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, 2004

[   ] 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]

<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's revenues for the fiscal year ended December 31, 2004 were
$229,496.

         On July 21, 2005, the aggregate market value of the voting common
equity of Azur International, Inc., held by non-affiliates of the Registrant was
$24,459,899 based on the closing price of $.84 for such common stock on said
date as reported by pinksheets.com. On such date, we had 48,614,369 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

<PAGE>

                            AZUR INTERNATIONAL, INC.
                                    Form 10-K
                       Fiscal Year Ended December 31, 2004

                                Table of Contents
                                -----------------

PART I                                                                      Page
------                                                                      ----

Item 1.   Description of Business............................................1
Item 2.   Description of Property............................................6
Item 3.   Legal Proceedings..................................................7
Item 4.   Submission of Matters to a Vote of Security Holders................7


PART II
-------

Item 5.   Market for Common Equity, Related Stockholder Matters
            and Small Business Issuer Purchases of Equity Securities.........7
Item 6.   Management's Discussion and Analysis or Plan of Operation......... 10
Item 7.   Financial Statements ..............................................18
Item 8.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure.........................................19
Item 8A.  Controls and Procedures............................................19
Item 8B.  Other Information..................................................19



PART III
--------

Item 9.   Directors and Executive Officers of the Registrant.................20
Item 10.  Executive Compensation.............................................22
Item 11.  Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters..................................26
Item 12.  Certain Relationships and Related Transactions.....................27
Item 13   Exhibits...........................................................30
Item 14.  Principal Accountant Fees and Services.............................35


Signatures....................................................................36


<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.


                                       1
<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 and a
master planned resort community, 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 tower cranes manufactured by Arcomet
         of Belgium, the holder of the other 50% interest in the joint venture.


                                       2
<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


                                       3
<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.

      ASLD II is wholly owned by Azur Shell Landing Resort, Inc., a Mississippi
corporation. Azur has entered into an agreement to acquire up to an 80% equity
interest in this corporation. 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 1,851square 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.


                                       4
<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.


                                       5
<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. Such 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
European Union 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


                                       6
<PAGE>


      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.

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, 2004.

                                     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 July 21, 2005, 48,614,369 shares of common stock were
outstanding.

      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


                                       7
<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, 2003, we issued the following
securities in transactions which were not registered under the Securities Act of
1933, as amended (the "Securities Act"):

      In February 2004 the Company issued 9,050,000 shares of its common stock
for the acquisition of Azur Development Corp. Also as part of the overall
transaction, the Company issued 4,330,000 shares of its common stock pursuant to
a "Membership Interest Agreement" in 48 Hendricks, LLC and 10,197,649 shares of
common stock to various individuals for their efforts, cooperation and/or
services performed on behalf of the Company. All shares were valued at $.01. All
of the issuances were made in private placement transactions under an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act") afforded by Section 4(2) of the Securities Act.

      In February 2004 the Company sold 4,000,000 common shares for $200,000 in
an exempt transaction.

      In April 2004 the Company issued 230,769 shares of common stock at $.01 in
consideration of the acquisition of a 100% interest in a Commercial Agreement
relating to a property in Ft. Lauderdale, Florida. The issuance was made in a
private placement transaction under an exemption from the registration
requirements of the Securities Act afforded by Section 4(2) of the Securities
Act.


                                       8
<PAGE>


      In April 2004 the Company issued 606,250 shares of common stock for fees,
at $.01 per share. The issuance was made in a private placement transaction
under an exemption from the registration requirements of the Securities Act
afforded by Section 4(2) of the Securities Act.

      In April 2004 the Company issued 1,791,250 shares of common stock for
stock subscriptions for a value of $975,000. The issuances were made in private
placement transactions under an exemption from the registration requirements of
the Securities Act afforded by Section 4(2) of the Securities Act.

      In June 2004, the Company entered into an agreement with a European
company to exchange stock for the Company, at which time 6,050,000 shares were
issued at $.01. The agreement was rescinded on September 30, 2004 and the
Company is to receive and cancel all shares issued in the transaction.

      In July 2004 the Company issued 761,101 shares of common stock for
services rendered at $.01 per share. The issuance was made in a private
placement transaction under an exemption from the registration requirements of
the Securities Act afforded by Section 4(2) of the Securities Act.

      In August 2004 the Company issued 20,000 shares of common stock as
additional consideration for loans at $.01 per share. The issuances were made in
private placement transactions under an exemption from the registration
requirements of the Securities Act afforded by Section 4(2) of the Securities
Act.

      In September 2004 the Company issued 5,000,000 shares of common stock, at
..01 per share, for services rendered, at $.01 per share. The issuance was made
in a private placement transaction under an exemption from the registration
requirements of the Securities Act afforded by Section 4(2) of the Securities
Act.

      In October 2004 the Company issued 1,216,666 shares of common stock as
additional compensation for executives signing employment contracts, at $.01 per
share. The issuances were made in private placement transactions under an
exemption from the registration requirements of the Securities Act afforded by
Section 4(2) of the Securities Act.

      In November 2004 and January 2005, the Company issued 1,443,734 and
2,146,666 shares of common stock, respectively, in consideration of the
acquisition of Airtek Safety Ltd. (a United Kingdom company). This stock of Azur
is being held in escrow pending consummation of the terms of the acquisition.
This consideration is due on August 21, 2005. The issuances were made not
subject to the registration requirements of the Securities Act because they were
made pursuant to Regulation S.


                                       9
<PAGE>


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

Introduction

      Azur is a diversified real estate development company with operations in
the United States and the United Kingdom. Our lines of business include real
estate development and operation, and the sale and rental of capital equipment
to the construction industry. The year 2004 was effectively Azur's initial year
of significant operations, much of which was spent on organizational and
administrative matters.

