UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(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, ~~2014~~ 2018

[ ] 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)

~~600~~ 655 ~~WEST~~West ~~BROADWAY~~Broadway, ~~SUITE~~Suite ~~700, SAN DIEGO, CALIFORNIA 92101~~870

~~(619)~~ San ~~795-1134~~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~~ Common ~~STOCK~~Stock, $0.01 ~~PAR~~Par ~~VALUE~~Value

Indicate by check mark ~~whether~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

~~Yes~~ 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 [X ] No [ X]

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant to ~~and~~Item 405 ~~posted~~of onRegulation S-K ~~its~~is ~~corporate~~not ~~Web~~contained ~~site~~herein, and ifwill ~~any,~~not ~~every~~be ~~Interactive~~contained, ~~Data~~to ~~File~~the ~~required~~best toof bethe ~~submitted~~registrant's knowledge, ~~and~~in ~~posted~~definitive ~~pursuant~~proxy toor ~~Rule~~information ~~405~~statements incorporated ofby ~~Regulation~~reference ~~S-T~~in (§Part ~~229.405~~III of this ~~chapter)~~Form 10-K ~~during the preceding 12 months (~~or ~~for~~any amendment ~~such shorter period that the registrant was required~~ to ~~submit~~this ~~and post such files)~~Form 10-K. [ ]

~~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.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~[ if] ~~disclosure~~Accelerated offiler ~~delinquent~~[ ~~filers~~] ~~pursuant to Item 405 of Regulation S~~Non-Kaccelerated (§filer ~~229.405~~[ of] ~~this~~Smaller ~~chapter)~~reporting iscompany ~~not~~[X] ~~contained~~Emerging ~~herein,~~growth ~~and~~company will not be contained, to the best of 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. [X ]

~~Indicate~~ If byan ~~check~~emerging ~~mark~~growth ~~whether the registrant is a large accelerated filer~~company, anindicate ~~accelerated~~by ~~filer,~~check amark ~~non-accelerated~~if ~~filer,~~the registrant orhas aelected ~~smaller~~not ~~reporting~~to ~~company.~~use ~~See~~ the ~~definitions~~extended oftransition ~~“large~~period for ~~accelerated~~complying ~~filer,”~~with ~~“accelerated~~any ~~filer”~~new ~~and~~or ~~“smaller~~revised ~~reporting~~financial ~~company”~~accounting standards inprovided ~~Rule~~pursuant ~~12b-2~~to Section 13(a) of the Exchange Act. [ ]

~~Large~~ Indicate ~~Accelerated~~by ~~Filer~~check [mark ]whether ~~Accelerated~~the ~~Filer~~registrant [is ]a ~~Non-Accelerated~~shell ~~Filer~~ company (Doas ~~not~~defined ~~check~~in ifRule 12b-2 aof ~~smaller~~the ~~reporting company~~Act) . Yes [ X] No ~~Smaller Reporting Company~~ [X ]

~~Indicate~~ The byaggregate ~~check~~market ~~mark~~value ~~whether~~of the registrant’s isCommon aStock held ~~shell~~by ~~company~~non-affiliates ~~(as~~of ~~defined~~the inregistrant ~~rule~~computed ~~12b-2~~by ofreference to the ~~Exchange~~closing ~~Act)~~price on June 30, 2018 was Nil. As of March 29 2019, there were 4,029,140 shares of Common Stock issued and outstanding.

~~Yes [X] No [ ]~~ Documents Incorporated by Reference

~~The aggregate market value of voting stock held by non-affiliates of registrant, based upon the closing price of $0~~ None.001 for shares of the registrant’s common stock on June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $0. In calculating such aggregate market value, shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock (including shares with respect to which a holder has the right to acquire beneficial ownership within 60 days) were excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Common Stock outstanding as of March 31, 2015, was 187,000.

TABLE OF CONTENTS

	PAGE
		Page
PART I
Item 1. Description of Business	1
Item 1	Business	1
Item 1A. Risk Factors	1
Item 1A	Risk Factors	1
Item 1B. Unresolved Staff Comments	3
Item 2	Properties	2
Item 2. Properties	3
Item 3	Legal Proceedings	2
Item 3. Legal Proceedings	3
PART II
Item 4. Mine Safety Disclosures	3
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
PART II
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	5
Item 6. Selected Financial Data	3
Item 8	Financial Statements and Supplementary Data	5
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	4
Item 9A	Controls and Procedures	5
Item 8. Financial Statements and Supplementary Data	5
Item 9B	Other Information	5
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	5
PART III
Item 9A. Controls and Procedures	5
Item 10	Directors, Executive Officers and Corporate Governance	6
Item 9B. Other Information
Item 11	Executive Compensation	7
PART III
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7
Item 10. Directors, Executive Officers and Corporate Governance	5
Item 13	Certain Relationships and Related Transactions, and Director Independence	8
Item 11. Executive Compensation	6
Item 14	Principal Accounting Fees and Services	8
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6
PART IV
Item 13. Certain Relationships and Related Transactions, and Director Independence	7
Item 15	Exhibits and Financial Statement Schedules	8
Item 14. Principal Accountant Fees and Services	7
Signatures		21
	7
PART IV
Item 15. Exhibits, Financial Statement Schedules	7
Report of Cherry Bekaert LLP	8
Consolidated Balance Sheets at December 31, 2013 and 2012	9
Consolidated Statements of Operations	10
Consolidated Statements of Stockholders' Deficit	11
Consolidated Statements of Cash Flows	12
Notes to Consolidated Financial Statements	13
SIGNATURE PAGE	15
INDEX TO EXHIBITS	16

