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, 2010  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:  000-54109  AZAZ CAPITAL
CORP. (Exact name of
registrant as specified in its charter)  Nevada
    27-2754169(State or other
      jurisdiction
    (I.R.S.
      Employerof incorporation or
      organization)
    Identification
      No.)
  300 Center Ave.
Ste. 202 Bay City, MI 48708 (Address
of Principal Executive Offices)(Zip Code)  (989)
391-5173 (Registrants
telephone number, including area code)  ABC Acquisition
Corp 1505 (Former name or
former address, if changed since last report)  Securities registered pursuant to Section 12(b) of
the Act: None  Securities registered under Section 12(g) of the
Exchange Act: Common Stock,
$0.0001 par value per share  (Title of
Class)  Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes ̈Nox  Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes ̈Nox  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.


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YesxNo ̈  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ̈No ̈  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer ̈
     Accelerated filer ̈Non-accelerated filer ̈(Do not check if smaller reporting company)
     Smaller reporting companyx
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ̈Nox   As of April 8, 2011, the registrant had 205,941,175shares of Common Stock, $0.0001 par value, issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of April 8, 2011.   NO DOCUMENTS INCORPORATED BY REFERENCE


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AZAZ CAPITAL
CORP.  2010 FORM 10-K
ANNUAL REPORT  TABLE OF
CONTENTS  PART I
    
    1ITEM 1.
    Business
    2ITEM 1A.
    Risk Factors
    3ITEM 1B.
    Unresolved Staff Comments
    3ITEM 2.
    Properties
    3ITEM 3.
    Legal Proceedings
    3ITEM 4.
    Removed and Reserved
    3PART II
    
    4ITEM 5.
    Market for Registrants Common Equity,
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities
    4ITEM 6.
    Selected Financial Data
    5ITEM 7.
    Managements Discussion and Analysis of
      Financial Condition and Results of Operations
    5ITEM 7A.
    Quantitative and Qualitative Disclosures
      about Market Risk
    7ITEM 8.
    Financial Statements and Supplementary
      Data
    7ITEM 9.
    Changes in and Disagreements with Accountants
      on Accounting and Financial Disclosure
    7ITEM 9A.
    Controls and Procedures
    7ITEM 9B.
    Other Information
    7PART III
    
    8ITEM 10.
    Directors, Executive Officers and Corporate
      Governance
    8ITEM 11.
    Executive Compensation
    12ITEM 12.
    Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters
    12ITEM 13.
    Certain Relationships and Related
      Transactions, and Director Independence
    13ITEM 14.
    Principal Accounting Fees and
      Services
    14PART IV
    
    14ITEM 15.
    Exhibits, Financial Statement
      Schedules
    14


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PART
I  CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  This 2010 Annual
Report on Form 10-K, including the sections entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations and Business,
contains forward-looking statements that include information relating to
future events, future financial performance, strategies, expectations,
competitive environment, regulation and availability of
resources.  These forward-looking statements include, without
limitation, statements regarding: proposed new products or services; our
statements concerning litigation or other matters; statements concerning
projections, predictions, expectations, estimates or forecasts for our business,
financial and operating results and future economic performance; statements of
managements goals and objectives; trends affecting our financial condition,
results of operations or future prospects; our financing plans or growth
strategies; and other similar expressions concerning matters that are not
historical facts.  Words such as may, will, should, could,
would, predicts, potential, continue, expects, anticipates,
future, intends, plans, believes and estimates, and similar
expressions, as well as statements in future tense, identify forward-looking
statements.  Forward-looking
statements should not be read as a guarantee of future performance or results,
and will not necessarily be accurate indications of the times at, or by which,
that performance or those results will be achieved. Forward-looking statements
are based on information available at the time they are made and/or managements
good faith belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to
differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause these differences include, but
are not limited to:  ·
    our inability to
      raise additional funds to support operations and capital
      expenditures;
  ·
    our inability to
      achieve greater and broader market acceptance of our products and services
      in existing and new market segments;
  ·
    our inability to
      successfully compete against existing and future
  competitors;
  ·
    our inability to
      manage and maintain the growth of our
business;
  ·
    our inability to
      protect our intellectual property rights;
and
  ·
    other factors
      discussed under the headings Managements Discussion and Analysis of
      Financial Condition and Results of Operations and
    Business.
  Forward-looking
statements speak only as of the date they are made. You should not put undue
reliance on any forward-looking statements. We assume no obligation to update
forward-looking statements to reflect actual results, changes in assumptions or
changes in other factors affecting forward-looking information, except to the
extent required by applicable securities laws.  If we do update one or
more forward-looking statements, no inference should be drawn that we will make
additional updates with respect to those or other forward-looking
statements.