      In 2004 we made initial acquisitions of interests in real estate
properties and development projects that now comprise our real estate
activities. These acquisitions, included among other things, interests in the
Place des Arts and Meritage condominium development projects, and the Grand
Shell Landing Golf Course.

      In February, 2005, we acquired Airtek Safety Limited, which provides us
with diversified revenue streams related to construction, and provides us with a
U.K. - based management team to lead planned efforts to expand our real estate
development activities to the United Kingdom and Europe.

      In the first quarter of 2005 we commenced development activity on the
Meritage condominium project in Ft. Lauderdale, Florida.

      During the year ended December 31, 2003, Azur had only minimal operations.
Accordingly, the analysis below addresses only Azur's financial results for the
year ended December 31, 2004.

Results of Operations

Total Revenue and Gross Profit

      For the year ended December 31, 2004, total revenues were $440,189, which
were comprised primarily of rents from interests in buildings which were
subsequently demolished to make way for the new Meritage project and from a
tenant of the house owned by the Rio Vista partnership, as well as $229,000 in
revenue from golf course operations from November 15, 2004, the date of the
acquisition of The Grand Shell Landing Golf Club, to December 31, 2004.

Cost of Sales

      Cost of sales for the fiscal year ended December 31, 2004 were $33,379 and
were comprised entirely of inventory costs for equipment, clothing, food, and
beverages of items sold through the retail outlets in the golf course clubhouse.

General and Administrative


                                       10
<PAGE>


      General and administrative expenses were $1,830,761 for the year ended
December 31, 2004 and were comprised primarily of: consulting fees related to
capital raising efforts, real estate advisory, and services provided under the
terms of consulting agreements with various members of management ($448,000),
travel and entertainment ($325,000), salaries ($193,000) and real estate taxes
($169,000).

Net Loss

      Azur is substantially in the pre-revenue phase of its business plan. The
net loss for the year ended December 31, 2004 of $1,725,804 reflects the early
stage of our business operations as costs are being incurred in connection with
acquisition activities and to create management infrastructure, and as
pre-development expenses are paid in connection with new real estate development
projects.

Liquidity and Capital Resources

      At December 31, 2004 we had a net working capital deficit of $2,699,473,
including the current portions of long term debt and capital lease obligations
of $3,174,205.

      Management is currently pursuing multiple financing alternatives with
respect to satisfying these liabilities, including (a) raising additional equity
capital (b) restructuring the terms of these existing debt obligations, and (c)
issuing additional debt securities. There can be no assurance, however, that
such additional funds will be available, or, if available, available on
commercially acceptable terms.

      There are other factors and risks that could impair our ability to meet
current obligations in the future. A significant portion of our expected future
cash inflows are dependent upon successfully completing and closing sales on the
various condominium development projects that are now planned or underway.
Please refer to the Risk Factors section of this document for a more complete
description of the risks attendant to our real estate development and other
business activities.

Discussion of Certain Current Assets and Liabilities

Accounts receivable

      Our accounts receivable at December 31, 2004 amounted to $37,407 which was
comprised primarily of membership dues and charges billed for golf course
events.

Inventory


                                       11
<PAGE>


      At December 31, 2004, our inventory was $65,441 which consisted of golf
apparel and equipment and food and beverage stocks in the retail outlets of The
Grand Shell Landing Golf Club.

Accounts Payable

      At December 31, 2004 accounts payable and accrued expenses totaled
$416,333 and consisted primarily of $37,000 in trade payables, $206,000 of
accrued interest and property taxes, $34,000 of accrued payroll and payroll
taxes, and $117,000 of accrued general and administrative expenses.

Analysis of Cash Flow

Cash flow used in operations

      Cash used in operations totaled $1,154,994, comprised primarily of our net
loss of $1,725,804, offset by an increase of approximately $357,000 in accounts
payable, a decrease in other current assets of approximately $182,000 and the
issuance of common stock in lieu of cash for services provided under various
consulting agreements in the amount of approximately $213,000.

Cash flow used in investing activities

      Cash flow used in investing activities of $102,808 relates to the early
stage activities in our real estate development business, including the payment
of cash deposits on acquisitions and early-stage construction costs on our
condominium projects.

Cash flow from financing activities

         Cash flow from financing activities totaled $1,869,565 during 2004. We
issued a total of 5,435,000 shares of common stock for $1,175,000 in cash. An
additional 33,421,518 shares were issued in return for services provided and in
connection with acquisitions. These were non-cash transactions and thus not
reflected in cash flow from financing activities. Additional cash was raised
through minority partner contributions in the Rio Vista and Meritage
subsidiaries. Below are additional details with respect to our debt financing at
December 31, 2004.

                               DUE IN LESS         DUE            DUE
                               THAN 1              IN 1-3         AFTER 4
OBLIGATION                     YEAR                YEARS          YEARS
--------------------------------------------------------------------------------
Notes Payable                  $  2,970,601(1)     $        --    $  6,260,603

Mortgages                      $    154,182        $ 3,947,748    $    448,199
--------------------------------------------------------------------------------
Total cash obligations         $  3,124,783        $ 3,947,748    $  6,708,802


                                       12
<PAGE>


(1)  $695,000 of this amount was repaid in three installments in January and
     February, 2005 and a separate loan of $150,000 was repaid in January, 2005.

