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,
2018
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)
|
DELAWARE
|
|
77-0289371
|
|
(State
or Other Jurisdiction of
|
|
(IRS
Employer Identification Number)
|
|
Incorporation
or Organization)
|
|
|
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 [ ]
|
Accelerated
filer [
]
|
|
Non-accelerated filer [
]
|
Smaller reporting company [X]
|
|
|
Emerging growth company [ ]
|
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, 2018, originally filed with the
Securities and Exchange Commission (“SEC”)
on March 29, 2019 (the “Original Filing”), solely for the
purpose of replacing the Report of Independent Registered
Accounting Firm (the “Report”) included in Item 8 of Part II
of the Original Filing with a correct Report. The Company
possessed the correct Report from Cherry Bekaert LLP when the
Original Filing was filed with the SEC.
All other items of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 are unaffected by the
change described above and have been omitted from this Amendment
No. 1. Item 8 of Part II of this Amendment is as
of and for each of the years ended December 31, 2018, 2017,
2016 and 2015, and for each of the quarters of our years ended
December 31, 2018 and 2017. Unless otherwise noted, all of the
information in this Amendment. The financial statements in this
Annual Report do not reflect any subsequent events that occurred
after December 31, 2018.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Azzurra
Holding Corporation
Opinion on the Financial Statements
We have
audited the accompanying balance sheets of Azzurra Holding
Corporation (the “Company”) as of December 31,
2018, 2017, 2016 and 2015, and the related statements of
operations, stockholders’ equity, and cash flows for each of
the years then ended, and the related notes (collectively referred
to as the “ financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2018, 2017,
2016 and 2015, and the results of its operations and its cash flows
for each of the years then ended in conformity with accounting
principles generally accepted in the United States of
America.
Substantial Doubt about the Company’s Ability to Continue as
a Going Concern
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As more fully
discussed in Note 3, the Company has no operations and accordingly
no source of revenue. The discontinuance of all the Company's
remaining operations in 2007 raises substantial doubt about the
Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board of the United States of America
(“PCAOB”) and
are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
We have
served as the Company’s auditors since 2003.
/s/ Cherry Bekaert
LLP
Tampa,
Florida
March
29, 2019
PART I - FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
AZZURRA HOLDING CORPORATION BALANCE SHEETS
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash
|
$-
|
$-
|
$-
|
$1
|
|
|
|
|
|
|
|
Total current
assets and total assets
|
$-
|
$-
|
$-
|
$1
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts payable
and accrued expenses
|
$-
|
$-
|
$-
|
$1
|
|
|
|
|
|
|
|
Total current
liabilities and total liabilities
|
-
|
-
|
-
|
1
|
|
|
|
|
|
|
|
Stockholders'
deficit:
|
|
|
|
|
|
Common stock, par
value $0.01 per share; 250,000 shares authorized; and 201,457
shares issued and outstanding
|
2
|
2
|
2
|
2
|
|
Additional paid-in
capital
|
698
|
698
|
698
|
697
|
|
Accumulated
deficit
|
(700)
|
(700)
|
(700)
|
(699)
|
|
|
|
|
|
|
|
Total stockholders'
deficit
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' deficit
|
$-
|
$-
|
$-
|
$1
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
CONDENSED BALANCE SHEETS
(In thousands except
share amounts)
|
|
September
30,
2018