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ITEM 1.
    BUSINESS
  With respect to
this discussion, the terms we us our and the Company refer to Azaz
Capital Corp.  (a)
    Corporate History and
      Background.
 We were
incorporated in the State of Nevada on June 1, 2010.Prior to the acquisition transaction described below in this Item 1, our
business purpose was to seek the acquisition of or merger with, an existing
private company.  Accordingly,we were engaged in organizational
efforts in order to put us in a position where we could seek to target and
eventually acquire an existing private company. On January 21,
2011, we entered into and closed a share exchange agreement (the Share Exchange
Agreement) with Azaz Capital Corp., a corporation organized pursuant to the
federal laws of Canada (Azaz), and  its shareholders, pursuant to which
we acquired 100% of the issued and outstanding shares of common stock of Azaz in
exchange for the issuance of 150,000,000 shares of our common stock, par value
$0.0001, which, immediately after the consummation of the transactions
contemplated by the Share Exchange Agreement, constitutes 98% of our issued and
outstanding capital stock. As a
result of the transactions effected by the Share Exchange Agreement, (i) Azaz
became a wholly-owned subsidiary of ours (ii) the business of Azaz became our
sole business, and (iii)there was a change of control whereby the former
shareholders of Azaz now own a controlling 98% ownership interest in the
Company.  Azaz was
incorporated in Canada on November 15, 2007 under the name CGrowth Capital Corp.
CGrowth Capital Corp. was renamed Azaz Capital Corp. on September 21,
2010.  Azaz is a development stage company whose principal line of business
is in the securities investment and financial consulting sectors.  More
specifically, Azaz is a financial consulting and investment banking company that
engages in the trading of public company shares and the foreign exchange
currency markets and also assists small private and public companies with their
operational and financing needs.  Please note
that, except as otherwise indicated,the information hereinafter provided in this Form
10-Krelates to the combined enterprises of Azaz and the
Company.  (b)Business of Issuer.  Business
Overview As
we are a development stage company,we have commenced only limited
operations and have earned limited revenues.  Going forward, we intend to
devote substantially all of our efforts on establishing our business plan and
continuing to grow our operations in the securities investment and financial
consulting sectors.We do not have sufficient capital to
operate our business and will require additional funding to sustain operations
through December 2011.  There is no assurance that we will be able to
achieve revenues sufficient to become profitable. Employees  We presently
have no employees apart from our officers and directors, Mr. Alex Zukovs, Mr.
Nitin Amersey, Mr. Raymond DeBleu, Ms. Evgenia McLean, and Mr. Robert Weber. We
expect no significant changes in the number of our employees in the next twelve
(12) months.  Competition  The securities
investment and financial consulting sectors in which we are engaged is intensely
competitive and we will face the same challenges as other start-up and
established companies within this sector.Virtually all of
competitors have substantially greater financial, personnel, development,
marketing and other resources than those possessed by the Company, which places
us at a definite competitive disadvantage. Our main competitors will have
substantially larger investment portfolios and also greater investment
diversification in most cases.
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We also must
compete with numerous small companies such as ours. We also expect to encounter
additional competitors emerging from time to time. We plan to compete primarily
through strategic investments. There is no
assurance we will be able to compete successfully against current or future
competitors or that the competitive pressures expected to be faced by us will
not harm our business materially.  Government
Regulation and Standards We are not
specifically aware at this time of any existing or probable government
regulations that might affect the operation of our business. Environmental
Laws We have not
incurred and do not anticipate incurring any expenses associated with
environmental laws.  Reports to
Security Holders  We will be a
reporting company and will comply with the requirements of the Exchange
Act.  We will file quarterly and annual reports and other information with
the SEC, and we will send a copy of our annual report together with audited
consolidated financial statements to each of our shareholders.  The public may
read and copy any materials the Company files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, which can be found at
http://www.sec.gov.  ITEM 1A.
    RISK
FACTORS
  An investment in
our Company is highly speculative in nature and involves an extremely high
degree of risk. We are a
developmentstage company with a limited operating history and
may never be able to effectuate our business plan or achieve sufficient revenues
or profitability; at this stage of our business, even with our good faith
efforts, potential investorshave a high probability of losing their entire
investment. We are subject
to all of the risks inherent in a development stage company.  In
particular, potential investors should be aware that we have not proven that we
can: 
    raise sufficient
      capital in the public and/or private markets;
    have access to a line
      of credit in the institutional lending marketplace for the expansion of
      our business;
    respond effectively
      to competitive pressures; or
    recruit and build a
      management team to accomplish our business
plan.
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Accordingly, our
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered in establishing a new business, and our Company is a
highly speculative venture involving significant financial risk. We have a
limited track record that would provide a basis for assessing our ability to
conduct successful business activities. We may not be successful in carrying out
our business objectives. The revenue and
income potential of our proposed business and operations are unproven as a
limited operating history makes it difficult to evaluate the future prospects of
our business. There is limited information at this time on which to base an
assumption that our business operations will prove to be successful or that we
will ever be able to operate profitably.  Accordingly, we have a limited
track record of successful business activities, strategic decision making by
management, fund-raising ability, and other factors that would allow an investor
to assess the likelihood that we will be successful in marketing our services.
As such, there is a substantial risk that we will not be successful in
generating sufficient operating revenues or in achieving profitable operations,
irrespective of competition. The loss of
Nitin Amersey, the Companys sole officer, or our inability to recruit a
suitable replacement may harm our business. We will be
highly dependent on Mr. Nitin Amersey for the management and operation of the
Company. We do not maintain key man life insurance on Mr. Amersey. The loss of
his services would have a material adverse effect on proposed business and
operations. Competition for senior management, marketing and technical personnel
in our industry and the pool of suitable candidates is limited. We may be unable
to locate a suitable replacement for Mr. Amersey. In addition, if Mr. Amersey
joins a competitor or forms a competing company, they may compete with us for
business partners and other key professionals and staff members of our company.
We compete for qualified personnel with other companies who are similar in
nature to ours.  Intense competition for these personnel could cause our
compensation cost to increase significantly, which could have a material adverse
effect on our results of operations. Our future success and ability to grow our
business will depend in part on the continued service of Mr. Amersey and our
ability to identify, hire and retain additional qualified personnel. If we are
unable to attract and retain qualified employees, we may be unable to meet our
business and financial goals. If we are unable
to hire and retain key personnel, we may not be able to implement our business
plan.  Due to the
specified nature of our business, having certain key personnel is essential to
the development of our business plan and thus to the entire business itself.
Consequently, the loss of any of those individuals may have a substantial effect
on our future success or failure. We may have to recruit qualified personnel
with competitive compensation packages, equity participation, and other benefits
that may affect the working capital available for our operations. Management may
have to seek to obtain outside independent professionals to assist them in
assessing the merits and risks of any business proposals as well as assisting in
the development and operation of many company projects. Our failure to attract
additional qualified employees or to retain the services of key personnel could
have a material adverse effect on our operating results and financial
condition. If we are unable to obtain additional
funding, our business operations will be harmed. We will require
additional funds to operate our business and address all necessary
infrastructure concerns. We anticipate that we will require a minimum of
$125,000 to fund our continued operations for the next twelve months. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. If we are
unable to obtain necessary financing, we will likely be required to curtail our
development plans which could cause the Company to becomedormant. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.
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There is substantial doubt about our ability to
continue as a going concern. In their audit
report with regard to our financial statements as of December 31, 2010 and for
the period from inception through December 31, 2010, our independent registered
public accountants have expressed an opinion that substantial doubt exists as to
whether we can continue as a going concern. Because we have limited cash
resources and our sole officer may be unwilling or unable to loan or advance any
additional funds to us, we believe that if we do not raise additional capital
within the next 12 months in addition to the net proceeds from this offering, we
may be required to suspend or cease the implementation of our business plan. As
such we may have to cease operations and you could lose your entire investment.
Accordingly, we may find it difficult or impossible to attract investors.  Adverse capital
and credit market conditions may significantly affect our ability to meet
liquidity needs, access to capital and cost of capital.  The capital and
credit markets have been experiencing extreme volatility and disruption for more
than twelve months. We have historically relied on credit to fund our business
and we need liquidity to pay our operating expenses. Without sufficient
liquidity, we will be forced to curtail our operations, and our business will
suffer. Disruptions, uncertainty or volatility in the capital and credit markets
may also limit our access to capital required to operate our business. Such
market conditions may limit our ability to replace, in a timely manner, maturing
liabilities and access the capital necessary to operate and grow our business.
As such, we may be forced to delay raising capital or bear an unattractive cost
of capital which could decrease our profitability and significantly reduce our
financial flexibility. Our results of operations, financial condition, cash
flows and capital position could be materially adversely affected by disruptions
in the financial markets.   Our business and
earnings could be negatively affected by adverse business and economic
conditions.  Our business and
earnings could be affected by general business and economic conditions in the
U.S. and abroad.  General business and economic conditions that could
affect us include the level and volatility of short-term and long-term interest
rates, fluctuations in both debt and equity capital markets, liquidity of the
global financial markets, the availability and cost of credit, investor
confidence, and the strength of the U.S. economy and the other economies in
which we operate. The deterioration of any of these conditions could adversely
affect the value of our assets, as well as our results of operations.  Economic
conditions in the U.S. and abroad deteriorated significantly in 2008 and to a
lesser extent in 2009 and 2010.  While there are early indications that
these conditions are stabilizing, we do not expect them to significantly improve
in the near future.  A protracted continuation or worsening of these
difficult business or economic conditions would likely exacerbate the adverse
effects on us.  Changes in financial or capital market conditions
could cause our earnings and the value of our assets to
decline.  Market risk generally represents the risk that
values of assets and liabilities or revenues will be adversely affected by
changes in market conditions. As a result, we are directly and indirectly
affected by changes in market conditions. For example, changes in interest rates
could adversely affect our principal transaction revenues and net interest
profit (which we view together as our trading revenues), which could in turn
affect our net earnings. Market risk is inherent in the financial instruments
associated with our operations and activities including securities, derivatives,
loans, deposits, short-term borrowings and long-term debt. Just a few of the
market conditions that may shift from time to time, thereby exposing us to
market risk, include fluctuations in interest and currency exchange rates,
equity and futures prices, changes in the implied volatility of interest rates,
foreign exchange rates, credit spreads and price deterioration or changesin
value due to changes in market perception or actual credit quality of either the
issuer or its country of origin. Accordingly, depending on the instruments or
activities impacted, market risks can have wide ranging, complex adverse effects
on our results from operations and our overall financial condition. In addition,
we also may incur significant unrealized gains or losses as a result of changes
in our credit spreads or those of third parties, which may affect the fair value
of derivative instruments and debt securities that we hold or issue.
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Because new
legislation, including the Sarbanes-Oxley Act of 2002, increases the cost of
compliance with federal securities regulations as well as the risks of liability
to officers and directors, we may find it more difficult for us to retain or
attract officers and directors.  The
Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding
corporate accountability in connection with recent accounting scandals. The
stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility,
to provide for enhanced penalties for accounting and auditing improprieties at
publicly traded companies, and to protect investors by improving the accuracy
and reliability of corporate disclosures pursuant to the securities laws. The
Sarbanes-Oxley Act generally applies to all companies that file or are required
to file periodic reports with the SEC, under the Securities Exchange Act of
1934.  Upon becoming a public company, we will be required to comply with
the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal
securities regulations.  Additionally, we may be unable to attract and
retain qualified officers, directors and members of board committees required to
provide for our effective management as a result of Sarbanes-Oxley Act of 2002.
The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of
rules and regulations by the SEC that increase responsibilities and liabilities
of directors and executive officers. The perceived increased personal risk
associated with these recent changes may make it more costly or deter qualified
individuals from accepting these roles.  Significant costs incurred as a
result of becoming a public company could divert the use of finances from our
operations resulting in our inability to achieve profitability. There is
currently no trading market for our common stock, which will limit the ability
of our stockholders to liquidate their investment. Outstanding
shares of our common stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act of 1933, as amended (the Securities
Act) and any other applicable federal or state securities laws or regulations.
These restrictions will limit the ability of our stockholders to liquidate their
investment. We may, in the
future, issue additional common shares, which would reduce investors percent of
ownership and may dilute our share value. Our Articles of
Incorporation authorize the issuance of 400,000,000 shares of common stock. The
future issuance of common stock may result in substantial dilution in the
percentage of our common stock held by our then existing shareholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common stock. The issuance of
preferred stock could adversely affect the voting power or other rights of the
holders of our common stock. Our Articles of
Incorporation authorizes the issuance of up to 100,000,000 shares of preferred
stock with designations, rights and preferences determined from time to time by
our directors. Accordingly, our directors are empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting, or other rights which could adversely affect the voting power or other
rights of the holders of the common stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
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Our common shares may be subject to the
Penny Stock Rules of the SEC and the trading market in our securities is
limited, which makes transactions in our stock cumbersome and may reduce the
value of an investment in our stock. The Securities
and Exchange Commission has adopted Rule 15g-9 which establishes the definition
of a penny stock, for the purposes relevant to us, as any equity security that
has a market price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:  that a broker or
      dealer approve a persons account for transactions in penny stocks;
      and the broker or
      dealer receive from the investor a written agreement to the transaction,
      setting forth the identity and quantity of the penny stock to be
      purchased.In order to approve a
      persons account for transactions in penny stocks, the broker or dealer
      must: obtain financial
      information and investment experience objectives of the person;
      and make a reasonable
      determination that the transactions in penny stocks are suitable for that
      person and the person has sufficient knowledge and experience in financial
      matters to be capable of evaluating the risks of transactions in penny
      stocks.The broker or dealer
      must also deliver, prior to any transaction in a penny stock, a disclosure
      schedule prescribed by the Commission relating to the penny stock market,
      which, in highlight form: sets forth the
      basis on which the broker or dealer made the suitability determination;
      and that the broker or
      dealer received a signed, written agreement from the investor prior to the
      transaction.
 Generally,
brokers may be less willing to execute transactions in securities subject to the
penny stock rules. This may make it more difficult for investors to dispose of
our common shares and cause a decline in the market value of our
stock. Disclosure also
has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.  Because we do
not presently intend to pay any cash dividends on our common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them. For the
indefinite future, we intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.
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You should consider the United States federal income tax consequences of owning our securities. There are risks associated with the United States federal income tax consequences of owning our common stock. Because the tax consequences of owning our common stock are complex and certain tax consequences may differ depending on the holder's particular tax circumstances, each potential investor should consult with and rely on its own tax advisor about the tax consequences. In addition, there can be no assurance that the United States federal income tax treatment currently applicable to owning our common stock will not be modified by legislative, administrative, or judicial action that may have a retroactive effect. No representation or warranty of any kind is made with respect to the acceptance by the Internal Revenue Service or any court of law regarding the treatment of any item of income, deduction, gain, loss or credit by an investor on its tax return  ITEM 1B.  UNRESOLVED STAFF COMMENTS  None.  ITEM 2.  PROPERTIES  We neither rent nor own any properties. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.  ITEM 3.  LEGAL PROCEEDINGS There are no legal proceedings that have occurred within the past year concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities law violations. ITEM 4.  REMOVED AND RESERVED  PART II  ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Market Information Our common stock is not trading on any stock exchange. The Company is not aware of any market activity in its stock since its inception and through the date of this filing.  Security Holders As of April 8, 2011, there were 57 record holders of 205,941,175shares of our common stock. Dividends Dividends, if any, will be contingent upon our revenues and earnings, capital requirements and financial conditions.  The payment of dividends, if any, will be within the sole discretion of our Board of Directors.  We presently intend to retain all earnings, if any, for use in our business operations.  Securities authorized for issuance under equity compensation plans  We have never and have no current plans to issue securities under any equity compensation plans.
 7


