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2: EX-31 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 18K
Certifications Section 302 of the Sarbanes-Oxly
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3: EX-32 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 13K
to Section 906 of the Sarbanes-Oxley Act of 2002
18: R1 Document and Entity Information HTML 42K
25: R2 Consolidated Balance Sheets HTML 44K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 30K
12: R4 Consolidated Statements of Operations HTML 27K
17: R5 Consolidated Statement of Stockholders' Equity HTML 37K
24: R6 Consolidated Statements of Cash Flows HTML 36K
21: R7 Background and Organization HTML 15K
10: R8 Basis of Presentation Significant Accounting HTML 20K
Policies
19: R9 Net Loss Per Share HTML 13K
23: R10 Due to Related Party HTML 14K
20: R11 Subsequent Event HTML 13K
11: R12 Basis of Presentation Significant Accounting HTML 27K
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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 [X] No
[ ]
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 such files). Yes
[X] No [ ]
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 Exchange Act). Yes
[X] No [ ]
As of
November 19, 2019, there were 6,112,473 shares of the Registrant's
common stock, par value $0.01 per share, outstanding.
Preferred
Stock, par value $0.01 per share, 5,000,000 and 0 authorized, no
shares issued and outstanding as of June 30, 2019 and December 31,2018, respectively
Azzurra
Holding Corporation, formerly Wave Wireless Corporation
(“Azzurra”, the
“Company”,
“we”,
“us”
“our”) was
incorporated in 1991 as a Delaware corporation. Executive
offices are located at 655 West
Broadway, Suite 870, San Diego, CA92101, and our telephone
number is 619-272-7050.
The
Company currently has no ongoing operations. The Board
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.
During
the nine-month period ended September 30, 2019, the Company was a
non-operating shell company and its business operations were
limited to sustaining the public shell.
2.
BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Since
July 2007, the Company has been a non-operating shell company and
its business operations have been limited to sustaining the public
shell.
Accounting Estimates
In
preparing the condensed financial statements in conformity with
accounting principles generally accepted in the United States of
America (“GAAP”), 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 condensed financial statements, as
well as the reported amounts of revenues and expense during the
reporting period. Actual results could differ from those
estimates.
Interim Financial Statements
The
accompanying unaudited condensed financial statements have been
prepared in accordance with GAAP for interim financial information
and with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of
the results of operations and for the periods presented have been
included. Operating results for the nine
months ended September 30, 2019 are not necessarily indicative
of the results that may be expected for future periods or for the
fiscal year. The condensed balance sheet at December 31,2018 has been derived from the audited financial statements at that
date, but does not include all of the information and footnotes
required by GAAP for complete financial statements.
You
should read these condensed financial statements together with the
historical financial statements for the Company for the years ended
December 31, 2018, 2017, 2016 and 2015, included in our Annual
Report on Form 10-K for the year ended December 31, 2018, filed
with the Securities and Exchange Commission (“SEC”) on March 29, 2019 (the
“Annual Report”).
Going Concern
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. As such there
is substantial doubt about the Company’s ability to continue
as a going concern.
3.
DUE TO RELATED PARTY
We contract with Disclosure Law Group
(“DLG”), whose principal is the Company’s
Chief Executive Officer, to provide the legal services to the
Company. For the three ended September 30, 2019 and 2018, we paid
DLG $19 and $0, respectively. During the nine months ended
September 30, 2019 and 2018, we paid DLG $52 and $0, respectively.
As of September 30, 2019, we have accrued fees due to DLG of $3. We
believe the terms of this agreement are no less favorable to us
than we could have obtained from an unaffiliated
party.
4.
NET LOSS PER SHARE
Basic
and diluted loss per common share is computed by dividing the net
loss by the weighted average common shares
outstanding. No options or warrants are currently issued
or outstanding.
5.
