SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 3, 2004
AZONIC CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 000-28315 84-1517404
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7 Dey Street, Suite 900, New York, NY 10007
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (212) 962-4400
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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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The Company announces that it has entered into a Contract for Sale of
Assets whereby it is purchasing certain assets consisting of Intellectual
Property, Licenses for FCC, and software, tools and molds, phone and battery
inventory, and some orders from the Filippo Guani Revocable Trust. The assets
are for the manufacture, assembly, and sale of cell phones.
The Company is issuing 4,797,600 shares of its common stock as
consideration, and Seller shall have an earn out of up to $3 million based upon
future operating profit parameters.
Certain antidilution protections for 90 days have been agreed, and the
Seller has the right to designate one Board member.
The Company intends to explore getting into cell phone business with these
assets.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Envents That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
The Company has agreed to issue 4,797,600 shares of common stock to the
Filippo Guani Revocable Trust purusant to the Contract for Sale of Assets, as an
issuance exempt from registration pursuant to Section 4(6) of the Securities Act
of 1933.
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
Infinity Capital Group, Inc. has entered into an agreement for the purchase
of 4,800,000 (pre split) shares (18,000,000 shares post split) of common stock
of Azonic Corp. from L&M Specialties, Inc. The agreement provides for notes
requiring cash payments of $12,500 in each of the months of September, October,
November, and December 2004. 1,000,000 shares have been pledged as collateral
for the votes. In addition, 500,000 shares have been deposited as a reserve to
preserve L&M's share ownership percentage relative to Infinity at 5% of
Infinity's holding after a merger transaction has been completed. Under certain
circumstances L&M may sell 50,000 shares each 90 days if the Company has not
completed an acquisition in each such 90 day period. After an acquisition is
made, Infinity shall receive any balance of shares.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Financials - None
Exhibits - 10.1 Agreement the Filippo Guani Revocable Trust
99 Press Release
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 thereunto duly authorized.
Date: September 3, 2004 AZONIC CORPORATION
By: /s/ Greg Laborde
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Greg Laborde, President