SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Rule 13d-101
Under the Securities Exchange Act of 1934
(Amendment No. __)*
AZONIC CORPORATION
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
054797 10 5
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(CUSIP Number)
Nibiru Capital Management Ltd.
Attention: David Smardon, CEO and Managing Partner
130 King Street West, 18th Floor
Toronto, Ontario,
Canada M5X 1E3
(905) 319-2548
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
09/27/2004
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(Date of Event which Requires Filing of this Statement)
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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) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Nibiru Capital Management Ltd.
000000000
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
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(3) SEC use only.
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(4) Source of funds (see instructions).
WC
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(5) Check 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.
Ontario, Canada
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Number of shares beneficially owned by each reporting person with:
(7) Sole voting power:
4,460,000
(8) Shared voting power:
0
(9) Sole dispositive power:
4,460,000
(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 if the aggregate amount in Row (11) excludes certain shares |_|
(see instructions).
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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 (see instructions).
CO
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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 September 27, 2004.
Item 2. Identity and Background.
(a) The name of the filing person is Nibiru Capital Management Ltd.,
an Ontario corporation ("Nibiru"). The directors of Nibiru are Dave
Smardon, Roger Wright, Patrick Caruso and Italo Cerra. The officers
of Nibiru are John Kelly, Chairman, Dave Smardon, Chief Executive
Officer, Italo Cerra, Chief Financial Officer and Corporate
Secretary, Patrick Caruso Executive Vice President and Doug Knox,
Executive Vice President. Each of the aforementioned directors and
executive officers is a citizen of Canada.
(b) The business address for Nibiru and each of the directors and
executive officers identified in Item 2(a) of this Statement is c/o
Nibiru Capital Management Ltd., 130 King Street West, 18th Floor,
Toronto, Ontario, Canada M5X 1E3.
(c) Nibiru's principal business is the investment business.
(d) Neither Nibiru 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 Nibiru 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) Ontario, Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Nibiru used working capital for the purchase of the Shares.
Item 4. Purpose of Transaction.
Nibiru acquired the Shares for investment purposes.
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.
There are no 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.
99.1 Form of Securities Purchase Agreement
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.
Nibiru Capital Management Ltd.
Date: 10/26/2004 /s/ David Smardon
Name: David Smardon
Title: CEO and Managing Partner
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