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AZURE HOLDING GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
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May 31, 2013
(Unaudited)
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August 31, 2012
(audited)
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ASSETS
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Current Assets
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Cash
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$ 2,106
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$ 24,070
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Assets
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-
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7,800
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Prepaid Expenses
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4,000
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Total Current Assets
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6,106
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31,870
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TOTAL ASSETS
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$ 6,106
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$ 31,870
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LIABILITIES
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Loans from Shareholders
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217
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217
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Accounts Payable
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-
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-
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TOTAL LIABILITIES
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217
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217
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STOCKHOLDERS’ EQUITY
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Common stock, par value $0.001; 75,000,000 shares authorized, 8,150,000 shares issued and outstanding
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8,150
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8,150
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Additional paid-in-capital
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23,850
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23,850
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Deficit accumulated during the development stage
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(26,111)
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(347)
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TOTAL STOCKHOLDERS’ EQUITY
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5,889
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31,653
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ 6,106
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$ 31,870
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See accompanying notes to financial statements
3 | Page
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AZURE HOLDING GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED MAY 31, 2013
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NINE MONTHS ENDED MAY 31, 2013
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FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO MAY 31, 2013
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REVENUES
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$ -
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$ 8,900
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$ 8,900
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EXPENSES
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Cost of goods sold
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-
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7,800
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7,800
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General & Administrative Expenses
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3,749
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26,864
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27,211
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TOTAL EXPENSES
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3,749
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34,664
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35,011
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NET LOSS FROM OPERATIONS
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(3,749)
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(25,764)
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(26,111)
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PROVISION FOR INCOME TAXES
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0
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0
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0
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NET LOSS
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$ (3,749)
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$ (25,764)
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$ (26,111)
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NET LOSS PER SHARE: BASIC AND DILUTED
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$ (0.00)
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$ (0.00)
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
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8,150,000
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8,150,000
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See accompanying notes to financial statements
4 | Page
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AZURE HOLDING GROUP CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED MAY 31, 2013
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FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO MAY 31, 2013
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Cash Flows from (used in) Operating Activities
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Net Income (Loss)
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$ (25,764)
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$ (26,111)
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Prepaid expenses
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(4,000)
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(4,000)
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Increase (Decrease) in Operating Liabilities:
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Accounts Payable
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-
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-
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Decrease (Increase) in Operating Assets:
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Inventory
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7,800
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Net Cash provided by (used in) Operating Activities
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(21,964)
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(30,111)
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Cash Flows from (used in) Investing Activities
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Net Cash provided by (used in) Investing Activities
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0
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0
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Cash Flows from (used in) Financing Activities
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Loans from Shareholders
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-
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217
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Sale of Common Shares
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-
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32,000
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Net Cash provided by (used in) Financing Activities
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0
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32,217
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Increase (Decrease) in Cash and Cash Equivalents
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(21,964)
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2,106
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Cash and Cash Equivalents at Beginning of Period
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24,070
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0
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Cash and Cash Equivalents at End of Period
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$ 2,106
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$ 2,106
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Interest paid
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$ 0
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$ 0
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Income taxes paid
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$ 0
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$ 0
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See accompanying notes to financial statements
5 | Page
AZURE HOLDING GROUP CORP.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2013
1. ORGANIZATION AND BUSINESS OPERATIONS
AZURE HOLDING GROUP CORP. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 27, 2012. We intend to commence operations in the business of selling used automobiles. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has generated $8,900 in revenue as at May 31, 2013. For the period from inception on April 27, 2012 through May 31, 2013 the Company has accumulated losses of $26,111 and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $26,111 as of May 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.
6 | Page
Foreign Currency Translation
The Company's functional currency and its reporting currency is the United States dollar.
Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes
Income taxes are accounted for under the assets and liability method. 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 and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
Fiscal Periods
The Company's fiscal year end is August 31.
Recent accounting pronouncements
We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.
