)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-QSB

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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended January 31, 2006

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

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Commission File Number 000-25824

AZUR HOLDINGS, INC.

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(Exact name of small business issuer as specified in its charter)

Delaware	13-3337553
State or other jurisdiction of corporation or organization)	(I.R.S. Employer Identification Number)

101 NE 3rd Avenue, Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number, including area code (954) 763-1515

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

As of the close of business on March 13, 2006, there were 25,711,893 shares of the Registrant's $.0001 par value per share Common Stock outstanding.

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AZUR HOLDINGS, INC.

TABLE OF CONTENTS

PART I	Financial Information	Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis or Plan of Operation	9
Item 3.	Controls and Procedures	9
PART II	Other Information
Item 1.	Legal Proceedings	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
Signature Page		11

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AZUR HOLDINGS, INC.
BALANCE SHEET
January 31, 2006
	2006
	(Unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents	$	—
TOTAL ASSETS	$	—
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses	$	33,929
Total Current Liabilities		33,929
Stockholders' Equity
Preferred Stock - $.0001 par value, 5,000,000 shares
authorized; no shares issued and outstanding		—
Common Stock - $.0001 par value, 300,000,000 shares
authorized; shares issued and outstanding 100,120		10
Additional Paid in Capital		606,670
Accumulated Deficit		(640,609	)
Total Stockholders' Equity		(33,929	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	0
The accompanying notes are an integral part of the financial statements.

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AZUR HOLDINGS, INC.
STATEMENT OF OPERATIONS
For the Nine Months Ended January 31, 2006 and 2005
	2006			2005
	(Unaudited)			(Unaudited)
Revenues
Interest	$	—		$	625
Operating Expenses
General & Administrative Expenses		171,685			9,470
Total Operating Expenses		171,685			9,470
Net Income (Loss)	$	(171,685	)	$	(8,845	)
Net loss per weighted average number of
Common Shares	$	(1.71	)	$	(0.09	)
Weighted average number
of Common Shares outstanding		100,120			95,972
The accompanying notes are an integral part of the financial statements.

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AZUR HOLDINGS INC.
STATEMENT OF OPERATIONS
For the Quarters Ended January 31, 2006 and 2005
	2006			2005
	(Unaudited)			(Unaudited)
Revenues
Interest	$	—		$	289
Operating Expenses
General & Administrative Expenses		1,317			2,470
Total Operating Expenses		1,317			2,470
Net Income (Loss)	$	(1,317	)	$	(2,181	)
Net loss per weighted average number of
Common Shares	$	(0.01	)	$	(0.02	)
Weighted average number
of Common Shares outstanding		100,120			99,971
The accompanying notes are an integral part of the financial statements.

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AZUR HOLDINGS, INC.
STATEMENT OF CASH FLOWS
For the Nine Months Ended January 31, 2006 and 2005
	2006			2005
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(171,685	)	$	(8,845	)
Adjustments to Reconcile Income (Loss) to Net Cash
Provided (Used) for Operating Activities:
Changes in Assets and Liabilities:
Increase (Decrease) in accrued expenses		32,129			(1,200	)
Net Cash Provided by (Used in) Operations		(139,556	)		(10,045	)
Net Increase (Decrease) in Cash		(139,556	)		(10,045	)
Beginning Cash		139,556			149,428
Ending Cash	$	—		$	139,383
SCHEDULE OF NONCASH ACTIVITIES:
Common Stock Issued for Services	$	—

The accompanying notes are an integral part of the financial statements.

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AZUR HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

January 31, 2006 and 2005

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Azur Holdings, Inc. was organized under the laws of the state of Delaware on August 29, 1985.

The Company is currently engaged in the activity of searching for and investigating business opportunities.

Basis of Accounting

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Risk

The cash balances are currently not in excess of Federal insured limits of $100,000.

