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 March 31, 2004
[ ] 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 000-27113
AZUR INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 50-0015673
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State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification Number)
101 NE 3rd Avenue, Fort Lauderdale, Florida 33301
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(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 small business issuer was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES [ ] NO [X]
As of the close of business on September 29, 2005, there were 50,571,238 shares
of the small business issuer's $.0001 par value per share Common Stock
outstanding.
AZUR INTERNATIONAL, 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 13
Item 3. Controls and Procedures 15
PART II Other Information 16
Items 1 through 6 16
Forward Looking Statements and Associated Risks
Signature Page 17
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 2004
2004
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(Unaudited)
ASSETS
Current Assets
Cash and Cash Equivalents $ 306,267
Prepaid Expenses 88,112
Other Receivables 96,650
------------
Total Current Assets 491,030
Property, Plant & Equipment 5,980,691
Other Assets
Loan Acquisition Costs (net of amortization of $22,498) 112,433
Investments in Real Estate 250,876
Deposits - Real Estate Investment 50,000
Goodwill 152,172
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Total Other Assets 565,481
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TOTAL ASSETS $ 7,037,202
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LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Current Portion-Notes and Mortgages Payable 1,099,805
Other Current Liabilities 320,000
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Total Current Liabilities 1,419,805
Long-Term Debt
Notes and Mortgages Payable 4,881,331
Liabilities Subject to Compromise from Bankruptcy 752,971
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Total Long-Term Debt 5,634,302
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Total Liabilities 7,054,107
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Stockholders' Equity
Common Stock - $.01 par value, 200,000,000 shares authorized;
shares issued and outstanding 28,248,900 282,489
Non Controlling Interest in Subsidiaries 504,286
Additional Paid in Capital 386,191
Accumulated Deficit (1,189,871)
Accumulated Other Comprehensive Loss --
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Total Stockholders' Equity (16,905)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 7,037,202
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The accompanying notes are an integral part of the consolidated financial
statements.
3
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003
2004 2003
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(Unaudited) (Unaudited)
Revenues
Sales $ -- $ --
Rents 22,791 --
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Total Revenue 22,791 --
Cost of Sales -- --
------------ ------------
Gross Income 22,791 --
Operating Expenses
General & Administrative Expenses 219,559 --
------------ ------------
Total Operating Expenses 219,559 --
------------ ------------
Net Income (Loss) Before
Other Income/(Expense) (196,768) --
Other Income and (Expense)
Interest Income 2 --
Other Income -- --
Interest Expense (15,373) --
Other Expense -- --
------------ ------------
Total Other Income and (Expense) (15,371) --
------------ ------------
Net Income (Loss) from Continuing Operations (212,139) --
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Net Income (Loss) before adjustments for minority interest (212,139) --
Non Controlling Interest in Subsidiary (5,121) --
------------ ------------
Income (Loss) before Provision for Income Taxes (207,018) --
Provision for Income Taxes -- --
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Net Income (Loss) $ (207,018) $ --
============ ============
Net Loss per Weighted Average Number of
Common Shares $ (0.01) $ --
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Weighted Average Number of Common
Shares Outstanding 22,073,008 369,086
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The accompanying notes are an integral part of the consolidated financial
statements.
4
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2004 and 2003
2004 2003
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (207,018) $ --
Adjustments to Reconcile Income (Loss) to Net Cash
Provided (Used) for Operating Activities:
Depreciation and Amortization 7,388 --
Services and Interest paid by Isuance of Common Stock 139,998 --
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Net Cash Provided (Used) In Operations (59,632) --
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CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in Building in Progress (5,020) --
Increase in Real Estate Holdings (10,876) --
Increase in Real Estate Deposits (50,000) --
Cash acquired on Acquisitions 3,206 --
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Net Cash Provided (Used) in Investing Activities: (62,690) --
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock 200,000 --
Proceeds From Stock Subscriptions 320,000 --
Proceeds From Notes and LoansPayable 6,297 --
Payment of Notes and Loans Payable (97,708) --
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Net Cash Provided (Used) in Financing Activities: 428,589 --
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Net Increase (Decrease) in Cash 306,267 --
Beginning Cash -- --
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Ending Cash $ 306,267 $ --
============ ============
SCHEDULE OF NONCASH ACTIVITIES:
Common Stock Issued for Services and Interest 139,998 --
Common Stock Issued for Acquisitions 98,800 --
SUPPLEMENTAL CASH FLOW INFORMATION
Interest Expense Paid $ 15,371 --
Income Taxes Paid -- --
The accompanying notes are an integral part of the consolidated financial
statements.
