UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
AZONIC CORP.
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(Exact name of registrant as specified in its corporate charter)
000-26509
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(Commission File No.)
Nevada 84-1517404
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(State of Incorporation) (IRS Employer Identification No.)
2530 South Rural Road.
Tempe, Arizona 85282
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(Address of principal executive offices)
(480) 731-9100
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(Registrant's telephone number)
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AZONIC, INC.
NOTICE TO SHAREHOLDERS PURSUANT TO
SECTION 14F OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
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NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT
TO SEND THE COMPANY A PROXY.
GENERAL
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This Information Statement is being mailed on or about June __, 2003 to the
holders of record as of June __, 2003, of common stock, (the "common stock"), of
Azonic, Inc., a Nevada corporation (the "Company"). You are receiving this
Information Statement in connection with the Company's appointment of new
directors, to the Board of Directors of the Company (the "Designee").
Effective ten days after this Notice to Shareholders is mailed in
compliance with Section 14f of the Securities Exchange Act of 1934., J.R. Nelson
resigned as Director. Howard Baer has become Chairman and was appointed to the
Board of Directors on June 13, 2003.
CONSUMMATION OF A TRANSACTION HAS RESULTED IN A CHANGE OF CONTROL.
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On ________, 2003, Carriage Hous Capital Corp, entered into a Share
Purchase Agreement whereby it purchased 5,700,000 shares or 95% of Azonic Corp.
from J.R. Nelson, John and Lisa Brasher and Nordstom Forbes & Lincoln, Inc.
No action is required by the shareholders of the Company in connection with
the appointment of the new persons to the Board. However, Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the
mailing to the Company's shareholders this Information Statement not less than
ten days prior to the change in a majority of the Company's directors otherwise
than at a meeting of the Company's shareholders.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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VOTING SECURITIES OF THE COMPANY:
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On May 30, 2003, there were 36,087,381 shares of common stock issued and
outstanding. Each share of common stock entitles the holder thereof to one vote
on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
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The sole class of equity securities of the Company issued and outstanding is
the common stock.
The following table sets forth, as of May 30, 2003, certain information
with respect to the common stock beneficially owned by (i) each Director,
nominee and executive officer of the Company; (i) each person who owns
beneficially more than 5% of the common stock; and (iii) all Directors, nominees
and executive officers as a group:
Name and Address of Amount and nature of Post Transaction*
Beneficial Owner Beneficial Ownership (1) % of Class
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Carriage House Capital Corp. 5,700,000 95%
(beneficially Howard Baer)(3)
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J.R. Nelson (2) 100,000 1.6%
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Kevin Baer (1) 0 0
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Jeffery Richards (1) 0 0
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All Current Officers and
Directors as a Group 5,800,000 96.6%
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Officers & Directors as a
Group, including new appointees
and excluding resigning
directors 5,700,000 95%
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Total Shares Issued and
Outstanding 6,000,000 100%
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* Transaction refers to Plan and Agreement of Reorganization whereby
Southern Group International, Inc. has acquired 100% of the issued and
outstanding shares of National Coal Corp. in exchange for 34,200,000 newly
issued shares.
(1) Officer
(2) Resigning Director/Officer
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(3) Director
All of the above disclaim any beneficial ownership in shares owned by other
family members, except as noted.
Notes to the table:
Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares of common stock shown as
beneficially owned by them.
DIRECTORS AND EXECUTIVE OFFICERS
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The following sets forth the names and ages of the current Director,
nominees for directors and executive officers of the Company, the principal
positions with the Company held by such persons and the date such persons became
a Director or executive officer. The Directors serve one year terms or until
their successors are elected. The Company has not had standing audit, nominating
or compensation committees of the Board of Directors or committees performing
similar functions. All such applicable functions have been by the Board of
Directors as a whole. During the fiscal year ended December 31, 2002, the Board
of Directors held one formal meeting. There are no family relationships among
any of the Directors, nominees or executive officers.