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The following information contains forward-looking statements, which involve risks and uncertainties. Forward-looking statements are characterized by words such as "plan," "expect," "believe," "intend," "would", "will" and similar words. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Certain Risk Factors Affecting Azzurra Holding Corporation," and elsewhere in this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (this “Annual Report”) reports our financial statements 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 Annual Report is as of December 31, 2018. The financial statements in this Annual Report do not reflect any subsequent events that occurred after December 31, 2018.

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PART 1

ITEM 1. ~~DESCRIPTION OF~~ BUSINESS

Company Overview

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 ~~600~~ 655 West Broadway, Suite ~~700~~870, San Diego, ~~California~~CA 92101, and our telephone number is (619~~) 795~~-~~1134~~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~~ As of and throughout the ~~year~~years ended December 31, ~~2014~~2018, 2017, 2016 and 2015, the Company was a non-operating shell company and its business operations were limited to sustaining the public shell.

Employees

As of and throughout the years ended December 31, ~~2014~~2018, 2017, 2016 and 2015, 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.

ITEM 1A.

RISK FACTORS

An investment in our common stock is subject to many risks. You should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10-K, including the ~~consolidated~~ financial statements and the related notes, before you decide whether to invest in our common stock. Our business, operating results and financial condition could be harmed by any of the following risks. The trading price of our common stock could decline due to any of these risks, and you could lose all or part of your investment.

~~THE~~ The ~~COMPANY~~company ~~LACKS~~lacks ~~OPERATIONS~~operations ~~AND~~and ~~HAS~~has ~~LOSSES~~losses ~~WHICH~~which ~~ARE~~are ~~EXPECTED~~expected TOto continue ~~CONTINUE~~into ~~INTO~~the ~~THE FUTURE~~future.

As a result of the sale of substantially all of the Company’s operating assets, the Company has no operations from which to derive revenue. The Company’s operating history is not a useful measure upon which an evaluation of its future success or failure can be made. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to generate revenues, and the ability to raise the capital necessary to acquire an operating entity or engage in a merger or other transaction with an operating entity.

The Company is a “shell” corporation as that is defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon current plans, the Company expects to incur operating losses in future periods. The Company cannot guarantee that it will be successful in generating revenues in the future.

IF If ~~THE~~the ~~COMPANY~~company ~~DOES~~does ~~NOT~~not ~~SUCCESSFULLY~~successfully ~~CONSUMMATE~~consummate Aa ~~BUSINESS COMBINATION~~business combination, ~~THE~~the ~~COMPANY~~company ~~WILL~~will ~~REQUIRE~~require ~~ADDITIONAL FUNDS~~additional funds.

For the Company to once again engage in operations, it will either need to raise additional funds through public or private debt or sale of equity, or it will need to acquire or enter into a merger transaction with an operating entity. The Company is currently seeking to engage in such a merger with an operating entity, but there is no guarantee that this merger will reach a successful completion. If the merger fails and the Company seeks additional financing, this financing may not be available when needed. Even if this financing is available, it may be on terms that the Company deems unacceptable or materially adverse to its interests with respect to dilution of book value, dividend preference, liquidation preference, or other terms.

The company is not an operating company and does not have any significant capital.

Because the Company does not have significant capital, it must limit its operations and there is little chance that operations will begin at any time soon, as a result of such limited capital, unless the Company obtains additional funding to acquire an operating entity or enters into a merger transaction with an operating entity.

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~~THE~~ Because ~~COMPANY~~ownership ISof ~~NOT~~more ANthan ~~OPERATING~~50% ~~COMPANY~~of ~~AND~~the ~~DOES~~company’s outstanding ~~NOT~~common ~~HAVE~~shares ~~ANY~~are ~~SIGNIFICANT~~held ~~CAPITAL~~by a few shareholders, these shareholders will be able to decide who will be our directors, and you may not be able to elect any directors.

BECAUSE OWNERSHIP OF MORE THAN 50% OF THE COMPANY’S OUTSTANDING COMMON SHARES ARE HELD BY A FEW SHAREHOLDERS, THESE SHAREHOLDERS WILL BE ABLE TO DECIDE WHO WILL BE OUR DIRECTORS, AND YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS.