5
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. BACKGROUND
Azur International, Inc. is in the business of developing and marketing luxury
residential and resort properties. The Company was originally incorporated in
the State of Nevada in June 1997 under the name of Union Chemical Corporation in
order to be a partner in a joint venture that was never consummated. In June
1999, the Company changed its name to Hotyellow98.com, Inc. as it acquired an
Arizona corporation, Hotyellow98.com. The Company subsequently changed its name
to the current name of Azur International, Inc.
In November of 2001 the Company entered bankruptcy under chapter 7 of the
bankruptcy laws in the United States Bankruptcy Court for the district of
Arizona. It emerged from bankruptcy in July 2003.
On February 9, 2004 Azur International, Inc. acquired Azur Development Corp.
(formally known as Mingo Bay Development Corp) in a stock for stock transaction.
B. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include accounts of Azur International,
Inc. and its wholly-owned subsidiaries. All material transactions have been
eliminated. The following is a list of subsidiaries and their respective
controlling interests:
Rio Vista, LLC - 53%
48 Hendricks LLC - 63%
Azur Development Corp. - 100%
C. REAL ESTATE HOLDINGS
Real estate investments are stated at the lower of cost or market. Acquisition
costs are allocated to respective properties based on appraisals of the various
properties acquired in the acquisition.
D. REVENUE RECOGNITION
Real Property: Revenue is recognized under the full accrual method of accounting
upon the completed sale of real property held for development and sale. All
costs incurred directly or indirectly in acquiring and developing the real
property are capitalized.
E. 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 disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
F. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand; cash in banks, and any highly
liquid investments
6
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
with maturity of three months or less at the time of purchase. The Company and
its subsidiaries maintain cash and cash equivalent balances at several financial
institutions, which are insured by the Federal Deposit Insurance Corporation up
to $100,000. At times, the cash balances may exceed federally insured limits. We
have not experienced any losses in such accounts and we believe the risk related
to these deposits is minimal.
G. PROPERTY AND EQUIPMENT
Property and equipment are carried at cost and are being depreciated over their
useful lives using straight line depreciation methods. The estimated useful
lives of significant assets are as follows:
Equipment 5 years
Land Improvements 20 years
Buildings 40 years
H. EARNINGS/LOSS PER SHARE
Primary earnings per common share are computed by dividing the net income (loss)
by the weighted average number of shares of common stock and common stock
equivalents outstanding during the quarter and year-to-date. The number of
shares used for the three months ended March 31, 2004 was 22,073,008 and the
resulting loss per share was $.01.
I. INCOME TAXES
In February 1992, the Financial Accounting Standards Board issued Statement on
Financial Accounting Standards 109 of "Accounting for Income Taxes." Under
Statement 109, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. The Company has net operating losses (NOL's) of
approximately $ 1,189,871.
Statutory federal income taxes 34%
Valuation allowance (34)
Effective tax rate 0%
NOTE 2 - RELATED PARTY TRANSACTIONS
Rio Vista, LLC, a subsidiary of Azur Development Corp. has mortgages with banks
on property owned that were financed in the individual name of a principal of
the company. There are also bank accounts that are titled in the name of the
same principal that belong to Rio Vista, LLC.
A major shareholder of Azur International is also a minority owner in both Rio
Vista, LLC and 48 Hendricks, LLC.
NOTE 3 - EMPLOYMENT/CONSULTING AGREEMENTS
7
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
The following employment and consulting agreements are in effect as of March
31st, 2004:
A. The Chief Executive Officer, who also serves as the chairman of the
Board of Directors of the Company, has a consulting agreement with a 36
month term, commencing on February 1, 2004. His compensation for the
duration of the agreement is as follows:
Year 1 - 500,000 restricted shares of Azur International common stock
at $.01.
Year 2 - $360,000 per year, plus 500,000 restricted shares of Azur
International common stock at $.01. Year 3 - $480,000 per year, plus
500,000 restricted shares of Azur International stock at $.01. Under
this Consulting Agreement, the Corporation provides said executive with
an automobile.
