10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2013

OR

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File No. 0-25356

AZZURRA HOLDING CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	77-0289371
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
600 West Broadway, Suite 700 San Diego, California	92101
(Address of Principal Executive Offices)	(Zip Code)

 (619) 795-1134

(Issuer’s telephone number)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 [   ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer	[   ]	Accelerated filer	[   ]
Non–Accelerated filer	[   ]	Small reporting company	[X]

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 4, 2013 there were 187,000 shares of the Registrant's common stock outstanding, par value $0.01 per share.

AZZURRA HOLDING CORPORATION

TABLE OF CONTENTS

	Page Number
PART I.  FINANCIAL STATEMENTS
Item 1.  Condensed Consolidated Financial Statements (unaudited)	1
Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	1
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012	2
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012	3
Notes to Condensed Consolidated Financial Statements	4
Item 2.  Management's Discussion and Analysis	5
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.  Controls and Procedures	7
PART II.  OTHER INFORMATION
Item 1.  Legal Proceedings	8
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.  Defaults Upon Senior Securities	8
Item 4.  Mine Safety Disclosures	8
Item 5.  Other Information	8
Item 6.  Exhibits and Reports on Form 8-K	8
Signatures
Certifications

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

AZZURRA HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	September 30, 2013		December 31, 2012
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	11	$	2
Total current assets and total assets	$	11	$	2
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Notes payable	$	78	$	48
Accounts payable and accrued liabilities		10		8
Total current liabilities and total liabilities		88		56
Stockholders' deficit:
Common stock, par value $0.01 per share; 250,000 shares authorized; 187,000 issued and outstanding		1		1
Additional paid-in capital		554		554
Accumulated deficit		(632)		(609	)
Total stockholders' deficit		(77)		(54	)
Total liabilities and stockholders' deficit	$	11	$	2

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

-1-

AZZURRA HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(UNAUDITED)

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2013		2012		2013		2012
Sales	$	-	$	-	$	-	$	-
Cost of sales		-		-		-		-
Gross profit		-		-		-		-
Operating expense:
General and administrative		3		2		20		12
Total operating expenses		3		2		20		12
Loss from operations		(3)		(2)		(20)		(12)
Other expense		(1)		(1)		(3)		(3)
NET LOSS	$	(4)	$	(3)	$	(23)	$	(15)
Basic and diluted net loss per common share	$	(0.02)	$	(0.02)	$	(0.12)	$	(0.08)
Shares used in basic and diluted per share computation		187		187		187		187

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

-2-

AZZURRA HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except per share data)

(UNAUDITED)

	For the Nine Months Ended September 30,
	2013		2012
Cash flows from operating activities:
Net loss	$	(23)	$	(15)
Changes in operating assets and liabilities:
Current liabilities		2		(1)
Net cash used in operating activities		(21)		(16)
Cash provided by financing activities
Proceeds from shareholder loans		30		20
Net cash provided by financing activities		30		20
Net increase in cash and cash equivalents		9		4
Cash and cash equivalents at beginning of the period		2		1
Cash and cash equivalents at end of the period	$	11	$	5

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

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AZZURRA HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED 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”) following the consummation of the transactions contemplated by the Joint Plan of Reorganization, as amended, of Wave, pursuant to Chapter 11 of the United States Bankruptcy Code, on June 28, 2007.

The Company currently has no ongoing operations.  The Company’s Board of Directors has decided to maintain the Company as a public shell corporation in order to 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

Basis of Presentation

Since July 2007, the Company has been a non-operating shell company and its business operations are limited to sustaining the public shell.

Accounting Estimates

In preparing the condensed 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 condensed consolidated 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America of America (“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, 2013 are not necessarily indicative of the results that may be expected for future periods or for the fiscal year.  The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date, but does not included all of the information and footnotes required by GAAP for complete financial statements.

You should read these condensed consolidated financial statements together with the historical consolidated financial statements for the Company for the years ended December 31, 2012 and 2011, included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2013 (the “Annual Report”).

Going Concern

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

-4-

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 is unable to obtain additional equity or debt financing.

3. NOTES PAYABLE

On March 25 and March 31, 2011, the Company issued promissory notes in the principal amount of $12,500 and $15,000, and on March 16 and March 19, 2012, and March 4, March 20 and March 28,  2013, the Company issued promissory notes in the principal amounts of $10,000 each (collectively, the “Notes”).  Each of the Notes are payable on demand, and accrue interest at the rate of 7% annually.  As of September 30, 2013, the total principal and accrued interest due under the terms of the Notes was $85,000.

