8-K 1 azonic8kinfinity.txt 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 ------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-28315 84-1517404 ------------------ ---------------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 7 Dey Street, Suite 900, New York, NY 10007 ----------------------------------------------- --------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code: (212) 962-4400 -------------- 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 ---------------------------------------- Greg Laborde, President