UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2004


                               Azonic Corporation
                              --------------------
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
======================================== ===================================== =====================================
                Nevada                                 0-28315                              84-1517404
                                                       -------                              ----------
---------------------------------------- ------------------------------------- -------------------------------------
    (State or other jurisdiction of            (Commission File Number)         (IRS Employer Identification No.)
            incorporation)
======================================== ===================================== =====================================
</TABLE>

               7 Dey Street, Suite #900, New York, New York 10007
                  -------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number:       (212) 962-4400
                                 --------------

Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$.001 par value (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

         Yes      [X]      No [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]



<PAGE>


State issuer's revenues for its most recent fiscal year: $ 0

As of March 31, 2004,  1,200,000 shares of the Company's Common Stock, $.001 par
value per share, were held by  non-affiliates,  which, based upon market closing
price on March 22, 2004, of $.50 had a value of $600,000.

The number of shares of Common Stock of the  registrant  outstanding as of March
31, 2004, were 24,000,000.



<PAGE>


                                TABLE OF CONTENTS

PART I                                                                      PAGE

   Item 1.  Description of Business                                           4
   Item 2.  Description of Property                                           10
   Item 3.  Legal Proceedings                                                 10
   Item 4.  Submission of Matters to a Vote of Security Holders               10


PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters          11
   Item 6.  Management's Discussion and Analysis or Plan of Operation         12
   Item 7.  Financial Statements                                              14
   Item 8.  Changes in and Disagreements With Accountants on Accounting       14
                  and Financial Disclosure
   Item 8a. Controls and Procedures                                           15


PART III

   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act           15
   Item 10. Executive Compensation                                            17
   Item 11. Security Ownership of Certain Beneficial Owners and Management    18
   Item 12. Certain Relationships and Related Transactions                    19
   Item 13. Exhibits and Reports on Form 8-K                                  19
   Item 14. Principal accountant fees and services                            19

SIGNATURES                                                                    20


                                       3
<PAGE>



                           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
only very limited 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.

                                     PART I


ITEM 1 - DESCRIPTION OF BUSINESS

CHANGE OF CONTROL

         In May 2003,  Azonic  underwent  a change of control.  Shareholders  of
Azonic sold, for cash, an aggregate of 5,700,000  shares of the 6,000,000 shares
of common stock issued and outstanding. These shares were sold to Carriage House
Capital  Corp.  in  an  arm's-length   transaction.   No  officer,  director  or
significant shareholder of Azonic had any interest in or to or relationship with
Carriage  House Capital  Corp.,  either prior to or following  the purchase.  In
connection with such stock purchase, J.R. Nelson, the sole officer and director,
resigned  from all such  positions.  As of June 13, 2003,  Mr. Kevin C. Baer was
appointed Secretary and Jeffery R. Richards was appointed CFO of the Company. As
of June 13,  2003,  Howard Baer was  appointed  as director  and Chairman of the
Board.

         On September 22, 2003, a change in control of the  Registrant  occurred
whereby Infinity Capital Group,  Inc. of New York, New York purchased  4,500,000
shares of common stock of the registrant and L&M  Specialties,  Inc. of Carlsbad
California  purchased  1,200,000  shares of common stock of the registrant  from
Carriage  House Capital Corp.  of Tempe,  Arizona.  As a result of the change of
control,  Mr. Kevin C. Baer resigned as Secretary,  Jeffery R. Richards resigned
as CFO of the  Registrant  and Howard Baer resigned as Chairman of the Board and
Director as of October 15, 2003.

                                       4
<PAGE>

         As a result of the change of  control,  the Board of  Directors  of the
Registrant had approved to change the corporate office from Littleton,  Colorado
to 7 Day Street, New York, New York 10007.

         On  March  23,  2004,  the  following  Amendment  to  the  Articles  of
Incorporation  was made effective through an Information  Statement  pursuant to
Section 14 of the Securities Exchange Act of 1934:

         The approval was 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,  with a par value of
$0.001  per  share,  and  correspondingly  increase  the  number of  issued  and
outstanding  shares of common  stock held by each  stockholder  of record,  on a
four-for-one (4-1) forward split basis.


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  ("Azonic  Colorado") 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  ("Azonic" or "Company"),  a Nevada  corporation,
which now is the name of the Company.


NEW BUSINESS PLAN

         As of March 29, 2004, the Company adopted a new Business Plan.

                                    OVERVIEW

         Azonic  Corp.,  (herein  referred  as "Azonic"  or "the  Company"),  is
incorporated  in the  State  of  Nevada  and is  currently  operating  from  its
corporate  headquarters in New York City, New York. Azonic's goal is to become a
telecommunication  service  provider  that  uses  sales/marketing  channels  and
financing/managerial   techniques   to  provide   up-to-date   telecommunication
technologies.  With such trends in our world such as globalization,  people rely
more and more on telecommunication  for business,  personal  communication needs
and pleasure.  Over the past decade, the numbers of Internet service subscribers
and wireless  phone users have seen  tremendous  growth.  In more recent  years,
wireless and  satellite  devices and other  broadband  Internet  equipment  were
introduced  to the  public and have  become  widely  popular.  Telecommunication
expenses are becoming a bigger and bigger  percentage  of household and business
disposable income. Azonic intends to enter this market and will initially act as
a marketer of value-added products and services as a reseller.

