UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|_| Definitive Information Statement
AZONIC CORP.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies: (3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: (5) Total fee
paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: (3) Filing Party:
(4) Date Filed:
1
AZONIC CORP.
(a Nevada corporation)
INFORMATION STATEMENT
Date first mailed to stockholders: February ____, 2004
7 Dey Street, Suite 900
New York, New York 10007
(Principal Executive Offices)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Item 1. Information Required by Items of Schedule 14A.
Introduction.
This Information Statement has been filed with the Securities and Exchange
Commission and is being mailed or otherwise furnished to the registered
stockholders of Azonic Corp. ("Azonic" or the "Company") in connection with the
prior approval by the board of directors of Azonic, and receipt by the board of
approval by written consent of the holders of a majority of Azonic's outstanding
shares of common stock, of a resolution to,
amend Article 5 of the Certificat of Incorporation of Azonic by increasing
the number of authorized shares from 50,000,000 shares of common stock to
100,000,000 shares of common stock, all with a par value of $0.001 per
share, and correspondingly increase the number of issued and outstanding
shares of common stock held by each stockholder of record, on a
four-for-one (4-1) forward split basis,
(the "Amendment").
Section 78.320 of the Nevada Revised Statutes and the By-laws of Azonic provide
that any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if stockholders holding at least a
majority of the voting power sign a written consent approving the action.
On January 30, 2004, the board of directors of Azonic approved and recommended
the Amendment. Subsequently, the holders of a majority of the voting power
signed and delivered to Azonic written consents approving the Amendment, in lieu
of a meeting. Since the holders of the required majority of shares of common
stock have approved the Amendment, no other votes are required or necessary and
no proxies are being solicited with this Information Statement.
Azonic has obtained all necessary corporate approvals in connection with the
Amendment and your consent is not required and is not being solicited in
connection with the approval of the Amendment. This Information Statement is
furnished solely for the purpose of informing stockholders in the manner
required under the Securities Exchange Act of 1934 of these corporate actions
before they take effect.
This Information Statement is dated February 10, 2004 and is first being mailed
to stockholders on or about February 11, 2004. Only shareholders of record at
the close of business on February 10, 2004 are entitled to receive this
Information Statement.
Effective Date
The Amendment will not become effective until (i) 21 days from the date this
Information Statement is first mailed to the stockholders, or, (ii) such later
date as approved by the board of directors, in its sole discretion. The
Amendment will be effective by filing a Certificate of Amendment with the
Secretary of State of Nevada, and is expected to become effective on or about
March 3, 2004.
2
Dissenter's Rights Of Appraisal
Neither the Articles and Bylaws of Azonic nor the Nevada Revised Statutes
provide for dissenters' rights of appraisal in connection with the Amendment.
Stock Certificates
Stockholders will be required to exchange their stock certificates for new
certificates representing the shares of common stock after giving effect to the
Amendment with our Transfer Agent. Upon receipt of an existing stock
certificate, Interwest Transfer Company, Inc. (the "Transfer Agent"), of 1981 E.
Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, Utah 84117,
telephone number (801) 272-9294, will issue to the stockholder a new certificate
representing the aggregate number of shares of common stock, as the result of
the Amendment. For example, if a stockholder owns ten shares of existing common
stock as of the effective date, then that stockholder will own forty shares of
common stock resulting from the Amendment, and upon the Transfer Agent's receipt
of existing stock certificate representing ten shares, the Transfer Agent will
issue to that stockholder a certificate representing forty shares of common
stock the stockholder will be entitled to as a result of the Amendment and
cancel the stock certificate representing the existing ten shares.
The certificates representing shares of new common stock will contain the same
restrictive legend as is on the shares of existing common stock in exchange for
which the new shares are being issued. As applicable, the time period during
which a stockholder has held the existing common stock will be included in the
time period during which such stockholder actually holds the certificates
representing the additional new common stock received as a result of the share
divisions for the purposes of determining the term of the restrictive period
applicable to the new common stock.
Voting Securities And Principal Holders Thereof
As of January 30, 2004 there are 6,000,000 shares of common stock outstanding,
each of which is entitled to one vote for the purpose of approving the
Amendment.
Only shareholders of record at the close of business on February 10, 2004 are
entitled to receive this Information Statement.
Security Ownership Of Executive Officers, Directors And Five Percent
Stockholders
The following table sets forth certain information as of January 30, 2004
concerning the common stock owned by each officer and director of the Company,
and each other person known to the Company to be the beneficial owner of more
than 5% of the Company's common stock. Unless otherwise indicated, the address
for each listed stockholder is c/o Azonic Corp., 7 Dey Street, Suite 900, New
York, New York 1007.
Name and Address Shares Owned Percentage
Infinity Capital Group, Inc. (beneficially Greg Laborde) (1) 4,500,000 75%
L & M Specialties, Inc. 1,200,000 20%
---------- ----------
All officers and directors as group (1 person): 4,500,000 75%
---------- ----------
Total Shares Issued and Outstanding: 6,000,000 100%
========== ==========
(1) Mr. Laborde the sol Director/Officer of the Company owns 100% of the common
stock of Infinity Capital Group, Inc. ("Infinity Capital") and he is the
President, CEO and Chairman of the Board of Infinity Capital.
Reasons for the Amendment
The amendment to the Articles of Incorporation of Azonic to increase the
authorized capital is being made, in part, to provide Azonic with more
flexibility and opportunities to conduct equity financings.
3
Item 2. Statement That Proxies Are Not Solicited
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Item 3. Interest of Certain Persons in or Opposition to Matters to Be Acted Upon
The board of directors approved the Amendment on January 30, 2004. At that time
and as of the date of this Information Statement, the directors and officers of
Azonic beneficially owned 4,500,000 shares of common stock of Azonic and,
accordingly, had an interest in the Amendment.
Item 4. Proposals by Security Holders.
Not applicable as no proposals submitted.
Additional Information
Additional information concerning Azonic, including its annual report on Form
10-KSB for the fiscal year ended March 31, 2003, its quarterly reports on Form
10-QSB for the quarter ended June 30, 2003 and September 30, 2003, which have
been filed with the Securities and Exchange Commission, may be accessed through
the Edgar archives, at www.sec.gov and is incorporated herein by reference.
January 30, 2004
By Order of the Board of Directors
/s/ Greg Laborde
-----------------------------------
Greg Laborde
President and Chairman of the Board