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 September 30, 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.
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TABLE OF CONTENTS
PART I Financial Information Page
- ------ --------------------- ----
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or
Plan of Operation 15
Item 3. Controls and Procedures 18
PART II Other Information
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Items 1 through 6 18-19
Signature Page 20
2
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, 2004
2004
----------------
(Unaudited)
ASSETS
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Current Assets
Cash and Cash Equivalents $ 25,454
Prepaid Expenses 3,060
Other Receivables 340,978
Deposits 13,166
----------------
Total Current Assets 382,658
Property, Plant & Equipment 6,032,386
Other Assets
Loan Acquisition Costs (net of amortization of $51,174) 83,757
Investments in Real Estate 250,876
Goodwill 152,172
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Total Other Assets 486,805
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TOTAL ASSETS $ 6,901,849
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LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------
Current Liabilities
Current Portion-Notes/Mortgages Payable 1,007,512
Other Current Liabilities 161,542
----------------
Total Current Liabilities 1,169,054
Long-Term Debt
Notes/Mortgages Payable 4,544,026
Liabilities Subject to Compromise from Bankruptcy 752,971
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Total Long-Term Debt 5,296,997
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Total Liabilities 6,466,051
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Stockholders' Equity
Common Stock - $.01 par value, 200,000,000 shares
authorized; shares issued and outstanding 39,208,369 392,084
Non Controlling Interest in Subsidiaries 796,711
Additional Paid in Capital 1,506,841
Accumulated Deficit (2,259,838)
Total Stockholders' Equity 435,798
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,901,849
================
The accompanying notes are an integral part of the financial statements.
3
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2004 and 2003
2004 2003
------------------ ----------------
(Unaudited) (Unaudited)
Revenues
Rents $ 124,394 -
------------------
Total Revenue 124,394 -
Operating Expenses
General & Administrative Expenses 1,167,152 -
Amortization Expense 36,064 -
------------------ ----------------
Total Operating Expenses 1,203,216 -
------------------ ----------------
Net Income (Loss) Before
Other Income/(Expense) (1,078,822) -
Other Income and (Expense)
Interest Income 99 -
Interest Expense (266,779) -
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Total Other Income and (Expense) (266,680) -
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Net Income (Loss) from Continuing Operations (1,345,502) -
------------------ ----------------
Net Income (Loss) before adjustments for minority interest (1,345,502) -
Non Controlling Interest in Subsidiary 68,518 -
------------------ ----------------
------------------ ----------------
Net Income (Loss) $ (1,276,984) -
================== ================
Net Loss per Weighted Average Number of
Common Shares $ (0.04) $ -
================== ================
Weighted Average Number of Common
Shares Outstanding 29,111,699 369,086
================== ================
The accompanying notes are an integral part of the
consolidated financial statements.
4
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarter Ended September 30, 2004 and 2003
2004 2003
----------------- ---------------
(Unaudited) (Unaudited)
Revenues
Rents $ 55,983 $ -
-----------------
Total Revenue 55,983 -
Operating Expenses
General & Administrative Expenses 417,577 -
Amortization Expense 6,772 -
----------------- ---------------
Total Operating Expenses 424,349 -
----------------- ---------------
Net Income (Loss) Before
Other Income/(Expense) (368,366) -
Other Income and (Expense)
Interest Income 6 -
Interest Expense (111,526) -
Total Other Income and (Expense) (111,520) -
----------------- ---------------
Net Income (Loss) from Continuing Operations (479,886) -
----------------- ---------------
Net Income (Loss) before adjustments for minority interest (479,886) -
Non Controlling Interest in Subsidiary 5,425 -
----------------- ---------------
Income (Loss) before Provision for Income Taxes (474,461) -
Provision for Income Taxes - -
----------------- ---------------
Net Income (Loss) $ (474,461) -
================= ===============
Net Loss per Weighted Average Number of
Common Shares $ (0.01) $ -
================= ===============
Weighted Average Number of Common
Shares Outstanding 35,868,261 369,086
================= ===============
The accompanying notes are an integral part of the
consolidated financial statements.
5
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
2004 2003
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (1,276,984) $ -
Adjustments to Reconcile Income (Loss) to Net Cash
Provided (Used) for Operating Activities:
Depreciation and Amortization 36,065 -
Services paid by Isuance of Common Stock 235,241 -
Changes in Assets and Liabilities:
Increase (Decrease) in Prepaid Expenses (223,155) -
Increse (Decrease) in Other Receivables 70,713 -
Increase in Deposits (20,000)
Increase in Other Current Liabilities 161,543 -
Net Cash Used In Operations (1,016,577) -
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CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in Real Estate Holdings (10,876) -
Increase in Real Estate Deposits (50,000) -
Purchase of Fixed Assets (56,715) -
Cash Acquired on Acquisitions 3,206 -
Net Cash Used in Investing Activities: (114,385) -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Minority Shareholder Contributions 298,722 -
Proceeds From Notes and LoansPayable 173,900 -
Payment of Notes and Loans Payable (651,207) -
Proceeds from Sale of Common Stock 1,335,001 -
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Net Cash Provided in Financing Activities: 1,156,416 -
---------------- ---------------
Net Increase (Decrease) in Cash 25,454 -
Beginnings Cash - -
---------------- ---------------
Ending Cash $ 25,454 $ -
================ ===============
SCHEDULE OF NONCASH ACTIVITIES:
Common Stock Issued for Services $ 177,431 -
Debt Issued for Acquisitions and Deposits
on Acquisitions 698,800
SUPPLEMENTAL CASH FLOW INFORMATION
Interest Expense Paid 152,253 $ -
Income Taxes Paid - -
The accompanying notes are an integral part of the
consolidated financial statements.