                                    INDUSTRY

         Although the U.S.  telecommunications  industry has been in  transition
recently,  management believes there are a few promising  sub-sectors within the
industry.  VOIP, or Voice Over Internet  Protocol,  is among the fastest growing
telecommunication services. According to a study by Insight Research, VOIP-based
services  could grow from $13 billion in 2002 to  approximately  $197 billion in
2007.

                                       5
<PAGE>

         VOIP is an alternative  telephony that can replace services provided by
traditional  telephone  network.  VOIP  works by  taking  the  audio  signal  of
telephone  calls and translating it into digital data packets - a process called
packet switching.  The packets are then transmitted via the Internet in the same
way as other data such as emails.  These  digital  packets are then  reassembled
back into analog audio  streams at the call's  destination.  Unlike  traditional
telephone  networks,  VOIP does not use  dedicated  circuits for each  telephone
call.  Instead,  the same VOIP network can be shared by multiple users for voice
and data  transmission  simultaneously.  This type of  network  sharing  is more
efficient and can generate significant cost savings to end-users.

         VOIP calls may take various forms. The "digitization"  process can take
place at the  customer's  home. A device called digital phone adapter is used to
hook up a regular telephone with a broadband Internet connector, usually a cable
or DSL  modem.  When a call  is  placed,  the  voice  signal  is  digitized  and
transmitted  through the broadband  Internet.  Because this type of VOIP service
requires broadband Internet access, it is also referred to as "cable telephony".
Broadband Internet subscribers in the U.S. reached 17.4 million in 2002 and have
since then seen strong growth as multimedia content, such as streaming video and
audio,  grows  more and more  popular  over the  Internet.  The total  number of
broadband subscribers is projected to reach 49 million in 2007.(1)

         In  addition,  VOIP calls may be carried  via calling  cards.  Customer
accounts are  represented by sets of PIN numbers - a series of numbers with 8 to
15 digits. Before a call is connected,  a set of PIN numbers must be keyed in by
the call placer or  automatically  by a number  recognition  program at the call
originator's  local phone switch. The call is then connected and timed; usage is
deducted  from  the  value  of  the  calling  card.  VOIP  calling  cards  offer
competitive  domestic and international  long distance rates at acceptable voice
quality. Azonic management estimates VOIP rates on average are 30-70% lower than
those offered by long distance companies such as AT&T and Sprint.


--------
1 Leichtman Research Group, November 2002

                                     PRODUCT

         Azonic plans to launch two product lines  initially.  The first product
line is to offer  residential  and  business  customers  with local  and/or long
distance phone  services.  Customers who already have broadband  Internet access
simply need to purchase a digital phone adapter and plug it into their cable/DSL
modems and then hook up their  telephone  sets or fax machines  with the adapter
the same way as plugging the phone cord into a phone jack. Digital phone adapter
is a device  the  size of a  cigarette  box and will be  offered  by  Azonic  to
purchase or lease. After a few  straightforward  step-by-step  installations and
settings,  customers  can  make and  receive  phone  calls  the same way as with
traditional telephone services. Azonic plans to charge residential customers $35
per month for  unlimited  local and long  distance  service  package and $25 per
month for local only  services.  All  package  include  "features"  such as call
waiting,  caller ID, call forwarding,  three-way  calling and voicemail.  Azonic
intends to also offer  international  long  distance  service  to  customers  at
compelling  rates. For business  customers,  service packages include  unlimited
local  and long  distance  calls,  a free  fax  line and all the  abovementioned
features and cost $50 per month.

                                       6
<PAGE>

         The second  product  line  planned by Azonic is  prepaid  calling  card
service.  Calling  cards take either of two forms.  The first form is a physical
card  with a face  value  of $20 or  $50  and is  distributed  at gas  stations,
convenient  stores or other local shops.  Customers can buy these cards,  follow
the   instructions   printed  on  the  back  of  cards  and  make  domestic  and
international  long distance calls at payphones,  regular  residential phones or
cellular  phones.  The second form is just a PIN number which can be  programmed
into the customer's telephone. When long distance calls are placed, the usage is
deducted  from the value of the  calling  card.  Customers  may choose to either
buy-as-use or set up automatic programs to buy new cards and charge their credit
cards  each  time a card is used  up.  Azonic  intends  to offer  both  forms of
service.


                                BUSINESS STRATEGY

         Initially,   Azonic  will  focus  on  reselling  of  VOIP  services  to
capitalize on the potential growth of the industry, because of the minimal entry
capital requirements.  The Company is in the process of negotiation with several
of VOIP service  providers to purchase  their  services at wholesale  prices and
resell to end users such as consumers and businesses.