Over 50% of the Company’s outstanding common stock is held by a few shareholders, who therefore control the Company. As a result, unless the Company issues more shares and/or these shareholders sell some of their shares, they will be able to elect all of the Company’s directors and control its operations. If the Company does enter into an acquisition or merger transaction, the Company may issue a significant number of shares in connection with that transaction. This could result in a reduction in value to the common stock you own because of the ineffective voting power. The concentration of holdings could adversely affect the value of your shares and prevent the Company from undergoing a change of control in the future.

~~THE~~ The ~~COMPANY~~company ~~HAS~~has ~~NOT~~not ~~PAID~~paid ~~DIVIDENDS~~dividends ~~AND~~and ~~NONE~~none ~~ARE ANTICIPATED~~are anticipated.

To date, the Company has paid no cash dividends on its common stock. For the foreseeable future, the Company expects that earnings generated from the Company’s operations, if any, will be retained for use in its business and not to pay dividends.

"~~PENNY~~Penny ~~STOCK~~stock" ~~RULES~~rules ~~MAY~~may ~~MAKE~~make ~~BUYING~~buying ORor ~~SELLING~~selling ~~THE~~the ~~COMPANY~~company’Ss common ~~COMMON~~stock ~~STOCK DIFFICULT~~difficult.

Trading in the Company’s securities is subject to the “Penny Stock” Rules.

The Securities and Exchange Commission (“SEC”) has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

● ~~Make a suitability determination prior to selling a penny stock to the purchaser;~~

● Make ~~Receive~~a suitability ~~the~~determination ~~purchaser’s~~prior ~~written~~to ~~consent~~selling a penny stock to the ~~transaction~~ purchaser; ~~and~~

● ~~Provide certain written disclosures to the purchaser.~~

Receive the purchaser’s written consent to the transaction; and

●

Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell the Company’s common stock and may affect your ability to resell our common stock.

-ITEM 2-. PROPERTIES

Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. DESCRIPTION OF PROPERTY

We do not own any real property. The Company’s corporate headquarters are located in the offices of our President and Chief Executive Officer, located in San Diego, California. The Company is not obligated under the terms of any lease or agreement with our President and Chief Executive Officer.

ITEM 3.

LEGAL PROCEEDINGS

None.

~~ITEM 4~~ . ~~MINE SAFETY DISCLOSURES~~

~~Not Applicable.~~-2-

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

There is no “established trading market” for our shares of common stock. We are not listed on any exchange or any OTC marketplace, including the Pink Sheets.

As of December ~~March~~ 31, 2018, 2017, 2016 and 2015, there were ~~five~~ three stockholders of record of our common stock.

DIVIDENDS

We have never declared or paid any cash dividend on our common stock, nor do we currently intend to pay any cash dividend on our common stock in the foreseeable future. We expect to retain our earnings, if any, for the growth and development of our business.

EQUITY COMPENSATION PLANS

The Company does not currently have any equity compensation plans for which equity securities are authorized to be issued.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis of financial condition and results of operations contains forward-looking statements, which involve risks and uncertainties. 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" beginning on Page 1 of this Annual Report on Form 10-K, and other documents filed by us with the Securities and Exchange Commission.

See also the Notes to the ~~Consolidated~~ Financial Statements in the accompanying ~~consolidated~~ financial statements.

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RESULTS OF OPERATIONS

Sales

~~Sales~~ During each of the years ended December 31, 2018, 2017, 2016 and 2015, for each of the quarters of our years ended December 31, 2018 and 2017, 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.

During each of the years ended December 31, 2014 and 2013, 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 each of the years ended December 31, ~~2014 and~~2018, ~~2013~~2017, 2016 and 2015, general and administrative expenses were approximately $220,~~000. General and administrative expenses during the years reported consist principally of auditing~~ $0, ~~and~~$0 ~~related costs associated with the preparation~~ and ~~review of the Company’s consolidated financial statements~~$31, ~~filing fees and expenses (including XBRL), and reimbursement of costs and expenses relating to franchise and related taxes, among other costs and expenses~~respectively.

During the three months ended March 31, 2018 and 2017, general and administrative expenses were approximately $0 and $0, respectively.

During the three months ended June 30, 2018 and 2017, general and administrative expenses were approximately $0 and $0, respectively. During the six months ended June 30, 2018 and 2017 general and administrative expenses were approximately $0 and $0, respectively.

During the three months ended September 30, 2018 and 2017, general and administrative expenses were approximately $0 and $0, respectively. During the nine months ended September 30, 2018 and 2017, general and administrative expenses were approximately $0 and $0, respectively.

General and administrative expenses during the years and quarters reported consist principally of auditing, and related costs associated with the preparation and review of the Company’s financial statements, filing fees and expenses (including XBRL), and reimbursement of costs and expenses relating to franchise and related taxes, among other costs and expenses.

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Other Expense

During each of the years ended December 31, ~~2014~~2018, 2017, 2016 and ~~2013~~2015, other ~~expenses~~expense ~~were~~was approximately $50,~~000~~ ~~and~~ $40,~~000,~~ $0 ~~respectively. During both 2014~~ and ~~2013~~$7, ~~other expense consisted of interest expense on outstanding notes payable~~respectively.

