U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~November 3130, 2013

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

For the transition period from ______ to _______

Commission File No. 333-184440

AZURE HOLDING GROUP CORP.
(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

5521

Primary Standard Industrial

Classification Code Number

33-1224256

IRS Employer
Identification Number

2360 Corporate Circle, Ste. 400

Henderson, Nevada 89074-7722

Tel. (702) 997-3119

Email: azuregroupcorp@gmail.com

(Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has 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 requirements for the past 90 days. Yes [X ] No[ ]

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of ~~June~~December 1923, 2013
Common Stock, $0.001	8122,~~150~~250,000

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AZURE HOLDING GROUP CORP.

Form 10-Q

Part 1	FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Cash Flows	6
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1112
Item 4.	Controls and Procedures	1112
Part II.	OTHER INFORMATION
Item 1	Legal Proceedings	1213
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1213
Item 3	Defaults Upon Senior Securities	1213
Item 4	~~Submission~~Mining ofSafety ~~Matters to a Vote of Security Holders~~Disclosures	1213
Item 5	Other Information	1213
Item 6	Exhibits	1314

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AZURE HOLDING GROUP CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
	May 31, 2013 (Unaudited)	August 31, 2012 (audited)
	November 30, 2013 (Unaudited)	August 31, 2013 (Audited)
ASSETS
Current Assets
Cash	$ ~~2,106~~236	$ ~~24,070~~345
Assets	-	7,800
Prepaid Expenses	-	2,000
Prepaid Expenses	4,000
Total Current Assets	236	2,345
Total Current Assets	6,106	31,870
TOTAL ASSETS	$ 236	$ 2,345
TOTAL ASSETS	$ 6,106	$ 31,870
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Loans from Shareholders	~~217~~$ 3,867	$ 217
Accounts Payable	-	-400
TOTAL LIABILITIES	217	217
Total Current Liabilities	3,867	617
STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES	3,867	617
Common stock, par value $0.001; 75,000,000 shares authorized, 8,150,000 shares issued and outstanding	8,150	8,150
STOCKHOLDERS’ EQUITY (DEFICIT)
Additional paid-in-capital	23,850	23,850
Common stock, par value $0.001; 300,000,000 shares authorized, 122,250,000 shares issued and outstanding at November 30 and August 31, 2013, respectively	122,250	122,250
Deficit accumulated during the development stage	(26,111)	(347)
Additional paid-in-capital	(90,250)	(90,250)
TOTAL STOCKHOLDERS’ EQUITY	5,889	31,653
Deficit accumulated during the development stage	(35,631)	(30,272)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 6,106	$ 31,870
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(3,631)	1,728
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 236	$ 2,345

See accompanying notes to unaudited financial statements

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AZURE HOLDING GROUP CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)
	THREE MONTHS ENDED MAY 31, 2013	NINE MONTHS ENDED MAY 31, 2013	FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO MAY 31, 2013
	THREE MONTHS ENDED NOVEMBER 30, 2013	THREE MONTHS ENDED NOVEMBER 30, 2012	FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO NOVEMBER 30, 2013
REVENUES	$ -	$ 8,900	$ 8,900
EXPENSES
Cost of goods sold	-	7,800	7.800
Cost of goods sold	-	7,800	7,800
Gross profit	-	1,100	1,100
General & Administrative Expenses	3,749	26,864	27,211
OPERATING EXPENSES
TOTAL EXPENSES	3,749	34,664	35,011
General & administrative	5,359	3,944	36,731
NET LOSS FROM OPERATIONS	(3,749)	(25,764)	(26,111)
TOTAL OPERATING EXPENSES	5,359	3,944	36,731
PROVISION FOR INCOME TAXES	0	0	0
NET LOSS FROM OPERATIONS	(5,359)	(2,844)	(35,631)
NET LOSS	$ (3,749)	$ (25,764)	$ (26,111)
PROVISION FOR INCOME TAXES	-	-	-
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)
NET LOSS	$ (5,359)	$ (2,844)	$ (35,631)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	8,150,000	8,150,000
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)*	$ (0.00)*
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	122,250,000	122,250,000

~~See~~‘ ~~accompanying~~* ~~notes~~denotes toa ~~financial~~loss ~~statements~~of less than $(0.01) per share

