SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended 0-28315
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December 31, 2003 Commission File No.
AZONIC CORPORATION
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(Exact name of Registrant as specified in its charter)
NEVADA 84-1517404
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(State or other jurisdiction of (I.R.S. Empl. Ident. No.)
incorporation or organization)
7 Dey Street, Suite 900, New York, New York 10007
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(Address of Principal Executive Offices) (Zip Code)
(212) 962-4400
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(Registrant's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
at least the past 90 days.
Yes X No
---- -----
The number of shares outstanding of each of the Registrant's classes of common
equity, as of February 4, 2004 are as follows:
Class of Securities Shares Outstanding
------------------------------ ------------------
Common Stock, $.001 par value 6,000,000
INDEX
Page of
Report
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PART I. FINANCIAL STATEMENTS
Item 1. Financial Statements.
Balance Sheets:
As of December 31, 2003 (Unaudited) and March 31, 2003 ... F-1
Statements of Operations (Unaudited):
For the three months ended December 31, 2003, year ended
March 31, 2003 and Cumulative from inception (May 1, 1996)
through December 31, 2003.................................. F-2
Statements of Cash Flows (Unaudited):
For the three months ended December 31, 2003, year ended
March 31, 2003 and Cumulative from inception (May 1, 1996)
through December 31, 2003.................................. F-3
Statement of Changes in Stockholders' Equity (Unaudited):
From inception (May 1, 1996) through December 31, 2003..... F-4
Notes to Financial Statements (Unaudited) ................. F-5
Item 2. Management's Discussion and Analysis or Plan of Operation... 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................ 12
Signatures.................................................. 12
2
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
AZONIC CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
Dec. 31 Mar. 31
2003 2003
--------- --------
Current Assets: $ -0- $ -0-
Plant, Property and Equipment: -0- -0-
Other Assets:
Organization costs - net- -0- -0-
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TOTAL ASSETS $ -0- $ -0-
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities: $ -0- $ -0-
Stockholders' Equity:
Preferred Stock: 5,000,000 shares
Authorized; $.001 par value; -0- -0-
none issued and outstanding
Common Stock: 50,000,000 shares
Authorized; $.001 par value;
6,000,000 shares outstanding 6,000 6,000
Paid in Capital (deficit) (4,200) (5,700)
Deficit accumulated during
The development stage (1,800) (300)
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Total Stockholders' Equity -0- -0-
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0-
====== ======
The accompanying notes are an integral part of the financial statements.
F-1
AZONIC CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Periods as Noted
(Unaudited) (Audited)
3 Months Year May 1, 1996
Ended Ended (Inception) to
12-31-03 3-31-03 Dec. 31, 2003
----------- ----------- --------------
Revenues: $ -0- $ -0- $ -0-
----------- ----------- --------------
Costs and Expenses:
Amortization -0- -0- 50
General and Administrative -0- -0- 250
Legal 1,500
----------- ------------ --------------
Net (Loss) from Operations -0- -0- (1,800)
Other Income (Expense) -0- -0- -0-
----------- ------------ --------------
Net (Loss) for the Period $ -0- $ -0- $ 1,800)
=========== ============ ==============
(Loss) per common share $ -0- $ -0- $ *
=========== ============ ==============
Weighted Average
Shares Outstanding 6,000,000 6,000,000 3,409,000
=========== ============= =============
* Less than ($.01) per share.
The accompanying notes are an integral part of the financial statements.
F-2
AZONIC CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Periods as Noted
(Unaudited) (Audited)
3 Months Year May 1, 1996
Ended Ended (Inception) to
12-31-03 3-31-03 Sept. 30, 2003
----------- ----------- --------------
Cash Flows from
Operating Activities $ -0- $ -0- $ -0-
Cash Flows from
Investing Activities -0- -0- -0-
Cash Flows from
Financing Activities -0- -0- -0-
Shareholder contribution 1,500
----------- ----------- --------------
Net Increase (Decrease) -0- -0- 1,500
Beginning Cash Balance -0- -0- -0-
----------- ----------- --------------
Cash Balance - End of Period $ -0- $ -0- $ -0-
=========== =========== ==============
Supplemental disclosure of noncash investing and financing activities:
Common Stock issued
for Organizational
costs & Services $ -0- $ -0- $ 300
=========== =========== ==============
The accompanying notes are an integral part of the financial statements.