During the three months ended March 31, 2018 and 2017, other expense was approximately $0 and $0, respectively.

During the three months ended June 30, 2018 and 2017, other expense was approximately $0 and $0, respectively. During the six months ended June 30, 2018 and 2017, other expense was approximately $0 and $0, respectively.

During the three months ended September 30, 2018 and 2017, other expense was approximately $0 and $0, respectively. During the nine months ended September 30, 2018 and 2017, other expense was approximately $0 and $0, respectively.

Other expense during the years and quarters reported consist principally of interest expense on outstanding notes payable.

Net Loss

During each of the ~~year~~years ended December 31, ~~2014~~2018, ~~the~~2017, ~~Company~~2016 ~~had~~and ~~net losses of $27~~2015,~~000~~ asthe Company ~~compared~~had to net losses of $260,~~000~~ $0, ~~during~~$0 ~~the~~and ~~year ended December 31~~$38, ~~2013~~respectively. ~~The increase in net loss during the 2014 period is related to an increase in other expense discussed above.~~

During the three months ended March 31, 2018 and 2017, the Company had net losses of $0 and $0, respectively.

During the three months ended June 30, 2018 and 2017, the Company had net losses of $0 and $0, respectively. During the six months ended June 30, 2018 and 2017, the Company had net losses of $0 and $0, respectively.

During the three months ended September 30, 2018 and 2017, the Company had net losses of $0 and $0, respectively. During the nine months ended September 30, 2018 and 2017, the Company had net losses of $0 and $0, respectively.

Net loss during the years and quarters reported principally due to expense discussed above.

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LIQUIDITY AND CAPITAL RESOURCES

At December 31, ~~2014~~2018, 2017, 2016 and 2015, the Company had cash of approximately $30,~~000~~ $0, ~~compared~~$0 and to$1. During ~~approximately~~the years ~~$10~~ended December 31,~~000~~ in2018 and December 31, 2017, the Company had no operations and no cash atflows. ~~December~~During the year ended December 31, ~~2013~~2016, overall cash decreased by $1 pay down of accounts payable. During the year ended December 31, ~~2014~~2015, overall cash decreased by approximately $72,~~000,~~ primarily due to cash losses in the period, partially offset by the receipt of notes payable totaling $~~10,000~~13 during ~~2014~~2015.

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 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 7A.

QUANTITATIVE AND QUALITATIVE DISLOSURES ABOUT MARKET RISK

Not Applicable.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required hereunder in this Annual Report on Form 10-K is set forth in the financial statements and the notes thereto.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

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.

Changes in Internal Control Over Financial Reporting

The Company’s Chief Executive Officer and Chief Financial Officer has determined that there have been no changes in the Company’s internal control over financial reporting during the periods 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.

ITEM 9B.

OTHER INFORMATION

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The Company’s sole executive officer and director as of December 31, ~~2014~~2018 is Daniel W. Rumsey, age 5357. Mr. Rumsey is currently the Company’s President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors. Mr. Rumsey was appointed Chief Restructuring Officer on March 10, 2005, and to the Board of Directors on May 13, 2005. Mr. Rumsey resigned from his position as Chief Restructuring Officer and was reappointed in October 2006. Prior to his appointment as Chief Restructuring Officer in March 2005, he served as the Company’s Vice President, Chief Financial Officer and General Counsel. Mr. Rumsey is currently ~~is the President and Founder of SEC Connect, LLC, an EDGAR filing agent, and is~~ Managing ~~Partner~~Director of ~~the~~ Disclosure Law Group, a Professional Corporation. Mr. Rumsey received his J.D. from the University of Denver College of Law in 1985, and his B.S. from the University of Denver in 1983.

BOARD COMMITTEES AND MEETINGS

The Company currently does not have any committees of the Board of Directors.

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CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer and Chief Financial Officer, or persons performing similar functions. The Company will provide to the public, free of charge, a copy of the code of ethics upon request in writing to the Company’s Chief Executive Officer at Azzurra Holding Corporation at ~~600~~655 West Broadway, Suite ~~700~~ 870, San Diego, California 92101.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of the Common Stock, to file with the SEC initial reports of beneficial ownership ("Form 3") and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company ("Form 4"). Officers, directors and greater than 10% stockholders of the Company are required by SEC rules to furnish to the Company copies of all Section 16(a) reports that they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with for fiscal ~~2013~~2018, 2017, 2016 and 2015.

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ITEM 11.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information about the compensation paid to or accrued ~~during the fiscal year converted~~ by ~~this Annual Report to~~ our Chief Executive Officer and our Chief Financial Officer during the fiscal years ending December 31, 2018, 2017, 2016 and 2015.