See accompanying notes to unaudited financial statements

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AZURE HOLDING GROUP CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED)
	NINE MONTHS ENDED MAY 31, 2013	FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO MAY 31, 2013
	THREE MONTHS ENDED NOVEMBER 30, 2013	THREE MONTHS ENDED NOVEMBER 30, 2012	FOR THE PERIOD FROM APRIL 27, 2012 (INCEPTION) TO NOVEMBER 30, 2013
Cash Flows from (used in) Operating Activities
Net Income (Loss)	$ (255,~~764~~359)	$ (262,~~111~~844)	$ (35,631)
Prepaid expenses	(4,000)	(4,000)
Changes in Operating Assets and Liabilities:
Increase (Decrease) in Operating Liabilities:
Prepaid expenses	2,000	-	-
Accounts Payable	-	-
Inventory	-	7,800	-
Decrease (Increase) in Operating Assets:
Accounts payable	(400)	-	-
Inventory	7,800
Net Cash provided by (used in) Operating Activities	(3,759)	4,956	(35,631)
Net Cash provided by (used in) Operating Activities	(21,964)	(30,111)
Cash Flows from (used in) Investing Activities
Cash Flows from (used in) Investing Activities
Net Cash provided by (used in) Investing Activities	-	-	-
Net Cash provided by (used in) Investing Activities	0	0
Cash Flows from (used in) Financing Activities
Cash Flows from (used in) Financing Activities
Loans from shareholders	3,650	-	3,867
Loans from Shareholders	-	217
Sale of shares of common stock	-	-	32,000
Sale of Common Shares	-	32,000
Net Cash provided by (used in) Financing Activities	3,650	-	35,867
Net Cash provided by (used in) Financing Activities	0	32,217
Increase (Decrease) in Cash and Cash Equivalents	(109)	4,956	236
Increase (Decrease) in Cash and Cash Equivalents	(21,964)	2,106
Cash and Cash Equivalents at Beginning of Period	345	24,070	-
Cash and Cash Equivalents at Beginning of Period	24,070	0
Cash and Cash Equivalents at End of Period	$ 236	$ 29,026	$ 236
Cash and Cash Equivalents at End of Period	$ 2,106	$ 2,106
SUPPLEMENTAL CASH FLOW INFORMATION:
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$ 0	$ 0	$ 0
Interest paid	$ 0	$ 0
Income taxes paid	$ 0	$ 0	$ 0
Income taxes paid	$ 0	$ 0

See accompanying notes to financial statements

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AZURE HOLDING GROUP CORP.

(A Development Stage Company)

Notes to Financial Statements

~~May~~For 31the Three Month Period Ended November 30, 2013 and

The Period from April 27, 2012 (Inception) to November 30, 2013

(Unaudited)

1. ORGANIZATION AND BUSINESS OPERATIONS

AZURE HOLDING GROUP CORP. (“the Company”, “we’, “us” or “our” ) was incorporated under the laws of the State of Nevada, ~~U.S.~~ on April 27, 2012 (“Inception”). We intend to commence operations in the business of selling used automobiles. The Company is in the development stage as defined under ~~Accounting~~the ~~Codification~~Statement ~~Standard,~~on ~~Development~~Financial ~~Stage~~Accounting ~~Entities~~Standards Board’s (“~~ASC-915~~FASB”s). ~~The~~Accounting ~~Company~~Standards ~~has~~Codification ~~generated~~(“ASC”) ~~$8,900~~915-205 in"Development-Stage ~~revenue as at May 31, 2013~~Entities.” For the period from ~~inception~~Inception on April 27, 2012 through ~~May~~November 3130, 2013 the Company has accumulated losses of $2635,~~111~~631 and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since ~~inception~~Inception (April 27, 2012) resulting in an accumulated deficit of $2635,~~111~~631 as of ~~May~~November 3130, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand ~~and~~ ,loans from directors and, or, the private placement of shares of common stock.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

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In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

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Foreign Currency Translation

The Company's functional ~~currency~~ and ~~its~~ reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company'’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718~~. To date~~, ~~the~~”Compensation – Stock Compensation”,. The Company has not adopted a stock option plan and has not granted any stock options during any of the periods presented in this report.

Income Taxes

Income taxes are accounted for under the assets and liability method. 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 and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

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Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has issued no ~~potential~~potentially dilutive instruments since Inception (April 27, 2012) and accordingly basic loss and diluted loss per share are ~~equal~~the same.

Fiscal Periods

The Company's fiscal year end is August 31.

Recent ~~accounting~~Accounting ~~pronouncements~~Pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

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Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue ~~recognition~~Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Inventory policy

The Company uses first-in first-out method stated at lower of cost or market for inventory accounting. Regardless of which physical units are actually sold, this approach always values inventory by assuming that products that enter inventory later are the ones that ~~are~~remain ~~left~~in ~~over~~inventory.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $-0- in advertising costs during the ~~period~~three ~~April~~month ~~27,~~periods ~~2012~~ended ~~(inception)~~November ~~to May 31~~30, 2013 and 2012.