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 EVENTS

On October 19, 2013, the Company paid $10,000 to one of its note holders in repayment for monies loaned to the Company in March 2013.

ITEM 2.  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, 2012, and other documents filed by us with the Securities and Exchange Commission.

Description of Business

Azzurra Holding Corporation, formerly, Wave Wireless Corporation (the “Company,” “we,” “us,” “our”) was incorporated in 1991 as a Delaware Corporation.  Our executive offices are located at 600 West Broadway, Suite 700, San Diego, California 92101, and our telephone number is 619-795-1134.  

As a result of the consummation of the bankruptcy of the Company on June 28, 2007, confirmation of a Joint Plan of Reorganization, and the subsequent sale of our operating businesses, the Company currently has no ongoing operations.   The Board has decided to maintain the Company as a public shell corporation, in order to 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.

-5-

During the nine-month period ended September 30, 2013, the Company was a non-operating shell company and its business operations were limited to sustaining the public shell.

Employees

As of September 30, 2013, 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 consolidated 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 consolidated 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, 2013 and 2012, 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.

Gross Profit

During the nine months ended September 30, 2013 and 2012, the Company had no gross profit as it did not have sales during either such period.

General and Administrative

During the three months ended September 30, 2013 and 2012, general and administrative expenses were approximately $3,000 and $2,000, respectively.  During the nine months ended September 30, 2013 and 2012, general and administrative expenses were approximately $20,000 and $12,000, respectively. General and administrative expenses during the periods reported consist principally of auditing, and related costs associated with the preparation, review and filing of the Company’s consolidated financial statements, and related administration costs and expenses. 

Other Expense

During each of the three and nine months ended September 30, 2013 and 2012, other expense was $1,000 and $3,000 due to interest expense on notes payable.

Net Income (Loss)

During the three months ended September 30, 2013, net loss was $4,000, as compared to net loss of $3,000 during the three months ended September 30, 2012. During the nine months ended September 30, 2013, net loss was $23,000, as compared to $15,000 for the nine months ended September 30, 2012.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2013, the Company had cash and cash equivalents of approximately $11,000, compared to approximately $2,000 in cash and cash equivalents at December 31, 2012.  During the nine month period ended September 30, 2013, overall cash increased by approximately $9,000, primarily due to the issuance of notes payable during the nine months ended September 30, 2013.

-6-

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 transaction, the Company intends to seek additional equity and/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

A smaller reporting company is not required to provide the information required by this item.

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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

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

-8-

SIGNATURES

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.

AZZURRA HOLDING CORPORATION

Date:   November 4, 2013	/s/ Daniel W. Rumsey
	Daniel W. Rumsey, Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

EX-31

Exhibit 31

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13A-14(A)

I, Daniel W. Rumsey, certify that:

1.  I have reviewed this report on Form 10-Q of Azzurra Holding Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

    (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;

    (c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    (d)  Disclosed in this report any change in the registrant's internal control over financing reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

    (a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

    (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2013	/s/ Daniel W. Rumsey
	Daniel W. Rumsey Chief Executive Officer (Principal Executive and Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. §1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report of Azzurra Holding Corporation (the "Company") on Form 10-Q for the period ending September 30, 2013 as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, Daniel Rumsey, Principal Executive and Principal Financial and Accounting Officer of the Company, certifies, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 4, 2013	/s/ Daniel W. Rumsey
	Daniel W. Rumsey Chief Executive Officer (Principal Executive and Financial Officer)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Jun. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Sales
Cost of sales
Gross profit
Operating expense:
General and administrative	3	2	20	12
Total operating expenses	3	2	20	12
Loss from operations	(3)	(2)	(20)	(12)
Other expense	(1)	(1)	(3)	(3)
NET LOSS	$ (4)	$ (3)	$ (23)	$ (15)
Basic and diluted net loss per common share	$ (0.02)	$ (0.02)	$ (0.12)	$ (0.08)
Shares used in basic and diluted per share computation	187	187	187	187

XML

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Note 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.

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BACKGROUND AND ORGANIZATION

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 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”) following the consummation of the transactions contemplated by the Joint Plan of Reorganization, as amended, of Wave, pursuant to Chapter 11 of the United States Bankruptcy Code, on June 28, 2007.

The Company currently has no ongoing operations.  The Company’s Board of Directors has decided to maintain the Company as a public shell corporation in order to 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.

XML

BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Since July 2007, the Company has been a non-operating shell company and its business operations are limited to sustaining the public shell.