Name and Principal Position	Year	Salary ($)	~~Salary~~Bonus ($)	All Other Compensation ($)	Total ($)	~~Bonus ($)~~		~~All Other Compensation ($)~~		~~Total ($)~~
Daniel W. Rumsey(1)	~~2014~~2018	-	-	-	-		-		-		-
Chief Executive Officer and Chief Financial Officer	~~2013~~2017	-	-	-	-		-		-		-
	2016	-	-	-	-
	2015	-	-	-	-

(1) ~~No compensation was paid or accrued to Mr. Rumsey during the years ended December 31, 2014 and 2013.~~

No compensation was paid or accrued to Mr. Rumsey during the years ended December 31, 2018, 2017, 2016 and 2015

DIRECTOR COMPENSATION

No compensation was paid to any directors for their service on the Company’s Board of Directors during ~~2014~~the years ended December 31, 2018, 2017, 2016 and 2015.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT ARRANGEMENTS AND CHANGE OF CONTROL AGREEMENTS

None.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information concerning the beneficial ownership of all shares of common stock of the Company as of March 31 27, ~~2015~~2019. 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~~4,~~000~~029,140 shares of common stock outstanding as of ~~March~~December 31, ~~2015~~2018.

-6-

Name and Address of Beneficial Owner	Common Stock	Percentage of Shares Outstanding
Red Beard Holdings, LLC 17595 Harvard Avenue, Suite C511 Irvine, CA 92614	3,827,683	95.0%
Daniel W. Rumsey(1) 655 West Broadway, Suite 870 San Diego, CA 92101	106,587	2.6%

(1)

Daniel W. Rumsey is an officer and director of the Company.

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Name and Address of Beneficial Owner	Common Stock		Percentage of Shares Outstanding
SDS Capital Group SPC, Ltd. 113 Church Street P.O. Box 134GT Grand Canyon, Cayman Islands		80,000		43	%
JTA Resources LLC * c/o Jason T. Adelman 30 E. 72nd Street, 5th Floor New York, NY 10021		80,000		43	%
Smithfield Fiduciary LLC c/o Highbridge Capital Management 1350 Avenue of the Americas 33rd Floor New York, NY 10019		10,000		5	%
Daniel W. Rumsey 600 West Broadway, Suite 700 San Diego, CA 92101		17,000		9	%

* 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.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the years ended December 31, ~~2014~~2018, 2017, 2016 and ~~2013~~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, ~~2014~~2018, ~~and~~2017, ~~2013~~2016 and 2015, we paid SEC Connect $60,~~000~~ $0, $1 and $~~4,500~~3 in filing fees, respectively, which amounts included fees paid to comply with the requirement that the Company file its ~~consolidated~~ 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.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Cherry Bekaert LLP ("Cherry Bekaert") ~~has~~was ~~been~~ retained by the Board of Directors as the independent registered public accounting firm to audit our ~~consolidated~~ financial statements for the fiscal ~~year~~years ended December 31, ~~2014.~~2018, 2017, ~~The~~2016 ~~aggregate~~and ~~fees~~2015, for which Cherry Bekaert ~~billed~~was uspaid in$17,500. Other ~~2014~~than ~~and~~as ~~2013~~set ~~for~~forth ~~audit~~under ~~services~~"Tax Fees" below, Cherry ~~including~~Bekaert ~~for~~did ~~review~~not ofperform ~~our~~any ~~interim~~non-audit ~~financial~~related ~~statements~~services during ~~was~~the ~~$9,500~~years inended ~~each~~December of31, 2018, ~~the~~2017, ~~two~~2016 ~~years~~and 2015.

TAX FEES

The Company engaged Cherry Bekaert for preparation of the Company’s 2012 – 2018 Federal and state tax returns prepared in ~~2013. The~~2019, ~~aggregate~~for ~~fees Cherry~~which Cherry Bekaert ~~billed us in 2013 for tax services~~ was paid $210,000. ~~Cherry~~ ~~Bekaert did not perform any other non-audit related services in 2014 or 2013.~~

AUDIT APPROVAL POLICIES

The Board of Directors has adopted procedures and policies pursuant to which services to be performed by the independent auditor are approved. Proposed services are pre-approved by agreeing to a framework with descriptions of allowable services with the Board of Directors ("general pre-approval"). Unless a type of service has received general pre-approval, it requires specific approval by the Board of Directors if it is to be provided by the independent registered public accounting firm.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

We have listed the exhibits filed as part of this Annual Report on Form 10-K in the accompanying exhibit index, which follows the signature page to this Annual Report. The exhibits marked with an asterisk (*) are included with and filed as part of this Annual Report on Form 10-K.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~ To the Board of Directors and Stockholders of

Azzurra Holding Corporation

We Opinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of Azzurra Holding Corporation and subsidiary (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.Statements