F-3
AZONIC CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY For the Period May 1, 1996 (Inception)
to December 31, 2003
Common Stock Deficit
---------------------------------- Accumulated
Paid-in from
Shares Amount (Deficit) Inception
----------- -------- --------- -----------
Balances May 1, 1996 -0- $ -0- $ -0- $ -0-
Common stock issued
For services & costs 1,000,000 1,000 (950)
Net Loss 3-31-97 -0- -0- -0- (9)
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Balance 3-31-97 1,000,000 1,000 (950) (9)
Net loss 3-31-98 -0- -0- -0- (10)
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Balance 3-31-98 1,000,000 1,000 (950) (19)
Net loss 3-31-99 -0- -0- -0- (31)
---------- -------- --------- ---------
Balance 3-31-99 1,000,000 1,000 (950) (50)
Common stock issued
For services 8-10-99 5,000,000 5,000 (4,750)
Net loss 3-31-00 -0- -0- -0- (250)
---------- -------- --------- ----------
Balance 3-31-00 6,000,000 6,000 (5,700) (300)
Net Income 3-31-01 -0- -0- -0- -0-
---------- -------- --------- ----------
Balance 3-31-01 6,000,000 6,000 (5,700) (300)
Net Income 3-31-02 -0- -0- -0- -0-
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Balance 3-31-02 6,000,000 6,000 (5,700) (300)
Net Income 3-31-03 -0- -0- -0- -0-
---------- -------- --------- ----------
Balance 3-31-03 6,000,000 6,000 (5,700) (300)
Net Income 6-30-03 -0- -0- 1,500 (1,500)
---------- -------- --------- ----------
Balance 6-30-03 6,000,000 6,000 (4,200) (1,800)
Net Income 9-30-03 -0- -0- -0- -0-
---------- -------- --------- ----------
Balance 9-30-03 6,000,000 $ 6,000 $(4,200) $(1,800)
Net Income 12-31-03 -0- -0- -0- -0-
---------- -------- --------- ----------
Balance 12-31-03 6,000,000 $ 6,000 $(4,200) $(1,800)
========== ======== ========= ==========
The accompanying notes are an integral part of the financial statements.
F-4
AZONIC CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Unaudited)
December 31, 2003
NOTE 1: THE COMPANY
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Organization and Nature of Operations- The financial statements presented are
those of Azonic Corporation. The Company is a development stage company with no
operations. The Company is a "blank check" company which intends to enter into a
business combination with one or more as yet unidentified privately held
businesses. Its principal executive offices are located at 7 Dey Street, New
York, New York 10005. Azonic was initially incorporated in the state of Colorado
on May 1, 1996 as Grand Canyon Ventures Two, Incorporated. The Company changed
its name to Azonic Engineering Corporation on June 23, 1998. On November 12,
1999, it was redomiciled to the State of Nevada by merging into its wholly-owned
subsidiary, Azonic Corporation, which now is the name of the Company. As a
result of the merger, the Company has changed the par value of its common stock
to $.001. The accompanying financial statements have been restated to reflect
this change.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
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Condensed Financial Statements - The financial statements dated 9-30-03 included
herein have been prepared by Azonic Corporation (the "Company") without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading. While management believes the procedures followed in
preparing these financial statements are reasonable, the accuracy of the amounts
are, in some respects, dependent upon the facts that will exist, and procedures
that will be accomplished by the Company in the future.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from those estimates.
F-5
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Continued)
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Income Taxes - The Company provides for income taxes using the asset and
liability method as prescribed by Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amount of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Income Taxes - As of December 31 30, 2003 the Company had a net operating loss
carryforward of $1,800, which expires in varying amounts from 2012 to 2015.
Generally, these operating losses are available to offset future federal and
state taxable income.
Loss per Common Share - Loss per common share is computed using the weighted
average number of common shares outstanding during each period.
Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents.
Comprehensive Income - The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130 Reporting Comprehensive Income, effective April 1,
1998. SFAS No. 130 establishes standards for reporting comprehensive income and
its components (revenues, expenses, gains and losses). Components of
comprehensive income are net income and all other non-owner changes in equity.
SFAS No. 130 requires an enterprise to (a) classify items of other comprehensive
income by their nature in a financial statement, and (b) display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement of financial
position. The Company has no items of comprehensive income at September 30,
2003.
NOTE 3: RELATED PARTY TRANSACTIONS
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The Company's corporate offices are located in the offices of is principal
stockholder, Infinity Capital Group, Inc. (hereinafter "Infinity") and that of
its President, CEO and Chairman of the Board Greg Laborde on a rent-free basis.