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Common Stock  The authorized capital stock of our Company consists of 400,000,000 shares of Common Stock, par value $0.0001 per share, of which there are 204,900,000 issued and outstanding.  All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. Our stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available. In the event of liquidation, the holders of our Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. Our stockholders do not have cumulative or preemptive rights.  Preferred Stock  Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of Preferred Stock, par value $0.0001 per share, with designations, rights and preferences including rights to dividend, liquidation, conversion, voting, or other rights determined from time to time by our Board of Directors, without shareholder approval.  Up to this point in time, we have not designated or issued any shares of Preferred Stock.    Recent Sales of Unregistered Securities  On February 28, 2011, the Company issued 8,700,000 shares of common stock to 1581358 Ontario Inc. (1581358) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,350.00, owed by Azaz to 1581358.  On February 28, 2011, the Company issued 9,156,000 shares of common stock to Robert Isles (Isles) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,578.00, owed by Azaz to Isles.  On February 28, 2011, the Company issued 7,400,000 shares of common stock to Roy Choi (Choi) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,700.00, owed by Azaz to Choi.  On February 28, 2011, the Company issued 9,944,000 shares of common stock to FIX-I.T. (FIX) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,972.00, owed by Azaz to FIX.  On February 28, 2011, the Company issued 6,600,000 shares of common stock to Lean Edge Consulting Services (Lean Edge) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,300.00, owed by Azaz to Lean Edge.  On February 28, 2011, the Company issued 9,700,000 shares of common stock to John Solmes (Solmes) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,850.00, owed by Azaz to Solmes.  The Company issued these shares of common stock under the exemption from registration provided by Section 4(2) of the Securities Act.  No securities have been issued for services. The Company has not nor has any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.
 8


