UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2008
AIR TRANSPORT GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-151350 26-1469720
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
7453 Woodruff Way
Stone Mountain, GA 30087
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404) 671-9253
Azure International, Inc.
20 Peresveta Street, Suite 26
Bryansk, Russia
241019
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
APPOINTMENT OF DIRECTORS & OFFICERS
On October 30, 2008, as a direct result of the Company's merger with Air
Transport Holdings, Inc. (described below), the Company accepted the resignation
of its sole officer and director Andrey Deshin and appointed the following
Directors and Officers of the Company, effective as of equal date.
Arnold Leonora, aged 45, is appointed the President, CEO, Secretary, Treasurer,
and Director of the Company. From May 1989 to the present, Arnold Leonora has
been the President and CEO for ABL Group and ATGLLC , a commercial aircraft
leasing, finance and consulting company that provides aviation finance services
and development consulting services to the hotel and resort industry. From
September 2003 to October 2003, Mr. Leonora was president of the air services
division of Viva International Inc., an airline development company. Mr. Leonora
is a 1986 graduate of Embry-Riddle Aeronautical University and is a member of
the University's President Advisory Board.
Darrell Richardson, aged 62, is appointed the Executive Vice President and
Director of the Company. Mr. Richardson was Senior Vice President, Operations of
Phoenix Airline Services, Inc. from November 1993 until joining Mair Holdings
Inc., an airline company, in September 1995. He served as President and Chief
Operating Officer of United Aerodynamics Corporation from July 1991 to October
1993, and as Vice President of Maintenance and Engineering of Continental
Express from June 1989 to June 1991. Prior to June 1989, Mr. Richardson was
employed in various positions in the aviation industry, beginning in 1968.
Jamail Larkins, aged 24, is appointed Vice President of the Company. In 2008,
Jamail Larkins was appointed as Chairman of the Board of Careers in Avation, a
non-profit organization dedicated to encouraging young people to consider a
career in aviation. Mr. Larkins was a 2006 graduate of Embry-Riddle Aeronautical
University. He joined Careers in Aviation in 2002 as national spokesperson for
the non-profit organization. In 2004, Mr. Larkins founded a nationwide tour
designed to educate students about their career opportunities in the aviation
industry, the DreamLaunch Tour. In 2005, FAA Administrator Marion C. Blakey
appointed Larkins as the first ambassador for aviation and space education. In
this capacity, Larkins acts as an official representative of the FAA, promoting
aviation career opportunities to America's youth, as well as the benefits of
aviation to mainstream America.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On October 30, 2008, and effective as of the same date, the Company filed
Articles of Merger ("Articles") with the Secretary of State of the State of
Nevada, to effect a merger by and between Air Transport Group Holdings, Inc., a
Nevada corporation and Azure International, Inc. As a result of the merger, the
Company changed its name to Air Transport Group Holdings, Inc. The Articles are
attached hereto as Exhibit 3.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit Description
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3.1 Articles of Merger filed on October 30, 2008 with the Nevada
Secretary of State. (Filed herewith).
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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 hereunto duly authorized.
Air Transport Group Holdings, Inc.
Date: November 5, 2008 By: /s/ Arnold Leonora
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Arnold Leonora
President, CEO, Secretary and Director
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