Income Taxes

The Company accounts for income taxes under the accrual method established by Statement of Financial Accounting Standards (SFAS) No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences and events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on assets and liabilities using enacted rates for the year in which the differences are expected to reverse.

Stock Based Compensation

The Company has issued shares of its common stock for services rendered and valued at estimated fair market value.

Earnings Per Share

Statement of Financial Accounting Standards No. 128, “Earnings Per Share”, which the Company adopted effective November 1, 1998, establishes standards for computing and presenting earnings per share. The standard requires the presentation of basic EPS and diluted EPS. Basic EPS is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period.

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AZUR HOLDINGS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

January 31, 2006 and 2005

Accounting Pronouncements

Management does not believe that any of the recently issued accounting pronouncements will be applicable to the Company.

NOTE 2 - CAPITAL TRANSACTIONS

On June 1, 2005, pursuant to a Stock Purchase Agreement, Azur International, Inc. acquired 68,960,000 shares of the Company’s common stock. This constituted approximately 50.4% of the Company’s total issued and outstanding common shares. Subsequent to the August 9, 2005 reverse stock split (see note 3), the number of shares acquired is equivalent to 50,336 shares.

NOTE 3 - REVERSE STOCK SPLIT

For all periods presented share and per share information in these financial statements and notes have been adjusted to reflect the Company’s 1 for 1,370 reverse stock split effective August 9, 2005.

NOTE 4 - SUBSEQUENT EVENTS

A.   On January 20, 2006, the Company filed a Certificate of Amendment with the state of Delaware, changing its name from New Harvest Capital Corporation to Azur Holdings, Inc.

B.   On February 14, 2006, the Company entered into and consummated an Exchange Agreement with AII. Under said agreement, the Company issued an aggregate of 25,236,773 shares of its Common Stock, par value $.0001 per share in exchange for 2,000 shares of common stock of The Grand Shell Landing, Inc., a Mississippi corporation, and 7,500 shares of common stock of Azur Shell Landing Resort, Inc., a Mississippi corporation, held by AII. We also assumed certain liabilities of AII aggregating approximately $1,650,000. Immediately after the consummation of the Exchange Agreement, AII owned an aggregate of 25,287,109 shares of the Company’s Common Stock, constituting approximately 99.8% of the issued and outstanding shares of the Company’s Common Stock.

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Item 2. Management’s Discussion and Analysis or Plan of Operation

Results of Operations

Quarter Ended January 31, 2006 versus Quarter Ended January 31, 2005

We had limited operations in both quarters and a loss of $1,317 for the quarter ended January 31, 2006 versus a loss of $2,470 for the quarter ended January 31, 2005. The loss during the current quarter was the result of our incurring legal fees, filing fees and other general and administrative expenses.

Nine Months Ended January 31, 2006 versus Nine Months Ended January 31, 2005

During the nine months ended January 31, 2006 we had a loss of $171,685 versus a loss of $8,845 for the nine months ended January 31, 2005. The loss during the current nine month period was the result of our incurring legal fees and other general and administrative expenses.

Item 3. Controls and Procedures.

Evaluation of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

At the conclusion of the period ended January 31, 2006, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer, President and General Counsel, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chairman and Chief Executive Officer, President and General Counsel concluded that our disclosure controls and procedures were effective in alerting them in a timely manner to information relating to the Company required to be disclosed in this report but adopted additional disclosure controls and procedures to improve the quality and timeliness of disclosure during our transition from a private to a public company.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

 None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 None

Item 3. Defaults Upon Senior Securities

 None

Item 4. Submission of Matters to a Vote of Security Holders

 None

Item 5. Other Information

Item 6.Exhibits

 (a)  Exhibits

31.1-   Certification of Chief Executive Officer pursuant to Rules 13a-14(a) as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2202.

31.2-   Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1-   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.

32.2-   Certification of the Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.

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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.

	Azur Holdings, Inc    (Registrant)
Date: March 17, 2006	/s/ Donald Winfrey
	Donald Winfrey  President

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