UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~January 127, ~~2013~~2014

AZURE HOLDING GROUP CORP.

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

(Exact name of Registrant as specified in its charter)

Nevada --------------------------------- (State or other jurisdiction of incorporation) 333-184440 ------------------------------- (Commission File Number) 33-1224256 ------------------------------------- (IRS Employer Identification No.)

~~Azure Holding Group Corp.~~---------------------------------

~~2360~~(State ~~Corporate~~or ~~Circle,~~other ~~Ste.~~jurisdiction ~~400~~of incorporation)

~~Henderson, Nevada 89074~~333-~~7722~~184440

-------------------------------~~------------------- (Address of principal executive offices)~~

(~~702)~~Commission ~~997-3119~~File Number)

33-1224256

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

(IRS Employer Identification No.)

741 A Tenth Street

Santa Monica, CA 90402

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

(Address of principal executive offices)

Phone: 310-591-4877

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

(Registrant's Telephone Number, Including Area Code)

2360 CORPORATE CIRCLE - SUITE 400

HENDERSON NV 89074-7722

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~o ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~o ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oSection 5 - Corporate Governance and Management

~~Pre-commencement~~Item ~~communications~~5.02 ~~pursuant~~Departure toof ~~Rule~~Directors ~~14d-2(b)~~or ~~under~~Certain ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR~~Appointment ~~240~~of Certain Officers; Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

oOn January 7,2014, concurrent with the acceptance of the appointment of the new executive officer, our current executive, Olga Chernetckaia resigned from the executive positions of Secretary, Treasurer, President, Chief Executive Officer and Chief Financial Officer of Azure Holding Group, Corp. (the “Company”).

~~Pre-commencement~~Olga ~~communications~~Chernetckaia ~~pursuant~~‘s resignation from the Company as an executive officer was not the result of any disagreements with the Company on any matter relating to ~~Rule~~the ~~13e-4(c)~~Company's ~~under~~operations, policies or practices. Ms. Chernetckaia has decided to pursue other business opportunities and has agreed that new management should guide the ~~Exchange~~Company’s ~~Act~~business ~~(17~~from ~~CFR~~this ~~240~~point forward and that our newly appointed executive officer and director should implement our plan of operations consistent with the vision of our new Chief Executive, Paul Martin.~~13e-4(c))~~

~~{00149718~~On January 7,2014, the Board, in its final corporate action, appointed Mr.1 /Paul ~~1010~~Martin to replace Olga Chernetckaia as the Company’s sole Director until the next annual meeting or special meeting convened for the purpose of electing directors or until such time as Mr.~~002}~~ Martin is replaced by a successor.

~~Section~~Concurrent 4with the resignation of current management and pursuant to its final corporate action, the Board appointed Mr. ~~Matters~~Martin ~~Related~~to fill the positions of Chief Executive Officer (“CEO”), Chief Financial Officer ("CFO"), Corporate Treasurer, Corporate Secretary, and Principal Accounting Officer of the Company. As the sole director and officer of the Company, Mr. Martin will have the power to ~~Accountants~~appoint additional directors and ~~Financial~~to ~~Statements~~control and operate the Company, including implementation of a revised plan of operations, based on developing marketing mobile advertising services that use audio watermarking technology to transmit advertising content to smart phones, tablets and other handheld devices. Mr. Martin intends to redirect the Company’s business model and to change the corporate status with a new base of operations in southern California, United States.

~~Item~~Prior 4to Mr.01 Martin’s election to the Board and appointment as the CEO, he has worked towards implementing a change in the corporate business and acquisition of an operational and controlling interest in Azure Holding Group, Corp. ~~Changes~~Mr. Martin has experience in ~~Registrant’s~~marketing ~~Certifying~~and ~~Accountant~~sales and has been involved in sales of Audio watermarking technology since 2010, and brings a new vision to the Company which will be implemented over the following year.