B. The General Counsel & Corporate Secretary has and Employment Agreement
with a term of 1 year, commencing on April 15, 2004. After the initial
term, the agreement shall renew automatically for additional 1 year
periods, unless terminated by either party. His compensation is
$120,000 per annum, to be increased at a rate of no less than 10% per
annum.
C. An international consulting company has a Consulting Agreement focusing
on developing business in the European market, commencing on March 10,
2004, for a term of 12 months. Compensation is composed of a listing
fee of $12,500 for listing application at a German Stock Exchange, and
an engagement fee of 400,000 shares of common stock at $.01, paid on
March 10, 2004.
NOTE 4 - CAPITAL TRANSACTIONS
In February 2004 the Company issued 9,050,000 shares of its common stock for the
acquisition of Azur Development Corp. Also as part of the overall transaction
the Company issued 4,330,000 shares of its common stock pursuant to a
"Membership Interest Agreement" in 48 Hendricks, LLC and 10,197,649 shares of
common stock to various individuals for their efforts, cooperation and/or
services performed on behalf of the Company. All shares were valued at $.01.
In February 2004 the Company sold 4,000,000 common shares for $200,000 in an
exempt transaction.
NOTE 5 - LONG TERM DEBT
Long term debt consists of the following:
Equity Line of credit -Loan is in the name of a partner. Interest rate is
variable (currently at 5.875%). Loan secured by Rio Vista property. $ 160,959
$1,034,822
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AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
Mortgage Payable - First Mortgage in name of a partner. Interest is at a
variable rate, currently 3.375%. Interest only is due monthly until November 1,
2012, and the borrower has the right to prepay with no penalty. Maturity date
of the mortgage is October 1, 2027
1,034,822
Mortgage Payable - First mortgage secured by 48 Hendricks property. Bank has a
Secured interest in rents, leases, fixed asset and profits. Interest is
variable but can never be less than 5 %. Current rate is 5.5 %. Payments are
interest only
3,685,550
Note Payable to shareholders of 48 Hendricks LLC, as part of acquisition price,
due on January 31, 2005.
900,000
Note Payable to shareholders of Rio Vista LLC, as part of acquisition price,
due on May 5th, 2004.
180,000
Note Payable to Mingo Bay.
6,805
Total obligations
$ 5,968,136
Less: Short-term portion
(1,099,805)
Long-term maturities
$ 4,881,331
NOTE 6 - LOAN ACQUISITION COSTS
Loan acquisition costs consist of the following:
Rio Vista, LLC 10,350
48 Hendricks, LLC 124,582
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134,932
Less Accumulated Amortization (22,498)
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Total Loan Acquisition Costs $ 112,434
Loan costs are amortized as follows:
Rio Vista, LLC 120 months
48 Hendricks, LLC 35 months
Amortization Expense for the six months ended March 31, 2004 totaled $ 7,388.
NOTE 7 - COMMITMENTS & SUBSEQUENT EVENTS
A. On November 17, 2004 the Company acquired The Grand Shell Landing, Inc.,
which operates an 18-hole golf course, pro shop and restaurant in
Mississippi. At the present time, The Grand Shell
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AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
Landing, Inc. generates golf-related revenues only; there is no real estate
activity as of yet.
B. On February 24, 2005 the Company purchased Airtek Safety Limited, a British
company which derives income from the rental of cranes and equipment and
services to the construction industry. The purchase, which was effective
January 1, 2005, was a cash transaction whereby the sellers have the option
of taking stock in lieu of cash. Pursuant to the purchase agreement with the
shareholders of Airtek, Azur International has agreed to pay 6.1 million
pounds (approximately $11,224,000) on August 24, 2005 (extended to February
24, 2006). The shareholders have the option to acquire an aggregate of
3,741,333 shares of common stock in lieu of cash payment due. The shares of
Airtek are being held in escrow pending payment of the purchase
consideration. In the event the Company defaults on its obligation, the
agreement will be rescinded and the escrowed shares will be returned to the
Airtek shareholders.
C. On May 5, 2005 the Company entered into an agreement to acquire up to 80% of
the land surrounding the Grand Shell Landing Golf Course in Mississippi. The
Company has invested a total of $1,300,309 in said land.
