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:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
AZONIC CORPORATION
(Name of Registrant As Specified In Its Charter)
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|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
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(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:
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(4) Date Filed:
AZONIC CORPORATION
(a Nevada corporation)
INFORMATION STATEMENT
Date first mailed to stockholders: June 21, 2005
765 15th Sideroad
King City, ON L7B 1K5
Canada
(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 Corporation ("Azonic" or the "Company") in connection
with the prior approval by the board of directors of Azonic, and the written
consent of the holders of a majority of Azonic's outstanding shares of common
stock, of a resolution to,
Amend Article First of Azonic's Certificate of Incorporation by changing
the Company's name from "Azonic Corporation" to "Midland International
Corporation" (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 April 19, 2005, the board of directors of Azonic approved and recommended the
Amendment. Subsequently, the holders of a majority of the voting power have
given Azonic their consent to approve the Amendment by written consent in lieu
of a meeting, as of June 14, 2005. Since the holders of the required majority of
shares of common stock have approved the Amendment by written consent, 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 June 16, 2005 and is first being mailed to
stockholders on or about June 21, 2005. Only stockholders of record at the close
of business on May 19, 2005 are entitled to receive this Information Statement.
Effective Date
The Amendment will become effective on the earlier of (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.
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, Corporate Stock Transfer (the "Transfer Agent"), of 3200 Cherry
Creek Drive South, Suite 430, Denver, CO 80209, Telephone 303-282-4800, Fax
303-282-5800, will issue to the stockholder a new certificate representing the
new name of the Company.
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.
Voting Securities And Principal Holders Thereof
As of May 17, 2005 there are 29,978,000 shares of common stock outstanding, each
of which is entitled to one vote for the purpose of approving the Amendment.
Only stockholders of record at the close of business on May 19, 2005 are
entitled to receive this Information Statement.
(continued)
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Security Ownership Of Executive Officers, Directors And Five Percent
Stockholders
The following table sets forth certain information as of May 17, 2005 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., 765 15th Sideroad, King City ON L7B 1K5,
Canada. The total number of issued and outstanding shares of Company common
stock as of such date was 29,978,000 shares.
Amount and
Nature of Percentage of
Beneficial Shares
Name and Address of Beneficial Owner Ownership Outstanding
--------------------------------------------------------------------------------
Five Percent Stockholders
Filippo Guani Rev. Trust 3,000,000 10%
Infinity Capital Group, Inc. (1) 4,210,000 14%
Wireless Age Communications, Inc. (2) 4,860,000 16.2%
Executive Officers and Directors
David Smardon (3) 1,010,000 3.4%
Chairman of the Board of Directors
John G. Simmonds (2) 230,000 .8%
Chief Executive Officer and Director
Kenneth J. Adelberg 0 0%
Director
Ralph V. (Terry) Hadley, III 0 0%
Director
Italo Cerra 75,000 .3%
Director
Greg Laborde (1) 4,210,000 14%
Director
Gary Hokkanen (2) 0 0%
Chief Financial Officer
Carrie Weiler (2)(4) 1,000,000 3.3%
Corporate Secretary
All officers and directors
as group (8 persons)(5): 6,525,000 21.8%
(1) Mr. Laborde, a Director of the Company, is the controlling stockholder of
Infinity Capital Group, Inc. ("Infinity Capital"), as well as the President, CEO
and Chairman of the Board of Infinity Capital. He is therefore listed as the
beneficial owner of 4,210,000 shares owned directly by Infinity Capital.
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(2) John Simmonds, Gary Hokkanen and Carrie Weiler are each officers of Wireless
Age Communications, Inc. ("WLSA"). Mr. Simmonds serves as Chairman and CEO of
WLSA, Mr. Hokkanen is the Chief Financial Officer of WLSA, and Ms. Weiler is
WLSA's Corporate Secretary. However, none of Mr. Simmonds, Mr. Hokkanen or Ms.
Weiler individually or as a group controls the voting of the shares of the
Company owned by WLSA or controls the power of disposition over such shares, and
therefore Mr. Simmonds, Mr. Hokkanen and Ms. Weiler disclaim beneficial
ownership of the 4,860,000 shares owned by WLSA.
(3) David Smardon owns 860,000 shares of the Company directly. Nibiru Capital
Management Ltd. ("Nibiru") owns 150,000 shares. As Chief Executive Officer and
majority shareholder of Nibiru, Mr. Smardon is deemed to beneficially own
Nibiru's 150,000 shares.
(4) Ms. Weiler beneficially owns such shares through Jancar Investments Corp., a
corporation controlled by her.
(5) Excludes shares owned by WLSA, see note (2) above.
Changes in Control During the Current Fiscal Year
On September 22, 2003, a change in control of the Registrant occurred whereby
Infinity Capital purchased 4,500,000 shares of common stock of the Company. On
March 23, 2004, a four-to-one stock split occurred, increasing the stock
ownership of Infinity Capital to 18,000,000 shares. In July of 2004, Infinity
Capital increased its ownership to 22,300,000 shares, through the purchase of
4,300,000 shares from L&M Specialties, Inc. In August of 2004, Infinity Capital
sold 17,840,000 shares of the Company's common stock to various individuals and
entities, reducing its ownership to 4,460,000. Infinity Capital has subsequently
further reduced its ownership to 4,210,000 shares. On August 30 WLSA acquired
4,460,000 shares of common stock from Infinity Capital. On January 14, 2005,
WLSA acquired an additional 400,000 Azonic Corporation common shares in exchange
for the issuance to L&M Specialties, Inc. of 225,000 restricted shares of WLSA
Common Stock.
Reasons for Amendment to the Certificate of Incorporation
The board of directors has recommended that the Company's name be changed to
Midland International Corporation, and in connection therewith, its Certificate
of Incorporation be amended, to assist in the Company's long-term efforts to
develop and implement a business plan in the telecommunications field.
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.
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Item 3. Interest of Certain Persons in or Opposition to Matters to Be Acted Upon
The board of directors unanimously approved the Amendment as of April 19, 2005.
At that time and as of the date of this Information Statement, the directors and
officers of Azonic beneficially owned 6,525,000 shares of common stock of
Azonic. Their interest in the Amendment was identical to that of other
stockholders.
Item 4. Proposals by Security Holders.
Not applicable as no shareholder proposals have been submitted.
(Continued)
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Item 5. Delivery of documents to security holders sharing an address.
We will only deliver one information statement to multiple stockholders sharing
an address, unless we have received contrary instructions from one or more of
the stockholders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
stockholder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any stockholder or
stockholders sharing an address to which multiple copies are now delivered, upon
written request to us at our address noted above.
Stockholders may also address future requests regarding delivery of information
statements and/or annual reports by contacting us at the address noted above.
Where You Can Find More Information
The Company files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information the Company files at the
Securities and Exchange Commission's public reference room in Washington, D.C.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. The Company's filings with the
Securities and Exchange Commission are also available to the public from
commercial document retrieval services and at the web site maintained by the
Securities and Exchange Commission at "http://www.sec.gov."
June 16, 2005
By Order of the Board of Directors
/s/ Carrie J. Weiler
----------------------------------
Name: Carrie J. Weiler
Title: Corporate Secretary
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