SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              --------------------

                                   FORM 10-KSB

                              --------------------

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the Fiscal Year Ended December 31, 2002

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      Commission File Number 000-27113


                            AZUR INTERNATIONAL, INC.
                            ------------------------
                 (Name of small business issuer in its charter)


                 Nevada                                    50-0015673
--------------------------------------------------------------------------------
     (State or other jurisdiction of                     (IRS. Employer
       corporation or organization)                  Identification Number)


101 NE 3rd Avenue, Suite 1220, Fort Lauderdale, Florida           33301
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Issuer's telephone number (954)-763-1515


Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001
                                                            par value


      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days.

                                 YES |_| NO |X|


                                       1
<PAGE>

      Check if there is no disclosure of delinquent filer pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.

                                 YES |_| NO |X|

      The issuer had no revenues for its fiscal year ended December 31, 2002.
The issuer's revenues for the fiscal year ended December 31, 2004 were $229,496.

      On September 29, 2005, the aggregate market value of the voting common
equity of Azur International, Inc., held by non-affiliates of the Registrant was
$26,207,034 based on the closing price of $.90 for such common stock on said
date as reported by pinksheets.com. On such date, we had 50,571,238 shares of
common stock outstanding, 29,118,927 of which were held by non-affiliates. For
purposes of determining affiliate status, we consider each director, officer and
5% stockholder to be an affiliate. The issuer is filing this report as a small
business issuer because its annual revenues have never been more than
$25,000,000 for any fiscal year and its public float has not been $25,000,000 or
more as of the end of two consecutive fiscal years.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None

                 Transitional Small Business Disclosure Format:

                                 YES |_| NO |X|


                                       2
<PAGE>

                            AZUR INTERNATIONAL, INC.

                                   Form 10-KSB

                       Fiscal Year Ended December 31, 2002

                                Table of Contents

                                                                            Page
                                                                            ----
PART I

Item 1.   Description of Business............................................. 4
Item 2.   Description of Property............................................. 9
Item 3.   Legal Proceedings...................................................10
Item 4.   Submission of Matters to a Vote of Security Holders.................10

PART II

Item 5.   Market for Common Equity, Related Stockholder Matters
          and Small Business Issuer Purchases of Equity Securities............10
Item 6.   Management's Discussion and Analysis or Plan of Operation...........12
Item 7.   Financial Statements................................................12
Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................13
Item 8A.  Controls and Procedures.............................................13
Item 8B.  Other Information...................................................13

PART III

Item 9.   Directors and Executive Officers of the Registrant..................13
Item 10.  Executive Compensation..............................................15
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters..........................19
Item 12.  Certain Relationships and Related Transactions......................20
Item 13   Exhibits............................................................22
Item 14.  Principal Accountant Fees and Services..............................27

Signatures....................................................................28


                                       3
<PAGE>

                           FORWARD-LOOKING STATEMENTS

      The statements contained in this Annual Report on Form 10-KSB that are not
historical facts are forward-looking statements under the federal securities
laws. These forward-looking statements, are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are difficult to
predict. Actual outcomes and results may differ materially from what is
expressed in, or implied by, such forward-looking statements. We undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. Among the important
factors that could cause actual results to differ materially from those
expressed in, or implied by, the forward-looking statements are changes in
general economic conditions, increased or unexpected competition, costs related
to the proposed share exchange, failure to obtain required stockholder or
regulatory approvals or the share exchange not closing for any other reason,
failure of the combined company to retain and hire key employees, difficulties
in successfully integrating the parties' businesses, the effects of incurring
and servicing substantial debt and other matters disclosed in our filings with
the Securities and Exchange Commission.

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

      Azur International, Inc. (the "Company") was incorporated in Nevada in
June 1997 as "Union Chemical Corporation." The Company was formed in order to be
a partner in a joint venture that was never consummated and had no operations as
Union Chemical Corporation. Its operations commenced in June 1999, when it
acquired an internet domain name HotYellow98.com, and a related webmaster
hosting business and other assets in exchange for shares of its capital stock.
The Company changed its name to Hotyellow98.com, Inc. after the acquisition.

      On February 6, 2001 the Company filed a voluntary Chapter 7 bankruptcy
petition with the United States Bankruptcy Court for the District of Arizona. On
July 24, 2003 the court ordered the case closed after the net assets of the
estate were distributed.

      On January 15, 2004 St. James Group Limited acquired approximately 51% of
the issued and outstanding stock of the Company in a private stock purchase. On
January 23, 2004 the Company changed its name to Azur International, Inc. and
approved a 1 for 100 reverse stock split of its common stock pursuant to which
36,906,335 shares were reduced to 369,086 shares after the split. On February 9,
2004 Azur issued to the four stockholders of Mingo Bay Development Corp. ("Mingo
Bay Development") an aggregate of 9,050,000 shares in exchange for all of the
outstanding common stock of Mingo Bay, valued at $90,050. By virtue of the
exchange, Mingo Bay, a Florida corporation which was engaged in real estate
development through several subsidiaries, became a wholly owned subsidiary of
Azur and Mingo Bay changed its name to Azur Development Corp.


                                       4
<PAGE>

      Since its acquisition of Mingo Bay, Azur has assembled a management team,
continued to develop and operate the properties owned by Mingo Bay, researched
resort and commercial locations, completed extensive marketing research,
acquired Shell Landing Golf Course in Gautier, Mississippi, acquired Airtek
Safety Limited, a United Kingdom corporation which designs and manufactures
safety systems for the construction industry and which has a 50% interest in a
joint venture which distributes tower construction cranes, entered into a letter
of intent to acquire A.V.I. Contractors, Inc., a construction company, acquired
approximately 50.4% of the outstanding common stock of Harvest and plans to
enter into a Share Exchange Agreement with New Harvest Capital Corporation
("Harvest"), a Delaware corporation whose common stock is registered under the
Securities Exchange Act of 1934, under which the stockholders of Azur shall
receive one share of common stock of New Harvest for every two shares of Azur
held by such stockholders.

      Azur's business plan includes golf resort and residential communities
development, residential and commercial land acquisition for development,
acquisition of developable land holdings for use or future sale, acquisition of
existing resort and golf club communities and acquisitions of companies in
complementary industries. Through its subsidiaries, Azur currently owns:

      o     The Shell Landing Golf Club, a 225 acre public course located in
            Gautier, Mississippi (near Biloxi) and designed by Davis Love III,
            the rights to acquire up to 1,800 acres which surround the golf
            course, including Shell Landing Resort, a master planned resort
            community with significant infrastructure already in place;
      o     a 3% interest in Place des Arts, a 10 unit luxury waterfront
            condominium project downtown Fort Lauderdale near Los Olas
            Boulevard;
      o     a 63% interest in Meritage, a 16 unit luxury waterfront condominium
            project located in the Las Olas Isles area of Fort Lauderdale;
      o     a 53% interest in Rio Vista, a residential property located on North
            Rio Vista Boulevard, Fort Lauderdale, which Azur has improved as is
            currently marketing for sale;
      o     Airtek Safety Limited, a United Kingdom corporation, which designs
            and manufactures safety systems for the construction industry,
            including patented air bag safety systems, staircase safety systems,
            leading edge protection, vertical side netting, stairwell platforms
            and ladder safety devices; and
      o     Airtek Cranes Ltd., a United Kingdom joint venture in which Airtek
            Safety Limited has a 50% interest, which distributes a line of
            remote-controlled, self-erecting cranes manufactured by Arcomet of
            Belgium, the holder of the other 50% interest in the joint venture.


                                       5
<PAGE>

      Azur also has engaged in preliminary discussions to acquire AVI
Contractors Inc., a south Florida-based construction company which is the
contractor for the Meritage project.

Real Estate Holdings

      To date, Azur has entered into and/or closed agreements relating to the
acquisition of interests in the following:

      Shell Landing Golf Club

      Azur acquired a 100% interest in the Shell Landing Golf Course in November
2004 when Azur's wholly owned subsidiary, The Grand Shell Landing, Inc.,
purchased the golf course for $8,000,000. The 225 acre course designed by Davis
Love III is located in Gautier, Mississippi approximately 13 miles east of
Biloxi, which has become a world class entertainment and gambling center with 12
casinos. Between Gautier and Biloxi there are more than 8,000 hotel rooms. There
are more than 18,000 hotel rooms along the Mississippi Gulf Coast and an
additional 1,500 hotel rooms are under construction.

      Golf Digest named Shell Landing among America's Best New Courses in 2002.
The January 2002 issue ranked the course #5 in America in the Best New Upscale
Public category, the only course in the top five located in the South. Shell
Landing includes a clubhouse with locker rooms, a restaurant and catering
facilities and a golf shop; a driving range and practice area; a deck and a
maintenance building.

      There were 36,139 rounds of golf played on the course in 2004 and through
June 30, 2005, 20,391 rounds were played in 2005.

      The purchase was financed with a $6,400,000 first mortgage loan from an
institution and a $1,600,000 second mortgage from the seller. The outstanding
principal balance of the first mortgage loan accrues interest at a variable rate
equal to prime rate of J.P Morgan Chase & Co. announced, quoted or published
from time to time plus 1.5% per annum. Monthly payments of principal and
interest based on a 20 year amortization of principal and a seasonal adjustment
for each month in question commenced in January 2005 and shall continue until
December 1, 2009 when all outstanding principal and interest on the promissory
note evidencing the loan shall be due. The note is secured by, among other
things, a deed of trust, security agreement and fixture filing on the golf
course property and an assignment to the lender of leases, rents and contracts.
As of June 30, 2005 the outstanding principal balance of the loan was
$6,322,053.