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3. COMMON STOCK

~~The~~Effective ~~authorized~~July ~~capital of the~~5, ~~Company is 75~~2013,~~000,000~~ ~~common~~we ~~shares~~increased ~~with~~our ~~a par~~authorized ~~value~~capital offrom ~~$ 0.001 per share. On May 21~~75, ~~2012, the Company issued 4,~~000,000 shares of common stock atwith a ~~price~~par value of $0.001 ~~per~~to ~~share for total cash proceeds of $4~~300,000~~. For the period from June 27~~, ~~2012 to August 23, 2012 the Company issued 2,650,~~000 shares of common stock at with a ~~price~~par value of $0.~~01 per share for total cash proceeds of $26~~001,~~500.~~ Asas ofapproved ~~May~~by ~~31,~~our ~~2013~~board ~~the~~and ~~Company issued 8,150,000 shares of common stock for total cash proceeds of $32,000~~shareholders.

In addition, our board and shareholders approved a forward stock split of our issued and outstanding shares of common stock on a 15 new for one (1) old basis, such that our issued and outstanding shares of common stock will be increased from 8,150,000 to 122,250,000 common shares, all with a par value of $0.001.

On May 21, 2012, the Company issued 82,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $5,500.

For the period from June 27, 2012 to August 23, 2012 the Company issued 39,750,000 shares of common stock at a price of $0.01 per share for total cash proceeds of $26,500.

As of November 30, 2013 the Company had 122,250,000 shares issued and outstanding.

4. INCOME TAXES

As of ~~May~~November 3130, 2013, the Company had net operating loss carry forwards of $2635,~~111~~631 that may be available to reduce future years’ taxable income through 2033.

5. RELATED PARTY TRANSACTIONS

AsIn support of ~~May~~the 31Company’s efforts and cash requirements, ~~2013~~it amay ~~Director~~rely ~~had~~on ~~loaned~~advances from related parties until such time that the Company ~~$217~~can support its operations or attains adequate financing through sales of its equity or traditional debt financing. ~~The~~ ~~loan~~There is ~~non-interest~~no ~~bearing,~~formal ~~due~~written ~~upon~~commitment ~~demand~~for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and ~~unsecured~~have not been formalized by a promissory note.

OnAs ~~May~~of ~~21,~~November ~~2012~~30, 2013 a Director had loaned the Company ~~sold 4~~$3,~~000,000~~867. ~~shares of common~~The ~~stock~~loan atis anon-interest ~~price~~bearing, ofdue ~~$0.001~~upon ~~per~~demand ~~share~~and ~~to its director~~unsecured.

6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from ~~May~~November 3130, 2013 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

AZURE HOLDING GROUP CORP. (“Azure”, "the Company", “our” or "we") was incorporated under the laws of the State of Nevada on April 27, 2012. Our registration statement has been filed with the Securities and Exchange Commission on October 16, 2012 and has been declared effective on January 18, 2013. We intend to commence operations in the business of selling used automobiles. On August 22, 2012 we purchased one car for resale for $7,800 which we sold on November 21, 2012 for $8,900.

Product

We intend to buy used cars in the United States and sell them in Russia. We plan to specialize in the eastern part of Russia where the car market mostly consists of used Japanese cars due to its close proximity to Japan. Japanese cars are of much better quality and reliability than domestic, Russian cars. Although Russian drivers drive on the right-hand side of the road, almost all imported used Japanese cars are designed for left-hand side driving, with the steering wheel on the right side of the car. This makes cars imported from the United States, which are designed for right-hand side driving, more attractive to Russian consumers.

RESULTS OF OPERATION

We are a development stage company with limited operations since our ~~inception~~Inception on April 27, 2012 to ~~May~~November 3130, 2013. As of ~~May~~November 3130, 2013, we had total assets of $~~6,106~~236 and total liabilities of $~~217~~3,867. Since our ~~inception~~Inception (April 27, 2012) to ~~May~~November 3130, 2013, we have accumulated a deficit of $2635,~~111~~631. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

~~Nine~~Three Month Period Ended ~~May~~November 3130, 2013 Compared to the ~~period~~Three ~~from~~Month ~~Inception~~Period ~~(April~~Ended ~~27,~~November ~~2012) to May 31~~30, ~~2013~~2012

Our net loss for the nine month period ended May 31, 2013 was $25,764 compared to a net loss of $26,111 during the period from inception (April 27, 2012) to May 31, 2013. During the nine month period ended May 31, 2013, we generated revenues of $8,900. Revenue

~~During~~We ~~the~~recognized ~~nine~~no ~~month~~revenue ~~period~~in ~~ended~~the ~~May~~three ~~31,~~months ~~2013,~~ended weNovember ~~incurred general and administrative expenses and professional fees of $26~~30,~~865~~ 2013 compared to $278,~~211~~900 ~~incurred~~in ~~during~~ the ~~period~~three ~~from~~months ~~inception~~ended ~~(April~~November 2730, 2012~~) to May 31, 2013~~. ~~General~~We ~~and~~sold ~~administrative~~a ~~and~~single ~~professional~~car ~~fee~~in ~~expenses incurred during~~ the ~~nine~~three ~~month~~months ~~period~~ ended ~~May~~November 3130, ~~2013~~2012 ~~were~~but ~~generally~~did ~~related~~not tosell ~~corporate~~any ~~overhead,~~cars ~~financial~~during ~~and~~the ~~administrative~~three ~~contracted~~months ~~services~~ended November 30, ~~such~~2013 as ~~legal~~we ~~and~~are ~~accounting,~~still ~~developmental~~in ~~costs,~~the ~~and~~development ~~marketing~~stage ~~expenses.~~of our business plan.