<TABLE>
<S>                                                                                                 <C>
Note Payable - Unsecured revolving line from finance company, with interest payable at 6% per
annum, commencing on October 1, 2004. Principal and interest to be paid on January 24, 2005,
unless amended in writing. This obligation was paid in full, in 3 installments as follows:
1/15/05 - $295,000, 1/26/05 -$200,000 and 2/16/05 - $200,000.                                       $     695,000

Equity Line of credit -Loan is in the name of a partner. Interest rate is variable (currently
at 6.375 %). Loan secured by Rio Vista property.                                                          154,182

Mortgage Payable - First Mortgage in name of a partner. Interest is at a
variable rate, currently 3.250 %. 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

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                                                                                                    3,361,125

Note Payable to finance company, monthly payments are variable, including interest of
6.75%, collateralized by Grand Shell Landing Golf Course, due November 2009                             6,400,000


Note Payable to finance company, monthly payments of $ 278, including imputed interest of 7%,
collateralized by equipment, due October 2006                                                               6,377

Note Payable to finance company, monthly payments of $ 277, including imputed interest of 6.49%
collateralized by equipment, due May 2007                                                                   7,389

Note payable to a finance company, monthly payments of $ 814, including imputed interest of
6.75%, collateralized by equipment, due October 2006                                                       16,029

Note Payable to a private investor with a term of 30 days and interest at 12%. This obligation
was satisfied on January 25, 2005.                                                                        150,000

Note Payable to private investor, due June 30, 2005 with interest payable at 12%                          450,000

Notes Payable to shareholders of acquired company, due January 31, 2005                                   435,598

Note Payable 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.       1,070,811
                                                                                                    --------------
                                                                                                    $  13,781,333
Total obligations

Less: short-term portion                                                                               (3,124,783)
                                                                                                    --------------

Long-term maturities                                                                                $  10,656,550
                                                                                                    --------------
</TABLE>


                                       13
<PAGE>


Critical Accounting Policies


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.

Revenue Recognition

      Real Property: Revenue is recognized under the full accrual method of
accounting upon the completed sale of real property held for development and
sale. All costs incurred directly or indirectly in acquiring and developing the
real property are capitalized. Revenues for sales and rentals generated from The
Grand Shell Landing, Inc. are also recognized under the full accrual method of
accounting.

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. Azur 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. Azur has not experienced any losses in such accounts
and believes the risk related to these deposits is minimal.

Property and Equipment

      Property and equipment are carried at cost and are being depreciated over
their useful lives using straight line depreciation methods. The estimated
useful lives of significant assets are as follows:

Equipment                                                            5 years
Land Improvements                                                   20 years
Buildings                                                           40 years


                                       14
<PAGE>


Leases

      Leases that transfer substantially all of the risks and benefits of
ownership are capital leases. Other leases are operating leases that are
expensed over the terms of the lease using the straight line method. Capital
leases are included in property and equipment and are amortized using the same
methods as used for depreciation of property and equipment



Construction Deposits

      Construction deposits amounting to $842,500 for the purchase of units in
the 48 Hendricks project are held in escrow with the Escrow Agent, Adorno &
Yoss, P.A., as per an Escrow Agreement dated August 25, 2004.


Allowance for Doubtful Accounts

      An allowance for doubtful accounts is estimated and recorded based on
Azur's historical bad debt experience. Management believes that all accounts
receivable will be collected within one year; therefore, an allowance for bad
debts is not necessary.


Inventory

      Inventory is stated at the lower of cost or market with cost determined
using the first-in, first-out method.

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, 2004 was 23,462,165 and the
resulting loss per share was $0.07.


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 $ 2,708,657.


                                       15
<PAGE>


                                                      Year ending
                                               --------------------------
                                                  December    December
                                                  31, 2004    31, 2003
                                               --------------------------
Statutory federal income tax rate                    34%         34%
Valuation allowance                                 (34)        (34)
Effective tax rate                                   -%          -%


Recent Accounting Pronouncements

      Statement of Financial Accounting Standards ("SFAS") No. 149 is effective
for contracts entered into or modified after June 30, 2003 and all of its
provisions should be applied prospectively. The changes in SFAS No. 149 improve
financial reporting by requiring that contracts with comparable characteristics
be accounted for similarly. This statement

      In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 150, "Accounting For Certain Financial Instruments with Characteristics of
both Liabilities and Equity". SFAS No. 150 changes the accounting for certain
financial instruments with characteristics of both liabilities and equity that,
under previous pronouncements, issuers could account for as equity. The new
accounting guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

      SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatory redeemable shares,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that
are liabilities under this SFAS is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

      Most of the provisions of SFAS No. 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this SFAS are consistent with
the FASB's proposal to revise that definition to encompass certain obligations
that a reporting entity can or must settle by issuing its own shares. This SFAS
is effective for financial instruments entered into or modified after May 31,
2003 and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatory redeemable financial
instruments of a non-public entity, as to which the effective date is for fiscal
periods beginning after December 15, 2004.


                                       16
<PAGE>


      In January 2003, and as revised in December 2003, the FASB issued
Interpretation No. 46, "Consolidation of Variable Interest Entities"
"Interpretation No. 46"), an interpretation of Accounting Research Bulletin
("ARB") No. 51", "Consolidated Financial Statements". Interpretation No. 46
addresses consolidation by business enterprises of variable interest entities,
which have one or both of the following characteristics: (i) the equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated support from other parties, which is
provided through another interest that will absorb some or all of the expected
losses of the entity; (ii) the equity investors lack one or more of the
following essential characteristics of a controlling financial interest: the
direct or indirect ability to make decisions about the entity's activities
through voting rights or similar rights; or the obligation to absorb the
expected losses of the entity if they occur, which makes it possible for the
entity to finance its activities; the right to receive the expected residual
returns of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.


      Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.


      Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December 15,
2004. This effective date includes those entities to which Interpretation No. 46
had previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation No. 46 to those entities that are considered to be
special-purpose entities no later than as of the end of the first reporting
period that ends after December 15, 2003.