      The second mortgage loan is evidenced by a purchase money promissory note
in the principal amount of $1,600,000. Such note provides for interest at the
rate of 6% per annum and is due in one balloon payment on November 17, 2005.
Pursuant to an agreement between Azur and the shareholders of the seller, a
$529,188.90 credit against the note was taken in November 2004. As of June 30,
2005, the outstanding principal amount of the note was $1,070,811.10


                                       6
<PAGE>

      Shell Landing Resort

      On May 4, 2005 Azur Shell Landing Development II LLC ("ASLD II"), a
Mississippi limited liability company, acquired 1,200 acres of land which
surrounds the Shell Landing Golf Course for a purchase price of $7,752,00. A
credit of $1,139,849 was given to ASLD II due to the sales of lots prior to
closing. The purchase price was partially financed with a $7,413,000 mortgage
loan obtained from an institution. The outstanding principal balance of the loan
accrues interest at the rate of 14% per annum. Monthly interest payments
commenced on June 1, 2005 and shall be paid while principal on the loan remains
outstanding. Assuming no principal is prepaid, the monthly interest payments
shall be $86,485. The entire principal amount of the loan is due on June 1,
2007. The land includes approximately 455 acres plus 48 completed, but unsold
residential lots ranging in size from .6 to 1.25 acres, 230 platted but
undeveloped lots, 129 of which will be premier lots (larger acreage, better
views) and 101 of which will be estate lots a proposed 12.75 acre condominium
site, a proposed 18.9 acre condominium site, a proposed 20.0 acre apartment
site, approximately 330 acres planned for a resort village, various residential
lots, town homes and cluster homes and approximately 61 acres of commercial land
(95% of which is wetlands).

      ASLD II intends to develop such land.

      Azur has entered into an agreement to acquire an 80% interest in the land.
Azur intends to construct on the 12.75 acre site located between the 9th and
18th fairways of the golf course, a 200 unit luxury condominium project called
The Islands at Shell Landing, consisting of 7 buildings surrounding a pool, spa
and eight tennis courts and overlooking the Shell Landing Golf Course. The units
range from 1,250 to 1,851 square feet and are being offered at prices currently
ranging from $349,625 to $527,577. As of June 24, 2005 ASLD II had received
deposits on 150 units.

      A second phase of development on the 18.9 acre site located between the
3rd, 4th and 5th fairways of the golf course contemplates construction of 253
condominium units in 11 buildings. In addition, construction of approximately
400 apartment units is planned for the 20.0 acre site.

      Place des Arts

      Azur acquired a 3% interest in Place des Arts in January 2004 for a
$240,000 promissory note which was converted in its entirety to 120,000 shares
of Azur common stock in February 2004. Place des Arts is a 10 unit luxury
waterfront condominium project located in downtown Fort Lauderdale, Florida near
Las Olas Boulevard. Each unit has luxury amenities including a private fully
equipped boat dock giving direct access to the Inter Coastal Waterway, access by
elevator to a private foyer, underground secure parking, a large balcony facing
the water, a rooftop community pool, European cabinet, slate or limestone
countertops, top of the line appliances, high speed internet access and cable
television. The size of the units range from 3,037 to 4,235 square feet and
contracts for the units have been entered into at prices ranging from $1,059,900
to $1,566,950. As of June 24, 2005, all of the units have been sold.
Construction of the project is scheduled to be completed in September 2005.


                                       7
<PAGE>

      Meritage

      Azur acquired a 63% interest in Meritage in February 2004 when its wholly
owned subsidiary, Azur Development Corp., acquired 63% of the membership
interests in 48 Hendricks LLC, a Florida limited liability company which owns
Meritage. Subsequently, the subsidiary transferred ownership of the interest
directly to Azur. The purchase price for the membership interests was $2,300,000
of which $1,000,000 was paid in cash during the period from February 2004 to
January 2005 and the remaining $1,300,000 was paid by the issuance to the
sellers of an aggregate of 650,000 shares of common stock of Azur. Meritage is a
16 unit luxury waterfront condominium project located on Hendricks Isle of Las
Olas Boulevard between the Fort Lauderdale beach and the Las Olas shopping
district. The project consists of two 5 story buildings with eight units in each
building. All of the units have the same design plan with three bedrooms, 3-1/2
baths and a total of 2,458 square feet. Each building will have a private
elevator access for each unit and a swimming pool fronting the water. The
interior of the units will have luxury appointments, including European
cabinets, granite countertops and top-of-the-line appliances. Each unit has a
corner view and an individual boat dock with an ocean access that can handle
boats up to 50 feet in length. As of June 24, 2005, 11 of the units have been
sold for prices ranging from $1,128,250 to $1,236,250. The project began
construction in March 2005 and is scheduled to be completed by June 2006. A
$10,685,000 18 month loan commitment was provided by a bank to 48 Hendricks LLC
in January 2005 to fund the construction of the project. All principal and
accrued interest on loans made pursuant to the commitment shall be due and
payable to the lender on July 5, 2006. The commitment may be extended by the
borrower for an additional six months upon the satisfaction of certain
conditions, including payment of an extension fee equal to .25% of the then
outstanding principal balance of the loan. Interest on the loan at the rate of
the bank's base rate plus 1.00% per annum (but not less than 6.25% per annum) is
payable monthly and at maturity. The loan is guaranteed by certain principals of
the borrower, including Eduardo Naranjo and Elizabeth Naranjo. As of June 30,
2005 the outstanding principal balance of the loan was $3,815,000.

      Rio Vista

      During the period from November 2003 to February 2004 Azur acquired a 53%
interest in a general partnership which owns a home located on North Rio Vista
Boulevard, Fort Lauderdale, Florida. The property is held subject to two
mortgages with an aggregate outstanding principal balance of approximately
$1,186,000 as of June 30, 2005. During the period from January 2004 to December
2004 Azur rented the property to various tenants for total rental revenues of
approximately $39,740. Azur is currently offering the property for sale at a
price of $2,995,000. Pending the sale, Azur is providing the use of the property
to its Chairman of the Board on a rent-free basis.


                                       8
<PAGE>

      Airtek

      On February 24, 2005 Azur purchased all of the outstanding shares of
Airtek Safety Limited, a United Kingdom corporation which designs and
manufactures safety systems for the construction industry, including air bag
safety systems, staircase safety systems, leading edge protection, vertical side
netting, stairwell platforms and ladder safety devices. Airtek also owns 50% of
Airtek Cranes, Ltd., a United Kingdom joint venture which distributes a line of
remote-controlled, self-erecting tower cranes manufactured by Arcomet of
Belgium, the holder of the other 50% interest in the joint venture.

      Pursuant to the purchase agreement with the sellers, Azur has agreed to
pay the sellers an aggregate of (pound)6.1 million (approximately $11,224,000)
on August 21, 2005. The due date has been extended to February 24, 2006. The
sellers have the option to acquire an aggregate of 3,741,333 shares of Azur
common stock in lieu of the cash consideration. The shares of Airtek purchased
by Azur are being held in escrow pending payment of the purchase consideration.

      Airtek's AirMat Safety System is comprised of a series of interlinked
modular air mattresses designed to provide "soft fall" arrest to reduce and
minimize injuries and fatalities due to falls from height on construction, civil
engineering, maintenance and refurbishment projects. The modules are
manufactured in a range of standard sizes, which with simple planning, allows
for configuration to accommodate any project. The system is patented in the
United Kingdom and marketed throughout Europe and the United States. Airtek also
manufactures and markets related safety systems, including a stairsafe system
designed to give workers protection while working around open stairwells, and a
laddersafe system which is designed to prevent unauthorized access to elevated
work areas Airtek also has installed a safety barrier system at the British
Speedway. Airtek Cranes, Ltd. markets in the United Kingdom the Arcomet line of
pedestrian-operated remote controlled self-erecting tower cranes. Unlike
conventional cranes the Arcomet cranes arrive at the worksite as self-contained
units and can be operable within four hours.

      Airtek also has a division which provides training services for managers
and workers in the construction and allied industries.

ITEM 2.   DESCRIPTION OF PROPERTY

Description of Property

      For information concerning Azur's real estate holdings see the discussion
under the caption "Real Estate Holdings" contained in Item 1. Business, which is
incorporated herein by reference.

      Since March 1, 2005 Azur's executive offices have been located at 101 NE
3rd Avenue, Suite 1220, Fort Lauderdale, Florida 33301. Azur leases such
premises under a 36 month lease. The lease may be terminated by Azur after 18
months if Azur gives the landlord 90 days prior written notice and pays a $1,000
termination fee. Azur currently pays a base monthly rental of $5,708 under the
lease. The base rent shall increase by 4% on March 1 of each year during the
term of the lease. Azur also is obligated to pay as additional rent, Azur's
proportionate share (based on a fully occupied building) of the operating
expenses of the building in which the premises are located.


                                       9
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

      Azur is not a party to any pending legal proceedings nor is it aware that
any proceedings are threatened against it.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of our security holders during the
fiscal quarter ended December 31, 2002.

                                     PART II

ITEM 5.   MARKET PRICE FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

      The Azur common stock has been quoted on Pinksheets.com under the symbol
"AZRI" since March 2004. There is a very limited public market for the Azur
common stock. As of September 29, 2005, 50,571,238 shares of common stock were
outstanding.

      Azur's common stock also trades on the Frankfurt Stock Exchange under
symbol LCN.DE.

      The following table sets forth, for the respective periods indicated, the
high and low quotations for the Azur common stock. The market quotations
represent prices between dealers, do not include retail markup, markdown, or
commissions and may not represent actual transactions.

Quarter Ended            High Bid         Low Bid
-------------            --------         -------

2004

March 31                  $3.70            $3.10
June 30                   $3.90            $1.30
September 30              $5.10            $2.80
December 31               $3.48            $0.90

2005

March 31                  $2.15            $1.06
June 30                   $1.75            $0.78
September 30              $1.81            $0.60


                                       10
<PAGE>

      No dividends have been paid on the Azur common stock and Azur does not
anticipate paying dividends in the foreseeable future.

      At July 12, 2005, there were 476 holders of record of Azur's common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

None

Recent Sales of Unregistered Securities

      During the fiscal year ended December 31, 2002, we did not issue any
securities in transactions which were not registered under the Securities Act of
1933, as amended.