SUBSEQUENT EVENT
In
October 2019, the Company issued 416,667 shares of common stock for
gross proceeds of $5.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
Quarterly Report on Form 10-Q contains forward-looking statements,
which involve numerous risks and uncertainties. The statements
contained in this Quarterly Report on Form 10-Q that are not purely
historical may be considered forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section
21E of the Securities Exchange Act of 1934, including without
limitation, statements regarding the Company's expectations,
beliefs, intentions or strategies regarding the future. Our actual
results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including those set forth under “Certain Factors Affecting
the Company” contained in our Annual Report on Form 10-K for
the year ended December 31, 2018, and other documents filed by us
with the Securities and Exchange Commission.
Description of Business
Azzurra
Holding Corporation, formerly Wave Wireless Corporation
(“Azzurra”, the
“Company”,
“we”,
“us”
“our”) was
incorporated in 1991 as a Delaware corporation. Our
executive offices are located at 655
West Broadway, Suite 870, San Diego, CA92101, and our
telephone number is 619-272-7050.
The
Company currently has no ongoing operations. The Board
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.
During
the nine-month period ended September 30, 2019, the Company was a
non-operating shell company and its business operations were
limited to sustaining the public shell.
Employees
As of
September 30, 2019, we did not have any full- or part-time
employees. Our President and Chief Executive Officer,
who also serves as our Chief Financial Officer, works part-time as
a consultant to the Company.
Critical Accounting Policies
The
preparation of financial statements in accordance with accounting
principles generally accepted in the U.S. 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 reporting
period. Actual results could differ from those estimates, and such
differences could be material and affect the results of operations
reported in future periods.
RESULTS OF OPERATIONS
Sales
During
the nine months ended September 30, 2019 and 2018, the Company had
no sales, and no sales are anticipated to occur until such time as
the Company merges with or acquires an operating company, or
otherwise commences operations.
General and Administrative
During the three months ended September 30, 2019
and 2018, general and administrative expenses were approximately
$4 and $0, respectively. During each of the
nine-month periods ended September 30, 2019 and 2018, general
and administrative expenses were approximately $79 and $0,
respectively. General and administrative expenses during the
periods reported consist principally of auditing, related costs
associated with the preparation, review and filing of the
Company’s consolidated financial statements, and related
administration costs and expenses. The increase in general and administrative
expenses during the nine months ended September 30, 2019 relate to
legal, accounting and audit fees related to the Company’s
filing of its securities reports for the period from December 31,2015 to December 31, 2018.
Net Loss
During the three months ended September 30, 2019
and 2018, the Company had net losses of $4 and $0,
respectively. During each of the
nine-month periods ended September 30, 2019 and 2018, the net
loss was $79 and $0, respectively. The increase in Net Loss during the nine months
ended September 30, 2019 relate to the general and administrative
costs described above.
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 form which will result in the combined
enterprises 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 combination-type 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
required.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended. The Company's internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles in the United States of America. Prior to the
filing of this report, the Company's management assessed the
effectiveness of our internal control over financial reporting.
Based upon this assessment, management concluded that the
Company’s controls and procedures were effective to ensure
that information required to be disclosed by the Company in the
reports filed by it under the Securities and Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms,
and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such reports
is accumulated and communicated to the Company’s management,
including the Chief Executive Officer and the Chief Financial
Officer of the Company, as appropriate to allow timely decisions
regarding required disclosure.
There
has been no change in the Company’s internal control over
financial reporting that occurred during the Company’s most
recent fiscal quarter that has materially affected or is reasonably
likely to materially affect its internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
The
Company’s Chief Executive Officer and Chief Financial Officer
have determined that there have been no changes in the
Company’s internal control over financial reporting during
the period covered by this Report identified in connection with the
evaluation described in the above paragraph that have materially
affected, or are reasonably likely to materially affect, the
Company’s internal control over financial
reporting.
There are no risk factors identified by the Company in addition to
the risk factors previously disclosed in Part I, Item 1A,
“Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2018.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
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.