Comprehensive Income

The Company follows ASC 220, Comprehensive Income. ASC 220 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements.  Comprehensive income consists of foreign currency translation adjustments.  ASC‑220 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

Fair Value Measurements

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and advances from stockholders and related party.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value as of March 31, 2011.

ASC 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

Concentration of Credit Risk

ASC 825‑10‑50, Financial Instruments Disclosure, requires disclosure of any significant off‑balance‑sheet risk and credit risk concentration.  The Company does not have significant off‑balance‑sheet risk or credit concentration.  The Company maintains cash with major financial institutions.  From time to time, the Company may have funds on deposit with commercial banks that exceed federally insured limits.  Management does not consider this to be a significant risk.

Recent Accounting Pronouncements

Other accounting standards that have been issued or proposed by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 4 - GOING CONCERN

These consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. The Company has incurred losses since inception and the ability of the Consolidated Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these consolidated financial statements.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 5 - ADVANCES FROM STOCKHOLDERS

The advances from stockholders are non‑interest bearing, unsecured and is due on demand.  The carrying value of the advances approximates the market value due to the short‑term maturity of the financial instruments.

NOTE 6 – ADVANCES FROM RELATED PARTY

The advances from related party bear interest at 6% per annum, are unsecured and due on or before March 23, 2012.

NOTE 7 - CAPITAL STOCK

On January 21, 2011, we entered into and closed a share exchange agreement with Azaz in which we acquired 100% of the issued and outstanding shares of common stock of Azaz in exchange for the issuance of 150,000,000 shares or our common stock, par value $0.0001.

On February 28, 2011, the Company issued 8,700,000 shares of common stock to 1581358 Ontario Inc. (“1581358”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,350, owed by Azaz to 1581358.

On February 28, 2011, the Company issued 9,156,000 shares of common stock to Robert Isles (“Isles”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,578, owed by Azaz to Isles. 

On February 28, 2011, the Company issued 7,400,000 shares of common stock to Roy Choi (“Choi”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,700, owed by Azaz to Choi.

On February 28, 2011, the Company issued 9,944,000 shares of common stock to FIX-I.T. (“FIX”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,972, owed by Azaz to FIX.

On February 28, 2011, the Company issued 6,600,000 shares of common stock to Lean Edge Consulting Services (“Lean Edge”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,300, owed by Azaz to Lean Edge.

On February 28, 2011, the Company issued 9,700,000 shares of common stock to John Solmes (“Solmes”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,850, owed by the Azaz to Solmes.

On March 28, 2011, the Company issued 1,041,175 shares of common stock to Joe Rubini (“Rubini”) in consideration for the complete payment and settlement of a loan payable plus accrued interest, in an amount equal to $52,059, owned by Azaz to Rubini.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Forward Looking Statements

                Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will likely result”, and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.  These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview 

With respect to this discussion, the terms “we” “us” “our” and the “Company” refer to Azaz Capital Corp.

We were incorporated in the State of Nevada on June 1, 2010.  Prior to the acquisition transaction described below in this Item 2, our business purpose was to seek the acquisition of or merger with, an existing private company.  Accordingly, we were engaged in organizational efforts in order to put us in a position where we could seek to target and eventually acquire an existing private company.

On January 21, 2011, we entered into and closed a share exchange agreement (the “Share Exchange Agreement”) with Azaz Capital Corp., a corporation organized pursuant to the federal laws of Canada (“Azaz”), and  its shareholders, pursuant to which we acquired 100% of the issued and outstanding shares of common stock of Azaz in exchange for the issuance of 150,000,000 shares of our common stock, par value $0.0001, which, immediately after the consummation of the transactions contemplated by the Share Exchange Agreement, constitutes 98% of our issued and outstanding capital stock.

As a result of the transactions effected by the Share Exchange Agreement, (i) Azaz became a wholly-owned subsidiary of ours (ii) the business of Azaz became our sole business, and (iii) there was a change of control whereby the former shareholders of Azaz now own a controlling 98% ownership interest in the Company.

Azaz was incorporated in Canada on November 15, 2007 under the name CGrowth Capital Corp. CGrowth Capital Corp. was renamed Azaz Capital Corp. on September 21, 2010.  Azaz is a development stage company whose principal line of business is in the securities investment and financial consulting sectors.  More specifically, Azaz is a financial consulting and investment banking company that engages in the trading of public company shares and the foreign exchange currency markets and also assists small private and public companies with their operational and financing needs.

As we are a development stage company, we have commenced only limited operations and have earned limited revenues.  Going forward, we intend to devote substantially all of our efforts on establishing our business plan and continuing to grow our operations in the securities investment and financial consulting sectors.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2011.  There is no assurance that we will be able to achieve revenues sufficient to become profitable.