7 | Page
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, Revenue recognition ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Inventory policy
The Company uses first-in first-out method stated at lower of cost or market for inventory accounting. Regardless of which physical units are actually sold, this approach always values inventory by assuming that products that enter inventory later are the ones that are left over.
Advertising
The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $-0- in advertising costs during the period April 27, 2012 (inception) to May 31, 2013.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On May 21, 2012, the Company issued 4,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $4,000. For the period from June 27, 2012 to August 23, 2012 the Company issued 2,650,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $26,500. As of May 31, 2013 the Company issued 8,150,000 shares of common stock for total cash proceeds of $32,000.
4. INCOME TAXES
Income taxes are accounted for under the assets and liability method. 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 and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
As of May 31, 2013, the Company had net operating loss carry forwards of $26,111 that may be available to reduce future years’ taxable income through 2033.
5. RELATED PARTY TRANSACTIONS
As of May 31, 2013 a Director had loaned the Company $217. The loan is non-interest bearing, due upon demand and unsecured.
On May 21, 2012, the Company sold 4,000,000 shares of common stock at a price of $0.001 per share to its director.
6. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from May 31, 2013 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.
8 | Page
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
AZURE HOLDING GROUP CORP. (“Azure”, "the Company", “our” or "we") was incorporated under the laws of the State of Nevada on April 27, 2012. Our registration statement has been filed with the Securities and Exchange Commission on October 16, 2012 and has been declared effective on January 18, 2013. We intend to commence operations in the business of selling used automobiles. On August 22, 2012 we purchased one car for resale for $7,800 which we sold on November 21, 2012 for $8,900.
Product
We intend to buy used cars in the United States and sell them in Russia. We plan to specialize in the eastern part of Russia where the car market mostly consists of used Japanese cars due to its close proximity to Japan. Japanese cars are of much better quality and reliability than domestic, Russian cars. Although Russian drivers drive on the right-hand side of the road, almost all imported used Japanese cars are designed for left-hand side driving, with the steering wheel on the right side of the car. This makes cars imported from the United States, which are designed for right-hand side driving, more attractive to Russian consumers.
RESULTS OF OPERATION
We are a development stage company with limited operations since our inception on April 27, 2012 to May 31, 2013. As of May 31, 2013, we had total assets of $6,106 and total liabilities of $217. Since our inception to May 31, 2013, we have accumulated a deficit of $26,111. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Nine Month Period Ended May 31, 2013 Compared to the period from Inception (April 27, 2012) to May 31, 2013
Our net loss for the nine month period ended May 31, 2013 was $25,764 compared to a net loss of $26,111 during the period from inception (April 27, 2012) to May 31, 2013. During the nine month period ended May 31, 2013, we generated revenues of $8,900.
During the nine month period ended May 31, 2013, we incurred general and administrative expenses and professional fees of $26,865 compared to $27,211 incurred during the period from inception (April 27, 2012) to May 31, 2013. General and administrative and professional fee expenses incurred during the nine month period ended May 31, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
The weighted average number of shares outstanding was 8,150,000 for the nine month period ended May 31, 2013.
9 | Page
LIQUIDITY AND CAPITAL RESOURCES
As of May 31, 2013
As at May 31, 2013 our current assets were $6,106 compared to $31,870 in current assets at August 31, 2012. As at May 31, 2013, our current liabilities were $217. Current liabilities were comprised of $217 in advance from director.
Stockholders’ equity decreased from $31,653 as of August 31, 2012 to $5,889 as of May 31, 2013.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine month period ended May 31, 2013, net cash flows used in operating activities was $21,964. Net cash flows used in operating activities was $30,111 for the period from inception (April 27, 2012) to May 31, 2013.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended May 31, 2013, we did not generate net cash flows from financing activities. For the period from inception (April 27, 2012) to May 31, 2013, net cash provided by financing activities was $32,217 received from proceeds from issuance of common stock and advance from director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
10 | Page
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our August 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.