         In the intermediate to long-term,  Azonic may seek  acquisitions in the
VOIP  services  field that will enhance or expand the Company's  product  lines.
There are many emerging hard and soft  technologies  and business  models in the
telecommunication  industry.  The Company will seek  opportunities  that provide
value-added  products  and  services  to  customers  and at the same time  build
shareholder value.


                                   COMPETITION

         Azonic may compete with traditional  telephone service providers,  VOIP
providers and other  resellers.  Management  believes VOIP services bare pricing
advantages over  traditional  phone.  Traditional  phone services are liable for
various taxes and regulatory charges while for VOIP services at this time, users
only need to pay regular sales taxes. Among the existing services in the market,
VOIP packages  represent 25-50% savings over traditional  phone service packages
(refer to table on the next page).  For those  consumers and businesses that are
already  Broadband  Internet  subscribers,  these  savings  often  mean they can
receive "very low cost  broadband  Internet long distance  service" by switching
from  traditional  telephone to VOIP  service.  Azonic  believes  VOIP  services
possess great  potential for residential  customers and small  businesses due to
the cost-conscious nature of these groups.

                                       7
<PAGE>

                               CURRENT COMPETITORS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>       <C>                <C>          <C>
        SEE NOTE BELOW:           Verizon       AT&T      Talk America       IDT          Vonage
        ---------------           -------       ----      ------------       ---          ------
Basic Plan
Offering Price                      $17        19.99          22.95          N/A           $15
Final Bill*                         $25         $31            $35           N/A           $17

Unlimited Local and Regional
Offering Price                     35.99       25.99          38.95          N/A            25
Final Bill*                         $48         $37            $42           N/A           $27

Unlimited Local and Long Distance
Offering Price                     59.99       49.99          49.95         39.99          $35
Final Bill*                         $85         $70            $70           $54           $37

Business Unlimited plus Fax
Offering Price                     89.98         75            85            N/A          49.99
Final Bill*                        $120         $100          $110           N/A           $55
-------------------------------------------------------------------------------------------------------
</TABLE>

* Prices are estimated according to federal and regulatory charges and fees and
federal and local sales taxes.

Note:  Due to  constantly  changing  offerings by each of the companies and many
variables, these may not represent current offerings by the companies, or actual
billings.

         Azonic  will  face  competition  from  other  VOIP  service  providers,
particularly at the initial stage when Azonic's plan is to resell VOIP services.
Resellers  typically  contract with  wholesalers  to buy "usage" at discount and
resell telephone packages at higher retail prices. Due to the minimum barrier to
entry,  competition among resellers can potentially be ferocious.  However,  the
Company  believes  the VOIP  market is  largely  undeveloped  and  market  share
acquisition  in the  early  stage  tend to  possess  "first  come  first  serve"
characteristic.  By  introducing  and educating  customers  about VOIP services,
Azonic hopes to obtain a stable and loyal  customer base.  Additionally,  Azonic
believes the Company's  competitive  advantage  lies in  management's  extensive
experience  in  sales  and  marketing  and  strong   relationships   within  the
telecommunication industry.


                                    MARKETING

         The Company  plans to launch a marketing  campaign  targeting  the more
cost  conscious and price  sensitive  residential  and small  business  markets.
Management plans to utilize three marketing tools:  newspaper,  fax and Internet
based  advertisements.  Internet based  advertising will include both emails and
banner ads and links  through other  websites and will target mostly  consumers.
The    purpose    is    to    create     awareness    of    Azonic's     website
(http://www.azoniccorp.com)  where  the  Companies  services  are  detailed  and
consumers can choose and sign up for different service packages online. In spite
of the recent  regulation on Spam email and the undergoing  debate on banner and
pop-up ads,  Internet based advertising is by far the most cost effective method
for  product  introduction.  The  population  of  individuals  who are  becoming
technologically  savvy is  increasing  worldwide,  and is more  acceptant of new
innovative  products and  services.  For a growing  larger  percentage  of these
individuals,  the Internet is the medium of choice,  and they are spending  more
time online relative to television and radio.

                                       8
<PAGE>

         Optin fax will focus on small  businesses.  Fax is more cost  effective
than mass mailing and,  according to management's  past successful  experiences,
serves the same  purpose:  to  deliver  to  potential  customers  a hardcopy  of
Azonic's product introduction. Newspaper advertisement,  although generally more
costly, will add to optin fax and Internet advertising to enhance Azonic's brand
awareness.  The Company  plans to invest  $10,000 in marketing and the budget is
expected to be spent over the first 4 months.  After this  initial  introductory
period,  the Company plans to take  advantage of cash inflows from customers and
to increase marketing budgets.


                                PLAN OF OPERATION

         Azonic plans to acquire its initial  customers in summer 2004, and will
attempt to add new customers to both  residential and business  category in each
month thereafter.

         Residential services package rates range from $25 to $35 averaging $30.
Business packages average $50. Prepaid cards/services retail at average price of
$30. Based on undergoing negotiations with wholesalers, Azonic estimates overall
gross margin of 25%. The Company  plans pay 40% of gross  profits to sales staff
as  commissions.  The company  intends to keep a modest  operation and estimates
monthly  Office  and  Miscellaneous  Expenses  to start at $2,000 per month with
$3,000 the maximum.