We ~~conducted~~have audited ~~our~~the ~~audits~~accompanying inbalance ~~accordance~~sheets ~~with the standards~~ of ~~the~~Azzurra ~~Public~~Holding Corporation ~~Company Accounting Oversight Board~~ (~~United~~the ~~States~~“Company”). ~~Those~~as ~~standards~~of ~~require~~December ~~that~~31, 2018, we2017, ~~plan~~2016 and ~~perform~~2015, ~~the~~and ~~audit to obtain reasonable assurance about whether~~ the ~~consolidated~~related ~~financial~~ statements ~~are~~of operations, ~~free~~stockholders’ ofequity, ~~material~~and ~~misstatement.~~cash ~~The~~flows ~~Company~~for iseach ~~not~~of the ~~required~~years tothen ~~have~~ended, ~~nor~~and ~~were~~the werelated ~~engaged~~notes (collectively referred to ~~perform,~~as anthe ~~audit~~“ ~~of its internal control over~~ financial ~~reporting~~statements”). ~~Our~~In ~~audits~~our ~~included~~opinion, ~~consideration of internal control over~~ the financial ~~reporting~~statements aspresent afairly, ~~basis for designing audit procedures that are appropriate~~ in ~~the~~all ~~circumstances~~material respects, ~~but not for~~ the financial ~~purpose~~position of ~~expressing an opinion on~~ the ~~effectiveness of the~~ Company’s ~~internal~~as ~~control~~of ~~over~~December ~~financial reporting. Accordingly~~31, ~~we express no such opinion. An audit also includes examining~~2018, ~~on a test basis~~2017, 2016 ~~evidence supporting the amounts~~ and ~~disclosures in the consolidated financial statements~~2015, ~~assessing~~and the ~~accounting~~results ~~principles~~of ~~used~~its operations and ~~significant~~its ~~estimates~~cash ~~made~~flows for byeach ~~management,~~of ~~as well as evaluating~~ the ~~overall~~years ~~financial~~then ~~statement~~ended ~~presentation.~~in Weconformity ~~believe~~with ~~that~~accounting principles ~~our~~generally ~~audits~~accepted ~~provide~~in athe ~~reasonable~~United ~~basis~~States ~~for our opinion~~of America.

In Substantial ~~our~~Doubt ~~opinion,~~about the ~~consolidated~~Company’s ~~financial~~Ability ~~statements referred~~ to ~~above~~Continue ~~present fairly, in all material respects, the consolidated financial position of Azzurra Holding Corporation and subsidiary~~ as a ofGoing December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.Concern

As The accompanying ~~more~~financial ~~fully~~statements ~~discussed~~have inbeen ~~Note~~prepared 3,assuming that the Company ~~currently~~will ~~has~~continue noas ~~operations~~a ~~and~~going ~~accordingly~~concern. ~~has~~As nomore ~~source~~fully discussed ofin ~~revenue. As~~Note ~~a result~~3, the Company ishas ~~exploring~~no ~~opportunities~~operations toand ~~effect~~accordingly no ansource ~~acquisition~~ of ~~the Company by merger, exchange or issuance of securities~~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~~ ~~consolidated~~ The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/Cherry~~ Basis ~~Bekaert~~for ~~LLP Tampa, Florida March 31, 2015~~Opinion

~~-8-~~ 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.

Tampa, Florida

February 28, 2019

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

AZZURRA HOLDING CORPORATION ~~AND~~BALANCE ~~SUBSIDIARY~~SHEETS

~~CONSOLIDATED~~ (In ~~BALANCE~~thousands, ~~SHEETS~~except share amounts)

(In thousands)

	December 31, 2018	December 31, 2017	December 31, 2016	December 31, 2015

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

	December 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash	$	3		$	10
Total current assets and total assets	$	3		$	10
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable	$	88		$	78
Accounts payable and accrued expenses		22			12
Total current liabilities and total liabilities		110			90
Stockholders' deficit:
Common stock, par value $0.01 per share; 250 shares authorized; and 187 shares issued and outstanding		1			1
Additional paid-in capital		554			554
Accumulated deficit		(662	)		(635	)
Total stockholders' deficit		(107	)		(80	)
Total liabilities and stockholders' deficit	$	3		$	10

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these consolidated financial statements.~~-10-

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AZZURRA HOLDING CORPORATION ~~AND SUBSIDIARY~~

~~CONSOLIDATED~~ CONDENSED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~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.

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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.

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AZZURRA HOLDING CORPORATION

STATEMENTS OF OPERATIONS

(In thousands, except per share data)

		Year Ended December 31, 2014			Year Ended December 31, 2013
	Year Ended December 31, 2018	Year Ended December 31, 2017	Year Ended December 31, 2016	Year Ended December 31, 2015
Sales		$			$	-
OPERATING EXPENSES:
Cost of sales			-			-
General and administrative	$-	$-	$-	$31
Gross profit (loss)			-			-
Total operating expenses	-	-	-	31
OPERATING EXPENSES:
LOSS FROM OPERATIONS:	-	-	-	(31)
General and administrative			22			22
OTHER EXPENSE	-	-	-	(7)
Total operating expenses			22			22
Net loss	$-	$-	$-	$(38)
LOSS FROM OPERATIONS:			(22	)		(22	)
Basic and diluted loss per common share	$(0.00)	$(0.00)	$(0.00)	$(0.19)
OTHER EXPENSE			(5	)		(4	)
Shares used in basic and diluted per share computation	201,457	201,457	201,457	201,457
Net loss		$	(27	)	$	(26	)
Basic and diluted loss per common share		$	(0.14	)	$	(0.14	)
Shares used in basic and diluted per share computation			187			187

The accompanying notes are an integral part of these ~~consolidated~~ financial statements.