      Interpretation No. 46 may be applied prospectively with a
cumulative-effect adjustment as of the date on which it is first applied or by
restating previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.


      In June 2003, the FASB issued an Exposure Draft for proposed SFAS entitled
"Qualifying Special Purpose Entities ("QSPE") and Isolation of Transferred
Assets", an amendment of SFAS No. 140 ("The Exposure Draft"). The Exposure Draft
is a proposal that is subject to change and as such, is not yet authoritative.
If the proposal is enacted in its current form, it will amend and clarify SFAS
140. The Exposure Draft would prohibit an entity from being a QSPE if it enters
into an agreement that obliged a transferor of financial assets, its affiliates,
or its agents to deliver additional cash or other assets to fulfill the
special-purposes entity's obligation to beneficial interest holders.

      In November 2004, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 151, Inventory Costs, which clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and wasted
material. SFAS No. 151 will be effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. We do not believe the adoption of
SFAS No. 151 will have a material impact on our financial statements.


                                       17
<PAGE>


      In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, which eliminates the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 will be
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. We do not believe the adoption of SFAS No. 153 will have a
material impact on our financial statements.

      In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
which establishes standards for transactions in which an entity exchanges its
equity instruments for goods or services. This standard requires a public entity
to measure the cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method
previously allowable under APB Opinion No. 25. In March 2005, the Securities and
Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) 107,
Share-Based Payment, which expresses views of the SEC Staff about the FASB.


      Management does not expect these recent pronouncements to have a material
impact on the Company's consolidated financial position or results of
operations.


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.


                                       18
<PAGE>


                            AZUR FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                          Page
                                                                        --------
INDEPENDENT AUDITOR'S REPORT                                               F-2
CONSOLIDATED BALANCE SHEET                                                 F-3
CONSOLIDATED STATEMENTS OF OPERATIONS                                      F-5
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                 F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS                                      F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                 F-9



                                       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, 2004 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the years ended December 31, 2004 and 2003. 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, 2004 and the results of their operations and
their cash flows for the years ended December 31, 2004 and 2003, in conformity
with U.S. generally accepted accounting principles.


/s/ BAUM & COMPANY, P.A.

Coral Springs, Florida
April 22, 2005


                                       F-2
<PAGE>


                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               December 31, 2004

<TABLE>
<CAPTION>
                                                                                       2004
                                                                                 ---------------
<S>                                                                                 <C>
                                                ASSETS

Current Assets

             Cash and Cash Equivalents                                              $   611,763
             Accounts Receivable                                                         37,407
             Inventory                                                                   65,441
             Prepaid Expenses                                                           135,451
             Other Receivables                                                           41,003
                                                                                 ---------------
                        Total Current Assets                                            891,065

Property, Plant & Equipment (net of accumulated depreciation                         14,151,198
             of  $30,432)

Other Assets

             Loan Acquisition Costs (net of amortization of $61,743.93)                 253,226
             Investments in Real Estate                                                 240,000
             Construction Deposits                                                      842,500
             Goodwill                                                                   152,172
                                                                                 ---------------
                        Total Other Assets                                            1,487,898
                                                                                 ---------------
TOTAL ASSETS                                                                       $ 16,530,161
                                                                                 ===============
</TABLE>


                                         F-3
<PAGE>


                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               December 31, 2004

<TABLE>
<CAPTION>
                                                                                       2004
                                                                                 ---------------
<S>                                                                                 <C>
             LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities

             Accounts Payable and Accrued Expenses                                    $ 416,333
             Current Portion-Notes and Mortgages Payable                              3,124,783
             Current Portion-Capital Lease Obligation                                    49,422
                                                                                 ---------------
                        Total Current Liabilities                                     3,590,538

Long-Term Debt

             Notes and Mortgages Payable                                             10,656,549
             Capital Lease Obligations                                                   75,783
             Liabilities Subject to Compromise from Bankruptcy                          752,971
                                                                                 ---------------
                        Total Long-Term Debt                                         11,485,303

Other Liabilities

             Real Estate Deposits Held                                                  842,500
                                                                                 ---------------
                        Total Other Liabilities                                         842,500

                                                                                 ---------------
                        Total Liabilities                                            15,918,341
                                                                                 ---------------

Stockholders' Equity

             Common Stock - $.01 par value, 200,000,000 shares authorized;
               shares issued and outstanding 39,225,600                                 392,256
             Non Controlling Interest in Subsidiary                                     890,337
             Additional Paid in Capital                                               2,037,884
             Accumulated Deficit                                                     (2,708,657)
                                                                                 ---------------
                         Total Stockholders' Equity                                      611,820

                                                                                 ---------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                           $ 16,530,161
                                                                                 ===============

</TABLE>

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


                                      F-4
<PAGE>


                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For the Years Ended December 31, 2004 and 2003


<TABLE>
<CAPTION>
                                                                          2004               2003
                                                                    -----------------   ----------------
<S>                                                                    <C>                 <C>
Revenues
       Sales                                                           $     229,496       $          -
       Rents                                                                 210,693                  -
                                                                    -----------------   ----------------
             Total Revenue                                                   440,189                  -

Cost of Sales                                                                 33,379                  -
                                                                    -----------------   ----------------
Gross Income                                                                 406,810                  -

Operating Expenses

             General & Administrative Expenses                             1,830,761                  -
                                                                    -----------------   ----------------
             Total Operating Expenses                                      1,830,761                  -
                                                                    -----------------   ----------------
Net Income (Loss) Before
             Other Income/(Expense)                                       (1,423,952)                 -