~~The~~Cost ~~weighted average number~~ of ~~shares outstanding was 8,150,000 for the nine month period ended May 31, 2013.~~ Sales

9We |incurred ~~Page~~no cost of sales in the three months ended November 30, 2013 compared to $7,800 in the three months ended November 30, 2012. We sold a single car in the three months ended November 30, 2012 but did not sell any cars during the three months ended November 30, 2013 as we are still in the development stage of our business plan.

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Operating expenses

During the three month period ended November 30, 2013, we incurred general and administrative expenses and professional fees of $5,359 compared to $3,944 incurred during the three months period ended November 30, 2012. General and administrative and professional fee expenses incurred during the three month period ended November 30, 2013 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses

Net losses

Our net loss for the three month period ended November 30, 2013 was $5,359 compared to a net loss of $2,844 during the three months period ended November 30, 2012 for the reasons we set out above..

LIQUIDITY AND CAPITAL RESOURCES

As of ~~May~~November 3130, 2013

As at ~~May~~November 3130, 2013 our current assets were $~~6,106~~236 compared to $312,~~870~~345 in current assets at August 31, ~~2012~~2013. As at ~~May~~November 3130, 2013, our current liabilities were $~~217~~3,867 compared to $617 in current liabilities at August 31, 2013. Current liabilities ~~were~~at ~~comprised~~November of30, 2013 comprised $~~217~~3,867 in an advance from director.

Stockholders’ equity decreased from $311,~~653~~728 as of August 31, ~~2012~~2013 to a deficit of ($53,~~889~~631) as of ~~May~~November 3130, 2013.

Cash Flows from Operating Activities

~~We have not generated positive cash flows from operating activities.~~ For the ~~nine~~three month period ended ~~May~~November 3130, 2013, net cash flows used in operating activities was $213,~~964.~~759, ~~Net~~compared to net cash flows ~~used~~generated inby operating activities ~~was~~during ~~$30,111 for~~ the ~~period~~three ~~from~~months ~~inception~~ended ~~(April~~November 2730, 2012) toof ~~May 31~~$4, ~~2013~~956.

Cash Flows from Investing Activities

We neither generated funds from, nor used funds in, investing activities during the three month periods ended November 30, 2013 or 2012.

Cash Flows from Financing Activities

We have financed our operations primarily from ~~either~~the ~~advancements~~sale orof ~~the~~shares ~~issuance~~ of ~~equity~~our ~~and~~common ~~debt~~stock ~~instruments~~or advances from one of our shareholders. ~~For~~During the ~~nine~~three month period ended ~~May~~November 3130, 2013, ~~we did not generate net~~ cash flows from financing activities. ~~For~~was ~~the~~$3,650, ~~period~~which ~~from~~we ~~inception~~received ~~(April~~under ~~27,~~an ~~2012)~~advance tofrom ~~May~~a ~~31,~~shareholder. ~~2013,~~During ~~net~~the ~~cash~~three ~~provided~~month byperiod ~~financing~~ended ~~activities~~November ~~was $32~~30,~~217 received~~ ~~from~~2012 ~~proceeds~~we ~~from~~neither ~~issuance~~generated offunds ~~common~~from, ~~stock~~nor ~~and~~used ~~advance~~funds ~~from~~in, ~~director~~financing activities.

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PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next ~~twelve~~three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

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OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our August 31, ~~2012~~2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

NoAs ~~report~~a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An12 ~~evaluation~~| was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended May 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Page

11An |evaluation ~~Page~~was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended November 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

No ~~report~~equity ~~required~~securities were sold during the three month periods ended November 30, 2013 or 2012.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NoWe ~~report~~had ~~required~~no senior securities outstanding in any of the periods presented in these financial statements.

ITEM 4. ~~SUBMISSION~~MINE OFSAFETY ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~DISCLOSURES

NoNot ~~report required~~applicable.

ITEM 5. OTHER INFORMATION

No report required.

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ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101 Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AZURE HOLDING GROUP CORP.
Dated: June 19, 2013	By: /s/ Olga Chernetckaia
Dated: December 23, 2013	By: /s/ Olga Chernetckaia
	Olga Chernetckaia, President and Chief Executive Officer and Chief Financial Officer

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