                                       11
<PAGE>

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

Azur International, Inc. is a real estate development company with operations in
the United States, primarily in Ft. Lauderdale, Florida. Our line of business is
real estate development and operation.

Results of Operations

For the Twelve Months Ended December 31, 2002

During the twelve months ended December 31, 2002, there were no revenues or
expenses.

Liquidity and Capital Resources

At December 31, 2002 we had a net working capital deficit of $752,941. The
deficit is attributable to the bankruptcy liabilities.

Discussion of Certain Current Assets and Liabilities

Accounts Payable & Accrued Expenses

At December 31, 2002, our accounts payable and accrued expenses amounted to
$752,971, and were comprised of the liabilities associated with filing
bankruptcy in November of 2001 under chapter 7 of the bankruptcy laws in the
United States Bankruptcy Court for the district of Arizona.

ITEM 7.   FINANCIAL STATEMENTS

      Our consolidated financial statements, including the notes thereto,
together with the report of independent certified public accountants thereon,
are presented beginning at page F-1.


                                       12
<PAGE>

                            AZUR FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

INDEPENDENT AUDITOR'S REPORT                                                 F-2
CONSOLIDATED BALANCE SHEET                                                   F-3
CONSOLIDATED STATEMENTS OF OPERATIONS                                        F-4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                   F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS                                        F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   F-7


                                       F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                              BAUM & COMPANY, P.A.
                          Certified Public Accountants
                        1515 University Drive, Suite 209
                          Coral Springs, Florida 33071

Board of Directors and Stockholders
Azur International, Inc. and subsidiaries
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheet of Azur
International, Inc. and subsidiaries as of December 31, 2002 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the year ended December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide 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 Azur International, Inc. and
subsidiaries as of December 31, 2002 and the results of their operations and
their cash flows for the year2 ended December 31, 2002, in conformity with U.S.
generally accepted accounting principles.


/s/ BAUM & COMPANY, P.A.

Coral Springs, Florida
February 11, 2005


                                       F-2
<PAGE>

                            AZUR INTERNATIONAL, INC.
                                  BALANCE SHEET

                               December 31, 2002

<TABLE>
<CAPTION>
<S>                                                                   <C>
                                     ASSETS
Current Assets
      Cash and Cash Equivalents                                       $          --
                                                                      -------------
            Total Current Assets                                                 --
                                                                      -------------
TOTAL ASSETS                                                          $          --
                                                                      =============

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts Payable & Accrued Expenses                             $     752,971
                                                                      -------------
            Total Current Liabilities                                       752,971
                                                                      -------------
            Total Liabilities                                               752,971
                                                                      -------------

Stockholders' Equity
      Preferred Stock-$.01 par value, 50,000,000 shares authorized               --
      Common Stock - $.01 par value, 200,000,000 shares
        authorized; shares issued and outstanding 369,086                     3,691
      Additional Paid-In Capital                                            226,191
      Accumulated Deficit                                                  (982,853)
                                                                      -------------
            Total Stockholders' Equity                                     (752,971)
                                                                      -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                              $          --
                                                                      =============
</TABLE>

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


                                      F-3
<PAGE>

                            AZUR INTERNATIONAL, INC.
                             STATEMENT OF OPERATIONS

                      For the Year Ended December 31, 2002

<TABLE>
<CAPTION>
<S>                                                                   <C>
Revenues
      Sales                                                           $          --
                                                                      -------------
            Total Revenue                                                        --

Operating Expenses
      General & Administrative Expenses                                          --
                                                                      -------------
            Total Operating Expenses                                             --
                                                                      -------------

Net Income (Loss)                                                     $          --
                                                                      =============

Basic Income (Loss) per share                                                   NIL
                                                                      =============

Weighted average shares outstanding                                         369,086
                                                                      =============
</TABLE>

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


                                      F-4
<PAGE>

                            AZUR INTERNATIONAL, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

                             As of December 31, 2002

<TABLE>
<CAPTION>
                                               Preferred       Preferred        Common          Common       Accumulated
                                                 Shares          Stock          Shares          Stock          Deficit
--------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>               <C>           <C>            <C>
Balance at 12/31/01                                   --      $       --         369,086      $  229,882     $  (982,853)

Net Loss for
  the Year Ended 12/31/02                             --              --              --              --              --

                                            ----------------------------------------------------------------------------
Balance at 12/31/02                                   --              --         369,086         229,882        (982,853)
                                            ----------------------------------------------------------------------------
</TABLE>

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


                                      F-5
<PAGE>

                            AZUR INTERNATIONAL, INC.
                             STATEMENT OF CASH FLOWS

                      For the Year Ended December 31, 2002

<TABLE>
<CAPTION>
<S>                                                                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income (Loss)                                               $          --

      Adjustments to Reconcile Income (Loss) to Net Cash
        Used for Operating Activities:                                           --
                                                                      -------------

      Net Cash (Used) Provided for Operations                                    --
                                                                      -------------


CASH FLOWS FROM INVESTING ACTIVITIES:

      Net Cash Provided (Used) in Investing Activities:                          --
                                                                      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Net Cash Provided (Used) in Financing Activities:                          --
                                                                      -------------

Net Increase (Decrease) in Cash                                                  --

Beginning Cash                                                                   --

Ending Cash                                                           $          --
                                                                      =============
</TABLE>

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


                                      F-6
<PAGE>

                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. BACKGROUND

Azur International, Inc. is in the business of developing and marketing luxury
residential and resort properties.

The Company was originally incorporated in the State of Nevada in June 1997
under the name of Union Chemical Corporation in order to be a partner in a joint
venture that was never consummated. In June 1999, the Company changed its name
to Hotyellow98.com, Inc. as it acquired an Arizona corporation, Hotyellow98.com.
The Company subsequently changed its name to the current name of Azur
International, Inc.

In November of 2001 the Company entered bankruptcy under chapter 7 of the
bankruptcy laws in the United States Bankruptcy Court for the district of
Arizona. It emerged from bankruptcy in July 2003.

B. REAL ESTATE HOLDINGS

Real estate investments are stated at the lower of cost or market. Acquisition
costs are allocated to respective properties based on appraisals of the various
properties acquired in the acquisition.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

D. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand; cash in banks, and any highly
liquid investments with maturity of three months or less at the time of
purchase. The Company and its subsidiaries maintain cash and cash equivalent
balances at several financial institutions, which are insured by the Federal
Deposit Insurance Corporation up to $100,000. At times, the cash balances may
exceed federally insured limits. We have not experienced any losses in such
accounts and we believe the risk related to these deposits is minimal.

E. EARNINGS/LOSS PER SHARE

Primary earnings per common share are computed by dividing the net income (loss)
by the weighted average number of shares of common stock and common stock
equivalents outstanding during the quarter and year-to-date. The number of
shares used for the year ended December 31, 2002 was 369,086 and the resulting
loss per share was NIL.

F. INCOME TAXES

In February 1992, the Financial Accounting Standards Board issued Statement on
Financial Accounting Standards 109 of "Accounting for Income Taxes." Under
Statement 109, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. The Company has net operating losses (NOL's) of
approximately $ 982,853.


                                      F-7
<PAGE>

                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


                   Statutory federal income taxes     34%

                   Valuation allowance               (34)

                   Effective tax rate                  0%

NOTE 2 - COMMITMENTS & SUBSEQUENT EVENTS

A.    On February 9, 2004 Azur International, Inc. acquired Azur Development
      Corp. (formally known as Mingo Bay Development Corp.) in a stock for stock
      transaction.

B.    On November 17, 2004 the Company acquired The Grand Shell Landing, Inc.,
      which operates an 18-hole golf course, pro shop and restaurant in
      Mississippi. At the present time, The Grand Shell Landing, Inc. generates
      golf-related revenues only; there is no real estate activity as of yet.

C.    On February 24, 2005 the Company purchased Airtek Safety Limited, a
      British company which derives income from the rental of cranes and
      equipment and services to the construction industry. The purchase, which
      was effective January 1, 2005, was a cash transaction whereby the sellers
      have the option of taking stock in lieu of cash. Pursuant to the purchase
      agreement with the shareholders of Airtek, Azur International has agreed
      to pay 6.1 million pounds (approximately $11,224,000) on August 24, 2005
      (extended to February 24, 2006). The shareholders have the option to
      acquire an aggregate of 3,741,333 shares of common stock in lieu of cash
      payment due. The shares of Airtek are being held in escrow pending payment
      of the purchase consideration. In the event the Company defaults on its
      obligation, the agreement will be rescinded and the escrowed shares will
      be returned to the Airtek shareholders.

D.    On May 5, 2005 the Company entered into an agreement to acquire up to 80%
      of the land surrounding the Grand Shell Landing Golf Course in
      Mississippi. The Company has invested a total of $1,300,309 in said land.

E.    On May 18, 2005 Azur Development Corporation, a wholly owned subsidiary of
      the Company assigned its interest in 48 Hendricks LLC to Azur
      International Inc. for business and financing purposes.

F.    On June 1, 2005 pursuant to a Stock Purchase Agreement dated as of June 1,
      2005 between HVST Acquisition Corporation, a Nevada corporation owned and
      controlled by James A. Ditanna of King of Prussia, Pennsylvania ("HVST
      Acquisition"), and Azur International, Inc. ("Azur"), HVST Acquisition
      sold to Azur 68,960,000 shares of common stock of New Harvest Capital
      Corporation, constituting approximately 50.4% of the outstanding common
      shares of New Harvest (the "Harvest Shares"). The purchase price for the
      Harvest Shares was $550,000 paid in cash. By virtue of its acquisition of
      a majority of the voting securities of New Harvest on such date, Azur
      acquired from HVST Acquisition control of New Harvest Capital Corporation
      on June 1, 2005.

      Simultaneously with the acquisition of the New Harvest Shares, Azur
      entered into a Consulting and Investment

G.    On August 1, 2005, Azur's stock was listed for trading on the Frankfurt
      Exchange, under symbol LCN.DE.


                                      F-8
<PAGE>

                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

      Banking Services Agreement with Venture Fund I, Inc., a Nevada corporation
      owned by James Ditanna ("Venture") under which Venture has agreed to
      provide to Azur certain information, evaluation and consulting and
      investment banking services for a consideration of 600,000 shares of
      common stock of Azur, which were issued on June 27th, 2005.