Other Income and (Expense)
             Other Income                                                        230                  -
             Other Expense                                                  (452,925)                 -
                         Total Other Income and (Expense)                   (452,695)                 -
                                                                    -----------------   ----------------
Net Income (Loss) from Continuing Operations                              (1,876,647)                 -
                                                                    -----------------   ----------------

Net Income (Loss) before adjustments for minority interest                (1,876,647)                 -
             Non Controlling Interest in Subsidiary                         (150,843)                 -
                                                                    -----------------   ----------------

Income (Loss) before Provision for Income Taxes                           (1,725,804)                 -

Provision for Income Taxes                                                         -                  -
                                                                    -----------------   ----------------

Net Income (Loss)                                                      $  (1,725,804)      $          -
                                                                    =================   ================
Net Loss per Weighted Average Number of
 Common Shares                                                         $       (0.07)      $          -
                                                                    =================   ================
Weighted Average Number of Common
 Shares Outstanding                                                       25,724,122            369,086
                                                                    =================   ================
</TABLE>


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


                                      F-5
<PAGE>


                     AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                             As of December 31, 2004


<TABLE>
<CAPTION>
                                                          Common           Common          Additional       Accumulated
                                                          Shares            Stock       Paid-In Capital       Deficit
----------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>              <C>               <C>
Balance at 12/31/03                                           369,086     $   3,691        $   226,191       $   (982,853)

Net Loss for the Year Ended 12/31/04                                                                           (1,725,804)

Issuance of Common Stock for Cash                           5,435,000        54,350          1,120,650

Issuance of Common Stock for Services                      21,305,841       213,058

Issuance of Common Stock for Acquisitions                  12,115,677       121,157            691,043


Balance 12/31/04                                           39,225,604     $ 392,256        $ 2,037,884       $ (2,708,657)
                                                        ====================================================================
</TABLE>

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


                                      F-6
<PAGE>


                    AZUR INTERNATIONAL, INC. & SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                 2004            2003
                                                                             --------------  --------------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
            Net Income (Loss)                                                  $(1,725,804)    $         -
            Adjustments to Reconcile Income (Loss) to Net Cash
            Provided (Used) for Operating Activities:
            Depreciation and Amortization                                           80,759               -
            Services paid by Isuance of Common Stock                               213,058               -
            Minority Shareholder Loss                                             (150,843)              -
            Changes in Assets and Liabilities:
                       Increase in Accounts Receivable                             (37,406)              -
                       Increase in Inventory                                        11,102               -
                       Increase in Prepaid Expenses                                (61,157)              -
                       Increase in Other Assets                                    182,828               -
                       Decrease in Other Current Liabilities                       (24,957)              -
                       Decrease in Accounts Payable & Accruals                     357,426               -
                                                                             --------------  --------------
            Net Cash Provided (Used) In Operations                              (1,154,994)              -
                                                                             --------------  --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
                       Increase in Building in Progress                            (43,688)              -
                       Increase in Real Estate Holdings                            (10,775)              -
                       Increase in Real Estate Deposits                            (50,000)              -
                       Purchase of Fixed Assets                                     (2,252)              -
                       Cash acquired on Acquisitions                                 3,907               -
                                                                             --------------  --------------

            Net Cash Provided (Used) in Investing Activities:                     (102,808)              -
                                                                             --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                       Proceeds from Sale of Common Stock                        1,175,000               -
                       Minority Shareholder Contributions                          541,527               -
                       Proceeds From Notes and LoansPayable                      1,295,000               -
                       Payments on Capital Leases                                   (4,319)              -
                       Payment of Notes and Loans Payable                       (1,137,643)              -
                                                                             --------------  --------------
            Net Cash Provided (Used) in Financing Activities:                    1,869,565               -
                                                                             --------------  --------------

Net Increase in Cash                                                               611,763               -

Beginning Cash                                                                           -

                                                                             --------------  --------------
Ending Cash                                                                    $   611,763     $         -
                                                                             ==============  ==============

SCHEDULE OF NONCASH ACTIVITIES:
            Common Stock Issued for Services                                   $   213,058     $         -
            Common Stock Issued for Acquisitions                                   812,200               -
            Property & equipment valued at $ 8,329,282 was acquired through
            issuance of debt and the assumption of capital leases and notes
            payable of $ 8,329,282.

SUPPLEMENTAL CASH FLOW INFORMATION
Interest Expense Paid                                                              389,368               -
Income Taxes Paid                                                                        -               -
</TABLE>


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


                                      F-7
<PAGE>


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

                           December 31, 2004 and 2003

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. BACKGROUND

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.

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

The Company is in the business of developing and marketing luxury residential
and resort properties. A subsidiary, The Grand Shell Landing, Inc. operates an
18-hole golf course, pro shop and restaurant. At the present time, The Grand
Shell Landing, Inc. generates golf-related revenues only; there is no real
estate activity.

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include accounts of Azur International,
Inc. and its wholly-owned subsidiaries. All material transactions have been
eliminated. The following is a list of subsidiaries and their respective
controlling interests:

Rio Vista, LLC - 53%
48 Hendricks. LLC - 63%
Azur Development Corp. - 100%
The Grand Shell Landing - 100%

C. 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.

D. REVENUE RECOGNITION

Real Property: Revenue is recognized under the full accrual method of accounting
upon the completed sale of real property held for development and sale. All
costs incurred directly or indirectly in acquiring and developing the real
property are capitalized. Revenues for sales and rentals generated from The
Grand Shell Landing, Inc. are also recognized under the full accrual method of
accounting.