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For all securities issued above, a legend was placed on the stock certificate stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom, but may not be sold pursuant to the exemptions provided by Section 4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance with the letter from Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities and Exchange Commissions Division of Corporation Finance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000. ITEM 6.  SELECTED FINANCIAL DATA  As a smaller reporting company, we are not required to provide the information required by this item.  ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (a)Liquidity and Capital Resources.  We are a development stage company focused on developing our business in the securities investment and financial consulting sectors.  Our principal business objective for the next twelve (12) months will be to continue to develop our business plan in the securities investment and financial consulting sectors. Aswe have commenced only limited operations, we have earned limited revenues. As of April 8, 2011, we had cash on hand of $93,863.54 and current liabilities of $43,341.00.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2011.  There is no assurance that we will be able to achieve revenues sufficient to become profitable. We anticipate that we will require a minimum of $125,000 to fund our continued operations for the next twelve months.Of the $125,000, we anticipate that we will spend $50,000 on legal fees, $20,000 on auditor fees, $10,000 on transfer agent fees, $18,000 for the use of an office, $15,000 on outside consultants and $12,000 for general office use. We have incurred losses since inception and our ability to continue as a going‐concern depends upon our ability to develop profitable operations and to continue to raise adequate financing.  We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing. There can be no assurance that the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.  (b)Results of operations. As we have not commenced material operations at this time, we do not have any results of operation to report. (c)Off-balance sheet arrangements.  We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. (d)Inflation.  We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.
 9


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(e)Quantitative and Qualitative disclosures About Market Risk. We do not have any market risk sensitive instruments at this moment. ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  As a smaller reporting company, we are not required to provide the information required by this item.  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 10


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Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of
ABC Acquisition Corp 1505 We have audited the accompanying balance sheet of ABC Acquisition Corp 1505 as of December 31, 2010, and the related statements of operations, changes in stockholders deficit, and cash flows for the period from date of inception (June 1, 2010) through December 31, 2010.ABC Acquisition Corp 1505s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ABC Acquisition Corp 1505 as of December 31, 2010, and the results of its operations and its cash flows for period from date of (June 1, 2010) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Companys significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ DNTW Chartered Accountants, LLP DNTW Chartered Accountants, LLP
Markham, Ontario, Canada 
March 31, 2011
 11


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ABC ACQUISITION CORP
      1505(A Development Stage
      Company)BALANCE
      SHEETDecember 31,
      2010ASSETSCurrent Assets:Cash
    $
    321Total Current Assets
    
    321TOTAL ASSETS
    $
    321LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent Liabilities:Accounts payable
    
    
    $
    11,314Total Current Liabilities
    
    11,314Other Current Liabilities:Due to shareholder/officer
    
    2,225Total Other Current Liabilities
    
    2,225Total Liabilities
    
    13,539Stockholders' Deficit:Preferred Stock par value $0.0001;
      100,000,000 shares authorized;authorized; none issued and
      outstanding
    
    -Common Stock par value $0.0001; 400,000,000
      shares authorized;
    
    3403,400,000 issued and
outstandingAdditional Paid-In-Capital
    
    29,970Deficit accumulated during the development
      stage
    
    (43,528)Total Stockholders' Deficit
    
    (13,218)TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIT
    $
    321The accompanying notes are an integral part
      of these financial statements.
 12


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ABC ACQUISITION CORP
      1505(A Development Stage
      Company)STATEMENT OF
      OPERATIONSFROM JUNE 1, 2010
      (INCEPTION) TO DECEMBER 31, 2010Operating Expenses:General and administrative
    $
    (43,528)Total Operating Expenses
    
    (43,528)Loss Before Income Taxes
    
    43,528Income Tax Provision
    
    -Net Loss
    $
    43,528Earnings (Loss) Per Share:Basic and Diluted
    $
    (0.01)Weighted Average Shares
      Outstanding:
    
    3,350,000Basic and DilutedThe accompanying notes are an integral part
      of these financial statements.
 13


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ABC ACQUISITION CORP
      1505(A Development Stage
      Company)CONDENSED STATEMENT
      OF CASH FLOWSFROM JUNE 1, 2010
      (INCEPTION) TO December 31, 2010CASH FLOWS FROM OPERATING
      ACTIVITIESNet Loss
    
    $
    (43,528)Adjustments to reconcile net loss to net
      cashused in operating activities:Accounts payable
    
    11,314Net Cash Used In Operating
      Activities
    
    (32,214)CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds from
    shareholder/officer
    
    2,225Proceeds from sale of common
    stock
    
    30,310Net Cash Provided by Financing
      Activities
    
    32,535NET INCREASE IN CASH AND CASH
      EQUIVALENTS
    
    321CASH AND CASH EQUIVALENTS:Beginning of the Period
    
    -End of the Period
    $
    321The accompanying notes are an integral part
      of these financial statements.
  14


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ABC ACQUISITION CORP
      1505(A Development Stage
      Company)STATEMENT OF
      CHANGES IN STOCKHOLDERS' DEFICITFROM JUNE 1, 2010
      (INCEPTION) TO DECEMBER 31, 2010DeficitAccumulatedDuring
    theCommon
      Stock
    
    Additional
      Paid-In
    
    DevelopmentShares
    
    Value
    
    Capital
    
    Stage
    
    TotalBalance, June 1, 2010
    
    -
    $
    -
    
    -
    $
    -
    $
    -Issuance of Stock at $0.0001, June 1,
      2010
    
    3,100,000
    
    310
    
    -
    
    -
    
    310Issuance of Stock at $0.10, July 1,
      2010
    
    300,000
    
    30
    $
    29,970
    
    
    