(unaudited)
|
June
30,
2018
(unaudited)
|
March
31,
2018
(unaudited)
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
Total current
assets and total assets
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable
and accrued expenses
|
$-
|
$-
|
$1
|
|
|
|
|
|
|
Total current
liabilities and total liabilities
|
-
|
-
|
1
|
|
|
|
|
|
|
Stockholders'
deficit:
|
|
|
|
|
Common stock, par
value $0.01 per share; 250,000 shares authorized; and 201,457
shares issued and outstanding
|
2
|
2
|
2
|
|
Additional paid-in
capital
|
698
|
698
|
698
|
|
Accumulated
deficit
|
(700)
|
(700)
|
(699)
|
|
|
|
|
|
|
Total stockholders'
deficit
|
-
|
-
|
-
|
|
|
|
|
|
|
Total liabilities
and stockholders' deficit
|
$-
|
$-
|
$-
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
CONDENSED BALANCE SHEETS
(In thousands,
except share amounts)
|
|
September
30,
2017
(unaudited)
|
June
30,
2017
(unaudited)
|
March
31,
2017
(unaudited)
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
Total current
assets and total assets
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable
and accrued expenses
|
-
|
-
|
1
|
|
|
|
|
|
|
Total current
liabilities and total liabilities
|
-
|
-
|
1
|
|
|
|
|
|
|
Stockholders'
deficit:
|
|
|
|
|
Common stock, par
value $0.01 per share; 250,000 shares authorized; and 201,457
shares issued and outstanding
|
2
|
2
|
2
|
|
Additional paid-in
capital
|
698
|
698
|
698
|
|
Accumulated
deficit
|
(700)
|
(700)
|
(699)
|
|
|
|
|
|
|
Total stockholders'
deficit
|
-
|
-
|
-
|
|
|
|
|
|
|
Total liabilities
and stockholders' deficit
|
$-
|
$-
|
$-
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
|
|
Year
Ended
December 31,
2018
|
Year
Ended
December 31,
2017
|
Year
Ended
December 31,
2016
|
Year
Ended
December 31, 2015
|
|
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
General and
administrative
|
$-
|
$-
|
$-
|
$31
|
|
|
|
|
|
|
|
Total operating
expenses
|
-
|
-
|
-
|
31
|
|
|
|
|
|
|
|
LOSS FROM
OPERATIONS:
|
-
|
-
|
-
|
(31)
|
|
|
|
|
|
|
|
OTHER
EXPENSE
|
-
|
-
|
-
|
(7)
|
|
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
$-
|
$(38)
|
|
|
|
|
|
|
|
Basic and diluted
loss per common share
|
$(0.00)
|
$(0.00)
|
$(0.00)
|
$(0.19)
|
|
|
|
|
|
|
|
Shares used in
basic and diluted per share computation
|
201,457
|
201,457
|
201,457
|
201,457
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
|
|
Three Months
Ended
March 31,
2018
(unaudited)
|
Three Months
Ended
March 31,
2017
(unaudited)
|
|
OPERATING
EXPENSES:
|
|
|
|
General and
administrative
|
$-
|
$-
|
|
|
|
|
|
Total operating
expenses
|
-
|
-
|
|
|
|
|
|
LOSS FROM
OPERATIONS:
|
-
|
-
|
|
|
|
|
|
OTHER
EXPENSE
|
-
|
-
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
|
|
|
|
|
Basic and diluted
loss per common share
|
$-
|
$-
|
|
|
|
|
|
Shares used in
basic and diluted per share computation
|
201,457
|
201,457
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(In
thousands, except per share data)
|
|
Three Months
Ended
June 30,
2018
(unaudited)
|
Three Months
Ended
June 30,
2017
(unaudited)
|
Six Months
Ended
June 30,
2018
(unaudited)
|
Six Months
Ended
June 30,
2017
(unaudited)
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
General and
administrative
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Total operating
expenses
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
LOSS FROM
OPERATIONS:
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
OTHER
EXPENSE
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Basic and diluted
loss per common share
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Shares used in
basic and diluted per share computation
|
201,457
|
201,457
|
201,457
|
201,457
|
The
accompanying notes are an integral part of these financial
statements.