Accounting Estimates

In preparing the condensed 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 condensed consolidated 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America of America (“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, 2013 are not necessarily indicative of the results that may be expected for future periods or for the fiscal year.  The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date, but does not included all of the information and footnotes required by GAAP for complete financial statements.

You should read these condensed consolidated financial statements together with the historical consolidated financial statements for the Company for the years ended December 31, 2012 and 2011, included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2013 (the “Annual Report”).

Going Concern

The accompanying condensed consolidated 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 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 is unable to obtain additional equity or debt financing.

XML

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

On October 19, 2013, the Company paid $10,000 to one of its note holders in repayment for monies loaned to the Company in March 2013.

XML

NOTES PAYABLE

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Note 3 - NOTES PAYABLE

On March 25 and March 31, 2011, the Company issued promissory notes in the principal amount of $12,500 and $15,000, and on March 16 and March 19, 2012, and March 4, March 20 and March 28,  2013, the Company issued promissory notes in the principal amounts of $10,000 each (collectively, the “Notes”).  Each of the Notes are payable on demand, and accrue interest at the rate of 7% annually.  As of September 30, 2013, the total principal and accrued interest due under the terms of the Notes was $85,000.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Stockholders' equity (deficit):
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	250,000	250,000
Common stock, issued and outstanding shares	187,000	187,000
Common stock, issued and outstanding shares	187,000	187,000

XML

NOTES PAYABLE (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013
Total principal and accrued interest due under Notes payable	$ 85,000
Note 1 [Member]
Issuance of Promissory Note	12,500
Accrued interest per annum	7.00%
Note 2 [Member]
Issuance of Promissory Note	15,000
Accrued interest per annum	7.00%
Note 3 [Member]
Issuance of Promissory Note	10,000
Accrued interest per annum	7.00%
Note 4 [Member]
Issuance of Promissory Note	10,000
Accrued interest per annum	7.00%
Note 5 [Member]
Issuance of Promissory Note	10,000
Accrued interest per annum	7.00%
Note 6 [Member]
Issuance of Promissory Note	10,000
Accrued interest per annum	7.00%
Note 7 [Member]
Issuance of Promissory Note	$ 10,000
Accrued interest per annum	7.00%

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (4)	$ (23)	$ (15)
Current liabilities		2	(1)
Net cash used in operating activities		(21)	(16)
Cash provided by financing activities
Proceeds from shareholder loans		30	20
Net cash provided by financing activities		30	20
Net increase in cash and cash equivalents		9	4
Cash and cash equivalents at beginning of the period		2	1
Cash and cash equivalents at end of the period	$ 11	$ 11	$ 5

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
ASSETS
Cash	$ 11	$ 2
Total current assets and total assets	11	2
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Notes payable	78	48
Accounts payable and accrued liabilities	10	8
Total current liabilities and total liabilities	88	56
Stockholders' equity (deficit):
Common stock, par value $0.01 per share; 250,000 shares authorized; 187,000 issued and outstanding	1	1
Additional paid-in capital	554	554
Accumulated deficit	(632)	(609)
Total stockholders' equity (deficit)	(77)	(54)
Total liabilities and stockholders' equity (deficit)	$ 11	$ 2

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BACKGROUND AND ORGANIZATION (Details Textuals)	9 Months Ended
	Sep. 30, 2013
Background And Organization Details Textuals
Joint Plan of Reorganization Date	Jun. 28, 2007

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SUBSEQUENT EVENTS (Details Textuals) (USD $) (USD $)	9 Months Ended
	Sep. 30, 2013
Subsequent Events Details Textuals Usd
Repayment to note holders	$ 10,000

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BASIS OF PRESENTATION SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Note 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 are limited to sustaining the public shell.

Accounting Estimates

In preparing the condensed 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 condensed consolidated 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America of America (“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, 2013 are not necessarily indicative of the results that may be expected for future periods or for the fiscal year.  The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date, but does not included all of the information and footnotes required by GAAP for complete financial statements.

You should read these condensed consolidated financial statements together with the historical consolidated financial statements for the Company for the years ended December 31, 2012 and 2011, included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2013 (the “Annual Report”).

Going Concern

The accompanying condensed consolidated 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 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 is unable to obtain additional equity or debt financing.

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Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2013	Nov. 04, 2013
Document And Entity Information
Entity Registrant Name	Azzurra Holding Corp
Entity Central Index Key	0000935493
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 1,870
Entity Common Stock, Shares Outstanding		187,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013