Blueprint
 

 
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
 
[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
OR
[   ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______
   
Commission File Number: 0-25356
 
AZZURRA HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
DELAWARE
 
77-0289371
(State or Other Jurisdiction of
 
(IRS Employer Identification Number)
Incorporation or Organization)
 
 
655 West Broadway, Suite 870
San Diego, CA 92101
(619) 272-7050
 (Address and Telephone Number of Principal Executive Offices)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]   No [X]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes [   ]   No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ ]   No [X]
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ]   No [X]
  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   [   ]
Accelerated filer                     [   ]
Non-accelerated filer     [   ]
Smaller reporting company    [X]
 
Emerging growth company    [   ]
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [X]   No [ ]
 
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant computed by reference to the closing price on June 30, 2018 was Nil. As of March 29 2019, there were 4,029,140 shares of Common Stock issued and outstanding.
 
Documents Incorporated by Reference
 
None.
 

 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Azzurra Holding Corporation (the “Company”) for the year ended December 31, 2012, originally filed with the Securities and Exchange Commission (“SEC”) on March 24, 2013 (the “Original Filing”), solely to correct certain disclosure in Item 12 of Part III of the Original Filing. All other items of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 are unaffected by the change described above and have been omitted from this Amendment No. 1.
 
 
 
 
 
 
PART III
 
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 25, 2013.  The Company has no other shareholders.
 
Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, the Company believes that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as being beneficially owned by that stockholder. The percentage of beneficial ownership is based on 187,000 shares of common stock outstanding as of December 31, 2012.
 
 
 
Common
Stock
 
 
Percentage of
Shares Outstanding
 
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
501 West Broadway, Suite 800
San Diego, CA  92101
  97,000 
  52%
 
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.
 
 
 
 
 
 
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.
 

 
 
 
Date: April 9, 2019
AZZURRA HOLDING CORPORATION
 
/s/ Daniel W. Rumsey
 
Daniel W. Rumsey
Chief Executive Officer
(Principal Executive Officer, Principal Financial and Principal
Accounting Officer)
 
 
 
 
 
 
 
 EXHIBIT INDEX
 
Certification of Principal Executive and Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
XBRL Taxonomy Extension Label Linkbase
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase
 
* Previously filed.