Liquidity and Capital Resources

We are a development stage company focused on developing our business in the securities investment and financial consulting sectors.  Our principal business objective for the next twelve (12) months will be to continue to develop our business plan in the securities investment and financial consulting sectors. As we have commenced only limited operations, we have earned limited revenues.  

As of May 27, 2011, we had cash on hand of $75,642 and current liabilities of $43,940.  We do not have sufficient capital to operate our business and will require additional funding to sustain operations through December 2011.  There is no assurance that we will be able to achieve revenues sufficient to become profitable.

We anticipate that we will require a minimum of $125,000 to fund our continued operations for the next twelve months. Of the $125,000, we anticipate that we will spend $50,000 on legal fees, $20,000 on auditor fees, $10,000 on transfer agent fees, $18,000 for the use of an office, $15,000 on outside consultants and $12,000 for general office use.   

Net cash provided by operating activities.  During the three months ended March 31, 2011, net cash provided by operating activities was $12,513.  The cash flow provided by operating activities in the three months ended March 31, 2011 was primarily the result of our consulting work and gains on investment activities.

Net cash provided by investing activities. During the three months ended March 31, 2011, net cash provided by investing activities was $2,233. The cash flow provided by investing activities in the three months ended March 31, 2011 was primarily due to the proceeds generated from the sale of our short term investments.

Net cash provided by financing activities. During the three months ended March 31, 2011, net cash provided by financing activities was $20,518.  This net cash provided by financing activities was due to advances to the Company from related parties.   These funds were deposited into a new foreign exchange trading account of Azaz.

We have incurred losses since inception and our ability to continue as a going‑concern depends upon our ability to develop profitable operations and to continue to raise adequate financing.  We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing.

                There can be no assurance that the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.

Results of Operations

                For the three months ended March 31, 2011, our total revenue was $39,311. Of the $39,311 generated revenue, $22,322 was attributable to our consulting services performed and $16,988 was attributable to our realized gain on investments. During this period we generated consulting fees, our stock trading activities resulted in a return on investment in excess of 100% and our foreign exchange investment trading resulted in a return on investment in excess of 25%.

Off-balance sheet arrangements

We have not entered into 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 and would be considered material to investors.

Inflation

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

                As we are a smaller reporting company, we are not required to provide the information required by this item.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.  As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure and concluded that our disclosure controls and procedures are ineffective as of the date of filing this Form 10-Q/A due to limited reporting personnel and a lack of segregation of duties due to limited financial resources and the size of our company.  We will need to adopt additional disclosure controls and procedures prior to commencement of material operations. Consistent therewith, on an on-going basis we will evaluate the adequacy of our controls and procedures.

Changes in internal control over financial reporting.

                There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II---OTHER INFORMATION

Item 1.  Legal Proceedings.

                There are no legal proceedings that have occurred within the past five years concerning our directors or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Item 1A.  Risk Factors.

                As we are a smaller reporting company, we are not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

(a)           Unregistered Sales of Equity Securities.

On January 21, 2011, we entered into and closed a share exchange agreement with Azaz in which we acquired 100% of the issued and outstanding shares of common stock of Azaz in exchange for the issuance of 150,000,000 shares of our common stock, par value $0.0001.

On February 28, 2011, the Company issued 8,700,000 shares of common stock to 1581358 Ontario Inc. (“1581358”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,350, owed by Azaz to 1581358.

On February 28, 2011, the Company issued 9,156,000 shares of common stock to Robert Isles (“Isles”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,578, owed by Azaz to Isles. 

On February 28, 2011, the Company issued 7,400,000 shares of common stock to Roy Choi (“Choi”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,700, owed by Azaz to Choi.

On February 28, 2011, the Company issued 9,944,000 shares of common stock to FIX-I.T. (“FIX”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,972, owed by Azaz to FIX.

On February 28, 2011, the Company issued 6,600,000 shares of common stock to Lean Edge Consulting Services (“Lean Edge”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $3,300, owed by Azaz to Lean Edge.

On February 28, 2011, the Company issued 9,700,000 shares of common stock to John Solmes (“Solmes”) in consideration for the complete payment and settlement of indebtedness, in an amount equal to $4,850, owed by Azaz to Solmes. 

On March 28, 2011, the Company issued 1,041,175 shares of common stock to Joe Rubini (“Rubini”) in consideration for the complete payment and settlement of a loan payable plus accrued interest, in an amount equal to $52,059, owned by Azaz to Rubini.

The Company issued these shares of common stock under the exemption from registration provided by Section 4(2) of the Securities Act.

(b)           Use of Proceeds.

                Not applicable.

(c)           Affiliated Purchases of Common Stock.

                None.

Item 3.  Defaults Upon Senior Securities.

                None.

Item 4.  (Removed and Reserved).

Item 5.  Other Information.

                None.

Item 6. Exhibits.

* Included in previously filed reporting documents

SIGNATURES

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