|
|
Three Months
Ended
September 30,
2018
(unaudited)
|
Three Months
Ended
September 30,
2017
(unaudited)
|
Nine Months
Ended
September 30,
2018
(unaudited)
|
Nine Months
Ended
September 30,
2017
(unaudited)
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
General and
administrative
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Total operating
expenses
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
LOSS FROM
OPERATIONS:
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
OTHER
EXPENSE
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Basic and diluted
loss per common share
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Shares used in
basic and diluted per share computation
|
201,457
|
201,457
|
201,457
|
201,457
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
STATEMENTS
STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, 2016 AND
2015
(In
thousands)
|
|
|
|
Additional Paid-in
Capital
|
|
|
|
Balance at January
1, 2015
|
187
|
$2
|
$553
|
$(662)
|
$(107)
|
|
Issuance of Common
Stock for conversion of notes payable and accrued and unpaid
interest
|
12
|
-
|
122
|
-
|
122
|
|
Issuance of Common
Stock for payment of accounts payable
|
2
|
-
|
23
|
-
|
23
|
|
Net
loss
|
-
|
-
|
|
(38)
|
(38)
|
|
|
|
|
|
|
|
Balance at December
31, 2015, 2016, 2017, and 2018*
|
201
|
$2
|
$698
|
$(700)
|
$-
|
*
There was no activity from December 31, 2015 through December 31,
2018
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
Year
Ended
December 31,
2018
|
Year
Ended
December 31,
2017
|
Year
Ended
December 31,
2016
|
Year
Ended
December 31,
2015
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
$-
|
$(38)
|
|
Non-cash fair value
of Common Stock issued in connection with notes
payable
|
-
|
-
|
-
|
13
|
|
Non-cash loss on
the issuance of Common Stock in connection with accrued interest on
notes payable
|
-
|
-
|
-
|
7
|
|
Non-cash fair value
of Common Stock issued in connection with accounts
payable
|
-
|
-
|
-
|
23
|
|
Changes in
operating assets and liabilities:
|
|
|
|
|
|
Current
liabilities
|
-
|
-
|
(1)
|
(20)
|
|
Net cash used in
operating activities
|
-
|
-
|
|
|
|
|
|
|
(1)
|
(15)
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
Proceeds from
shareholder loans
|
-
|
-
|
-
|
13
|
|
Net cash provided
by financing activities
|
-
|
-
|
-
|
13
|
|
Net change in cash
and cash equivalents
|
-
|
-
|
(1)
|
(2)
|
|
|
|
|
|
|
|
Cash and cash
equivalents at beginning of the year
|
-
|
-
|
1
|
3
|
|
|
|
|
|
|
|
Cash and cash
equivalents at end of the year
|
$-
|
$-
|
$-
|
$1
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
Three Months
Ended
March 31,
2018
(unaudited)
|
Three Months
Ended
March 31,
2017
(unaudited)
|
Six
Months Ended
June
30, 2018
(unaudited)
|
Six
Months Ended
June
30, 2017
(unaudited)
|
Nine
Months Ended
September 30,
2018
(unaudited)
|
Nine
Months Ended
September 30,
2017
(unaudited)
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
Changes in
operating assets and liabilities:
|
|
|
|
|
|
|
|
Current
liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Net cash used in
operating activities
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Net cash provided
by financing activities
|
|
|
-
|
-
|
-
|
-
|
|
Net change in cash
and cash equivalents
|
|
-
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-
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-
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-
|
-
|
|
|
-
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-
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-
|
-
|
-
|
-
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|
Cash and cash
equivalents at beginning of the year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
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|
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Cash and cash
equivalents at end of the year
|
$-
|
$-
|
$-
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$-
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$-
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$-
|
The
accompanying notes are an integral part of these financial
statements.
AZZURRA HOLDING CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
|
1.
|
BACKGROUND AND ORGANIZATION
|
Azzurra
Holding Corporation, formerly known as Wave Wireless Corporation
(“Wave”), is a
Delaware corporation. Wave became Azzurra Holding
Corporation (the “Company”) on June 28,
2007.
The
Company currently has no ongoing operations. The Board
of Directors has determined to maintain the Company as a public
shell corporation, which will seek suitable business combination
opportunities. The Board believes that a business
combination with an operating company has the potential to create
greater value for the Company’s stockholders than a
liquidation or similar distribution.
|
2.
|
BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Since
July 2007, the Company has been a non-operating shell company
and its business operations were limited to sustaining the public
shell.
Accounting Estimates
In
preparing the financial statements in conformity with accounting
principles generally accepted in the United States of America,
management makes 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, as
well as the reported amounts of revenues and expense during the
reporting period. Actual results could differ from those
estimates.
Income Tax
Deferred income tax
assets and liabilities are computed annually for differences
between the financial statement and federal income tax bases of
assets and liabilities that will result in taxable or deductible
amounts in the future, based on enacted tax laws and rates
applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amount expected to be realized. See also Note 6.
Net Loss per Share
Basic
and diluted loss per common share are computed by dividing the net
loss by the weighted average common shares
outstanding. No options or warrants were outstanding for
any period.