    30,000Net Loss
    
    -
    
    -
    
    -
    
    (43,528)
    
    (43,528)Balance, December 31, 2010
    
    3,400,000
    $
    340
    $
    29,970
    $
    (43,528)
    $
    (13,218)The accompanying notes are an integral part
      of these financial statements.
  15


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ABC ACQUISITION CORP
1505 (A Development Stage
Company)  NOTES TO FINANCIAL
STATEMENTS  NOTE 1 - NATURE OF
BUSINESS  ABC Acquisition Corp 1505 (the Company) was
incorporated on June 1, 2010 in the State of Nevada.  The Company intends
to serve as a vehicle to effect an asset acquisition, merger, exchange of
capital stock or other business combination with a domestic or foreign
business.  At December 31, 2010, the Company has not yet
commenced any operations.  All activity from June 1, 2010 (Date of
Inception) through December 31, 2010 relates to the Companys formation and the
pending registration statement.  Going Concern  As reflected in the accompanying financial
statements, the Company is in the development stage with limited
operations.  The Company had a net loss of $43,528 from inception and has a
working capital and stockholders deficiency of $43,528 at December 31,
2010.  This raises substantial doubt about its ability to continue as a
going concern.  The ability of the Company to continue as a going concern
is dependent on the Companys ability to obtain funding from its principal
stockholder and implement its business plan.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES  This summary of significant accounting policies is
presented to assist in understanding the Companys financial statements. 
These accounting policies conform to accounting principles, generally accepted
in the United States of America, and have been consistently applied in the
preparation of the financial statements.  Development Stage Company The Company is a development stage company as
defined by ASC 915-10-05, Development Stage Entity.  The Company is still
devoting substantially all of its efforts on establishing the business and its
planned principal operations have not commenced.  All losses accumulated,
since inception, have been considered as part of the Companys development stage
activities.  Use of Estimates The preparation of financial statements, in
conformity with generally accepted accounting principles in the United States of
America, requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from these estimates.  Fiscal Year End The Company has a fiscal year ending on December
31.  Cash Equivalents The Company considers all highly liquid investments
with maturities of three months or less at the time of purchase to be cash
equivalents.  Fair Value of Financial Instruments The carrying amounts reported in the balance sheet
for cash, accounts payable and accrued expenses approximate fair value
based on the short-term maturity of these instruments.  Income Taxes
 16


---



The Company uses the asset and liability method of
accounting for income taxes in accordance with ASC 740-10, Accounting for
Income Taxes. Under this method, income tax expense is recognized for the
amount of: (i) taxes payable or refundable for the current year; and,
(ii) deferred tax consequences of temporary differences resulting from
matters that have been recognized in an entitys financial statements or tax
returns. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. A valuation allowance
is provided to reduce the deferred tax assets reported if, based on the weight
of available positive and negative evidence, it is more likely than not that
some portion or all of the deferred tax assets will not be realized.  ASC 740-10 prescribes a recognition threshold and
measurement attribute for the financial statement recognition of a tax position
taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit
from an uncertain tax position taken or expected to be taken may be recognized
only if it is more likely than not that the position is sustainable upon
examination, based on its technical merits. The tax benefit of a qualifying
position under ASC 740-10 would equal the largest amount of tax benefit that is
greater than 50% likely of being realized upon ultimate settlement with a taxing
authority having full knowledge of all the relevant information. A liability
(including interest and penalties, if applicable) is established to the extent a
current benefit has been recognized on a tax return for matters that are
considered contingent upon the outcome of an uncertain tax position. Related
interest and penalties, if any, are included as components of income tax expense
and income taxes payable.  Earnings (Loss) per Share Basic earnings (loss) per share is computed by
dividing net income, or loss, by the weighted average number of shares of common
stock outstanding for the period.  Diluted earnings (loss) per share is
computed by dividing net income, or loss, by the weighted average number of
shares of both common and preferred stock outstanding for the period.  New Accounting Standards Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would
have a material affect on the accompanying financial statements.  NOTE 3 - STOCKHOLDERS EQUITY  On June 4, 2010, the Company
issued 3,100,000 shares of common stock at par value of $0.0001 to the founder
of the corporation, for a total consideration of $310.  On July 1, 2010, the Company issues 300,000 shares
of common stock at par value of $0.0001 to investors of the Company for a total
consideration of $30,000.  NOTE 4 INCOME TAX  At December 31, 2010, deferred tax assets
      consist of:
    
    0Net operating loss carry
forward
    $Start-up costs capitalized for tax
      purposes
    
    43,528Gross deferred tax assets
    
    43,528Valuation allowance
    
    (43,528)Net deferred tax assets
    $
    -
  Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible
temporary differences and net operating loss carry forwards are expected to be
available to reduce taxable income. As the achievement of required future
taxable income is uncertain, the Company recorded a full valuation allowance.
The Companys valuation allowance increased by $43,528 during 2010.
 17


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The difference between the statutory tax rate of
15% and the effective tax rate of 0% is due to the valuation allowance for
deferred income tax assets.  NOTE 5 SUBSEQUENT EVENTS  On January 21, 2011, we entered into and closed a
share exchange agreement with Azaz Capital Corp. in which we acquired 100% of
the issued and outstanding shares of common stock of Azaz in exchange for the
issuance of 150,000,000 shares or our common stock, par value
$0.0001.  As a result of this transaction, Azaz became a
wholly-owned subsidiary of ours.  On February 28, 2011, the Company issued 8,700,000
shares of common stock to 1581358 Ontario Inc. (1581358) in consideration for
the complete payment and settlement of indebtedness, in an amount equal to
$4,350.00, owed by Azaz to 1581358.  On February 28, 2011, the Company issued 9,156,000
shares of common stock to Robert Isles (Isles) in consideration for the
complete payment and settlement of indebtedness, in an amount equal to
$4,578.00, owed by Azaz to Isles.  On February 28, 2011, the Company issued 7,400,000
shares of common stock to Roy Choi (Choi) in consideration for the complete
payment and settlement of indebtedness, in an amount equal to $3,700.00, owed by
Azaz to Choi.  On February 28, 2011, the Company issued 9,944,000
shares of common stock to FIX-I.T. (FIX) in consideration for the complete
payment and settlement of indebtedness, in an amount equal to $4,972.00, owed by
Azaz to FIX.  On February 28, 2011, the Company issued 6,600,000
shares of common stock to Lean Edge Consulting Services (Lean Edge) in
consideration for the complete payment and settlement of indebtedness, in an
amount equal to $3,300.00, owed by Azaz to Lean Edge.  On February 28, 2011, the Company issued 9,700,000
shares of common stock to John Solmes (Solmes) in consideration for the
complete payment and settlement of indebtedness, in an amount equal to
$4,850.00, owed by Azaz to Solmes.  The Company issued these shares of common stock
under the exemption from registration provided by Section 4(2) of the Securities
Act.  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  At
this time, we do not have any changes in and disagreements with accountants and
financial disclosure to report.  ITEM 9A. 
CONTROLS AND PROCEDURES  (a)   Evaluation of disclosure controls
and procedures.  We maintain
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
that are designed to assure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and
forms, and that such information is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow
 18