JEFFERY R. RICHARDS, age 62, CFO obtained a Diploma of Theology in 1963 from
Australian College of Divinity, and a Diploma of Divinity in 1963 from
Australian College of Divinity. He obtained a Licentiate of Theology, Australian
College of Divinity in 1964 and a Diploma of Religious Education from New South
Wales Theological College in 1966. He obtained a Diploma of Theology in 1973
from Monash University, Australia. He earned a Bachelor of Economics and
Politics from the Australian Institute of Chartered Secretaries in 1975. He is a
Chartered Secretary in Australia and is a Certified Practicing Accountant (1974)
of the Australian Society of Accountants.
HOWARD R. BAER, age 60, Chairman and Director attended Burdette College in
Boston, MA from 1959 - 1960 where he studied business law and accounting. From
1989 to present he has been President and Director of Carriage House Capital of
Phoenix, AZ, which consults with and advises clients on capital structure and
business, and mergers and acquisitions.
KEVIN C. BAER, age 34, Secretary attended NSCC from 1987 - 1990 in Beverly, MA.
where he earned a AA in Marketing. From 1991 to present he has been employed by
Carriage House Capital Corp. where he started as a trainee and has been
Executive Vice President since 1997 to date. His primary responsibility was in
consulting with potential clients on capital structure, business plans and
mergers and acquisitions. From 1999 - 2001 he was Secretary Treasurer and
Director of Politics.Com, Inc. From 1994 to present he has been President,
Secretary and Treasurer of Northeast Investments, Inc., where he supervised
occasional investment opportunities.
J. R. NELSON. Mr. Nelson received a B.A. Degree in Communications with an
English minor and additional courses in Psychology. Until 1983 Mr. Nelson was an
Officer and Director of J.R. Nelson and Associates, Inc., a technical recruiting
company with over 250 employees that he cofounded in 1971. After selling his
ownership in 1983, he has since been self-employed as a business consultant. Mr.
Nelson is an executive officer or director of Boochm Systems, Incorporated, a
company that files or is required to file reports with the SEC. Mr. Nelson has
been an officer & director of the Company since inception. He was also
President and Director of Houston Operating Company 2000 to 2003.
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FAMILY RELATIONSHIPS
Kevin Baer is the son of Howard Baer.
STANDING AUDIT COMMITTEE. None.
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NOMINATION COMMITTEE. None.
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COMPENSATION COMMITTEE. None.
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EXECUTIVE COMPENSATION
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No other Directors of the Company have received compensation for their
services as Directors nor have been reimbursed for expenses incurred in
attending Board meetings.
The Company may pay compensation to its officers and Directors in the
future although no final determinations have been made as of the date hereof.
The Company did not provide compensation to the prior officers and
directors.
LEGAL PROCEEDINGS:
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The Company is not aware of any legal proceedings in which any Director,
nominee, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such Director, nominee, officer, affiliate of
the Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT:
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Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of the common stock and other equity securities of the
Company. Officers, Directors and greater than ten percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. The information in this section is based solely upon a
review of the Forms 3, 4 and 5 received by the Company.
The following persons who were directors, officers, or beneficial owners of
more than ten percent of the common stock of the Company, failed to file, on a
timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 since the company filed it Registration Statement of Form 10SB with the
Securities Exchange Commission.
J.R. Nelson, sole officer and director of the company and John Brasher
beneficial owner of more than 10% of the Company's common stock, were each
required to file a Statement of Beneficial ownership of Securities on
Form 3 at the time of the registration of the Company's securities under Section
12(g) of the 10 Act. None of them made a timely filing on Form 3. None of the
named individuals filed Form 5 for year ended March 31, 2003.
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OTHER INFORMATION:
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The Company files periodic reports, proxy statements and other documents
with the Securities and Exchange Commission. You may obtain a copy of these
reports by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.
Dated: June 11, 2003
By Order of the Board of Directors
Azonic, Inc.
By: /s/ Howard Baer
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Howard Baer, Chairman
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