Furthermore, all legal and accounting costs with the exception of the work
prepared by the independent auditors are paid for and provided without charge to
the Company by SEC Attorneys, LLC of North Haven, Connecticut, a corporate
entity which provides such services to Infinity Capital Group, Inc, its
principal shareholder.
F-6
NOTE 4: STOCKHOLDERS' EQUITY
----------------------------
Capital Structure - The Company was originally incorporated under Colorado law
on May 1, 1996, under the name of Grand Canyon Ventures Two, Incorporated. On
June 23, 1998, the Company amended its Articles of Incorporation and changed its
name to Azonic Engineering, Incorporated. On September 17, 1999, Azonic
Corporation was formed in Nevada. On November 12, 1999 Azonic Engineering,
Incorporated was merged into Azonic Corporation. The surviving capital structure
now consists of 55 million shares of $.001 par value stock, of which 50 million
shares are designated as common stock and 5 million shares are designated as
preferred stock. Stockholders' equity has been restated from inception to
conform to the current capital structure.
Preferred Stock - No shares of the Company's preferred stock have been issued as
of September 30, 2003. Dividends, voting rights and other terms, rights and
preferences have not been designated. The Company's board of directors may
establish these provisions from time to time.
Common Stock - 1,000,000 shares of common stock have been issued at $0.00005 in
exchange for services performed and costs advanced to organize the Company in
May 1996.
On August 10, 1999, the board of directors authorized the issuance of 5,000,000
shares of common stock at $0.00005 per share to the Company's president in
exchange for services valued at $250.
F-7
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information
relating to Azonic that are based on the beliefs of its management as well as
assumptions made by and information currently available to its management. When
used in this report, the words "anticipate," "believe," "estimate," "expect,"
"intend," "plan" and similar expressions, as they relate to Azonic or its
management, are intended to identify forward-looking statements. These
statements reflect management's current view of Azonic concerning future events
and are subject to certain risks, uncertainties and assumptions, including among
many others: a general economic downturn; a downturn in the securities markets;
a general lack of interest for any reason in going public by means of
transactions involving public blank check companies; federal or state laws or
regulations having an adverse effect on blank check companies, Securities and
Exchange Commission regulations which affect trading in the securities of "penny
stocks," and other risks and uncertainties. Should any of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this report as
anticipated, estimated or expected. Readers should realize that Azonic is in the
development stage, with virtually no assets, and that for Azonic to succeed
requires that it either originate a successful business (for which it lacks the
funds) or acquire a successful business. Azonic's realization of its business
aims as stated herein will depend in the near future principally on the
successful completion of its acquisition of a business, as discussed below.
Item 2. Management's Discussion and Analysis or Plan of Operation.
BACKGROUND. Azonic was incorporated in the State of Colorado on May 1, 1996
as Grand Canyon Ventures Two, Incorporated. The Company changed its name to
Azonic Engineering Corporation on June 23, 1998. On November 12, 1999, it was
redomiciled to the State of Nevada by merging into its wholly owned subsidiary
Azonic Corporation ("Company"), a Nevada corporation, which now is the name of
the Company.
The Company is in the development stage in accordance with Financial
Accounting Standards Board Standard No. 7. The Company has not been operational,
other than occasionally searching for a business or venture to acquire, as
described below, nor had revenues other than interest income since its
inception.
PLAN OF OPERATIONS
Azonic is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination. Azonic will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of Azonic will seek combination
candidates in the United States and other countries, as available time and
resources permit, through existing associations and by word of mouth. This plan
of operation has been adopted in order to attempt to create value for Azonic's
shareholders. For further information on Azonic's plan of operation and
business, please consult Azonic's registration statement on Form 10SB-12G
available on the EDGAR system of the U.S. Securities and Exchange Commission.
10
Azonic does not intend to do any product research or development. Azonic
does not expect to buy or sell any real estate, plant or equipment except as
such a purchase might occur by way of a business combination that is structured
as an asset purchase, and no such asset purchase currently is anticipated.
Similarly, Azonic does not expect to add additional employees or any full-time
employees except as a result of completing a business combination, and any such
employees likely will be persons already then employed by the company acquired.
COMPETITION. Azonic will be in direct competition with many entities in its
efforts to locate suitable business opportunities. Included in the competition
will be business development companies, venture capital partnerships and
corporations, small business investment companies, venture capital affiliates of
industrial and financial companies, broker-dealers and investment bankers,
management and management consultant firms and private individual investors.
Most of these entities will possess greater financial resources and will be able
to assume greater risks than those which Azonic, with its limited capital, could
consider. Many of these competing entities will also possess significantly
greater experience and contacts than Azonic's Management. Moreover, Azonic also
will be competing with numerous other blank check companies for such
opportunities.