H.    On August 9, 2005, the Company and the shareholders of Airtek Safety
      Limited signed the First Addendum to the Agreement for the Sale and
      Purchase of the Entire Issued Share Capital of Airtek Safety Limited. The
      addendum extended the "Deferred Payment Date" in the initial agreement to
      six months from August 24, 2005, making the new due date February 24,
      2006. As part of the addendum, the Company shall pay the following
      "Installment Payments": $250,000 on September 24th, 2005, and $75,000 each
      subsequent month on October 24th, 2005, November 24th, 2005, December
      24th, 2005 and January 24th, 2005. The first payment of $250,000 was made
      on September 29, 2005. The Installment Payments shall be distributed to
      the Sellers in their respective percentages. The Installment Payments
      shall reduce the total purchase price accordingly, and the Consideration
      Shares held by the escrow agent shall be reduced and returned to the
      Company as follows: 83,000 shares on September 24, 2005, and 25,000 shares
      upon each subsequent installment payment.

I.    On August 29-30, 2005 the state of Mississippi was affected by Hurricane
      Katrina. Shell Landing Golf Course, which is located in Gautier,
      Mississippi, was impacted by this hurricane. No significant structural
      damage has occurred, mostly due to the high elevation of the land
      pertaining to the golf course. There was loss of power to the area, which
      resumed on September 2, 2005. Although the golf course resumed operations
      on September 23, 2005, we do expect a reduction in revenues from the golf
      course in the short term as a result of the hurricane. The insurance
      company has been contacted and the claims have been submitted with respect
      to economic loss and damage that may have occurred to the gold course and
      any related property.

J.    The Notes Payable to the shareholders of Rio Vista LLC and 48 Hendricks
      LLC, as part of their acquisition price, were satisfied in a timely
      manner, on April 13, 2004 and January 31, 2005 respectively.

K.    The Company's long-term debt has changed significantly due to acquisition
      of new companies, pre-development expenses, and the commencement of
      construction projects. The following list details the additional long-term
      debt the Company has incurred since December 31, 2002:

      Mortgage Payable - First Mortgage in the name of a partner.
      Interest is at a variable rate, currently 5.25% Interest only
      is due monthly, until November 1, 2012, and the borrower has
      the right to prepay with no penalty. Maturity date of the
      mortgage is October 1, 2027.                                   $ 1,034,822

      Equity line of credit - Loan is in the name of a partner. Interest is
      variable (currently at 7.85%).


                                F-9
<PAGE>

                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

      Loan secured by Rio Vista property.                                149,427

      Mortgage Payable - First mortgage secured by 48 Hendricks
      property. Bank has a Secured interest in rents, leases, fixed
      asset and profits. Interest is variable but can never be less
      than 5%. Current rate is 5.5%. Payments are interest only.       4,576,341

      Note Payable to finance company, monthly payments are
      variable, including interest of 6.75%, collateralized by Grand
      Shell Landing golf course property, due November 2009            6,273,156

      Note Payable to finance company, monthly payments of $ 278,
      including imputed interest of 7%, collateralized by equipment,
      due October 2006                                                     4,910

      Note Payable to finance company, monthly payments of $ 277,
      including imputed interest of 6.49% collateralized by
      equipment, due May 2007                                              5,942

      Note payable to a finance company, monthly payments of $ 814,
      including imputed interest of 6.75%, collectivized by
      equipment, due October 2006                                         11,624

      Note Payable to private investor, due May 6, 2005 (Extended to
      January 1, 2006) with interest payable at 12%, and unsecured.    3,000,000

      Notes Payable to private investor with maturity date of August
      14th, 2005 (Extended to February 14, 2006)                         700,000

      Notes Payable - various installment obligations for crane and
      safety equipment.                                                  933,224

      Note Payable bearing interest at 6% on acquisition of The
      Grand Shell Landing Golf course to former owner. Owner has an
      option to purchase the Company's stock, currently held in
      escrow, in lieu of payment of the note, due on November 16,
      2005                                                             1,070,811

      Obligation payable for acquisition of Airtek Safety Ltd,
      non-interest-bearing , secured by common stock held in escrow,
      due on August 24, 2005 (Extended to February 24th, 2006). The
      shareholders of Airtek can choose to accept common stock in
      lieu of cash payment.                                           11,224,000

      Note Payable to private investor, due May 31, 2006 with 18%
      interest.                                                          840,000

      Note Payable to private investor, due September 30, 2005,
      bearing 12% interest                                               100,000

      Convertible Debenture to Investment Company bearing 12%
      interest, due on June 1, 2006                                      700,000

      Convertible Debenture to private investor bearing 12%
      interest, due on June 1, 2006                                      300,000


                                      F-10
<PAGE>

                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

L.    Current portion of long-term debt with payment due dates through June 30,
      2005 have been paid or extended.

M.    The following employment and consulting agreements have been added and are
      in effect since December 31, 2002:

      The Chief Executive Officer, who also serves as the chairman of the Board
      of Directors of the Company, has a consulting agreement with a 36 month
      term, commencing on February 1, 2004. His compensation for the duration of
      the agreement is as follows:

      Year 1 - 500,000 restricted shares of Azur International common stock at
               $.01.
      Year 2 - $360,000 per year, plus 500,000 restricted shares of Azur
               International common stock at $.01.
      Year 3 - $480,000 per year, plus 500,000 restricted shares of Azur
               International stock at $.01.

      Under this Consulting Agreement, the Corporation provides said executive
      with an automobile.

      The General Counsel & Corporate Secretary has and Employment Agreement
      with a term of 1 year, commencing on April 15, 2004. After the initial
      term, the agreement shall renew automatically for additional 1 year
      periods, unless terminated by either party. His compensation is $120,000
      per annum, to be increased at a rate of no less than 10% per annum. The
      executive received a signing bonus of 50,000 restricted shares of the
      Company's stock.

      The President of the Company, who also serves on the Board of Directors,
      has an employment agreement with a term of 3 years, commencing on
      September 1, 2004. His compensation, beginning on January 1, 2005, is
      $240,000 per annum. He also received a signing bonus in the form of
      166,666 restricted shares of the Company's common stock valued at $3.00
      per share. The signing bonus was paid sixty days from the effective date
      of the contract, which was September 1, 2004.

      The Vice President of Development, who is also the President of the Azur
      Development subsidiary, has a Consulting Agreement with a term of twelve
      months, commencing on November 1, 2004. After the initial term, the
      agreement shall renew automatically for additional twelve month term,
      unless terminated by either party. His compensation is 10% of the net
      profits of any developments that he initiates. He shall be paid 50% in
      cash payment, and 50% in restricted common shares at $.01. The agreement
      was replaced with the Chief Operating Officer agreement on July 12, 2005.

      The CEO of Azur Development UK, who has been engaged to develop home
      building and commercial development projects, as well as oversee any
      European projects, has a Consulting agreement with a term of three years,
      commencing on October 5, 2004. His compensation is a base fee of 3,000,000
      of shares of common stock at $.01.

      A Director of the Company, who has been engaged to develop home building
      and development projects, as well as oversee any European projects, has a
      consulting agreement with a term of three years, commencing on October 5,
      2004. His compensation is a base of 3,000,000 of shares of the Company's
      stock at $.01.

      An advisory agreement is in effect between the Company and another
      consulting firm for services related to the acquisition of new companies
      and the listing of shares on the American Stock Exchange and other foreign
      exchanges. The agreement commences on August 1st, 2004, for a term of 2
      years, ending on August 1st, 2006. The compensation is 2,000,000 shares of
      common stock at $.01, plus 10% of the acquisition price of new companies
      identified by the consulting company. The 10% shall be paid in shares of
      common stock valued at the previous day's bid price. In a First Addendum
      to the Advisory Agreement dated June 27, 2005, the Company agreed to
      afford the consultant an advance payment of $25,000 against future
      compensation. The advance shall be against any subsequent payments due and
      payable to the Consultant.

      The Vice President of Operations of the Company's has an employment
      agreement with a term of 3 years, commencing on September 1, 2004. His
      compensation, beginning on January 1st, 2005, is $120,000 per annum. He
      also received a signing bonus in the form of 50,000 restricted shares of
      the Company's common stock at $3.00 per share. The Signing Bonus was paid
      sixty days from the effective date of the contract, which was September 1,
      2004. On July 1, 2005, the Company singed a Termination of Employment
      Agreement by and between the Vice President of Operations, whereby both
      parties mutually agreed to terminate the Executive's employment agreement
      with the corporation. As stipulated in the agreement, the Executive shall
      receive the following severance benefits: (1) Salary until August 15, 2005
      (2) 20,000 Restricted Shares of stock (3) health benefits until August 15,
      2005 and (4) stipend of $5,000 for moving expenses.

      The Company appointed a new Chief Operating Officer on July 12, 2005, and
      entered into an employment agreement with the Executive, with an effective
      date of July 1, 2005. The agreement details the following terms and
      conditions: (1) The Executive's salary shall be $60,000 per annum, (2) The
      Executive shall receive a signing bonus of 50,000 restricted shares of the
      Company's stock, (3) The Executive shall receive 5,000 restricted shares
      of the Company's stock on the first of each month, for term of the
      agreement, (4) The Executive shall receive 5% of the net profits derived
      by the Company from any project, which has been directly originated by the
      Executive; the 5% consideration shall be payable 1% in cash payments and
      4% in restricted shares of the Company's stock, (5) The Executive shall
      receive 5% of the net profits derived by the Company from the leasing of
      cranes, which has been directly referred to by the Executive; the 5%
      consideration shall be payable 1% in cash payments and 4% in restricted
      shares of the Company's stock and (6) the term of the agreement is one
      year and shall renew automatically for additional one year periods, unless
      terminated by either party.