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AZZURRA HOLDING CORPORATION ~~AND SUBSIDIARY~~

~~CONSOLIDATED~~ CONDENSED STATEMENTS ~~STOCKHOLDERS'~~OF ~~DEFICIT~~OPERATIONS

~~FOR THE YEARS ENDED DECEMBER 31~~ (In thousands, ~~2014~~except ~~AND~~per ~~2013~~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.

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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.

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AZZURRA HOLDING CORPORATION

STATEMENTS STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017, 2016 AND 2015

(In thousands)

	Common Shares	Common ~~Shares~~Stock	Additional Paid-in Capital	Accumulated Deficit	Total	~~Common Stock~~		~~Additional Paid-in Capital~~		~~Accumulate Deficit~~			~~Total~~
Balance at December 31, 2012			187			$	1	$	554	$	(609	)	$	(54	)
Balance at January 1, 2015	187	$2	$553	$(662)	$(107)
Net loss			-				-		-		(26	)		(26	)
Issuance of Common Stock for conversion of notes payable and accrued and unpaid interest	12	-	122	-	122
Balance at December 31, 2013			187				1		554		(635	)		(80	)
Issuance of Common Stock for payment of accounts payable	2	-	23	-	23
Net loss	-	-	-	(38)	(38)		-		-		~~(27~~	)		~~(27~~	)
Balance at December 31, 2014			187			$	1	$	554	$	(662	)	$	(107	)
Balance at December 31, 2015, 2016, 2017, and 2018*	201	$2	$698	$(700)	$-

~~The~~ * There ~~accompanying~~was ~~notes~~no ~~are~~activity anfrom ~~integral~~December ~~part~~31, of2015 ~~these~~through ~~consolidated~~December ~~financial statements.~~31, 2018

~~-11-~~ The accompanying notes are an integral part of these financial statements.

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AZZURRA HOLDING CORPORATION ~~AND SUBSIDIARY~~

~~CONSOLIDATED~~ STATEMENTS OF CASH FLOWS

(In thousands)

		Year Ended December 31, 2014			Year Ended December 31, 2013
	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	$-	$-	~~(27~~$-	$(38)	$	~~(26~~	)
Changes in operating assets and liabilities:
Non-cash fair value of Common Stock issued in connection with notes payable	-	-	-	13
Current liabilities			10			4
Non-cash loss on the issuance of Common Stock in connection with accrued interest on notes payable	-	-	-	7
Net cash used in operating activities			(17	)		(22	)
Non-cash fair value of Common Stock issued in connection with accounts payable	-	-	-	23
Cash flows from financing activities:
Changes in operating assets and liabilities:
Proceeds from shareholder loans			10			30
Current liabilities	-	-	(1)	(20)
Net cash provided by financing activities			10			30
Net cash used in operating activities	-	-
Net change in cash and cash equivalents			(7	)		8
			(1)	(15)
Cash and cash equivalents at beginning of the year			10			2
Cash flows from financing activities:
Cash and cash equivalents at end of the year		$	3		$	10
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 ~~consolidated~~ financial statements.

~~-12-~~ 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		-	-	-	-	-
	-	-	-	-	-	-
Cash and cash equivalents at beginning of the year	-	-	-	-	-	-

Cash and cash equivalents at end of the year	$-	$-	$-	$-	$-	$-

The accompanying notes are an integral part of these financial statements.

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AZZURRA HOLDING CORPORATION

NOTES TO THE ~~CONSOLIDATED~~ 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 ~~consolidated~~ 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 ~~consolidated~~ financial statements, as well as the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.

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.

Management has evaluated all the tax positions that could have a significant effect on the consolidated financial statements in accordance with the standard and determined that the Company had no uncertain income tax positions which would require adjustment or disclosure as of December 31, 2014 and 2013. The Company's federal income tax returns after 2010 are subject to examination by the Internal Revenue Service, generally for a period of three years after the income tax returns are filed.

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

~~There~~ In August ~~have~~2014, ~~been~~the noFinancial ~~recent~~Accounting ~~accounting~~Standards ~~pronouncements~~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 ~~would~~the financial statements have ~~any~~not previously been issued. We evaluated the impact the revised guidance had on ~~the~~our ~~Company~~financial statements and determined it had no significant impact.

~~3. GOING CONCERN~~-18-

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

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3.	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.