EMPLOYEES. Azonic has no full-time employees, and its only employees
currently are its officers. It is not expected that Azonic will have additional
full-time or other employees except as a result of completing a combination.
RESULTS OF OPERATIONS FOR QUARTER ENDED DECEMBER 31, 2003 COMPARED TO SAME
QUARTER IN 2002
THIRD QUARTER 2003 - During the third fiscal quarter ended December 31,
2003, Azonic incurred a net income of $-0-. The Company paid no rent or salaries
and had no operations during the quarter.
THIRD QUARTER 2002 - During the third fiscal quarter ended December 31,
2002, Azonic incurred a net loss of $-0-. The Company paid no rent or salaries
and had no operations during the quarter.
LIQUIDITY and CAPITAL RESOURCES
The Company's corporate offices are located in the offices of is principal
stockholder, Infinity Capital Group, Inc. (hereinafter "Infinity") and that of
its President, CEO and Chairman of the Board Greg Laborde on a rent-free basis.
Furthermore, all legal and accounting costs with the exception of the work
prepared by the independent auditors are paid for and provided without charge to
the Company by SEC Attorneys, LLC of North Haven, Connecticut, a corporate
entity which provides such services to Infinity Capital Group, Inc, its
principal shareholder. Azonic had $-0- cash on hand at the end of the quarter
and had no other assets to meet ongoing expenses or debts that may accumulate.
Since inception, Azonic has accumulated a deficit (net loss) of $300.
11
Azonic has no commitment for any capital expenditure and foresees none.
However, Azonic will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition.
Azonic's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $10,000 in the fiscal year ending March 31, 2003. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.
Azonic's current management and its counsel have informally agreed to
continue rendering services to Azonic and to not demand payment of sums owed
unless and until Azonic completes an acquisition. The terms of any such payment
will have to be negotiated with the principals of any business acquired. The
existence and amounts of Azonic debt may make it more difficult to complete, or
prevent completion of, a desirable acquisition. In addition, offices are
provided to Azonic without charge.
Azonic will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, Azonic is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Azonic believes that management members or
shareholders will loan funds to Azonic as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to Azonic, however, and it is not certain they will always want
or be financially able to do so. Azonic shareholders and management members who
advance money to Azonic to cover operating expenses will expect to be
reimbursed, either by Azonic or by the company acquired, prior to or at the time
of completing a combination. Azonic has no intention of borrowing money to
reimburse or pay salaries to any Azonic officer, director or shareholder or
their affiliates. There currently are no plans to sell additional securities of
Azonic to raise capital, although sales of securities may be necessary to obtain
needed funds. Azonic's current management and its counsel have agreed to
continue their services to Azonic and to accrue sums owed them for services and
expenses and expect payment reimbursement only.
Should existing management or shareholders refuse to advance needed funds,
however, Azonic would be forced to turn to outside parties to either loan money
to Azonic or buy Azonic securities. There is no assurance whatever that Azonic
will be able at need to raise necessary funds from outside sources. Such a lack
of funds could result in severe consequences to Azonic, including among others:
(1) failure to make timely filings with the SEC as required by the Exchange
Act, which also probably would result in suspension of trading or quotation
in Azonic's stock and could result in fines and penalties to Azonic under
the Exchange Act;
12
(2) curtailing or eliminating Azonic's ability to locate and perform suitable
investigations of potential acquisitions; or
(3) inability to complete a desirable acquisition due to lack of funds to pay
legal and accounting fees and acquisition-related expenses.
Azonic hopes to require potential candidate companies to deposit funds with
Azonic that it can use to defray professional fees and travel, lodging and other
due diligence expenses incurred by Azonic's management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to
make such a deposit.
Item 3. Controls and Procedures
The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.
There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
13
Item 5. Other Information
On January 30, 2004, the board of directors of Azonic with the written consent
of the holders of a majority of Azonic's outstanding shares of common stock
approved and recommended to amend Article 5 of the Certificate 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 vale of
$0.001 per share, and correspondingly increase the number of issued and
outstanding shares of common stock held by each stockholder of record at the
close of business on February 10, 2004, on a four-for-one (4-1) forward split
basis. 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.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - Exhibits 31 and 32 (Sarbanes-Oxley)
(b) Reports on Form 8-K - 8-K filed October 3, 2003 -
8-K/A filed October 16, 2003
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: February 4, 2003
AZONIC CORPORATION
By: /s/ Greg Laborde
----------------------------------
Greg Laborde, President
14