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timely decisions regarding required disclosures.  As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date. (b)   Changes in internal control over financial reporting. There was no change in our internal control over financial reporting during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B.  OTHER INFORMATION  None. PART III  ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS  Our current executive officers and directors and their ages are as follows:  NameAgePosition

Nitin Amersey                          58                      CEO, President, CFO, Secretary, Director
Alex Zukovs                             55                      Director
Raymond DeBleu                   63                        Director
Evgenia McLean                    53                        Director
Robert Weber                         82                        Director
  Set forth below is information relating to the business experience of each of our directors and executive officers.  Nitin M. Amersey.  Nitin M. Amersey, age 58, has over thirty-six years of experience in international trade, marketing and corporate management. Since July 2009, Mr. Amersey has served as the managing member for Amersey Investments, LLC, a full-service management and consulting firm that assists small to medium-sized private companies wishing to go public. As the managing member of Amersey Investments, LLC, Mr. Amersey manages the company, and in a consultant role, advises a number of private companies in their efforts in becoming publicly traded.   Since October 2009, Mr. Amersey has served as CFO, Secretary, Treasurer, and Director of Trim Holding Group, a public company engaged in selling products in the Health Care sector.  Mr. Amersey, in his role as CFO, Secretary, Treasurer and Director, is responsible for managing the financial risks of the company and developing and implementing the business plan. Mr. Amersey was elected as a director of Environmental Solutions Worldwide and has served as a member of the board since January 2003.  Mr. Amersey was appointed interim Chairman of the Board in May 2004 and subsequently was appointed Chairman of the Board in December 2004 and served as Chairman of Environmental Solutions Worldwides Board through January 2010.  Environmental Solutions Worldwide manufactures and markets a diverse line of proprietary catalytic emission conversion, control, and support products and technologies for the International Transportation, Construction, and Utility markets.  In addition to his service as a board member of Environmental Services Worldwide, Mr. Amersey, since 1978, has been Chairman of the Board of Directors of Scothalls Limited, a private trading firm.  19




Since 2001, Mr. Amersey has also served as President and CEO of Circletex Corp., a financial consulting management firm. As the President and CEO of Circletex Corp, Mr. Amersey manages the day to day affairs of the company and assists small to medium sized companies wishing to go public.  Additionally, Mr. Amersey has served as chairman of Midas Touch Global Media Corp., a company engaged in providing investment newsletters, from 2005 to the present.  Since 2007, Mr. Amersey has served as the Chairman of Hudson Engineering Industries Pvt. Ltd., a private distribution company domiciled in India.  Additionally, since April 2010, Mr. Amersey has served as the Chairman of Trueskills Energen Pvt. Ltd., a private wind energy consulting firm domiciled in India. From July 10, 2009 to June 1, 2010, Mr. Amersey was the sole officer and director of Bio-Carbon Systems International Inc. f/k/a ABC Acquisition Corp 1501, a former blank check company, now development stage company, engaged in the carbon trading, carbon sequestration, and greenhouse emission control business.  Bio-Carbon Systems International, Inc. is a reporting company with a class of securities registered pursuant to section 12 of the Exchange Act.  From April 2010 to March 2011, Mr. Amersey was the sole officer and director of ABC Acquisition Corp 1502, a former blank check company now engaged in business in the bio-medical field.  From 2003 to 2006 Mr. Amersey was Chairman of the Board of Directors for RMD Entertainment Group, a public company engaged in the research and development of advanced broadband technology. During the same period, Mr. Amersey served as the Chairman of the Board of Directors for Wide E-Convergence Technology America Corp., a provider of e-learning software. None of the aforementioned companies are parents, subsidiaries, or affiliates of Azaz Capital Corp. Mr. Amersey has a Master of Business Administration Degree from the University of Rochester, Rochester, N.Y. and a Bachelor of Science in Business from Miami University, Oxford, Ohio.  He graduated from Miami University as a member of Phi Beta Kappa and Phi Kappa Phi. Mr. Amersey also holds a Certificate of Director Education from the NACD Corporate Directors Institute. Mr. Amersey is a control person of Bay City Transfer Agency & Registrar, Inc. as Mr. Amersey owns 100% of the issued and outstanding shares of its common stock and is also its sole officer and director.  Moreover, Bay City Transfer Agency & Registrar, Inc. currently rents space from Amersey Investments, LLC, the company which Mr. Amersey is the managing member of. Alex Zukovs. Alex Zukovs, age 55, has over twenty years of experience in financial consulting and corporate management.  Since November, 2007, Mr. Zukovs has served as the President for Azaz Capital Corp., a development stage financial advisory and investment banking company that engages in the trading of public company shares and the foreign exchange currency markets and also assists small private and public companies with their operational and financing needs.  In January, 1975, Mr. Zukovs, joined the Ontario Government as an accounts receivable clerk and worked his way up over the next ten years to Manager, Financial Consulting Services, Financial Services Branch for the Ministry of Education.  In June, 1985, Mr. Zukovs left the Ontario Government to become a self employed financial consultant assisting small private companies with their operational requirements.  In 1987, Mr. Zukovs directed his expertise to Canadian public companies and for the next six years, Mr. Zukovs provided consulting services and held a number of officer and director positions in these companies, at times in multiple companies at the same time.  Mr. Zukovs served as a director and President of Equus Industries Inc., a manufacturer and distributor of thermostatic home heat vents called the Smartvent.  Mr. Zukovs served as a director and President of Eros Entertainment Inc., a film company that, during his tenure, won the 1993 Emmy for Outstanding Childrens Program called Beethoven Lives Upstairs.  Mr. Zukovs served as a director and President of Caratel Inc., an off-site provider of office and communication services.  Mr. Zukovs served as a director and President of Foodquest Inc., a food company that made and delivered pizzas.  Mr. Zukovs served as a director and President of Raider Ventures Inc., an investment and merchant banking company.  Mr. Zukovs served as a director and Vice President Finance of NRT Industries Inc., a design company that designed one of the first

plastic boat
propellers.  Mr. Zukovs served as a director and President of New
Directions Inc., a multi level marketing company that sold shampoos and
conditioners which enhanced hair growth. 20