D. On May 18, 2005 Azur Development Corporation, a wholly owned subsidiary of
the Company assigned its interest in 48 Hendricks LLC to Azur International
Inc. for business and financing purposes.
E. On June 1, 2005 pursuant to a Stock Purchase Agreement dated as of June 1,
2005 between HVST Acquisition Corporation, a Nevada corporation owned and
controlled by James A. Ditanna of King of Prussia, Pennsylvania ("HVST
Acquisition"), and Azur International, Inc. ("Azur"), HVST Acquisition sold
to Azur 68,960,000 shares of common stock of New Harvest Capital
Corporation, constituting approximately 50.4% of the outstanding common
shares of New Harvest (the "Harvest Shares"). The purchase price for the
Harvest Shares was $550,000 paid in cash. By virtue of its acquisition of a
majority of the voting securities of New Harvest on such date, Azur acquired
from HVST Acquisition control of New Harvest Capital Corporation on June 1,
2005.
Simultaneously with the acquisition of the New Harvest Shares, Azur entered
into a Consulting and Investment Banking Services Agreement with Venture
Fund I, Inc., a Nevada corporation owned by James Ditanna ("Venture") under
which Venture has agreed to provide to Azur certain information, evaluation
and consulting and investment banking services for a consideration of
600,000 shares of common stock of Azur, which were issued on June 27th,
2005.
F. On August 9, 2005, the Company and the shareholders of Airtek Safety Limited
signed the First
10
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
Addendum to the Agreement for the Sale and Purchase of the Entire Issued Share
Capital of Airtek Safety Limited. The addendum extended the "Deferred Payment
Date" in the initial agreement to six months from August 24, 2005, making the
new due date February 24, 2006. As part of the addendum, the Company shall pay
the following "Installment Payments": $250,000 on September 24th, 2005, and
$75,000 each subsequent month on October 24th, 2005, November 24th, 2005,
December 24th, 2005 and January 24th, 2005. The first payment of $250,000 was
made on September 29, 2005. The Installment Payments shall be distributed to the
Sellers in their respective percentages. The Installment Payments shall reduce
the total purchase price accordingly, and the Consideration Shares held by the
escrow agent shall be reduced and returned to the Company as follows: 83,000
shares on September 24, 2005, and 25,000 shares upon each subsequent installment
payment.
G. On August 29-30, 2005 the state of Mississippi was affected by Hurricane
Katrina. Shell Landing Golf Course, which is located in Gautier,
Mississippi, was impacted by this hurricane. No significant structural
damage has occurred, mostly due to the high elevation of the land pertaining
to the golf course. There was loss of power to the area, which resumed on
September 23, 2005. Although the golf course resumed operations on September
30, 2005, we do expect a reduction in revenues from the golf course in the
short term as a result of the hurricane. The insurance company has been
contacted and the claims have been submitted with respect to economic loss
and damage that may have occurred to the gold course and any related
property.
H. The Notes Payable to the shareholders of Rio Vista LLC and 48 Hendricks LLC,
as part of their acquisition price, were satisfied in a timely manner, on
April 13, 2004 and January 31, 2005 respectively.
I. The Company's long-term debt (as stated in Note #5 above) has changed
significantly due to acquisition of new companies, pre-development expenses,
and the commencement of construction projects. The following list details
the additional long-term debt the Company has incurred since March 31, 2004: 4,576,341
Mortgage Payable - First mortgage secured by 48 Hendricks property. Bank
has a Secured interest in rents, leases, fixed asset and profits. Interest
is variable but can never be less than 5 %.
Current rate is 5.5 %. Payments are interest only. ($890,791 of the total
principal balance is incremental since March 31, 2004, as construction on
the project commenced in March of 2005).