NEED FOR ADDITIONAL FINANCING

         The Company does not have capital sufficient to meet the Company's cash
needs,  to carry out its business  plan.  The Company will have to seek loans or
equity  placements to cover such cash needs. Lack of its existing capital may be
a sufficient  impediment to prevent it from accomplishing the goal of completing
its business plan.  There is no assurance,  however,  that without funds it will
ultimately allow registrant to complete a business combination.  Once a business
combination  is completed,  the  Company's  needs for  additional  financing are
likely to  increase  substantially.  The Company  will need to raise  additional
funds to conduct its business  activities in the next twelve months.  Management
has no  current  plan to seek  capital  in the form of  loans  or stock  private
placements at this time.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

                                       9
<PAGE>

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company  expects to hire three employees in the next twelve months,
however, if it achieves a business growth, it may acquire or add employees of an
unknown number in the next twelve months.

         The Company's  auditor has issued a "going  concern"  qualification  as
part of his opinion in the Audit Report.  There is  substantial  doubt about the
ability of the Company to continue as a "going concern." The Company has a start
up business,  limited capital of $7,500 in cash, no other assets, and no capital
commitments.  The  effects  of such  conditions  could  easily  be to cause  the
Company's bankruptcy, except there are no assets to liquidate in Bankruptcy.

ITEM 2 - DESCRIPTION OF PROPERTY

         The Company does not own property.  The Company's  mailing address is 7
Dey Street, Suite #900, New York, New York 10007.

ITEM 3 - LEGAL PROCEEDINGS

         The  Company  is  not a  party  to  any  legal  proceedings,  nor  does
management believe that any such proceedings are contemplated.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At the  Special  meeting of  shareholders  held on January 30, 2004 the
shareholders  elected Greg Laborde and Karl Nelson directors of the Corporation.
The shareholders also approved the appointment of Larry O'Donnell,  CPA, P.C. as
auditor for the fiscal year ending March 31, 2004.  There were 4,500,000  shares
represented  in person  and no shares  were  represented  by proxy.  Each of the
directors  elected received 100% of the votes of the shares present.  There were
no votes recorded against any of the directors elected at the meeting.

                                       10
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) During the fiscal year ended March 31, 2004, the Common Shares were
quoted under symbol "AZOO" on the Pink Sheets operated by the National Quotation
Bureau, but few transactions have taken place, and there is no active market for
the Common  Shares at this time  (Prior to 4 for 1 forward  split on January 31,
2004, the stock was quoted as AZOI).


                      2002 FISCAL YEAR (4/1/02 TO 3/31/03)

         No reliable quotes available due to inactivity in Pink Sheets.


                      2003 FISCAL YEAR (4/1/03 TO 3/31/04)

                                    High                      Low

1st Quarter                          .95                       .95
2nd Quarter                         1.00                      1.00
3rd Quarter                         1.00                      1.00
4th Quarter                         2.00                       .50

         There currently is a limited public market for Azonic's common stock in
the pink,  and no  assurance  can be given that a market will  develop or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Unless and until  Azonic's  common  shares  are  quoted on the NASDAQ  system or
listed on a national  securities  exchange,  it is likely that the common shares
will be  defined  as  "penny  stocks"  under  the  Exchange  Act  and SEC  rules
thereunder.  The Exchange Act and penny stock rules generally impose  additional
sales practice and disclosure  requirements upon  broker-dealers  who sell penny
stocks  to  persons  other  than  certain  "accredited   investors"  (generally,
institutions  with assets in excess of $5,000,000 or individuals  with net worth
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly
with spouse) or in transactions not recommended by the broker-dealer.

         For transactions  covered by the penny stock rules,  the  broker-dealer
must  make a  suitability  determination  for each  purchaser  and  receive  the
purchaser's written agreement prior to the sale. In addition,  the broker-dealer
must make certain mandated  disclosures in penny stock  transactions,  including
the actual  sale or  purchase  price and actual  bid and offer  quotations,  the
compensation to be received by the broker-dealer and certain associated persons,
and deliver certain disclosures  required by the SEC. So long as Azonic's common
shares are  considered  "penny  stocks",  many brokers will be reluctant or will
refuse to effect transactions in Azonic's shares, and many lending  institutions
will not permit the use of penny stocks as collateral for any loans.

         (b) As of March 31, 2004,  there were 35  shareholders of record of the
Registrant's common stock.

         (c) The Registrant has neither  declared nor paid any cash dividends on
its common  stock,  and it is not  anticipated  that any such  dividend  will be
declared or paid in the foreseeable future.

         Effective August 11, 1993, the Securities and Exchange  Commission (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for  transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a

                                       11
<PAGE>

disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Dividends

         The Company has not paid any dividends to date,  and has no plans to do
so in the immediate future.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

          Twelve month period ending March 31, 2004 and March 31, 2003

         The Company  had no  revenues in 2003 fiscal year or 2004 fiscal  year.
The Company  adopted a new  business  plan in March 2004 which it is pursuing in
VOIP marketing.  The Company  incurred  general and  administrative  expenses of
$18,886 in fiscal  2003  compared to no  expenses  in fiscal  2002.  The loss on
operations  was ($18,886) in fiscal 2003  compared to none in fiscal 2002.  Loss
per share in fiscal 2003 was nominal compared to none in 2002 fiscal year.