4.	NOTES PAYABLE

On Prior ~~March~~to 25January ~~and March 31~~1, ~~2011~~ 2015, the Company issued promissory notes inwith ~~the~~an aggregate principal amount of $1287,500.00. ~~and~~On ~~$15,000, and on~~ March ~~16 and March 19~~17, ~~2012,~~2015 and March 431, ~~March 20 and December 27~~ 2015, ~~2013,~~ the Company issued additional promissory notes in the principal amount of $105,000.00 each., Inand ~~addition~~on August 7, ~~the~~2015, the Company issued an additional promissory ~~notes~~note in the principal amount ~~amounts~~ of $62,500.00 ~~and $3,500 on August 13, 2014 and November 2, 2014, respectively~~ (collectively, the “Notes”). Each of the Notes are payable on demand, and accrue interest at the rate of 7% annually. On ~~As of~~ December 31, ~~2014~~2015, the ~~total~~ principal and accrued ~~interest~~and ~~due~~unpaid ~~under~~interest on the ~~terms~~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 ~~$103~~required upon conversion. As of the year ended December 31,~~000~~ 2015, the Company had no further obligation under the Notes.

5.	STOCKHOLDERS’ EQUITY

At December 31, ~~2014~~2018, 2017, 2016 and 2015, the authorized shares of the ~~Azzurra~~Company ~~Holding~~consisted ~~Corporation consist~~ of 250,000 shares of common stock, $0.01 par value, and ~~187~~201,~~000~~457 shares were issued and outstanding.

6.	INCOME TAXES

Deferred tax assets consist of the following (in thousands):	December 31,
	2014			2013
Net operating loss carry-forwards	$	134,184		$	135,447
Credit carry-forwards		1,065			1,000
Reserves and other		88			85
Total deferred tax assets	$	135,337		$	137,032
Valuation allowance		(135,337	)		(137,032	)
Net deferred tax asset	$	-		$	-

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.

~~The~~ Based on ~~Federal~~the ~~net~~provisions ~~operating~~of ~~loss~~the ~~carryforward~~Tax ~~for~~Act, ~~tax~~the ~~purposes~~Company ~~and~~re-measured ~~state~~its ~~net~~U.S. deferred ~~operating loss carryforward for~~ tax ~~purposes~~assets isand ~~approximately $364~~liabilities ~~million~~ and ~~$138~~ ~~million,~~adjusted ~~respectively, at~~its ~~December~~deferred ~~31,~~tax balances ~~2014, which expire in various amount annually through 2033. The Company's ability~~ to ~~utilize~~reflect ~~these carryforwards may be severely limited or lost pursuant to Section 382 of~~ the ~~Internal~~lower ~~Revenue Code as a result of the change in control of the Company on June 14, 2007~~U. ~~Other limitations may apply as well~~S. ~~The~~ ~~Company~~corporate ~~has~~income ~~made~~tax norate ~~determination~~at December as31, to2018 ~~what~~and ~~these limitations may be~~2017.

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Deferred tax assets consist of the following (in thousands):

	December 31, 2018	December 31, 2017	December 31, 2016	December 31, 2015

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)
Net deferred tax asset	$-	$-	$-	$-

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:

		December 31,
	December 31, 2018	December 31, 2017	December 31, 2016	December 31, 2015
		2014			2013
Income tax benefit at federal statutory rate	21.00%	35.00%	35.0%	35.0%
Income tax benefit at federal statutory rate			35.0	%		35.0	%
State income taxes net of federal benefit	6.98%	6.98%	5.8%	5.80%
State income taxes net of federal benefit			5.8	%		5.8	%
Expiring credits and other	0%	0%	0%	467.30%
Expiring credits and other			896.8	%		1,746.4	%
Change in valuation allowance	(27.98)%	(41.98)%	(41.98)%	(508.1)%
Change in valuation allowance			(937.6	)%		(1,787.2	)%
Total	0.00%	0.00%	0.00%	0.00%
Total			0.0	%		0.0	%

7.	RELATED PARTY TRANSACTION

During the years ended December 31, ~~2014~~2018, 2017, 2016 and ~~2013~~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, ~~2014~~2018, ~~and~~2017, ~~2013~~2016 and 2015, we paid SEC Connect ~~approximately~~$0, $60,~~000~~ $1 and $~~4,500~~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.

8.	SUBSEQUENT EVENTS

On March 1727, ~~2015~~2019, the Company ~~issued~~filed aan ~~promissory~~Amended and ~~note~~Restated inCertificate ~~the~~of ~~principal~~Incorporation ~~amount~~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 ~~payable~~shall onbe ~~demand~~preferred stock. ~~The~~Also, ~~note~~on ~~accrues~~March ~~interest~~27, at2019, the Company ~~rate~~issued 3,827,683 shares of 7%Common ~~annually~~Stock to Red Beard Holdings, LLC, for and in consideration for the payment to the Company of $50, or $0.013 per share.

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SIGNATURES

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: March 3129, ~~2015~~2019 /s/ Daniel W. Rumsey Daniel W. Rumsey Chief Executive Officer (Principal Executive Officer, Principal Financial and Principal Accounting Officer)

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EXHIBIT INDEX ~~OF EXHIBITS~~

10.1	Securities Purchase Agreement, dated March 26, 2019, by and between the Company and Red Beard Holdings LLC
31	Certification of Principal Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
32	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

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Filing Compare · AZZURRA HOLDING CORP