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In March, 1993,
Mr. Zukovs founded Cazgeld Capital Corp., an investment banking and public
relations company and resigned from his public company officer and director
functions.  Through Cazgeld Capital Corp., Mr. Zukovs` focus turned to the
mining and technology sectors where he consulted to a number of small to medium
size public companies.  Raymond DeBleu.  Raymond Debleu,
age 63, is President of Barrons Financial Group in Toronto, Canada, and is
actively involved in the ownership and management of its affiliated companies
that specialize in healthcare, third party group insurance administration, tax
and estate planning, and outsourcing of IT operations. His latest endeavour,
ibenefitRx.com, is designed to take advantage of the healthcare issues facing
Americans and is indicative of his ability to search out unique business
opportunities in the market.  Mr. DeBleu
commenced his career in the insurance industry with Travelers Canada in 1973,
rising to a senior management position responsible for both group and pension
plan marketing prior to the company being sold. In this position, he managed the
Canada wide distribution force while developing and implementing the strategic
plan for the Group Department as well as headed up the company task force on
Multi-line marketing across the departments. Then, for a number of years he
consulted to the group insurance industry in Canada on distribution strategy and
product design. In 1991, Mr. DeBleu joined one of his clients, Laurentian
Imperial, as VP of Marketing where he launched the industry acclaimed Preferred
Producer Program for both group insurance and pension producers.  With the sale of
Laurentian Imperial to Desjardins, in June, 1994, Mr. DeBleu became the Canadian
president of Consolidated Group, a large U.S. based third party insurance
outsourcer of administration services. He was responsible for designing and
implementing the business plan. While the Canadian operations under Mr. DeBleus
management was on target to reach its objectives, due to unforeseen
circumstances in the U.S., the company withdrew from Canada as of January, 1996.  Mr. DeBleus
entrepreneurial interests drew him to become one of the initial founders of
Altima Dental Canada Inc., the largest network of owned and operated dental
clinics in Canada where he assumed the responsibilities of business development
and insurance company negotiations. On behalf of Altima, he was successful in
signing contracts with major insurers that represented more than 60% of the
insured dental market in Canada. With an initial start-up investment from the
largest labour sponsored venture capital fund in Canada, Altima has gone on to
become the premiere network of dental clinics in Canada.  In 2002, Mr.
DeBleu relinquished his responsibilities with Altima and established Barrons
Financial Group, a financial services company targeting high net worth clients
for estate planning, tax advice, and financial planning. Under the Barrons
umbrella, Mr. DeBleu subsequently started Barrons Financial Benefit
Administration Ltd., a company offering third party administration of employee
benefit plans, as well as The Health Plan Inc., one of Canadas leading third
party administration companies managing Private Health Services Plans under the
Income Tax Act.  None of the
aforementioned companies are parents, subsidiaries, or affiliates of Azaz
Capital Corp.  Mr. DeBleus
ability to source opportunities and to oversee start-up operations has also led
him into the IT arena, where Barrons Internet Solutions is experiencing
significant year-over-year growth. Mr. DeBleu is responsible for the business
strategy and growth of the company as well as building brand recognition for
Barrons. 21


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Evgenia McLean.  Ev McLean, age
53, has over thirty of experience in the investment industry. Since March 2009,
Ms. McLean has served as a consultant for Investors Group Financial
Services.Investors Group, founded in 1926, is a national
leader in delivering personalized financial solutions to Canadians.  As a
consultant, Ms. McLean has a strong commitment to building long-term client
relationships by providing comprehensive financial planning advice and services
including investment, retirement, estate, and tax planning. From May 2007 to
May 2008, Ms. McLean was a trader for Lowen, Ondaatje, McCutcheon Securities
& Company.  LOM is an independent research-based institutional equity
firm in Canada.  Loewen provides objective research, value-added financing
ideas with institutional sales, trading and investment banking, focusing
exclusively on institutional investors around the globe for small and
mid-capitalization companies.  Ms. McLean was
Vice President of Asian Equities at BNP Paribas Securities in New York from
December 2001 to April 2007.  BNP Paribas is an industry leader in banking
and global finance.  As a sales trader, she spoke to clients on a daily
basis with regard to trades done over night, market (stock specific and general)
news, as well as BNPs Asian IPOs. From December
1999 to March 2001, Ms. McLean was Assistant Vice-President, International
Equity Trading for Sceptre Investment Counsel (now Fiera Sceptre).  Sceptre
was a leading independent Canadian money-management firm, offering balanced and
specialized mandates for its institutional clients as well as high net worth
individuals.  Ms. McLean liased daily with the portfolio managers and
handled all international equity trading. In 1999, Ms.
McLean became a Chartered Financial charter holder and is a member of the CFA
Institute and the Toronto CFA Society. Ms. McLean is a
director of Kew Gardens Tennis Club since October, 2008.  Kew is a
not-for-profit organization and is one of Torontos largest community tennis
clubs. None of the
aforementioned companies are parents, subsidiaries, or affiliates of Azaz
Capital Corp.  Robert Weber.  Robert J. Weber,
age 82, has over fifty years of experience in manufacturing, sales and corporate
development within the ranks of senior corporate management.  Mr. Weber has
served as senior officer and  director of several public and private
companies involved in mergers and acquisitions. Most recently Mr. Weber has
acted in an advisory capacity while providing general consulting services to
private Canadian Companies, ie , Inoventive Corporation, a media and advertising
firm.  He also consulted on behalf of Phillips Roof The World Corp, a third
world housing development company.  From 1987
through 2000, Mr. Weber was Vice-President and Director of several small-cap,
publicly traded start-up companies.  As an officer and director he assumed
hands on general management and Chief Operations Officer responsibilities
including corporate planning, product development, sales and marketing. 
The list of these public companies include NRT Inc., a plastic propeller
development firm, Eros Financial Inc, an investment banker, Consumer General
Inc, a consumer product company and Cong Inc, a childrens indoor playground
company.  From 1983 to
1987, Mr. Weber, along with several partners founded Aristo-Raffles Pet Foods
Inc. located in Franklin Centre Quebec, a suburb of Montreal.  Assuming the
position of President, CEO and as a major shareholder he was responsible for
funding through commercial banking, provincial grants and federal loans. 
He also assumed the sales and marketing functions for the newly formed pet food
company creating product distribution throughout the Province of
Quebec.  In 1955 Mr.
Weber began his corporate career with The Del Monte Corporation in Rochelle,
Illinois. After serving in several middle management positions he was
transferred to Burlington, Ontario where he assumed the position of Plant
Manager of Del Monte (Canadian Canners Ltd) first can manufacturing facility in
Canada.  In 1972 he moved to Del Montes Canadian head office in Hamilton,
Ontario.  As acareer executive
he served in the newly formed position as Vice-President of several Del Monte
subsidiary companies in Canada, including Duncan Litho, Hamilton, Ontario,
Canners Machinery Ltd, Simcoe, Ontario and Can Manufacturing facilities in
Burlington and Simcoe, Ontario.  As COO and director of this newly formed
division, he assumed full responsibility for the strategic planning,
manufacturing, sales, marketing, distribution and product development for each
individual Del Monte business unit.  Supported by a strong Canadian team he
grew the can manufacturing and sales business unit from a $5,000,000 captive
business to over a $100,000,000 commercial enterprise within ten
years. 22