Note Payable to finance company, monthly payments are variable, including
interest of 6.75%, collateralized by Grand Shell Landing golf course
property, due November 2009 6,273,156
Note Payable to finance company, monthly payments of $ 278, including
imputed interest of 7%, collateralized by equipment, due October 2006 4,910
11
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
NOTE 7 - COMMITMENTS & SUBSEQUENT EVENTS (Continued)
Note Payable to finance company, monthly payments of $ 277, including imputed interest of
6.49% collateralized by equipment, due May 2007 5,942
Note payable to a finance company, monthly payments of $ 814, including imputed interest
of 6.75%, collectivized by equipment, due October 2006 11,624
Note Payable to private investor, due May 6, 2005 (Extended to January 1,
2006) with interest payable at 12%, and unsecured. 3,000,000
Notes Payable to private investor with maturity date of August 14th, 2005 (Extended to
February 14, 2006) 700,000
Notes Payable - various installment obligations for crane and safety equipment. 933,224
Note Payable bearing interest at 6% on acquisition of The Grand Shell
Landing Golf course to former owner. Owner has an option to purchase the
Company's stock, currently held
in escrow, in lieu of payment of the note, due on November 16, 2005 1,070,811
Obligation payable for acquisition of Airtek Safety Ltd,
non-interest-bearing , secured by common stock held in escrow, due on
August 24, 2005 (Extended to February 24th, 2006).
The shareholders of Airtek can choose to accept common stock in lieu of cash payment. 11,224,000
Note Payable to private investor, due May 31, 2006 with 18% interest. 840,000
Note Payable to private investor, due September 30, 2005, bearing 12% interest (extended
to March 8, 2006) 100,000
Convertible Debenture to Investment Company bearing 12% interest, due on June 1, 2006 700,000
Convertible Debenture to private investor bearing 12% interest, due on June 1, 2006 300,000
J. Current portion of long-term debt with payment due dates through June 30,
2005 have been paid or extended.
K. The following employment and consulting agreements have been added and are
in effect since March 31, 2004:
The Vice President of Development, who is also the President of the Azur
Development subsidiary, has a Consulting Agreement with a term of twelve
months, commencing on November 1, 2004. After the initial term, the
agreement shall renew automatically for additional twelve month term,
unless terminated by either party. His compensation is 10% of the net
profits of any developments that he initiates. He shall be paid 50% in
cash payment, and 50% in restricted common shares at $.01. This agreement
was replaced with the Chief Operating Officer employment agreement on
July 12, 2005.
The Vice President of Operations of the Company's has an employment
agreement with a term of 3 years, commencing on September 1, 2004. His
compensation, beginning on January 1st, 2005, is $120,000 per annum. He
also received a signing bonus in the form of 50,000 restricted shares of
the Company's common stock at $3.00 per share. The Signing Bonus was paid
sixty days from the effective date of the contract, which was September 1,
2004. On July 1, 2005, the Company singed a Termination of Employment
Agreement by and between the Vice President of Operations, whereby both
parties mutually agreed to terminate the Executive's employment agreement
with the corporation. As stipulated in the agreement, the Executive shall
receive the following severance benefits: (1) Salary until August 15, 2005
(2) 20,000 Restricted Shares of stock (3) health benefits until August 15,
2005 and (4) stipend of $5,000 for moving expenses.
The Company appointed a new Chief Operating Officer on July 12, 2005, and
entered into an employment agreement with the Executive, with an effective
date of July 1, 2005. The agreement details the following terms and
conditions: (1) The Executive's salary shall be $60,000 per annum, (2) The
Executive shall receive a signing bonus of 50,000 restricted shares of the
Company's stock, (3) The Executive shall receive 5,000 restricted shares
of the Company's stock on the first of each month, for term of the
agreement, (4) The Executive shall receive 5% of the net profits derived
by the Company from any project, which has been directly originated by the
Executive; the 5% consideration shall be payable 1% in cash payments and
4% in restricted shares of the Company's stock, (5) The Executive shall
receive 5% of the net profits derived by the Company from the leasing of
cranes, which has been directly referred to by the Executive; the 5%
consideration shall be payable 1% in cash payments and 4% in restricted
shares of the Company's stock and (6) the term of the agreement is one
year and shall renew automatically for additional one year periods, unless
terminated by either party.
The President of the Company, who also serves on the Board of Directors,
has an employment agreement with a term of 3 years, commencing on
September 1, 2004. His compensation, beginning on January 1, 2005, is
$240,000 per annum. He also received a signing bonus in the
12
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
form of 166,666 restricted shares of the Company's common stock valued at
$3.00 per share. The signing bonus was paid sixty days from the effective
date of the contract, which was September 1, 2004.