         The trend of losses can be expected  to  continue  until the Company is
able to generate revenue in excess of expenses.

                         LIQUIDITY AND CAPITAL RESOURCES

         At year end,  the  Company  had no  operating  capital or other  liquid
assets at year end and is reliant upon  advances from  shareholders  or loans to
pay any expenses  incurred.  The Company had no commitments  from any person for
advances or loans. Its only source for capital could be sale or licensing of the
patent the company holds, loans, or private placements of common stock.

         The Company remains in the development stage and, since inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources now at March 31, 2004.

Need for Additional Funding

         The  Company  is  unable  to  carry  out any plan of  business  without
funding. The Company cannot predict to what extent its current lack of liquidity
and capital resources will impair the business  operations whether it will incur
further operating losses. There is no assurance that the Company can continue as
a going concern without substantial funding, for which there is no source.

         The  Company  estimates  it will  require  $30,000  to $40,000 to cover
legal, accounting, transfer and miscellaneous costs of being a reporting company
in the next fiscal  year.  The Company  will have a cash  shortfall  for current
annual costs of at least  $30,000 to $40,000,  for which it has no source except
shareholder loans or contributions, none of which have been committed.

                                       12
<PAGE>

         The Company does not have capital sufficient to meet the Company's cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of  successfully  executing  its business  plan.  The Company will need to raise
additional funds to conduct its business activities in the next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

         The Company has no plans for any research and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

         The Company has no expectation or anticipation  of significant  changes
in number of  employees in the next twelve  months,  except for plans for a part
time salesperson. It may add full or part time employees of an unknown number in
the next twelve months.

         Going  concern  qualification:  The  Company has  incurred  significant
losses from  operations  for the year ended March 31, 2004,  and such losses are
expected to  continue.  In  addition,  the Company has no working  capital.  The
foregoing raises  substantial doubt about the Company's ability to continue as a
going concern. Management's plans include seeking additional capital and/or debt
financing  or the  possible  sale of the  Company.  There is no  guarantee  that
additional  capital  and/or debt  financing  will be  available  when and to the
extent  required,  or that if available,  it will be on terms  acceptable to the
Company.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

                                       13
<PAGE>

         The  Company  has the  following  capital  commitments  for  leases and
equipment:

Capital Commitments: NONE

Equipment: NONE

Office Premises

         The Company  shares its premises  located at 7 Dey Street,  Suite #900,
New York, New York 10007, with Infinity Capital, Inc. its major shareholder. The
Company pays no rent for the premises.

ITEM 7 - FINANCIAL STATEMENTS

         The response to this item is  submitted  as a separate  section of this
report beginning on page F-1.

ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         Effective on May 22, 2003, Levine, Hughes & Mithuen, Inc. was dismissed
as the principal  accountant engaged to audit the financial statements of Azonic
Corporation (the "Company").  The Board of Directors approved the termination of
the relationship.  Levine,  Hughes & Mithuen,  Inc.  performed the audits of the
Company's financial statements for the fiscal years ended March 31, 2002. During
these periods and the subsequent interim period prior to their dismissal,  there
were no  disagreements  with  Levine,  Hughes & Mithuen,  Inc.  on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or  procedure,  which  disagreements  if not resolved to Levine,  Hughes &
Mithuen, Inc.'s satisfaction would have caused Levine, Hughes & Mithuen, Inc. to
make reference to this subject matter of the  disagreements  in connection  with
Levine, Hughes & Mithuen,  Inc.'s report, nor were there any "reportable events"
as such term is defined in Item  304(a)(1)(iv)  of Regulation  S-K,  promulgated
under the Securities Exchange Act of 1934, as amended ("Regulation S-K").

         The audit reports of Levine,  Hughes & Mithuen,  Inc. for the Company's
fiscal  years ended March 31, 2001 and 2002 did not contain an adverse  opinion,
or a disclaimer of opinion,  or qualification or modification as to uncertainty,
audit scope, or accounting principles.

         The Company requested Levine, Hughes & Mithuen, Inc. to furnish it with
a letter addressed to the Securities and Exchange  Commission stating whether it
agrees with the  statements  made above by the  Company.  A copy of such letter,
dated  September 5, 2003,  is filed with the Form 8-K filed with the  Securities
and Exchange Commission on September 11, 2003.

         Effective on May 22, 2003, the Company engaged Larry O'Donnell, CPA, PC
to audit  the  Company's  financial  statements.  Prior to its  engagement,  the
Company had not consulted with Larry O'Donnell, CPA, PC with respect to: (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed;  (ii) the type of audit opinion that might be rendered on
the  Company's  financial  statements;  or (iii) any matter  that was either the
subject or disagreement (as defined in Item  304(a)(1)(iv) of Regulation S-K) or
a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K.