      An IR/PR-Services Agreement is in effect between the Company and an
      international consulting company for a period of twelve moths, commencing
      on June 30, 2005. In connection with this agreement, the Company shall pay
      the Consultant compensation as follows: (1) a $15,000 listing fee for
      listing application at a German stock exchange, which shall be satisfied
      by the issuance of 12,000 shares of the Company's common stock, (2) a
      $110,000 engagement fee for the performance of consulting services, which
      shall be satisfied by the issuance of 88,000 shares of the Company's
      common stock valued at $1.25 per share and (3) a 10% finder's fee in
      connection with any acquisitions, projects, or any other findings or
      transactions involving products, commodities, services, currencies,
      additions, renewals, extensions, rollovers, amendments, new contracts,
      re-negotiations, parallel contracts or agreements or third party
      assignments thereof.

      A retainer agreement dated May 31, 2005 is in effect between the Company
      and an investor relations firm for implementation of the Company's
      financial communications program. The agreement, which has an effective
      date of June 1, 2005 carries a term of twelve months ending on May 31,
      2006. During the term, in consideration for the services, the company
      shall pay the investor relations firm a retainer fee of $60,000 for the
      initial ninety day start up period, and $15,000 monthly for each month
      after the third month. As additional consideration, the Company grants the
      investor relations firm warrants topurchase an aggregate of 100,000 shares
      of common stock over a three year period at the exercise price per share
      of $2.00 per share.

      The Company has a retention agreement for strategic and business
      consultancy services with a consulting firm dated February 1, 2005. (1)
      consulting fees of $25,000 upon execution of the agreement, and each
      subsequent month for a period of one year, (b) warrants to purchase an
      aggregate number of shares of the Company's common stock (i) equal to 9.8%
      of the outstanding common stock of Azur International as of the February
      1, 2005, or 4,093,708 shares at the exercise price per share equal to 50%
      of the average closing price for the common stock during the ten days
      immediately preceding February 1, 2005 ($1.691), and (c) finder's fees as
      stipulated in section 4-c of the retention agreement.

      The Company has a retainer agreement with a land planner dated February 3,
      2005 for land planning and golf course design services which are to take
      place in three stages. The fees for said services total $210,000, with
      $84,000 to be paid in shares of the Company's common stock. The remaining
      $126,000 is to be paid in cash and will be billed each month, based on the
      percentage of work completed.

      A one year consultant agreement dated May 6, 2005 is in effect between the
      Company and a consultant to develop programs to achieve the Company's
      public relations objectives. The compensation for the consultant's
      services shall be paid in 2,000,000 restricted shares of the Company's
      stock to be issued upon execution of the agreement on the date stated
      above.

      The Comptroller of Azur International signed an employment agreement with
      the Company dated August 30, 2005, for a term of one year, which shall
      renew automatically in one year periods. As per said agreement, the
      Executive's salary is $80,000 and shall increase at a rate of no less than
      5% per annum. The Executive shall receive a signing bonus of 25,000
      restricted shares of the Company's stock , and an additional performance
      bonus of $10,000 per quarter in restricted shares of the Corporation,
      contingent on the Corporation meeting quarterly filings with the SEC
      beginning with the third quarter of 2005.

N.    RELATED PARTY TRANSACTIONS-

      Rio Vista, LLC, a subsidiary of Azur Development Corp. has mortgages with
      banks on property owned that were financed in the individual name of a
      principal of the company. There are also bank accounts that are titled in
      the name of the same principal that belong to Rio Vista, LLC.

      A major shareholder of Azur International is also a minority owner in both
      Rio Vista, LLC and 48 Hendricks, LLC.


                                      F-11
<PAGE>

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

      During the previous two fiscal years, and the subsequent interim period,
our auditor has not resigned, declined to stand for re-election and was not
dismissed. During the previous two fiscal years, and the subsequent interim
period, there were no material disagreements with our auditor with respect to
any matter.

ITEM 8A.  CONTROLS AND PROCEDURES

EVALUATION OF CONTROLS AND PROCEDURES

      We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports under the Securities
Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and that such information is accumulated and
communicated to our management to allow timely decisions regarding required
disclosure. Management necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can
provide only reasonable assurance regarding management's control objectives.

      In July 2005 we carried out an evaluation, under the supervision and with
the participation of our management, including our Chairman and Chief Executive
Officer and General Counsel, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based upon that evaluation, the Chairman
and Chief Executive Officer and General Counsel concluded that our disclosure
controls and procedures were effective in alerting them in a timely manner to
information relating to the Company required to be disclosed in this report but
adopted additional disclosure controls and procedures to improve the quality and
timeliness of disclosure during our transition from a private to a public
company.

ITEM 8B.  OTHER INFORMATION

      None

                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth information regarding Azur's executive officers and
directors as of September 30, 2005.

Donald H. Goree, Director, Chairman and Chief Executive Officer, Age 47

      Mr. Goree was elected Chief Executive Officer of Azur in January 2004. He
has been Chairman and CEO of Harvest since June 1, 2005. Mr. Goree has over 25
years of experience in commercial and real estate investment, finance and
development.

Donald C. Winfrey, Director and President, Age 38

      Mr. Winfrey has been President and a director of Azur since January 1,
2005. He was elected President of Harvest on June 1, 2005. From 1997 to December
31, 2004 he held various positions with Xentel, Inc., including Vice President
of its U.S. operations; from 1992 to 1997 he held various positions with CD3
Storage Systems, including President. He has also served as Chairman to various
strategic planning and client development committees.


                                       13
<PAGE>

Jeffrey Grene, Chief Operating Officer, Age 62

      Mr. Grene has been Chief Operating Officer of Azur since July 1, 2005. Mr.
Grene was Vice President of Development of Azur and President of its subsidiary,
Azur Development Corp., from March 2004 to June 2005. Since December 1993 he has
engaged in a property development in Florida. From March 1990 to November 1993
he was Senior Vice President and Founding Partner of Regency Management, Inc., a
firm which managed over 2,500 apartment units. Prior to that he was a founding
partner and Senior Vice President of GMD, Inc., a real estate syndication and
development firm formed in 1981, based in Washington, D.C. GMD owned and managed
over 5,000 apartment units in North Carolina, Georgia, Tennessee and Florida.

Albert Lazo, Secretary, General Counsel and Director, Age 32

      Mr. Lazo has been General Counsel, Secretary of Azur since April 2004 and
a director of Azur since January 2005. He was elected as Secretary and a
director of Harvest on June 1, 2005. From February 2000 to April 2004, Mr. Lazo
was an associate attorney with the law firm of Richards and Polansky, P.C. in
Miami, Florida. From June 1999 to February 2000, he was an associate attorney at
the law firm of John G. Shieley, P.A., based in Miami, Florida.

Carl Crawford, Vice President of Golf Operations and President of The Grand
Shell Landing, Inc., Age 61

      Mr. Crawford has been Vice President of Golf Operations and the President
of Azur's subsidiary, The Grand Shell Landing, Inc., since Azur acquired the
Shell Landing Golf Course in November 2004. Mr. Crawford was a part owner of the
entity which sold the course to Azur and has actively involved in operations of
the golf course since 2002. Prior thereto he was a partner in HAM Marine, Inc.,
which was merged into Freide Goldman, Inc., a naval architect and marine
engineering company. Since July 2000 he has been the sole proprietor of GME, a
firm which operates a manufacturing facility for medical devices.

John Duggan, Director, Age 56

      Mr, Duggan has been a Director of Azur since October 2004.. Mr. Duggan
leads Azur's focus on U.K. home building and commercial development and is on
the Board of Azur's U.K. subsidiary, Airtek Safety Limited. He has extensive
experience in home building and commercial property development. He has held the
position of chief executive officer of two large London Stock Exchange listed
home building companies in the United Kingdom with valuations up to 1.6 billion
pounds sterling.


                                       14
<PAGE>

Otto Reich, Director, Age 59

      Mr. Reich has been a director of Azur since November 30, 2004. Since June
2004 he has been President of Otto Reich & Associates, LLC a private consulting
firm. From January 2002 to June 2004 he was a Special Envoy for the United
States National Security Counsel. From January 11, 2002 to June 30, 2004 he was
an Assistant Secretary of State for Western Hemisphere Affairs. Mr. Reich has
been Ambassador to Venezuela, a Special Advisor to the Secretary of State and an
Alternate U.S. Representative to the United Nations Human Rights Commission in
Geneva, Switzerland. He has spent over 30 years in hemispheric affairs, in
government, private enterprise and the U.S. military.

      There are no family relationships among any of the Company's directors and
officers, except that Donald H. Goree and Donald Winfrey are first cousins.

Section 16(a) Beneficial Ownership Reporting Compliance

Each of our officers and director, Donald Goree, Donald Winfrey and Albert Lazo,
Otto Reich, Jeffrey Grene and John Duggan, filed an Initial Statement of
Beneficial Ownership on Form 3 with respect to such person's ownership of Azur
common stock in on or before August 1, 2005. Such forms were filed late.

ITEM 10.  EXECUTIVE COMPENSATION

      None of our executive officers received any compensation for services to
Azur in the fiscal year ended December 31, 2002.

Employment and Consulting Agreements

      Donald Goree

      Mr. Goree entered into a Consulting Agreement with Azur on February 1,
2004 for a three year term expiring on February 1, 2007. Under the agreement
Azur issued to Mr. Goree 500,000 shares of Azur common stock in full payment of
his services for the 12 months ended February 1, 2005, Azur is obligated to
issue to Mr. Goree an additional 500,000 shares of Azur common stock and
$360,000, payable in bi-weekly installments, for his services to Azur for the 12
months ended February 1, 2006 and an additional 500,000 shares of Azur common
stock and $480,000, payable in bi-weekly installments, for his services to Azur
for the 12 months ended February 1, 2007. In addition, Azur provides to Mr.
Goree health insurance and the use of a company automobile. The agreement
terminates upon the death or disability of Mr. Goree and may be terminated by
Azur for "cause" (defined as a material breach of the agreement by Mr. Goree or
if Mr. Goree commits an act of fraud, gross negligence or dishonesty which has a
material adverse effect on Azur). In such events Azur shall pay to Mr. Goree all
compensation accrued through the day preceding the date of termination. The
consulting agreement was amended on March 28, 2005 to provide that Mr. Goree may
accept shares of Azur common stock or ten year warrants to purchase common stock
in lieu of cash compensation under the agreement. The amendment specifies how
such securities shall be valued.


