SOURCE: Azur International, Inc.

November 08, 2006 11:12 ET

Letter to Shareholders

FT. LAUDERDALE, FL -- (MARKET WIRE) -- November 8, 2006 -- Azur International, Inc. (PINKSHEETS: AZRI) is a luxury residential, hotel and resort development company.

The following is written as an update to a shareholder letter dated February 22, 2006 regarding the proposed Azur International, Inc. distribution of Azur Holdings, Inc. ("AZHI" or "Azur Holdings") shares.

As set out in the last paragraph of the letter dated February 22, it is the intention of Azur International's board of directors to declare a dividend and distribute the AZHI shares to Azur International shareholders after the SEC clears the SB-2 Registration Statement discussed below relating to such distribution.

The SEC requires that the AZHI shares that Azur International intends to distribute be registered before they are issued to shareholders. A registration statement for this purpose was filed in March 2006. The registration process typically can take many months. The occurrence of material events relating to a company during the review process for its registration statement can cause significant delays in the process. In our case the delay in clearing the registration statement up to this point has been as follows:

1) The SB-2 Registration filing made in March 2006 only included Azur Holdings, Inc. (New Harvest Capital, Inc) audited financials for the year ended April 30, 2005. When the filing was made the financials only reflected the Company as a shell without assets or liabilities and did not reflect the assets acquired from Azur International (Azur Shell Landing Resort & Golf Club). SEC rules required that Azur Holdings, Inc. year-end April 30, 2006 audited financials reflecting the assets be included in the registration statement before further review of the registration statement would be undertaken. Azur Holdings' year-end audited financials were filed with the SEC on August 14, 2006.

2) After filing the year-end financials, AZHI entered into negotiations regarding possible material transactions that would substantially affect AZHI's business. Our securities counsel advised us to delay filing an amendment to our registration statement until we knew if some or all of the transactions we contemplated would come to fruition since the SEC would likely want to see how these transactions would affect Azur Holdings' financial statements and business plans. We recently determined not to proceed in the immediate future on any of these transactions.

However, Azur Holdings has now begun the process of a refinancing and restructuring of the debt and equity of Shell Landing Resort. We have signed a commitment letter with Nexxus One Capital Trust of Switzerland A.G. Details on the terms of the commitment can be found in the most recent press release by Azur Holdings, Inc., and a Current Report on Form 8-K that has been filed with the SEC. This transaction is expected to be completed in approximately eight weeks.

In conclusion, Azur Holdings has received comments from the SEC in regards to our original filing of the SB-2 Registration Statement in March 2006, and we are preparing an amendment that addresses the comments as well as discusses the refinancing of Shell Landing and other business developments. Azur Holdings cannot give assurances regarding the length of the SEC review period after the amendment has been filed, but hopes to become effective within 60-90 days following the filing of the amendment.

About Azur International, Inc.

Azur International, Inc. is an international real estate development company based in Fort Lauderdale, Florida. The company currently develops and markets luxury residential and resort properties. Azur has several real estate projects under development and consideration, including the development of luxury hotels and resorts, domestically and internationally, and land purchases in strategic areas that can provide inventory for future development or sale. For additional information about Azur International, Inc., go to

The Private Securities Litigation Reform Act of 1995 may provide a "safe harbor" for forward-looking statements. Certain information included in this press release contains statements that are forward looking, such as statements related to the future anticipated direction of the industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by, or on behalf of Azur Holdings, Inc. These risks and uncertainties include, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, and domestic and global economic conditions.

Contact Information

  • Contact:
    Azur International, Inc.
    633 S.E. 3rd Ave., Suite 203
    Ft. Lauderdale, FL 33301
    (954) 763-1515