Recent Accounting Pronouncements
In
August 2014, the Financial Accounting Standards Board issued ASU
No. 201415, “Presentation of Financial Statements Going
Concern (Subtopic 20540): Disclosure of Uncertainties about an
Entity’s Ability to Continue as a Going Concern”
(“ASU 2014-15”)
ASU 201415 is intended to define management’s responsibility
to evaluate whether there is substantial doubt about an
organization’s ability to continue as a going concern and to
provide related footnote disclosure. This ASU provides guidance to
an organization’s management, with principles and definitions
that are intended to reduce diversity in the timing and content of
disclosures that are commonly provided by organizations today in
the financial statement footnotes. The amendments are effective for
annual periods ending after December 15, 2016, and interim periods
within annual periods beginning after December 15, 2016. Early
adoption is permitted for annual or interim reporting periods for
which the financial statements have not previously been issued. We
evaluated the impact the revised guidance had on our financial
statements and determined it had no significant
impact.
The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
The
Company currently has no operations and intends to locate and
combine with an existing, privately-held company that is profitable
or which, in management's view, has growth potential, irrespective
of the industry in which it is engaged. However, the
Company does not intend to combine with a private company, which
may be deemed to be an investment company subject to the Investment
Company Act of 1940. A combination may be structured as a merger,
consolidation, exchange of the Company's common stock for stock or
assets or any other from which will result in the combined
enterprise's becoming a publicly-held corporation.
Pending
negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search
for a combination partner, no business activities, and, thus, will
have no source of revenue. To continue as a going
concern, pending consummation of a transaction, the Company intends
to either seek additional equity or debt financing. No
assurances can be given that such equity or debt financing will be
available to the Company nor can there be any assurance that a
combination transaction will be consummated. Should the
Company need to incur any significant liabilities prior to a
combination transaction, including those associated with the
current minimal level of general and administrative expenses, it
may not be able to satisfy those liabilities in the event it was
unable to obtain additional equity or debt financing.
Prior to January 1,
2015, the Company issued promissory notes with an aggregate
principal amount of $87,500.00. On March 17, 2015 and March 31,
2015, the Company issued additional promissory notes in the
principal amount of $5,000.00 each, and on August 7, 2015, the
Company issued an additional promissory note in the principal
amount of $2,500.00 (collectively, the “Notes”). Each
of the Notes are payable on demand and accrue interest at the rate
of 7% annually. On December 31, 2015, the principal and
accrued and unpaid interest on the Notes were converted into 12,157
shares of the Company’s Common Stock in full satisfaction of
the Notes. Given the related-party nature of the transactions, no
gain or loss was required upon conversion. As of the year ended
December 31, 2015, the Company had no further obligation under the
Notes.
At
December 31, 2018, 2017, 2016 and 2015, the authorized shares of
the Company consisted of 250,000 shares of common stock, $0.01 par
value, and 201,457 shares were issued and
outstanding.
On
December 22, 2017, the Tax Cuts and Jobs Act (the
“Tax Act”) was
enacted and implements comprehensive tax legislation which, among
other changes, reduces the federal statutory corporate tax rate
from 35% to 21%, requires companies to pay a one-time transition
tax on earnings of certain foreign subsidiaries that were
previously deferred, creates new provisions related to foreign
sourced earnings, eliminates the domestic manufacturing deduction
and moves to a territorial system. Additionally,
in December 2017, the Securities and Exchange Commission
staff issued Staff Accounting Bulletin No. 118
(“SAB
118”), which addresses how a company recognizes
provisional amounts when a company does not have the
necessary information available, prepared or analyzed (including
computations) in reasonable detail to complete its accounting for
the effect of the changes in the Tax Act. The measurement period,
as defined in SAB 118, ends when a company has obtained, prepared
and analyzed the information necessary to finalize its accounting,
but cannot extend beyond one year. During the
measurement period, provisional amounts may also be adjusted for
the effects, if any, of interpretative guidance issued after
December 31, 2017, by U.S. regulatory and standard-setting
bodies.
Based
on the provisions of the Tax Act, the Company re-measured its U.S.
deferred tax assets and liabilities and adjusted its deferred tax
balances to reflect the lower U.S. corporate income tax rate at
December 31, 2018 and 2017.