                                      F-8
<PAGE>


E. 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.

F. 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.

G. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost and are being depreciated over their
useful lives using straight line depreciation methods. The estimated useful
lives of significant assets are as follows:

                  Equipment                        5 years
                  Land Improvements               20 years
                  Buildings                       40 years

H. LEASES

Leases that transfer substantially all of the risks and benefits of ownership
are accounted for as capital leases. Other leases are operating leases that are
expensed over the terms of the lease using the straight line method. Capital
leases are included in property and equipment and are amortized using the same
methods as used for depreciation of property and equipment

I. CONSTRUCTION DEPOSITS

Construction deposits amounting to $842,500 for the purchase of units in the 48
Hendricks project are held in escrow with the Escrow Agent, Adorno & Yoss, P.A.,
as per Escrow Agreement dated August 25, 2004.

J. ALLOWANCE FOR DOUBTFUL ACCOUNTS

An allowance for doubtful accounts is estimated and recorded based on the
Company's historical bad debt experience. Management believes that all accounts
receivable will be collected within one year; therefore, an allowance for
doubtful accounts is not necessary.


                                      F-9
<PAGE>


K. INVENTORY

Inventory is stated at the lower of cost or market with cost determined using
the first-in, first-out method.

L. 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, 2004 was 23,462,165 and the
resulting loss per share was $0.07.

M. 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 $2,708,657

                                                           Year ending
                                                          ------------
                                                          Dec. 31, 2004
                                                          ------------

                  Statutory federal income taxes               34%
                  Valuation allowance                         (34)
                  Effective tax rate                           -0%


                                      F-10
<PAGE>


NOTE 2 - 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.

An officer of the company is currently using a property owned by the corporation
personally.

NOTE 3 - EMPLOYMENT/CONSULTING AGREEMENTS

The following employment and consulting agreements are in effect as of December
31st, 2004:

   A. 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.

   B. 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.

   C. The Vice President of Operations of the Company has an employment
      agreement with a term of 3 years, commencing on September 1, 2004. His
      compensation, beginning on January 1, 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 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.

   D. 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.

   E. The Vice President of Development, who is also the President of the Azur
      Development subsidiary, has a Consulting Agreement with a term of 12
      months, commencing on November 1, 2004. After the initial term, the
      agreement shall renew automatically for additional 12 month terms, 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 of Azur at $.01.

   F. 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 3 years,
      commencing on October 5, 2004. His compensation is a base fee of 3,000,000
      of shares of common stock at $.01.


                                      F-11
<PAGE>


NOTE 3 - EMPLOYMENT/CONSULTING AGREEMENTS (continued)

   G. An international consulting company has a Consulting Agreement focusing on
      developing business in the European market, commencing on March 10, 2004,
      for a term of 12 months. Compensation is composed of a listing fee of
      $12,500 for listing application at a German Stock Exchange, and an
      engagement fee of 400,000 shares of common stock at $.01, paid on March
      10, 2004.

   H. 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 1, 2004, for a term of 2
      years, ending on August 1, 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.

NOTE 4 - CAPITAL TRANSACTIONS

In February 2004 the Company issued 9,050,000 shares of its common stock for the
acquisition of Azur Development Corp. Also as part of the overall transaction
the Company issued 4,330,000 shares of its common stock pursuant to a
"Membership Interest Agreement" in 48 Hendricks, LLC and 10,197,649 shares of
common stock to various individuals for their efforts, cooperation and/or
services performed on behalf of the Company. All shares were valued at $.01.

In February 2004 the Company sold 4,000,000 common shares for $200,000 pursuant
to an exempt transaction.

In April 2004 the Company cancelled two certificates for an aggregate of
3,500,000 common shares at $.01 per share.

In April 2004 the Company issued 230,769 shares of common stock at $.01 in
consideration of the acquisition of a 100% interest in a Commercial Agreement
relating to a property in Ft. Lauderdale, Florida.

In April 2004 the Company issued 606,250 shares of common stock for fees, at
$.01 per share.

In April 2004 the Company issued 1,791,250 shares of common stock for stock
subscriptions for a value of $975,000.

In June 2004, the Company entered into an agreement with a European company to
exchange stock for the Company, at which time 6,050,000 shares were issued at
$.01. The agreement was rescinded on September 30, 2004 and the Company is to
receive and cancel all shares issued in the transaction.


                                      F-12
<PAGE>



In July 2004 the Company issued 761,101 shares of common stock for services
rendered at $.01 per share.

In August 2004 the Company issued 20,000 shares of common stock as additional
consideration for loans at $.01 per share.

In September 2004 the Company issued 5,000,000 shares of common stock, at .01
per share, for services rendered, at $.01 per share.

In October 2004 the Company issued 1,216,666 shares of common stock as
additional compensation for executives signing employment contracts, at $.01 per
share.


                                      F-13
<PAGE>


NOTE 4 - CAPITAL TRANSACTIONS (continued)

In November 2004, 3,393,939 shares of common stock were issued for a value of
$2,000,000 in consideration of the acquisition of The Grand Shell Landing.;
1,447,010 of these shares are outstanding. The remaining 1,946,929 shares were
issued in escrow towards payment of the balance of $1,070,811 on the purchase of
the Grand Shell Landing, at the discretion of the seller.

In November 2004, the Company also issued 1,443,734 shares of common stock in
partial consideration of the acquisition of a United Kingdom Company, Airtek
Ltd. This stock is being held in escrow pending consummation of the terms of the
acquisition.

In November 2004, 24,000 shares of common stock were issued in consideration of
an extension on an existing agreement, valued at $.01 per share, 50,000 shares
at $.01 were issued in consideration of a loan agreement, 25,000 shares were
issued at $.01 per share for services, 10,000 shares valued at $.01 per share,
as a bonus to a corporate officer.

In December 2004, the company cancelled 4,350,000 of the subscriptions, valued
at $.01 per share, as part of the cancellation of the agreement entered into in
June 2004, with the European company.

