SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Rule 13d-101
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AZONIC CORPORATION
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
054797 10 5
(CUSIP Number)
Wireless Age Communications, Inc.
Attention: Gary Hokkanen, Chief Financial Officer
13980 Jane Street
King City, Ontario,
Canada L7B 1A3
(905) 833-0808 ext. 218
With a Copy to:
Wuersch & Gering LLP
Attention: Travis L. Gering, Esq.
11 Hanover Square
19th Floor
New York, NY 10005
(212) 509-5050 ext. 223
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
08/30/2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act" ) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 4 Pages
CUSIP No. 054797 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Wireless Age Communications, Inc.
980336674
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
4,460,000
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,460,000
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,460,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
Item 1. Security and Issuer.
This schedule relates to the acquisition of beneficial ownership of Common
Stock of Azonic Corporation (hereinafter the "Company"), whose principal
place of business is located at 7 Dey Street, Suite 900, New York, NY
10007, of which Reporting Person purchased 4,460,000 shares of Common
Stock, $.001 par value per share (the "Shares") from INFINITY CAPITAL
GROUP, INC. on August 30, 2004.
Item 2. Identity and Background.
(a) The name of the filing person is Wireless Age Communications, Inc., a
Nevada corporation ("Wireless Age"). The directors of Wireless Age are John G.
Simmonds, Brian Usher-Jones, Kenneth Adelberg and Stephen Dulmage. The officers
of Wireless Age are John G. Simmonds, Chief Executive Officer, Gary N. Hokkanen,
Chief Financial Officer, and Carrie J. Weiler, Corporate Secretary. Each of the
aforementioned directors and executive officers is a citizen of Canada with the
exception of Mr. Adelberg, who is a citizen of the United States of America.
(b) The business address for Wireless Age and each of the directors and
executive officers identified in Item 2(a) of this Statement is c/o Wireless Age
Communications, Inc., 13980 Jane Street, King City, Ontario, Canada L7B 1A3.
(c) Wireless Age's principal business is operating a series of retail
stores selling wireless communications products and distribution of prepaid
phone cards, communications products accessories and land mobile radios. Messrs.
Usher-Jones and Adelberg are private investors and businessmen. Messrs. Simmonds
and Hokkanen and Ms. Weiler are all executive officers of Wireless Age. Mr.
Dulmage currently serves as the Chief Financial Officer of African Gold Group,
Inc., a Toronto Stock Exchange Venture Exchange listed company.
(d) Neither Wireless Age nor any of the directors or executive
officers identified in Item 2(a) of this Statement have, during the five years
prior to the date hereof, been convicted in a criminal proceeding (excluding
traffic violations or similar minor violations).
(e) Neither Wireless Age nor any of the directors or executive officers
identified in Item 2(a) of this Statement have, during the five years prior to
the date hereof, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, U.S. federal
or state securities laws or finding any violation with respect to such laws.
(f) Nevada.
Item 3. Source and Amount of Funds or Other Consideration.
Wireless Age used working capital for the purchase of the Shares.
Item 4. Purpose of Transaction.
Wireless Age acquired the Shares to obtain an interest in the development
and marketing of a disposable cellular phone.
Other than the transaction for which this report is filed, Reporting
Person has no further specific plans which relate to or would result in
any of the following.
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company except for the instant
transaction, except that reporting person is seeking an acquisition;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Reporting person is aware of the announced change of directors, Notice
of which is to be sent to shareholders on a Schedule 14f Notice pursuant to the
Securities & Exchange Act of 1934;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Reporting Person is aware of no further acquisition of control by
anyone at this date;
(g) Changes in the Company's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person; provided, however, that the Reporting Person may exercise
as yet ungranted options to acquire Common Stock of the Company in his
discretion, which exercise may have the effect of impairing or impeding the
acquisition of control by a third party;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1934; or
(j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of the filing of this Schedule, Reporting Person is
deemed to beneficially own 4,460,000 shares of Common Stock of the Company,
representing 18.6% of the issued and outstanding Common Stock. Prior to the
share exchange transaction, Reporting Person owned no shares of registrant.
(b) Reporting Person has sole power to vote and dispose of the total
amount of 4,460,000 shares of common stock of Registrant which constitute 18.6%
of the issued and outstanding shares as of this date.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Azonic Corporation entered into a 2-year management services contract with
Wireless Age under which certain officers and employees of Wireless Age
will provide management services to Azonic Corporation. Concurrent with
the agreement, Gregory Laborde resigned as Chief Executive Officer of
Azonic Corporation and the following persons were appointed as respective
officers of Azonic Corporation: John G. Simmonds, Chief Executive Officer;
Gary Hokkanen, Chief Financial Officer; James Hardy, Chief Operating
Officer; David MacKinnon, Chief Technology Officer; and Carrie J. Weiler,
Corporate Secretary. John G. Simmonds was also appointed a director of
Azonic Corporation.
There are no other contracts, arrangements, understandings, or
relationships of the type required to be disclosed under this Item between
the Reporting Person and any other person, except as described in this
Report.
Item 7. Material to be Filed as Exhibits.
1. 10.1 Share Purchase Agreement *
2. 10.2 Management Services Agreement *
* To be filed by amendment
Page 3 of 4 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Wireless Age Communications, Inc.
Date: 09/03/2004 /s/ Carrie J. Weiler
Name: Carrie J. Weiler
Title: Corporate Secretary
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
Page 4 of 4 Pages