The Vice President of Development, who is also the President of the Azur
Development subsidiary, has a Consulting Agreement with a term of twelve
months, commencing on November 1, 2004. After the initial term, the
agreement shall renew automatically for additional twelve month term,
unless terminated by either party. His compensation is 10% of the net
profits of any developments that he initiates. He shall be paid 50% in cash
payment, and 50% in restricted common shares at $.01. This agreement was
replaced with the Chief Operating Officer employment agreement on July 12,
2005. (Please see Note 17(A) on commitments and subsequent events.)
A director of the Company, who has been engaged to develop home building
and commercial development projects, as well as oversee any European
projects, has a Consulting agreement with a term of three years, commencing
on October 5, 2004. His compensation is a base fee of 3,000,000 of shares
of common stock at $.01.
An advisory agreement is in effect between the Company and another
consulting firm for services related to the acquisition of new companies
and the listing of shares on the American Stock Exchange and other foreign
exchanges. The agreement commences on August 1st, 2004, for a term of 2
years, ending on August 1st, 2006. The compensation is 2,000,000 shares of
common stock at $.01, plus 10% of the acquisition price of new companies
identified by the consulting company. The 10% shall be paid in shares of
common stock valued at the previous day's bid price. In a First Addendum to
the Advisory Agreement dated June 27, 2005, the Company agreed to afford
the consultant an advance payment of $25,000 against future compensation.
The advance shall be against any subsequent payments due and payable to the
Consultant.
An IR/PR-Services Agreement is in effect between the Company and an
international consulting company for a period of twelve moths, commencing
on June 30, 2005. In connection with this agreement, the Company shall pay
the Consultant compensation as follows: (1) a $15,000 listing fee for
listing application at a German stock exchange, which shall be satisfied by
the issuance of 12,000 shares of the Company's common stock, (2) a $110,000
engagement fee for the performance of consulting services, which shall be
satisfied by the issuance of 88,000 shares of the Company's common stock
valued at $1.25 per share and (3) a 10% finder's fee in connection with any
acquisitions, projects, or any other findings or transactions involving
products, commodities, services, currencies, additions, renewals,
extensions, rollovers, amendments, new contracts, re-negotiations, parallel
contracts or agreements or third party assignments thereof.
A retainer agreement dated May 31, 2005 is in effect between the Company
and an investor relations firm for implementation of the Company's
financial communications program. The agreement, which has an effective
date of June 1, 2005 carries a term of twelve months ending on May 31,
2006. During the term, in consideration for the services, the company shall
pay the investor relations firm a retainer fee of $60,000 for the initial
ninety day start up period, and $15,000 monthly for each month after the
third month. As additional consideration, the Company grants the investor
relations firm warrants topurchase an aggregate of 100,000 shares of common
stock over a three year period at the exercise price per share of $2.00 per
share.
The Company has a retention agreement for strategic and business
consultancy services with a consulting firm dated February 1, 2005. (1)
consulting fees of $25,000 upon execution of the agreement, and each
subsequent month for a period of one year, (b) warrants to purchase an
aggregate number of shares of the Company's common stock (i) equal to 9.8%
of the outstanding common stock of Azur International as of the February 1,
2005, or 4,093,708 shares at the exercise price per share equal to 50% of
the average closing price for the common stock during the ten days
immediately preceding February 1, 2005 ($1.691), and (c) finder's fees as
stipulated in section 4-c of the retention agreement.
The Company has a retainer agreement with a land planner dated February 3,
2005 for land planning and golf course design services which are to take
place in three stages. The fees for said services total $210,000, with
$84,000 to be paid in shares of the Company's common stock. The remaining
$126,000 is to be paid in cash and will be billed each month, based on the
percentage of work completed.
A one year consultant agreement dated May 6, 2005 is in effect between the
Company and a consultant to develop programs to achieve the Company's
public relations objectives. The compensation for the consultant's services
shall be paid in 2,000,000 restricted shares of the Company's stock to be
issued upon execution of the agreement on the date stated above.
The Comptroller of Azur International signed an employment agreement with
the Company dated August 30, 2005, for a term of one year, which shall
renew automatically in one year periods. As per said agreement, the
Executive's salary is $80,000 and shall increase at a rate of no less than
5% per annum. The Executive shall receive a signing bonus of 25,000
restricted shares of the Company's stock , and an additional performance
bonus of $10,000 per quarter in restricted shares of the Corporation,
contingent on the Corporation meeting quarterly filings with the SEC
beginning with the third quarter of 2005.