Deferred tax assets
consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss
carry-forwards
|
$77,211
|
$77,140
|
$132,300
|
$133,844
|
|
Credit
carry-forwards
|
253
|
253
|
561
|
939
|
|
Reserves and
other
|
82
|
82
|
82
|
82
|
Total deferred tax
assets
|
77,545
|
77,475
|
132,942
|
134,865
|
|
Valuation
allowance
|
(77,545)
|
(77,475)
|
(132,942)
|
(134,865)
|
|
|
$-
|
$-
|
$-
|
$-
|
The
Federal net operating loss carryforward for tax purposes and state
net operating loss carryforward for tax purposes is
approximately $370 million, $370 million, $441 million and
$469 million, respectively, at December 31, 2018, 2017, 2016
and 2015, which expire in various amount annually through
2028. The Company's ability to utilize these carryforwards
may be severely limited or lost pursuant to Section 382 of the
Internal Revenue Code as a result of the change in control of the
Company on June 14, 2007. Other limitations may apply as
well. The Company has made no determination as to what these
limitations may be.
Deferred
income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and
their bases for financial reporting purposes. In addition, future
tax benefits, such as net operating loss carry-forwards, are
recognized to the extent that realization of such benefits is more
likely than not. The Company has assessed its ability to realize
future tax benefits, and concluded that as a result of the history
of losses, it was more likely than not, that such benefits would
not be realized. Accordingly, the Company has recorded a full
valuation allowance against future tax benefits.
Reconciliation of the statutory Federal income tax
rate to its effective tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
at federal statutory rate
|
21.00%
|
35.00%
|
35.0%
|
35.0%
|
|
State income taxes
net of federal benefit
|
6.98%
|
6.98%
|
5.8%
|
5.80%
|
|
Expiring credits
and other
|
0%
|
0%
|
0%
|
467.30%
|
|
Change in valuation
allowance
|
(27.98)%
|
(41.98)%
|
(41.98)%
|
(508.1)%
|
|
|
|
|
|
|
|
Total
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
7.
|
RELATED PARTY TRANSACTION
|
During
the years ended December 31, 2018, 2017, 2016 and 2015, we
contracted with SEC Connect, whose principal is the Company’s
Chief Executive Officer, to provide the Company with EDGAR filing
services. For the years ended December 31, 2018, 2017, 2016 and
2015, we paid SEC Connect $0, $0, $1 and $3 in filing fees,
respectively, which amounts included fees paid to comply with the
requirement that the Company file its financial statements with the
Securities and Exchange Commission in XBRL. We believe the terms of
this agreement are no less favorable to us than we could have
obtained from an unaffiliated party.
On
January 12, 2012, SDS Capital Group, SPC Ltd. (“SDS”) sold, transferred and
assigned 80,000 shares of Common Stock held by it to Daniel W.
Rumsey, an officer and director of the Company. Similarly, on
December 31, 2015, SDS sold, transferred and assigned to Mr. Rumsey
certain promissory notes issued by the Company to SDS totaling $73
as of such date, which amount was converted into 7,287 shares of
the Company’s Common Stock on December 31, 2015. Also on
December 31, 2015, the Company issued 2,300 shares of Common Stock
to Disclosure Law Group, a sole proprietorship owned by Mr. Rumsey
(“DLG”), for
and in consideration for the cancellation of $23 of accounts
payable to DLG. The shares of Common Stock issued to DLG were
assigned to Mr. Rumsey on the date of issuance.
On March 27, 2019, the Company filed an Amended
and Restated Certificate of Incorporation to increase its
authorized capital stock from 250 shares of Common Stock to
105,000,000 shares, of which 100,000,000 shall be Common Stock, and
5,000,000 shall be preferred stock. Also, on March 27, 2019, the
Company issued 3,827,683 shares of Common Stock to Red Beard
Holdings, LLC, for and in consideration for the payment to the
Company of $50, or $0.013 per share.
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.
AZZURRA HOLDING CORPORATION
|
Date:
April 8, 2019
|
/s/ Daniel W.
Rumsey
|
|
|
Daniel
W. Rumsey
Chief
Executive Officer
(Principal
Executive Officer, Principal Financial and Principal
Accounting
Officer)
|
EXHIBIT
INDEX
|
|
Securities
Purchase Agreement, dated March 26, 2019, by and between the
Company and Red Beard Holdings LLC.
|
|
|
Certification
of Principal Executive and Financial Officer Pursuant to Exchange
Act Rule 13a-14(a).
|
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
XBRL
Instance Document
|
|
101.SCH
|
XBRL
Taxonomy Extension Schema
|
|
101.CAL
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL
Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL
Taxonomy Extension Presentation Linkbase
|
*
Previously filed.