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Mr, Weber has a
Bachelor of Science Degree in Biology from Northern Illinois University and a
Master of Science Degree in Biology from Northern Illinois University. Mr. Weber
is currently on the board of directors at Fairwood Place West, a non-profit.
privately owned condominium corporation.  None of the
aforementioned companies are parents, subsidiaries, or affiliates of Azaz
Capital Corp.  The term of
office of each director expires at our annual meeting of stockholders or until
their successors are duly elected and qualified. Significant Employees None Family Relationships None Involvement in Certain Legal
Proceedings There have been
no events under any bankruptcy act, no criminal proceedings and no judgments,
injunctions, orders or decrees material to the evaluation of the ability and
integrity of any director, executive officer, promoter or control person of our
Company during the past five years. ITEM 11. 
EXECUTIVE COMPENSATION  Our officers and
directors have not received any cash remuneration since
inception.No remuneration of any nature has been
paid for or on account of services rendered by a director in such
capacity. No retirement,
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by our Company for the benefit of our
employees. ITEM 12. 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS  The following
table sets forth, as of April 8, 2011, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors and persons
who hold 5% or more of the outstanding Common Stock of the Company. Name and
      Address
    
    Amount and Nature
      of
      Beneficial
      Ownership
    
    Percentage of
      ClassAlex Zukovs (1)
      876 Parkland Ave.
      Mississauga, Ontario, Canada
      L5H 3H1
    
    48,922,500
    
    23.9%Ruth Zukovs (2)
      876 Parkland Ave.
      Mississauga, Ontario, Canada
      L5H 3H1
    
    48,922,500
    
    23.9%International Forex Group Inc.
      481 Brookdale Ave.
      Toronto, Ontario, Canada
      M5M 1R8
    
    15,000,000
    
    7.3%Nitin Amersey (1)
      300 Center Ave. Suite 202
      Bay City, MI 48708
    
    3,100,000
    
    1.5%Robert Weber (1)
      106 Fairwood Pl. W.
      Burlington, ON, Canada
      M5M 1R8
    
    3,000,000
    
    1.5%Evgenia McLean (1)
      39 Hastings Avenue
      Toronto, ON, Canada
      L5H 4E5
    
    750,000
    
    0.4%Raymond DeBleu (1)
      2029 St. Andrews Place
      Mississauga, ON, Canada
      L5H 4E5
    
    750,000
    
    0.4%All officers, directors, and beneficial
      owners as a group
    
    120,445,000
    
    58.9%
 23


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(1)The person
listed is an officer and/or director of the Company (2)Ruth Zukovs is
the spouse of Alex Zukovs  ITEM 13. 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE  We utilize the
office space and equipment of Mr. Nitin Amersey and Mr. Alex Zukovs at no
cost.  We estimate such amounts to be immaterial. On June 4, 2010
we issued 3,100,000 restricted shares of our Common Stock to Nitin Amersey, our
sole officer and director, in consideration for $310 cash, which was used for
incorporation fees, annual resident agent fees in the State of Nevada,
accounting fees and developing our business concept and plan.  All shares
were considered issued at their par value ($0.0001 per share). As of September
30, 2010, Mr. Alex Zukovs has loaned Azaz $3,222. This loan amount is
non-interest bearing, unsecured and due on demand. Except as
otherwise indicated herein, there have been no related party transactions, or
any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-X. 24


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ITEM 14. 
PRINCIPAL ACCOUNTING FEES AND SERVICES  The following
table sets forth the aggregate fees billed to us by DNTW Chartered Accountants,
LLP, the Companys independent registered public accounting firm, for fiscal
years ended December 31, 2010 and 2009:  2010
    
    
    2009Audit Fees
      (1)
    
    $
    2,000
    
    
    $
    -Audit Related Fees
      (2)
    
    
    -Tax Fees
      (3)
    
    
    -
    
    
    
    -All Other Fees
      (4)Total Fees paid to
      auditor
    
    $
    2,000
    
    
    $
    -
  (1) Audit fees
consist of fees billed for professional services rendered for the audit of the
Companys annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services in connection
with statutory and regulatory filings or engagements.  (2)
Audit-Related fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
Companys consolidated financial statements and are not reported under "Audit
Fees".  (3) Tax fees
consist of fees billed for professional services rendered for tax compliance,
tax advice and tax planning (domestic and international). These services include
assistance regarding federal, state and international tax compliance,
acquisitions and international tax planning.  (4) There were
no fees that were classified as All Other Fees as of the fiscal years ended
December 31, 2010 and 2009.  As the Company
does not have a formal audit committee, the services described above were not
approved by the audit committee under the de minimus exception provided by Rule
2-01(c)(7)(i)(C) under Regulation S-X. Further, as the Company does not have a
formal audit committee, the Company does not have audit committee pre-approval
policies and procedures.   PART
IV  ITEM 15.
    EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES
  (a)          
1.             The
information required by this item is included in Item 8 of Part II of this
annual report.  2.            
The information required by this item is included in Item 8 of Part II of this
annual report.  3.            
Exhibits: See Index to Exhibits, which is incorporated by reference in this
Item. The Exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this annual report.  (b)          
Exhibits. See Index to Exhibits, which is incorporated by reference in this
Item. The Exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this annual report.  (c)          
Not applicable.    25


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INDEX TO
EXHIBITS  Exhibit
      Number
    Description2.1*
    Share Exchange Agreement, by and among ABC
      Acquisition Corp 1505, Azaz Capital Corp., and its shareholders, entered
      into on January 21, 2011.3.1*
    Articles of Incorporation.3.2*
    Certificate of Amendment to Articles of
      Incorporation.3.3*
    By-Laws.31.1
    Certification of our Chief Executive Officer
      pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
      1934, as amended.31.2
    Certification of our Chief Financial Officer
      pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of
      1934, as amended.32.1
    Certification of our Chief Executive Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002.32.2
    Certification of our Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002.
  *
    Included in previously filed reporting
      documents.
       26


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SIGNATURES   Pursuant to the
requirements of Section 13 or 15(d) 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.   Azaz Capital Corp.Dated: April 8, 2011
    By:
    /s/Nitin
      AmerseyNitin AmerseyCEO, President, CFO, Secretary, and
      Director
   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 registrant and in the capacities
and on the dates indicated.   Signatures
    
    Title(s)
    
    Date/s/Nitin Amersey
    
    President and
      Chief Executive Officer (principal executive officer), Chief
      Financial Officer (principal financial officer and principal accounting
      officer), Secretary, and Director
    
    April 8, 2011Nitin Amersey/s/Alex Zukovs
    
    Director
    
    April 8, 2011Alex Zukovs/s/Raymond DeBleu
    
    Director
    
    April 8, 2011Raymond DeBleu/s/Evgenia McLean
    
    Director
    
    April 8, 2011Evgenia McLean/s/Robert Weber
    
    Director
    
    April 8, 2011Robert Weber
  27


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