         Board of  Directors of the Company  approved the change in  accountants
described herein.

                                       14
<PAGE>

ITEM 8a - 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 has  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 III

ITEM  9  -  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The current Executive officers of Registrant at March 31, 2004 are:

         NAME               POSITION HELD                               TENURE
         ----               -------------                               ------

         Greg Laborde       Chairman and CEO                            Annual
         Karl Nelson        V.P. Marketing & Business Development       Annual

         The persons who are directors of the Registrant at March 31, 2004 are:

         NAME                               AGE
         ----                               ---

         Greg Laborde                       39
         Karl Nelson                        41

Business Experience

         The following is a brief account of the business  experience  during at
least the past five years of the  persons  designated  to be new  directors  and
officers of the Registrant,  indicating the principal  occupation and employment
during  that  period  by  each,  and the  name  and  principal  business  of the
organizations by which they were employed.

Greg Laborde, Chairman & CEO

         Mr.  Laborde has over 17 years of experience on Wall Street in areas of
investment banking,  trading and sales and financial  consulting.  Starting from
1986, Mr. Laborde worked in corporate finance at a number of New York City based
investment banks including Drexel Burnham  Lambert,  Lehman Brothers,  Gruntal &
Co. and Whale  Securities.  During  his Wall  Street  tenure,  Mr.  Laborde  was
involved in over 20 public and private financing  transactions totaling over 100
million dollars.  In 1999, he founded and took public Origin Investment Group, a
Business  Development  Company  that was  involved  in  investing  in IT related
business.  In later December 2001, Origin completed a merger with  International
Wireless,  Inc., a private company  involved in developing  visual  intelligence
software  solutions  for  wireless  and  mobile  devices.  Mr.  Laborde  holds a
Bachelor's  Degree of Science from  Lafayette  College.  Mr. Laborde is 39 years
old.  Mr.  Laborde has been the CEO,  President  and  Director  of Azonic  since
October 2003.

                                       15
<PAGE>

Karl Nelson, Vice President, Marketing & Business Development

         Mr.  Nelson  worked  on Wall  Street  from 1985 to 1994 in the areas of
investment  banking,  sales and trading with firms  including  Lehman  Brothers,
Shearson,  Gruntal &  Rosenkrantz & Co. His  experience  in  investment  banking
included  helping bring public numerous  emerging  market and  biopharmaceutical
companies through private placements and IPO's.

         Mr. Nelson has eight years experience in the Telecom Industry, with six
years as President and Founder of  International  Service Group Inc. (ISG).  ISG
was a company that developed international voice communications routes in Africa
and  Asia as well as a "214"  licensed  switched  based  reseller  of  wholesale
minutes.   International   Service   Group  Inc.  set  up  Cisco  based  telecom
infrastructure  in various  countries,  via satellite  and local  earthstations,
voice traffic was sent from the U.S to these countries.

         ISG sold their bandwidth to both wholesale and retail telecom providers
including the largest multi national  telecom  providers down to prepaid calling
card providers.  Mr. Nelson's  responsibilities  included  marketing both to the
wholesale and retail markets via many different media outlets  including flyers,
newspapers,  magazines,  subway  advertisement,  retail sales  outlets,  private
labeling,  and other joint venture  advertising.  Sales revenue  increased  from
$50,000 to $2.1 million over a seven year period.

         Mr. Nelson attended Dartmouth College.

         No appointee for a director position has been found guilty of any civil
regulatory  or  criminal  offense  or is  currently  the  subject  of any  civil
regulatory proceeding or any criminal proceeding.

Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act") requires that the Company's  officers and  directors,  and persons who own
more  than  ten  percent  of  the  registered  class  of  the  Company's  equity
securities,  file  reports  of  ownership  and  changes  in  ownership  with the
Securities  and Exchange  Commission.  Officers,  directors and greater than ten
percent stockholders are required by regulation to furnish to the Company copies
of all Section 16(a) forms they file.

                                       16
<PAGE>

         The following persons failed to file forms on a timely basis during the
past two fiscal years as required under Section 16(a) as follows:


Greg Laborde                                           1x Form 3 (late filing)
Karl Nelson                                            1x Form 3 (late filing)


Conflicts of Interest

         Members of the Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

         The Company's  Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which any officer
or director  serves as an officer or  director or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

         There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.

ITEM 10- EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

Cash Compensation.

