Blueprint
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark
One)
[X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
2012
OR
[
] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO
_______
Commission File Number: 0-25356
AZZURRA HOLDING CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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77-0289371
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(State
or Other Jurisdiction of
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(IRS
Employer Identification Number)
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Incorporation
or Organization)
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655 West Broadway, Suite 870
San Diego, CA 92101
(619) 272-7050
(Address
and Telephone Number of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the
Act:
Securities Registered Pursuant to Section 12(g) of the
Act:
Common Stock, $0.01 Par Value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes
[ ] No [X]
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [
] No [X]
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [
]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
|
Large accelerated filer [ ]
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Accelerated
filer [
]
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Non-accelerated filer [
]
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Smaller reporting company [X]
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|
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Emerging growth company [ ]
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. [
]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes
[X] No [ ]
The aggregate market value of the registrant’s Common Stock
held by non-affiliates of the registrant computed by reference to
the closing price on June 30, 2018 was Nil. As of March 29 2019,
there were 4,029,140 shares of Common Stock issued and
outstanding.
Documents Incorporated by Reference
None.
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual
Report on Form 10-K of Azzurra Holding Corporation (the
“Company”)
for the year ended December 31, 2012, originally filed with the
Securities and Exchange Commission (“SEC”)
on March 24, 2013 (the “Original Filing”), solely to
correct certain disclosure in Item 12 of Part III of the Original
Filing. All other items of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2012 are
unaffected by the change described above and have been omitted from
this Amendment No. 1.
PART III
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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The
following table presents information concerning the beneficial
ownership of all shares of common stock of the Company as of March
25, 2013. The Company has no other
shareholders.
Beneficial
ownership is determined under the rules of the Securities and
Exchange Commission and generally includes voting or investment
power over securities. Except in cases where community property
laws apply or as indicated in the footnotes to this table, the
Company believes that each stockholder identified in the table
possesses sole voting and investment power over all shares of
common stock shown as being beneficially owned by that stockholder.
The percentage of beneficial ownership is based on 187,000 shares
of common stock outstanding as of December 31, 2012.
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Percentage
of
Shares
Outstanding
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JTA Resources LLC
*
c/o Jason T.
Adelman
30 E. 72nd Street,
5th Floor
New York, NY
10021
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80,000
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43%
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Smithfield
Fiduciary LLC
c/o Highbridge
Capital Management
1350 Avenue of the
Americas
33rd
Floor
New York, NY
10019
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10,000
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5%
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Daniel W.
Rumsey
501 West Broadway,
Suite 800
San Diego,
CA 92101
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97,000
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52%
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*
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JTA
Resources LLC claims beneficial ownership of shares owned by CGA
Resources LLC, which owns of record 10,000 shares of common
stock. JTA and CGA may be considered a control group for
purposes of calculating beneficial ownership, due to the
relationship between the principals of each respective
entity.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates
indicated.
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Date: April 9, 2019
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AZZURRA HOLDING
CORPORATION
/s/ Daniel W.
Rumsey
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Daniel W.
Rumsey
Chief Executive
Officer
(Principal Executive Officer,
Principal Financial and Principal
Accounting
Officer)
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EXHIBIT
INDEX
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Certification
of Principal Executive and Financial Officer Pursuant to Exchange
Act Rule 13a-14(a).
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
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XBRL
Instance Document
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101.SCH*
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XBRL
Taxonomy Extension Schema
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101.CAL*
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XBRL
Taxonomy Extension Calculation Linkbase
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101.DEF*
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XBRL
Taxonomy Extension Definition Linkbase
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101.LAB*
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XBRL
Taxonomy Extension Label Linkbase
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101.PRE*
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XBRL
Taxonomy Extension Presentation Linkbase
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*
Previously filed.