Item 2. Management's Discussion and Analysis or Plan of Operation
Introduction
Azur International, Inc. is a real estate development company with operations in
the United States, primarily in Ft. Lauderdale, Florida. Our line of business is
real estate development and operation. The year 2004 is effectively our first
year of operation, and accordingly no comparisons are made with the first
quarter of 2003.
In February 2004 we made initial acquisitions of interests in real estate
properties and development projects that now comprise our real estate
activities. These acquisitions include interests in Place des Arts and Meritage
condominium development projects.
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Results of Operations
Quarter Ended March 31, 2004
Revenue & Gross Profit
For the quarter ended March 31, 2004, total revenue was comprised of residential
rentals that totaled $22,791.
General and Administrative
General and administrative expenses for the quarter ended March 31, 2004 were
$219,559 and were comprised of corporate overhead and real estate-related
expenses.
Interest Expense
Interest expense for the quarter ended March 31, 2004 totaled $ 15,373 and was
comprised of amounts paid for mortgages and loans, secured by real property.
Net Loss
The net loss for the quarter ended March 31, 2004 was $ 207,018. These results
are reflective of the early stage of our business operations, as costs are being
incurred in connection with acquisition activities, payments of pre-development
expenses and the creation of management infrastructure.
Liquidity and Capital Resources
At March 31, 2004 we had a net working capital deficit $928,775. The deficit is
mostly attributable to current portion of notes payable for the acquisition of
Rio Vista LLC and 48 Hendricks LLC, which come due on or before January 31,
2005.
Discussion of Certain Current Assets and Liabilities
Prepaid Expenses
At March 31, 2004 our prepaid expenses totaled $88,112, and were mostly
comprised of prepaid mortgage interest.
Other Receivables
Other receivables amounted to $96,650 for the quarter ended March 31, 2004, and
were mostly made up of stock subscription receivables.
Current Portion of Notes and Mortgages
At March 31, 2004, our current portion of notes and mortgages payable amounted
to $1,099,805, and was mostly comprised of notes payable for the acquisition of
Rio Vista LLC and 48 Hendricks LLC.
As of March 31, 2004 we have outstanding short-term and long term debt as
follows:
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Equity Line of credit -Loan is in the name of a partner. Interest rate is variable $ 160,959
(currently at 5.875%). Loan secured by Rio Vista property.
Mortgage Payable - First Mortgage in name of a partner. Interest is at a
variable rate, currently 3.375%. Interest only is due monthly until November 1,
2012, and the borrower has the right to prepay with no penalty. Maturity date
of the
mortgage is October 1, 2027 1,034,822
Mortgage Payable - First mortgage secured by 48 Hendricks property. Bank has a
Secured interest in rents, leases, fixed asset and profits. Interest is variable but can
never be less than 5 %. Current rate is 5.5 %. Payments are interest only 3,685,550
Note Payable to shareholders of 48 Hendricks LLC, as part of acquisition price,
due on January 31, 2005. 900,000
Note Payable to shareholders of Rio Vista LLC, as part of acquisition price, due on
May 5th, 2004. 180,000
6,805
Note Payable to Mingo Bay.
$ 5,968,136
Total obligations
Less: Short-term portion (1,099,805)
-
Long-term maturities $ 4,881,331
Other Current Liabilities
Other current liabilities of $320,000 as of March 31, 2004 are made up of stock
subscriptions payable.
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.
In July 2005, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chairman and Chief
Executive Officer 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 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
In February 2004 the Company issued 9,050,000 shares of its common stock for the
acquisition of Azur Development Corp. Also as part of the overall transaction
the Company issued 4,330,000 shares of its common stock pursuant to a
"Membership Interest Agreement" in 48 Hendricks, LLC and 10,197,649 shares of
common stock to various individuals for their efforts, cooperation and/or
services performed on behalf of the Company. All of the above issuances were
made in private placement transactions under an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act")
afforded by Section 4(2) of the Securities Act. No placement agents or
underwriters were involved in any of these transactions.
In February 2004 the Company sold 4,000,000 common shares for $200,000 in an
exempt transaction.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
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 International, Inc.
(Registrant)
Date: October 12, 2005 /s/ Donald Winfrey
-----------------------------
Donald Winfrey
President
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