On December 12, 2013, Azure Holding Group Corp. (the “Registrant”) was informed by Ronald Chadwick, P.C. (“Ronald Chadwick”) that it was terminating its services and resigning as the Registrant’s independent registered public accounting firm. On December 12, 2013, the Registrant retained Cutler & Co., LLC (“Cutler”) as its principal independent accountants. The decision to retain Cutler as the principal independent accountants was approved, and the resignation of Ronald Chadwick was accepted, by the Registrant’s Board of Directors.2

~~The Termination~~Section of8 ~~Ronald~~- ~~Chadwick~~Other Events

~~Ronald~~Item ~~Chadwick was the independent registered public accounting firm for the Registrant from April 17, 2012 until December 12, 2013~~8.01 ~~Ronald~~Other Chadwick’s report on the Registrant’s financial statements for the period from April 17, 2012 (inception) through August 31, 2012 (a) did not contain an adverse opinion or disclaimer of opinion, (b) was not modified as to uncertainty, audit scope, or accounting principles, and (c) for the period April 17, 2012 (inception) to August 31, 2012 and through the date of resignation, there were no disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ronald Chadwick, would have caused it to make reference to the subject matter of the disagreements in connection with its reportEvents. ~~None of the reportable events set forth in Item 304(a)(1)(iv) of Regulation S-K occurred during the period in which Ronald Chadwick served as the Registrant’s principal independent accountants.~~

~~However~~On January 7,2014, under the ~~report~~auspices of ~~Ronald~~new ~~Chadwick~~management, ~~dated~~Azure ~~October~~Holding 2Group Corp., ~~2012~~has onarranged ~~our~~to ~~financial~~relocate ~~statement~~its operations to the Santa Monica area in southern California, for the ~~period~~purpose ~~from~~of ~~April~~implementing 17our revised plan of operations and undertaking a new direction in our corporate existence. The relocation of the business will require us to enter into a new sub-lease agreement, ~~2012~~which ~~(inception)~~is ~~through~~currently ~~August~~being 31negotiated, ~~2012~~and ~~contained~~to anacquire ~~explanatory~~certain ~~paragraph~~business assets and trademarks, which ~~noted~~we ~~that~~intend ~~there~~to ~~was~~utilize ~~substantial~~in ~~doubt~~our asnew operations. The Company does not intend to ~~our~~engage ~~ability~~in or to ~~continue~~undertake asa reverse merger transaction and does not intend to acquire a going concern business. Rather, we will change our focus to our new business plan and eventually dispose of or liquidate any assets or value associated with the current operations, which we currently do not anticipate will have a material impact on our operations. This 8-K filing will be supplemented by a filing of Form ID with the Securities and Exchange Commission which will update our corporate address and contact information and which will change our Standard Industrial Classification Code (“SIC”). Our SEC file number will not change and we will operate under the current name of Azure Holding Group, Corp., and we intend to utilize d/b/a’s and trademark proprietary names associated with our new products and services.

The Registrant has provided Ronald Chadwick with a copy of this disclosure and has requested that Ronald Chadwick furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from Ronald Chadwick addressed to the Securities and Exchange Commission dated December 12, 2013 is filed as Exhibit 16.1 to this Current Report on Form 8-K. SIGNATURE

~~The~~Pursuant ~~Engagement~~to the requirements of ~~Cutler~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Prior~~AZURE toHOLDING ~~December~~GROUP ~~12, 2013, the date that Cutler was retained as the principal independent accountants of the Registrant:~~ CORP.

~~(1)~~By: The Registrant did not consult Cutler regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Registrant’/s/ ~~financial~~Olga ~~statements;~~ Chernetckaia

~~{00149718.1~~Name: /Olga ~~1010.002}~~Chernetckaia

-Title: 2President -and Chief Executive Officer and Chief Financial Officer (outgoing)

~~(2)~~By: ~~Neither~~/s/ aPaul written report nor oral advice was provided to the Registrant by Cutler that they concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; and Martin

~~(3)~~Name: ~~The~~Paul Registrant did not consult Cutler regarding any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.Martin

~~Item~~Title: ~~9.01~~Director ~~Financial~~(newly ~~Statements~~appointed ~~and~~by ~~Exhibits.~~the Board of Directors, as of January 7, 2014)

~~(d) Exhibits.~~Date: January 7, 2014

Exhibit No.	Description
16.1	Letter, dated December 12, 2013, from Ronald Chadwick, P.C. to the Securities and Exchange Commission.

{00149718.1 / 1010.002}

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AZURE HOLDING GROUP CORP.

By:

/s/ Olga Chernetckaia

Name:

Olga Chernetckaia

Title:

President, Chief Executive and Financial Officer

Date: December 13, 2013

{00149718.1 / 1010.002}

- 4 -

Filing Compare · AZURE HOLDING GROUP CORP.