         Compensation paid for all services provided up to March 31, 2004 (1) to
each of our executive officers and (2) to all officers as a group.
<TABLE>
<CAPTION>
<S>                      <C>       <C>        <C>      <C>            <C>         <C>            <C>
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Name and Principal       Year      Salary     Bonus    Consulting     Number of   Securities       Long Term Compensation/
Position                                               Fees/Other     Shares      Underlying       Option
                                                       Fees ($)                   Options/
                                                                                  SARS (#)
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Greg Laborde, Chairman   2001             $0        0             $0           0                0                         0
and CEO
                         2002             $0        0             $0           0                0                         0
                         2003             $0        0             $0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Karl Nelson, Vice        2001             $0        0             $0           0                0                         0
President
                         2002             $0        0             $0           0                0                         0
                         2003             $0        0             $0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
Officers as a Group      2001             $0        0             $0           0                0                         0
                         2002             $0        0             $0           0                0                         0
                         2003             $0        0             $0           0                0                         0
------------------------ --------- ---------- -------- -------------- ----------- ---------------- -------------------------
</TABLE>
                                       17
<PAGE>

                     SUMMARY COMPENSATION TABLE OF DIRECTORS
                               (to March 31, 2004)
<TABLE>
<CAPTION>
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
<S>                     <C>          <C>            <C>           <C>             <C>                  <C>
Name                    Year         Annual         Meeting       Consulting      Number of Option     Securities Underlying
                                     Retainer       Fees ($)      Fees/Other      Shares Exercised     Options/SARS (#)
                                     Fees ($)                     Fees ($)
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Greg Laborde, Director  2001                     0             0               0                    0                           0
                        2002                     0             0               0                    0                           0
                        2003                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
Karl Nelson, Director   2002                     0             0               0                    0                           0
                        2003                     0             0               0                    0                           0
                        2003                     0             0               0                    0                           0
----------------------- ------------ -------------- ------------- --------------- -------------------- ---------------------------
</TABLE>

         The Company  formed an Audit  Committee on March 24, 2004.  Members are
the two current Board Members.  All Committee Members are independent  Directors
as defined by the Sarbanes-Oxley Act of 2002.

         The  Corporation  is a small business filer and has until July 31, 2005
to form an audit  committee as defined by the  Sarbanes-Oxley  Act of 2002.  The
Audit committee has yet to hire a "qualified financial expert" as defined by the
Sarbanes-Oxley Act of 2002.

         The Company has not adopted an Integrity and Ethics Policy.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table shows the share  ownership of officers,  directors
and 5% or greater shareholders as of March 31, 2004.
<TABLE>
<CAPTION>
<S>                                                        <C>                           <C>
---------------------------------------------------------- ----------------------------- -----------------------------
        Name and Address of Beneficial Ownership               Amount and Nature of            Percent of Class
                                                               Beneficial Ownership
---------------------------------------------------------- ----------------------------- -----------------------------
Infinity Capital Group, Inc. (1)                                             18,000,000                           75%
(beneficially Greg Laborde, Chairman and CEO)
7 Dey Street, Suite #900
New York, New York 10007
---------------------------------------------------------- ----------------------------- -----------------------------
L & M Specialties, Inc.                                                       4,800,000                           20%
7 Dey Street, Suite #900
New York, New York 10007
---------------------------------------------------------- ----------------------------- -----------------------------
Karl Nelson, Vice President, Marketing and Business                                   0                            0%
Development and Director
7 Dey Street, Suite #900
New York, New York 10007
========================================================== ============================= =============================
Directors as a Group (1 person)                                              18,000,000                           75%
========================================================== ============================= =============================
</TABLE>
(1) Mr. Laborde owns 100% of the common stock of Infinity  Capital  Group,  Inc.
("Infinity  Capital") and he is the President,  CEO and Chairman of the Board of
Infinity Capital.

                                       18
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The officers  and  directors  of the Company  approved a resolution  to
forward  split the common  shares of the  Company on a four shares for one basis
effective March 23, 2004 based upon a majority of the shareholders  giving their
written consent to such action.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits filed with this annual report.

Exhibit No.               Description
-----------               -----------
3.1                        Bylaws (1)
31.1                       Section 302 Certification (CEO)
31.2                       Section 302 Certification (CFO)
32.1                       Section 906 Certification (CEO)
32.2                       Section 906 Certification (CFO)

         (1)Incorporated  by  reference  from  the  exhibits  included  with the
Company's  prior Report on Form 10SB12G filed with the  Securities  and Exchange
Commission, dated December 1, 1999.

(b)   Reports on Form 8-K

         The Company filed reports on Form 8Ks in 2003 as follows:

         8K filed 6/10/03
         8K filed 9/11/03
         8K filed 10/03/03
         8K/A filed 10/16/03
         8K filed 3/31/04

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

         General.  Larry  O'Donnell,  CPA, P.C.  ("O'Donnell")  is the Company's
principal  auditing  accountant  firm.  The  Company's  Board of  Directors  has
considered   whether  the  provision  of  audit  services  is  compatible   with
maintaining O'Donnell's independence.

         Audit Fees. O'Donnell billed for the following  professional  services:
$270 for the  fiscal  periods  ending  June 31,  2003,  September  30,  2003 and
December 31, 2003; $1,000 for the audit of the annual financial statement of the
Company for the fiscal year ended March 31, 2004.

         Levine,  Hughes & Mithuen,  Inc.  ("LHM")  billed the  Company  for the
following  professional  services:  $1,500 for the audit of the annual financial
statement  of the Company for the fiscal year ended March 31, 2002 and March 31,
2003.