                                       15
<PAGE>

      Donald Winfrey

      Mr. Winfrey entered into an Employment Agreement with Azur effective
September 1, 2004 for a term of three years. Under the agreement Mr. Winfrey is
employed as the President of Azur commencing September 1, 2004 at salary payable
at the rate of $240,000 per annum in bi-weekly installments. In addition, Mr.
Winfrey received a signing bonus of 166,666 shares of Azur common stock and is
entitled to a $400 per month stipend for health insurance. The employment
agreement shall be extended for additional terms of one year unless the
agreement is terminated by either party within 30 days prior to the end of the
initial term or any succeeding term. If extended, Mr. Winfrey's salary shall be
increased by at least 10% over the salary paid in the preceding term of the
agreement. The agreement may be terminated without cause by Azur or by Mr.
Winfrey for "good reason" (defined to include Azur's material violation of the
agreement which is not cured within 10 days after written notice to Azur of the
violation), in which case Mr. Winfrey's salary shall continue only for the
shorter of three months after the date of termination or the remaining balance
of the current term of the agreement. Azur may also terminate the agreement for
"cause" (defined to include Mr. Winfrey's willful appropriation or conversion of
Azur property for his own use, a material violation of the agreement by Mr.
Winfrey which is not cured within 10 days after written notice to him, substance
abuse and/or a refusal to submit to periodic substance screening tests or if a
case is brought against Mr. Winfrey for violation of any securities or corporate
laws). If the agreement is terminated for cause, Mr. Winfrey shall receive his
salary only through the termination date. Similarly, if he dies or becomes
disabled, Mr. Winfrey's estate shall be paid his salary through the date of his
death or he will be paid through the effective date of his disability (as
defined in the agreement).

      Albert Lazo

      Mr. Lazo entered into an Employment Agreement with Azur effective April
15, 2004 to be employed as Corporate Secretary and General Counsel of Azur for a
term of three years, which term shall be successively extended for additional
one year terms if neither party terminates the agreement within 30 days prior to
the end of the initial or succeeding terms. The agreement was amended on January
13, 2005, Under the agreement, as amended, Mr. Lazo is paid a salary at the rate
of $180,000 per annum in bi-weekly installments. In addition, Mr. Lazo received
a signing bonus of 50,000 shares of Azur common stock and is entitled to a $400
per month stipend for health insurance. If the term of his agreement is
extended, Mr. Lazo's salary shall be increased by at least 10% over the salary
paid in the preceding term of the agreement. The agreement may be terminated
without cause by Azur or by Mr. Lazo for "good reason" (defined to include
Azur's material violation of the agreement which is not cured within 10 days
after written notice to Azur of the violation), in which case Mr. Lazo's salary
shall continue only for the shorter of three months after the date of
termination or the remaining balance of the current term of the agreement. Azur
may also terminate the agreement for "cause" (defined to include Mr. Lazo's
willful appropriation or conversion of Azur property for his own use, a material
violation of the agreement by Mr. Lazo which is not cured within 10 days after
written notice to him, substance abuse and/or a refusal to submit to periodic
substance screening tests or if a case is brought against Mr. Lazo for violation
of any securities or corporate laws). If the agreement is terminated for cause,
Mr. Lazo shall receive his salary only through the termination date. Similarly,
if he dies or becomes disabled, Mr. Lazo's estate shall be paid his salary
through the date of his death or he will be paid through the effective date of
his disability (as defined in the agreement).


                                       16
<PAGE>

      Jeffrey Grene

      Mr. Grene and Azur entered into a Consulting Agreement dated as of
November 1, 2004 under which Mr. Grene provides consulting services on special
assignments, ,including on-site supervision of the projects. The term of the
agreement is from November 1, 2004 to October 31, 2005. The term of the
agreement shall be automatically extended for successive one year periods if
neither Mr. Grene nor Azur gives the other written notice of termination within
30 days prior to the expiration of the current term of the agreement. Mr. Grene
is entitled under the agreement to receive 10% of the net profits derived by
Azur from the projects Mr. Grene supervises which is to be paid 50% in cash and
50% in restricted stock of Azur. The initial cash consideration paid to Mr.
Grene shall be $20,000 monthly which shall be credited against any cash
consideration owed or paid to him under the agreement in the future. The first
project on which Mr. Grene has worked under the agreement is the Meritage
project. The agreement terminates upon the death or disability of Mr. Grene and
may be terminated by Azur for "cause" (defined as a material breach of the
agreement by Mr. Grene or if Mr. Grene commits an act of fraud, gross negligence
or dishonesty which has a material adverse effect on Azur). In such events Azur
shall pay to Mr. Grene all compensation accrued through the day preceding the
date of termination.

      Mr. Grene has also entered into an Employment Agreement with Azur
effective July 1, 2005 for a term of one year. Under the agreement, Mr. Grene is
employed as the Chief Operating Offier of Azur at a salary payable at the rate
of $60,000 per annum in bi-weekly installments. In addition, Mr. Grene received
a signing bonus of 50,000 shares of Azur common stock.

      The employment agreement shall be extended for additional terms of one
year unless the agreement is terminated by either party within 30 days prior to
the end of the initial term or any succeeding term. The agreement may be
terminated without cause by Azur or by Mr. Grene for "good reason" (defined to
include Azur's material violation of the agreement which is not cured within 10
days after written notice to Azur of the violation), in which case Mr. Grene's
salary shall continue only for the shorter of six months after the date of
termination or the remaining balance of the current term of the agreement. Azur
may also terminate the agreement for the "cause" (defined to include Mr. Grene's
willful appropriation or conversion of Azur property for his own use, a material
violation of the agreement by Mr. Grene which is not cured within 10 days after
written notice to him, substance abuse and/or a refusal to submit to periodic
substance screening tests or if a case is brought against Mr. Grene for
violation of any securities or corporate laws). If the agreement is terminated
for cause, Mr. Grene shall receive his salary only through the termination date.
Similarly, if he dies or becomes disabled, Mr. Grene's estate shall be paid his
salary and any shares due to him through the date of his death or he will be
paid through the effective date of his disability (as defined in the agreement).


                                       17
<PAGE>

      In addition, Mr. Grene shall receive on the first day of each month for
the term of the Agreement $5,000 in restricted shares of Azur. The value of the
shares shall be determined by averaging the closing price of the shares of Azur
for the trailing 21 days prior to the first of each month. Under the agreement
Azur also has given Mr. Grene the following guarantee: Under his consulting
agreement described above, Mr. Grene is currently receiving compensation either
directly or through an entity controlled by him in the amount of $20,000 monthly
(the "Meritage Developer Fees") for his services as developer of 48 Hendricks
LLC, a Florida limited liability company, known as the "Meritage" in which Azur
has a 63% interest. If Mr. Grene no longer receives the Meritage Developer Fees
not due to his actions but due to the finality of the Meritage Developer Fees in
the normal course of business, Azur agrees to either increase the salary of Mr.
Grene by the amount of the Meritage Developer Fees or place Mr. Grene as
developer, in a project that will guarantee that Mr. Grene shall continue
receiving such $20,000 monthly compensation.

      As a performance bonus under the employment agreement, Mr. Grene shall
receive 5% of the net profits derived by Azur from any project which has been
directly originated by Mr. Grene (the "Consideration"). The Consideration shall
be payable 1% in cash payments ("Cash Consideration") and 4% shall be paid in
restricted shares of Azur (the "Share Consideration"). The Cash Consideration
and the Share Consideration shall be paid within fifteen days after Azur
actually receives and recognizes the actual net profit of the certain project.
In addition, Mr. Grene shall receive 5% of the net profits derived by Azur from
the leasing of cranes to contractors, which has been directly referred by Mr.
Grene (the "Crane Consideration"). The Crane Consideration shall be payable 1%
in cash payments ("Cash Crane Consideration") and 4% shall be paid in restricted
shares of Azur (the "Share Crane Consideration"). The CashCrane Consideration
and the Share Crane Consideration shall be paid within fifteen days after Azur
actually receives and recognizes the actual net profit from the leasing of the
cranes to the contractors referred by Mr. Grene.

      John Duggan

      Mr. Duggan entered into a Consulting Agreement with Azur on October 5,
2004 under which he has been retained to be a director of Azur and the Chairman
of the Board and Chief Executive Officer of Azur Development (UK) Plc, a company
currently in the planning stage, to assist that company in acquiring United
Kingdom- based home builders and other business and to assist Azur in acquiring
Airtek Safety Limited. For his services under the agreement Mr. Duggan was paid
a base fee of 3,000,000 shares of Azur common stock.


                                       18
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

      The following table sets forth certain information as of July 1, 2005,
with respect to the ownership of Azur Common Stock by each director and
executive officer of Azur, and each person known by Azur to be the owner of more
than five percent of any class of Azur's voting securities.