NOTE 5 - ACCOUNTS RECEIVABLE

Accounts receivable consist of the following amount as of December 31, 2004:

         Golf Membership                    $   16,106

         Special Events                         21,300
                                            ----------
                                            $   37,406


NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2004:

          Land and Improvements                                $  11,495,704
             Less accumulated depreciation                           (19,182)
                                                               -------------
          Net Land and Improvements                            $  11,476,522

          Buildings                                            $   2,295,616
             Less accumulated depreciation                            (4,782)
                                                               -------------
         Net buildings                                         $   2,290,833

         Equipment & Fixtures                                  $     359,878
              Less accumulated depreciation                           (6,468)
                                                               -------------
         Net Equipment & Fixtures                              $     383,843
                                                               -------------
         Total Property & Equipment                            $  14,151,198
                                                               =============

* Total Depreciation Expense for the year ended December 31, 2004 was $30,432.


                                      F-14
<PAGE>


NOTE 7 - CAPITAL LEASES

Property held under capital Leases, included with property and equipment at
December 31, 2004 consists of the following:

         Equipment                                   $ 256,027
           Less: Accumulated depreciation               (4,267)
                                                     ----------
         Equipment capital lease-net                 $ 251,760

Capital lease obligations consist of the following at December 31, 2004:

         Non-cancelable leases, through 2008,        $ 125,205
             Secured by equipment
         Less: current portion of lease obligations    (49,422)
                                                     ----------
         Long-term capital lease obligations         $  75,783

The following is a schedule of future lease payments under capital leases for
years ending December 31:

2005                                                    $  49,422
2006                                                       43,757
2007                                                       42,813
2008                                                        1,830
Thereafter                                                      0
                                                        ---------
Total minimum lease payment                               137,822
  Less: Interest imputed at various rates                 (12,617)
                                                        ----------
Present value of minimum lease payments                 $ 125,205


NOTE 8- LONG TERM DEBT

Long term debt consists of the following

<TABLE>
<S>                                                                                             <C>
Note Payable -Unsecured revolving line from finance company, with interest payable at 6%
per annum, commencing on October 1, 2004. Principal and interest to be paid  on January 24,
2005, unless amended in writing.    This obligation was paid in full, in 3installments as
follows:  1/15/05 - $295,000,  1/26/05 -$200,000 and  2/16/05 - $200,000.                       $     695,000

Equity Line of credit -Loan is in the name of a partner. Interest rate is variable
(currently at 6.375 %).  Loan secured by Rio Vista property.                                          154,182

Mortgage Payable - First Mortgage in name of a partner. Interest is at a
variable rate, currently 3.250 %. 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

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                                  3,361,125
</TABLE>


                                      F-15
<PAGE>


NOTE 8 - LONG TERM DEBT (continued)

<TABLE>
<S>                                                                                             <C>
Note Payable to finance company, monthly payments are variable, including
interest of6.75%, collateralized by Grand Shell Landing golf course property,
due November 2009                                                                                   6,400,000

Note Payable to finance company, monthly payments of $ 278, including imputed interest of
7%, collateralized by equipment, due October 2006                                                       6,377

Note Payable to finance company, monthly payments of $ 277, including imputed interest of
6.49% collateralized by equipment, due May 2007                                                         7,389

Note payable to a finance company, monthly payments of $ 814, including imputed interest of
6.75%, collectivized by equipment, due October 2006                                                    16,029

Note Payable to a private investor with a term of  30 days and interest at 12%.  This
obligation was satisfied on January 25,2005.                                                          150,000

Note Payable to private investor, due June 30, 2005 with interest payable at 12%,                     450,000
subsequently extended to January 2006.

Notes Payable to shareholders of acquired company, due January 31, 2005                               435,598

Note Payable bearing interest at 6% on acquisition of The Grand Shell Landing
Golf Course to former owner. Owner has an option to purchase 1,946,929 shares of
the Company's stock, currently held in escrow, in lieu of payment of the note,
due on November 16, 2005.                                                                           1,070,811
                                                                                                -------------
Total obligations                                                                               $  13,781,333
  Less: short-term portion                                                                         (3,124,783)
                                                                                                -------------
Long-term maturities                                                                            $  10,656,550
                                                                                                -------------
</TABLE>

Maturities on the long-term obligations:

2005                  $ 3,124,783
2006                    3,553,487
2007                      191,500
2008                      202,761
Thereafter              6,708,802

NOTE 9 - LOAN ACQUISITION COSTS

Loan acquisition costs consist of the following:

         The Grand Shell Landing            $180,038
         Rio Vista, LLC mortgage              10,350
         48 Hendricks, LLC                   124,582
                                            --------
                                             314,970
         Less Accumulated Amortization       (61,744)
                                            --------
         Total Loan Acquisition Costs       $253,226
                                            ========


                                      F-16
<PAGE>


NOTE 9 - LOAN ACQUISITION COSTS (continued)

Loan costs are amortized as follows:

         The Grand Shell Landing            60 months
         Rio Vista, LLC                    120 months
         48 Hendricks, LLC                  35 months

Amortization Expense for the year ended December 31, 2004 totaled $50,327

NOTE 10 - COMMITMENTS & SUBSEQUENT EVENTS

   A. Current portion of Long-Term Debt with payment due dates through March 31,
      2004 have been paid or extended. See Footnote 8 - Long term debt.

   B. The Company has a commitment for $3,000,000 in loans from an investor, of
      which $450,000 was received through December 31, 2004. The balance of
      $2,550,000 was received during 2005.

   C. The $3,361,125 Mortgage secured by property held by 48 Hendricks, LLC was
      consolidated during January 2005, bringing the loan balance to
      $10,000,000.