6
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 investment
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AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 September 30, 2004 was 29,111,699 and the
resulting loss per share was $.04.
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 $ 2,259,838.
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
The following employment and consulting agreements are in effect as of September
30, 2004:
8
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 and 2003
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.
D. 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.
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.
9
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 and 2003
In April 2004, the Company cancelled two certificates for an aggregate 3,500,000
common shares at $.01 per share.
In April 2004, the Company issued 230,769 shares of common stock at $.01 towards
the acquisition of 100% interest in a Commercial Agreement relating to a
property in Ft. Lauderdale, Florida.
In April 2004 the Company issued 606,250 shares of common stock for fees at $.01
per share.
In April 2005 the Company issued 1,791,250 shares of common stock for stock
subscriptions for a value of $1,350,000.
In June 2004, the Company entered into an agreement to purchase a European
company for shares of stock, at which time 6,050,000 shares of the Company's
common stock were issued and valued at $.01 per share. The agreement was
rescinded after September 30, 2004 and the Company is to receive back and cancel
all shares issued in the transaction.
In July 2004 the Company issued 10,000 shares of common stock valued at $.01 per
share for an extension agreement relating to a property located in Ft.
Lauderdale, Florida. Additionally, 751,101 shares of common stock valued at $.01
per share were issued for services.
In August 2004 the Company issued 20,000 shares of common stock valued at $.01
per share as consideration for loan fees.
In September 2004 the Company issued 5,000,000 shares of common stock valued at
$.01 per share as payment for services.
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. $ 153,798
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 r ixed asset and profits. Interest is variable but can never
be less than 5 %. Current rate is 5.5 %. Payments are interest only 3,369,125
10
Note Payable to shareholders of 48 Hendricks LLC, as part of acquisition price,
due on January 31, 2005. 298,793
Note Payable to finance company. Unsecured line of credit with interest
payable at 6% per annum commencing on October 1, 2004. Principal and interest
are due on January 24, 2005. 695,000
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Total Obligations $5,551,538
Less: Short-term portion (1,007,512)
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Long-term maturities $4,544,026
==========
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 (51,175)
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Total Loan Acquisition Costs $ 83,757
==========
Loan costs are amortized as follows:
Rio Vista, LLC 120 months
48 Hendricks, LLC 35 months
Amortization Expense for the six months ended September 30, 2004 totaled $
6,772.00.
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 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
11
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 and 2003
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 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 2, 2005.
12
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 and 2003
Although the golf course resumed operations on September 23, 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
September 30, 2004:
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. ($1,207,216 of the total
principal balance is incremental since June 30, 2004, as construction on
the project commenced in March of 2005). 4,576,341
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
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
13
AZUR INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004 and 2003
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 September 30, 2004:
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 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.
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.
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
14
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.
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 six months
ended September 30, 2003.
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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. We also made an initial deposit towards the
purchase of The Grand Shell Landing Golf Course in Mississippi.
Results of Operations
For the Quarter Ended and Nine Months Ended September 30, 2004
Revenue & Gross Profit
For the quarter ended September 30, 2004, total revenue was comprised of
residential rentals that totaled $55,983. For the nine months ended September
30, 2004 rental revenues totaled $124,394.
General and Administrative
General and administrative expenses for the quarter and six months ended
September 30, 2004 were $424,349 and $1,203,216 respectively, and were comprised
of corporate overhead and real estate-related expenses.
Interest Expense
Interest expense for the quarter ended September 30, 2004 totaled $111,526 and
was comprised of approximately $42,000 for real property and $69,500 for
financing of operations.
Total interest expense for the nine months ended September 30, 2004 was
$266,779.
Net Loss
The net loss for the quarter and six months ended September 30, 2004 was
$474,461 and $1,276,984 respectively. 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.
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Liquidity and Capital Resources
At September 30, 2004 we had a net working capital deficit $786,396.
Discussion of Certain Current Assets and Liabilities
Prepaid Expenses
At September 30, 2004 our prepaid expenses totaled $3,060 for prepaid rent
expenses.
Other Receivables
Other receivables amounted to $340,978 at September 30, 2004.
Deposits
At September 30, 2004 we had escrow deposits totaling $13,1466.
Current Portion of Notes and Mortgages
At September 30, 2004, our current portion of notes and mortgages payable
amounted to $1,007,512, and was comprised of notes payable to the shareholders
of an acquired company and notes payable to a finance company for loan taken to
finance operations.
At September 30, 2004 total debt consisted of the following:
Equity Line of credit -Loan is in the name of a partner. Interest rate is variable $ 153,798
(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 3,369,125
Note Payable to shareholders of acquired company 298,793
Notes Payable to finance company. Unsecured line of credit with interest payable at 6% per annum
commencing October 1, 2004. Principal and interest are due on January 24, 2005. 695,000
------------
Total obligations $ 5,551,538
Less: Short-term portion (1,007,512)
------------
Long-term maturities $ 4,544,026
============
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Other Current Liabilities
As of September 30, 2004, we had $161,542 in other current liabilities made up
of interest expense payable, accrued expenses and payroll taxes 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In July 2004 the Company issued 10,000 shares of common stock for an extension
agreement relating to a property located in Ft. Lauderdale, Florida.
Additionally, 751,101 shares of common stock were issued for services.
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In August 2004 the Company issued 20,000 shares of common stock as consideration
for loan fees.
In September 2004 the Company issued 5,000,000 shares of common stock as payment
for services.
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.
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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