NAME AND ADDRESS                      AMOUNT OF AND NATURE            PERCENTAGE
OF BENEFICIAL OWNER                   OF BENEFICIAL OWNERSHIP         OF CLASS
-------------------                   -----------------------         ----------

John Duggan                                 4,262,073(1)                 9.25%
Laila, Ashley Rise
Walton-on-Thames
Surrey K-T121, England

Aaron Baer                                  4,225,000                    9.17%
147 South Franklin Avenue
Valley Stream, New York

Carl Crawford                               3,493,939                    7.58%
3499 Shell Landing Boulevard
Gautier, Mississippi 39553

Naranjo Family L.P.                         3,216,633                    6.98%
3326 Mary Street, Suite 601
Coconut Grove, Florida 33133

Philip Salice                               2,901,101                    6.30%
One South Court
Bayshore, New York 11706

Donald H. Goree (2)                           700,000(3)                 1.52%

Donald Winfrey (2)                            371,666                     .80%

Albert Lazo (2)                               175,000                     .38%

Jeffrey Grene (2)                             100,000                     .28%

Otto Reich                                     50,000                     .14%
1101 30th Street, N.W., Suite 200
Washington, D.C. 20007

------------------

(1)   Includes 1,262,073 shares held by Spread Trustee, Ltd., as trustee of the
      John Duggan Settlement, a trust of which Mr. Duggan and certain other of
      his family members are beneficiaries.
(2)   The address of such person is 101 NE 3rd Avenue, Fort Lauderdale, Florida
      33301.
(3)   Does not include 80,000 shares owned by Mr. Goree's wife, as to which he
      disclaims beneficial ownership.


                                       19
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Donald H. Goree, Donald Winfrey are directors and executive officers of
Azur and John Duggan is a director of Azur. In addition, Carl Crawford and
Eduardo Naranjo beneficially own more than 5% of the common stock of Azur as of
June 30, 2005. The following paragraphs discuss certain transactions since
January 1, 2004 between the above persons and Azur since January 1, 2002.

      Donald H. Goree made interest free loans to Azur of $50,000 on April 13,
2005 and $9,800 on May 18, 2005. Azur repaid such loans in full. In
consideration of his making the $50,000 loan, Azur issued to Mr. Goree 100,000
shares of common stock of Azur on April 14, 2005. The stock is restricted as to
resale. Since December 15, 2004 Azur has provided to Mr. Goree on a rent free
basis the use of a home located on North Rio Vista Boulevard, Fort, Lauderdale,
Florida.

      Donald Winfrey made interest free loans to Azur of $50,000 on April 14,
2005 and $52,818.43 on May 1, 2005. In consideration of his making the $50,000
loan, Azur issued to Mr. Winfrey 100,000 shares of common stock of Azur on April
14, 2005. In consideration of his making the $52,818.43 loan, Azur issued to Mr.
Winfrey 5,282 shares of common stock of Azur on June 15, 2005, 2005. All of the
foregoing stock is restricted as to resale.

      Eduardo Naranjo is a partner in the Naranjo Family Limited Partnership
("NFLP"). On December 24, 2003 NFLP sold to Azur Development Corp., a wholly
owned subsidiary of Azur, 1% of the outstanding membership units in Place des
Arts LLC, a Florida limited liability company which owns the Place des Arts
condominium project in Fort Lauderdale, Florida. (Azur also purchased at such
time additional units constituting 2% of the outstanding membership interests in
Place des Arts, LLC from other persons.) The purchase price for the interest was
to be payable in cash 90 days after closing, but NFLP exercised an option
granted in the purchase agreement to convert such amount into 60,000 shares of
common stock Azur and such shares were issued to NFLP on February 11, 2004. The
shares are restricted as to resale.

      On February 10, 2004 NFLP sold to Azur 48.024 Class A units of membership
interests in 48 Hendricks LLC, a Florida limited liability company which owns
the Meritage Project (see "Background Information on Azur International. Inc. -
Meritage"). The units comprised approximately 20% of the outstanding membership
interests of 48 Hendricks LLC. (Azur also purchased additional units
constituting approximately 43% of the outstanding membership interests from
other persons.) The purchase price for the units sold by NFLP was $318,333 which
was paid $31,833 in cash at closing and $286,500 90 days after the closing, and
the issuance to NFLP of 206,453 shares of common stock of Azur, which were
issued on February 11, 2004 . The common stock is restricted as to resale.

      On November 26, 2003 NFLP sold to Azur a 1.5% partnership interest in a
Florida general partnership which owns a house located on North Rio Vista
Boulevard, Fort Lauderdale, Florida. (Azur also purchased at such time an
additional 1.5% interest from another person.) The purchase price for the
interest was to be payable in cash 90 days after closing, but NFLP exercised an
option granted in the purchase agreement to convert such amount into 30,000
shares of common stock of Azur and such shares were issued to NFLP on February
11,2004. The shares are restricted as to resale.


                                       20
<PAGE>

      On February 5, 2004 NFLP sold to Azur an additional 16.67% partnership
interest in the Rio Vista partnership for a purchase price of $60,000 payable 90
days after closing. The full amount was paid on April 14, 2004. (Azur also
purchased on February 5, 2004 an additional 33.33% interest from other persons.)
In connection with the purchase, Azur agreed to pay all carrying costs for the
real estate owned by the partnership until the property is sold.

      On November 16, 2004 Mr. Crawford and Azur entered into a Stock Exchange
Agreement in which Mr. Crawford exchanged his 50% interest in The Grand Shell
Landing, Inc., a Mississippi corporation, for 3,393,939 restricted shares of
common stock of Azur. Azur thereby acquired sole ownership of The Grand Shell
Landing, Inc. on that date. The Grand Shell Landing, Inc. had entered into a
purchase and sale agreement on June 1, 2004 with Shell Landing Golf LLC, a
Mississippi limited liability company in which Carl Crawford owned an
approximately 21.2% interest, to purchase the real estate and certain other
assets relating to the Shell Landing Golf Course in Gautier, Mississippi.

      On November 17, 2004 the parties closed the purchase. The $8,000,000
purchase price for the real estate and assets was funded by a $6,400,000 loan
from a financial institution secured by a first deed of trust on the property
and by the issuance by The Grand Shell Landing, Inc. to Shell Landing Golf, LLC
of a $1,400,000 promissory note secured by a second deed of trust on the
property and personal guarantees of Azur and Mr. Crawford. Mr. Crawford and Azur
also agreed to indemnify the lender of the $6,400,000 loan for certain claims
and liabilities arising under federal bankruptcy or state insolvency laws or
similar laws regarding creditors' rights relating to the acquisition of the
property by and the making of the loan to The Grand Shell Landing, Inc.

      In connection with the November 16, 2004 Stock Exchange Agreement between
Mr. Crawford and Azur, Mr. Crawford and Azur entered into a Put Option Agreement
under which Azur granted to Mr. Crawford certain options to put back to Azur up
to 2,909,091 shares of the Azur Common Stock issued in the exchange for $.55 per
share during certain periods commencing nine months after the date of the
agreement and ending one year and fifteen days after the date of the agreement.
The shares subject to the put options were placed and continue to be held in
escrow under an escrow agreement.

      In addition, on November 17, 2004 Mr. Crawford agreed with the other
members of Shell Landing, LLC that in exchange for the redemption of his entire
interest in Shell Landing Golf, LLC, the $1,600,000 promissory note from The
Grand Shell Landing, Inc. be reduced by $529,188.90. Mr. Crawford agreed to do
this as partial consideration for Azur's agreement to enter into the stock
exchange agreement with Mr. Crawford.

      Mr. Crawford owns 33.33% of the membership interests in Live Oak
Investments, LLC, a Delaware limited liability company ("Live Oak"). On February
14, 2005 Live Oak loaned Azur $700,000. As of June 14, 2005 the entire principal
amount of the loan together with $23,333in interest on such loan was
outstanding.


                                       21
<PAGE>

      On April 13, 2005 Live Oak loaned an additional $50,000 to Azur. The loan
is evidenced by a promissory not which provides for the repayment of the entire
principal plus interest at the rate of 10% per annum on August 14, 2005.

      On April 13, 2005 Mr. Crawford personally loaned to Azur $50,000. The loan
was repaid on May 4, 2005. In lieu of interest on April 14, 2005 Azur issued to
Mr. Crawford 100,000 shares of common stock of Azur in consideration of the
loan. The shares are restricted as to resale.

      John Duggan is the beneficiary of a trust which was one of the
shareholders who sold common stock of Airtek Safety Limited to Azur on February
24, 2005. The purchase price for the trust's shares was (pound)1,690,880
(approximately $3,111,219). The purchase price is payable on August 24, 2005.
The trust has the option to acquire 1,037,073 shares of Azur common stock in
lieu of receiving the cash purchase price.

      Except as discussed above, none of the directors, executive officers,
holders of five percent of the outstanding Azur common stock, or any associate
or affiliate of such person, have, to the knowledge of Azur, had a material
interest, direct or indirect, during the two fiscal years ended December 31,
2004 and 2003, in any transaction or proposed transaction which may materially
affect Azur.

      No executive officer, present director, proposed director or any member of
these individuals' immediate families or any corporation or organization with
whom any of these individuals is an affiliate is or has been indebted to Azur
since the beginning of its last fiscal year.

ITEM 13.  EXHIBITS.

Exhibit No. Description
----------- --------------------------------------------------------------------

3.1         Amended and Restated Articles of Incorporation of Hotyellow98.com,
            Inc. (n/k/a Azur International, Inc.).*

3.2         By-laws of Union Chemical Corp. (n/k/a Azur International, Inc.).*

4.1         Warrant to Purchase 100, 000 shares of Common Stock of Azur issued
            to Lippert/Heilshorn & Associates, Inc. *

4.2         Warrant to Purchase 4,093,708 shares of Common Stock of Azur issued
            to Newpoint Advisors LLC.*


                                       22
<PAGE>

10.1        Stock Exchange Agreement dated as of January 23, 2004 between the
            shareholders of Mingo Bay Development Corp. ("Mingo Bay") and Azur.*

10.2        Consulting Agreement, dated May 31, 2005 between Azur and
            Lippert/Heilshorn & Associates, Inc. Incorporated by reference to
            Exhibit 10.60 to the Registration Statement on Form S-4 (file No.
            333-126713) filed by New Harvest Capital Corporation on July 20,
            2005.