   D. The company entered into an agreement to acquire up to 80% of the entity
      which owns 100% of the land surrounding the Grand Shell Landing Golf
      Course in Mississippi.

   E. Acquisition of Airtek Safety Limited. On February 24, 2005, the Company
      acquired 100% of the outstanding shares of Airtek Safety Limited (a United
      Kingdom corporation). Pursuant to the purchase agreement with shareholders
      of Airtek, Azur has agreed to pay 6.1 million pounds (approximately
      $11,224,000) on August 21,2005. 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 that the Company defaults on
      its obligation, the agreement will be rescinded and the escrowed shares
      will be returned to the Airtek shareholders.


                                      F-17
<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.

      At the conclusion of the period ended December 31, 2004, 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

      Azur acquired a 100% interest in the Shell Landing Golf Course on November
17, 2004 when Azur's wholly owned subsidiary, The Grand Shell Landing, Inc.,
purchased the golf course for $8,000,000 from Shell Landing Golf, LLC, a
Mississippi limited liability company of which 21.2% was owned by Carl Crawford,
who became Vice President of Golf Operations of the Company after the purchase.
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


                                      19
<PAGE>


      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.


                                    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 July 21, 2005.


                                       20
<PAGE>


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.

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.


                                       21
<PAGE>


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.

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 on or prior to August 1, 20052005. Such forms were filed late.

ITEM 10. EXECUTIVE COMPENSATION

       The following table provides information relating to compensation for the
fiscal year ended December 31, 2004 for our Chief Executive Officer and
compensation payable to other highly compensated executive officers whose total
salary and bonus (as determined pursuant to SEC rules) exceeded $100,000.


                                       22
<PAGE>


                                  Long Term Compensation

<TABLE>
<CAPTION>
                                                                            Awards                       Payouts


                                                                            Restricted     Securities
                                                           Other Annual     Stock          Underlying    LTIP       All
                                  Salary        Bonus      Compensation     Award(s)       Options/      Payouts    other
Name and Principal Position       ($)           ($)        ($)              ($)            SARs (#)      ($)        Comp.
<S>                               <C>           <C>        <C>              <C>            <C>           <C>        <C>

Donald Goree, Chairman                 0            0        2,581 (1)       1,400,900         0            0          0
and CEO

Donald Winfrey, President              0            0            0             381,710         0            0          0

Jeffrey Grene, Vice President     40,000            0            0             345,900         0            0          0
of Development

Albert Lazo, General Counsel      80,000            0          738             202,950         0            0          0
and Secretary
</TABLE>

(1) Commencing December 15, 2004 and pending the sale of such property, which
Azur is currently marketing, Azur has provided to Mr. Goree the rent-free use of
a 2 bedroom house located on North Rio Vista Boulevard, Fort Lauderdale,
Florida. The property is owned by a general partnership in which Azur has a 53%
interest. Azur is carrying all costs for the property, including debt service,
taxes and utilities. The value of the benefit to Mr. Goree of living in such
property on a rent-free basis for two weeks in 2004 is not included in the
table.

Director Compensation

      Otto Reich was issued 50,000 shares of Azur common stock upon his election
as a director of Azur. Eduardo Naranjo, who served as a director of Azur from
February 11, 2004 to December 31, 2004 was awarded 3,000,000 shares of common
stock of Azur on February 11, 2004 and 500,000 shares of common stock of Azur on
October 27, 2004 for services to Azur.

 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.


                                       23
<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).


                                       24
<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).


                                       25
<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.


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


                                       26
<PAGE>


      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.

<TABLE>
<CAPTION>
       NAME AND ADDRESS                                 AMOUNT OF AND NATURE               PERCENTAGE
       OF BENEFICIAL OWNER                              OF BENEFICIAL OWNERSHIP            OF CLASS
<S>                                                        <C>                                <C>
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
</TABLE>

------------------------------
(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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                                       27
<PAGE>


      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, 2003.

      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.


                                       28
<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.


                                       29
<PAGE>


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

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.*


                                       30
<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.*


                                       31
<PAGE>


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") .*

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.*


                                       32
<PAGE>


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.*

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.*



                                       33
<PAGE>


10.52          12% Convertible debenture Due June 1, 2006 in the principal
               amount of $300,000 from Azur to Robert and Kathleen Cohen Family
               Trust.*

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 Financial 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.


                                       34
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth the fees billed to us for the fiscal years ended
December 31,  2004 and 2003 by Baum & Co., P.A.:


                                         Fiscal Year             Fiscal Year
                                             Ended                  Ended
                                       December 31, 2003       December 31, 2004
                                       -----------------       -----------------
          Audit Fees                       $35,000                  $40,000
          Audit Related Fees (1)                 0                   20,000
          Tax Fees  (2)                          0                        0
          All Other Fees                         0                        0


      (1)   Consists of fees for services relating to accounting consultation
            and review of documents filed with the SEC.

      (2)   Consists of tax filing and tax related compliance and other
            advisory services.

      Our Board  of  Directors  determined  that  the provision of the above
non-audit  services is compatible with Baum & Co., P.A. maintaining its
independence.

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.


                                       35
<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: August 12, 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                                             August 12, 2005
----------------------------------------
Donald H. Goree, Chairman and Chief Executive Officer

/s/ Donald Winfrey                                              August 12, 2005
----------------------------------------
President and Director

/s/ Albert Lazo                                                 August 12, 2005
----------------------------------------
Albert Lazo, Secretary, General Counsel
and Director

/s/ Nora Zampieri                                               August 12, 2005
----------------------------------------
  Nora Zampieri, Principal Accounting Officer


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


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


                                       36