10.3        Partnership Interest Purchase Agreement dated November 26, 2003
            between Naranjo Family Limited Partnership ("NFLP"), Randy
            Herscovici ("Herscovici") and Mingo Bay.*

10.4        Partnership Interest Purchase Agreement dated February 5, 2004
            between NFLP, Herscovici and Mingo Bay.*

10.5        Membership Interest Purchase Agreement dated November 26, 2003
            between NFLP, Herscovici, Navarro Family Limited Partnership
            ("Navarro') and Mingo Bay.*

10.6        Membership Interest Purchase Agreement dated February 10, 2004
            between NFLP, Herscovici, Navarro and Mingo Bay.*

10.7        Amended Operating Agreement of 48 Hendricks, LLC.*

10.8        Real Estate Partnership Agreement (Rio Vista), dated August 25,
            2002.*

10.9        Purchase and Sale Agreement dated May 26, 2004 among Shell Landing
            Golf LLC, The Grand Shell Landing Golf, LLC and Richards & Polansky,
            P.A.*

10.10       Addendum to Purchase and Sale Agreement, dated September 27, 2004
            between Shell Landing Golf LLC, The Grand Shell Landing Golf, LLC.*

10.11       Addendum to Purchase and Sale Agreement, dated November 7, 2004
            between Shell Landing Golf LLC, The Grand Shell Landing Golf, LLC.*

10.12       Addendum to Purchase and Sale Agreement, dated November 12, 2004
            between Shell Landing Golf LLC, The Grand Shell Landing Golf, LLC.*

10.13       Indemnity Agreement dated November 17, 2004 among The Grand Shell
            Landing, Inc., Carl Crawford ("Crawford") and Azur.*

10.14       Warranty Deed from Shell Landing Golf, LLC to The Grand Shell
            Landing, Inc.*

10.15       Purchase Money Promissory Note in the principal amount of $1,600,000
            dated November 17, 2004 from The Grand Shell Landing, Inc. and
            Crawford to the order of Shell Landing Golf, LLC.*

10.16       Employment Agreement dated July 12, 2005 between Azur and Jeffrey
            Grene.*

10.17       Promissory Note in the principal amount of $6,400,000 dated November
            17, 2004 from The Grand Shell Landing, Inc. to the order of Textron
            Financial Corporation ("Textron") .*


                                       23
<PAGE>

10.18       Assignment of Leases, Rents and Contracts from The Grand Shell
            Landing, Inc. to Textron.*

10.19       Deed of Trust, Security Agreement and Fixture Filing dated as of
            November 17, 2004 from The Grand Shell Landing, Inc. to Textron.*

10.20       Stock Exchange Agreement dated November 16, 2004 between Crawford
            and Azur.*

10.21       Put Option Agreement dated November 16, 2004 between Crawford and
            Azur.*

10.22       Escrow Agreement dated November 16, 2004 between Crawford, Azur and
            Stephen Burrow.*

10.23       Design Contract dated July 20, 1999 among Shell Landing Development,
            Inc. and McIntyre Golf Development and Love Enterprises and
            Associates, Inc. and Davis Love III.*

10.24       Letter, dated November 10, 2004 from Love Enterprises and
            Associates, Inc. to The Grand Shell Landing, Inc.*

10.25       Convertible Secured Promissory Note dated December 29, 2004 in the
            principal amount of $3,000,000 from Azur to Efficient Management Co.
            and amendment thereto.*

10.26       Promissory Note dated March 8, 2005 in the principal amount of
            $100,000 from Azur to Stepping Stones Partners, L.P. *

10.27       Loan Agreement dated February 14, 2005 between Azur and Live Oak
            Investments Group, LLC ("Live Oak").*

10.28       Promissory Note dated February 14, 2005 in the principal amount of
            $700,000 from Azur to Live Oak.*

10.29       Stock Purchase Agreement dated February 24, 2005 between Azur and
            the shareholders of Airtek Safety Limited (the "Airtek
            Shareholders").*

10.30       Escrow Agreement dated February 24, 2005 among Azur, the Airtek
            Shareholders and Marrache & Co.*

10.31       Consulting Agreement dated February 1, 2004 between Azur and Donald
            Goree.*

10.32       First Addendum, dated March 28, 2005 to Consulting Agreement with
            Donald Goree.*

10.33       Employment Agreement dated April 15, 2004 between Azur, Azur
            Development Corp. and Albert Lazo.*

10.34       First Addendum, dated January 13, 2005 to Employment Agreement with
            Albert Lazo.*

10.35       Employment Agreement dated September 1, 2004 between Azur and Donald
            Winfrey.*


                                       24
<PAGE>

10.36       Consulting Agreement dated November 1, 2004 between Jeffrey Grene
            and Azur.*

10.37       Consulting Agreement dated October 5, 2004 between Azur and John
            Duggan.*

10.38       Consulting Services Agreement dated March 10, 2004 between United
            Investments Management, Inc. and Azur.*

10.39       Stock Purchase Agreement dated June 1, 2005 between Azur and HVST
            Acquisition Corp. Incorporated by reference to Exhibit 1 to the
            Schedule 13D filed by Azur on June 15, 2005 to report ownership in
            Harvest.

10.40       Consulting and Investment Banking Services Agreement dated June 1,
            2005 between Venture Fund I, Inc. and Azur.*

10.41       Office Lease Agreement dated February 28, 2005 between CAPROC Third
            Avenue, LLC and Azur.*

10.42       Amended and Restated Operating Agreement of Place Des Arts LLC
            effective May 5, 2005.*

10.43       Convertible Secured Promissory Note dated May 31, 2005 in the
            principal amount of $840,000 from Azur to Efficient Management
            Trading Co.*

10.44       Amended Purchase and Sale Agreement dated January 12, 2005 among
            Shell Landing Development, Inc., Shell Landing Residences, LLC and
            Williams, Heidelberg, Steinberger & McElhaney, P.A.*

10.45       Purchase and Sale Agreement dated January 13, 2005 among Shell
            Landing Residences LLC, Azur-Shell Landing Development LLC and
            Michael L. Fondren.*

10.46       Consulting Agreement dated February 1, 2005 between Newpoint
            Advisors, LLC and Azur.*

10.47       Securities Purchase Agreement dated June 1, 2005 between Azur,
            Omicrom Master Trust and Robert and Kathleen Cohen Family Trust.*

10.48       Membership Interest Security Agreement dated June 1, 2005 between
            Omicrom Master Trust and Azur.*

10.49       Retainer Agreement dated February 3, 2005 between Pittman Poe &
            Associates, Inc. ("Pittman") and Azur.*

10.50       First Addendum to Retainer Agreement between Azur and Pittman.*

10.51       12% Convertible debenture Due June 1, 2006 in the principal amount
            of $700,000 from Azur to Omicrom.*

10.52       12% Convertible debenture Due June 1, 2006 in the principal amount
            of $700,000 from Azur to Robert and Kathleen Cohen Family Trust.*


                                       25
<PAGE>

10.53       Promissory Note dated June 15, 2005 in the principal amount of
            $250,000 from Azur to NFLP.*

10.54       Construction Loan Agreement dated January 5, 2005 between 48
            Hendricks, LLC and Colonial Bank, N.A.*

10.55       Consolidated Promissory Note in the principal amount of $10,685,000
            dated January 5, 2005 from 48 Hendricks, LLC to the order of
            Colonial Bank, N.A.*

10.56       Adjustable Rate Note in the principal amount of $1,035,000 dated
            September 12, 2002 from Eduardo Naranjo (assignor to Rio Vista
            partnership) and HomeBanc Mortgge Corporation.*

10.57       Mortgage dated September 12, 2002 from Eduardo Naranjo (assignor to
            RioVista general partnership)and HomeBanc Mortgage Corporation.*

10.58       Extension Agreement dated May 6, 2005 between Azur and Efficient
            Management Trading Co., Inc.*

10.59       Motor Vehicle Lease Agreement dated April 27, 2005 between Azur and
            Alpine Jaguar.*

21.1        Subsidiaries of Azur.*

23.1        Consent of Baum & Company, P.A.

23.2        Consent of Goldstein Golub Kessler LLP.*

31.1        Certification of Principal Executive Officer pursuant to Exchange
            Act Rule 13a-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.**

31.2        Certification of Principal Accounting Officer pursuant to Exchange
            Act Rule 13a-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.**

32.1        Certification of Principal Executive Officer pursuant to 18 U.S.C.
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.**

32.2        Certification of Principal Accounting Officer pursuant to 18 U.S.C.
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.**


*     Incorporated by reference to the same numbered exhibit in the Registration
      Statement on Form S-4 of New Harvest Capital Corporation (File No.
      333-126713) filed on July 20, 2005.

**    Filed herewith.


                                       26
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

No accountants' fees were billed to us for the fiscal years ended December 31,
2002 or December 31, 2001

Pre-Approval of Services by the Independent Auditor

      The Board of Directors has adopted a policy for approval of audit and
permitted non-audit services by our independent auditor. The Board will consider
annually and approve the provision of audit services by our external auditor and
consider and, if appropriate, approve the provision of certain defined audit and
non-audit services. Our management, may, however, approve de minimus amounts for
non-audit services without the approval of the Board.

      The Board also will consider on a case-by- case basis and, if appropriate,
approve specific engagements in excess of $15,000. Any proposed specific
engagement may be presented to the Board for consideration at its next regular
meeting. During the fiscal year ended December 31, 2003, 100% of the Audit
Related Fees and all other fees were approved by the Board.


                                       27
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        AZUR INTERNATIONAL, INC.


                                        By: /s/ Donald Winfrey
                                            ------------------------------------
                                            Donald Winfrey, President

Dated: October 17, 2005

      In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


/s/ Donald H. Goree                                             October 17, 2005
-------------------------------------------
Donald H. Goree, Chairman and
Chief Executive Officer


/s/ Donald Winfrey                                              October 17, 2005
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President and Director


/s/ Albert Lazo                                                 October 17, 2005
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Albert Lazo, Secretary, General Counsel
and Director


/s/ Nora Zampieri                                               October 17, 2005
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Nora Zampieri, Principal Accounting Officer



-------------------------------------------
John Duggan, Director



-------------------------------------------
Otto Reich, Director


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