         Audit  Related   Fees.   LHM  billed  the  Company  for  the  following
professional  services:  $750 for the review of the interim financial statements
included in  quarterly  reports on Form  10-QSB for the  periods  ended June 30,
2002, September 30, 2002, and December 31, 2002.

                                       19
<PAGE>

         All Other Fees.  There were no tax fees or other fees in 2001,  2002 or
2003 charged by any Auditing or other accounting firm.

         The   Company's   Board  acts  as  the  audit   committee  and  had  no
"pre-approval  policies and  procedures" in effect for the auditors'  engagement
for the audit year 2002 and 2003.

         The auditors' full time employees performed all audit work.

                                   Signatures

         Pursuant to the  requirements  of Section 13 or 15(d) 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. Azonic Corporation

         Date: May 21, 2004            By:/s/Greg Laborde
                                       -----------------------------
                                       Greg Laborde, Chairman and CEO

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

         Date: May 21, 2004            By:/s/Greg Laborde
                                       -----------------------------
                                       Greg Laborde, Chairman and CEO

         Date: May 21, 2004            By:/s/Karl Nelson
                                       -----------------------------
                                       Karl Nelson, Vice President

                                   DIRECTORS:

         Date: May 21, 2004            By:/s/Greg Laborde
                                       -----------------------------
                                       Greg Laborde

         Date: May 21, 2004            By:/s/Karl Nelson
                                       -----------------------------
                                       Karl Nelson

                                       20
<PAGE>

Index to Financial Statements:

INDEPENDENT AUDITOR'S REPORT.............................................. F-1

BALANCE SHEET as of March 31, 2004........................................ F-2

STATEMENTS OF OPERATIONS for fiscal years ended March 31, 2004 and 2003
and from Inception (May 1, 1996) through March 31, 2004....................F-3

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
from Inception (May 1, 1996) through March 31, 2004....................... F-4

STATEMENTS OF CASH FLOWS for fiscal years ended March 31, 2004 and 2003
and from Inception (May 1, 1996) through March 31, 2004....................F-5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ............................ F-6 -F-7

NOTES TO FINANCIAL STATEMENTS......................................... F-7 - F-8
















                                       21

<PAGE>


                           Larry O'Donnell, CPA, P.C.

Telephone (303)745-4545                                 2228 South Fraser Street
                                                        Unit 1
                                                        Aurora, Colorado 80014



                          INDEPENDENT AUDITOR'S REPORT



To the Shareholders
Azonic Corporation


I  have  audited  the  accompanying  balance  sheet  of  Azonic  Corporation  (a
development  stage company) as of March 31, 2004, and the related  statements of
operations,  shareholders'  equity and cash flows for the year then ended  March
31,  2004.These  financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on our audit. The financial statements of Azonic Corporation (a
development  stage  company) for the period from May 1, 1996 (Date of Inception)
to March 31, 2002 , were  audited by other  auditors  whose  report dated May 3,
2002, expressed an unqualified opinion on those statements.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial position of Azonic Corporation (a development
stage company), as of March 31, 2004, and the results of its operations and cash
flows for the year ended March 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.




                         /s/ Larry O'Donnell, CPA, P.C.



Aurora, Colorado
May 3, 2004

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                              AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 March 31, 2004



                                     ASSETS
<S>                                                                                           <C>
Current assets
Cash                                                                                            $    7,500

Property and equipment                                                                                   -

Other assets                                                                                             -
                                                                                               -----------

                                                                                                 $   7,500
                                                                                               ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
     Accounts payable                                                                            $   1,284
     Notes payable-related party                                                                    25,102
                                                                                               -----------
                                                                                                    26,386
Shareholders' equity:
     Preferred stock, $.001 par value; 5,000,000 shares authorized;
       no shares issued and outstanding                                                                  -
     Common stock, $.001 par value; 50,000,000 shares authorized;
       24,000,000 shares issued and outstanding                                                     24,000
     Additional paid-in capital (deficit)                                                          (23,700)
     Deficit accumulated during the development stage                                              (19,186)
                                                                                               -----------

           Total shareholders' equity                                                              (18,886)
                                                                                               -----------

                                                                                                 $   7,500
                                                                                               ===========
</TABLE>



           See accompanying independent auditors' report and notes to
                             financial statements.

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 For the Years Ended March 31, 2004 and 2003 and
               the Period from May 1, 1996 (Date of Inception) to
                                 March 31, 2004



<S>                                                  <C>                   <C>                  <C>
                                                        Year Ended            Year Ended            May 1, 1996
                                                         March 31,             March 31,          (Inception) to
                                                           2004                  2003             March 31, 2004
                                                     ----------------      ---------------      ------------------

Revenues                                             $              -      $             -       $             -

Costs and expenses:
     Amortization                                                   -                    -                    50
     General and administrative                                18,886                            $       (19,136)
                                                     ----------------      ---------------       ------------------

Loss from operations                                 $        (18,886)     $             -       $       (19,186)
                                                     -----------------     ---------------       ----------------



Loss per common share                                $              -      $             -       $             -
                                                     ================      ===============       ===============

Weighted average shares outstanding                        24,000,000           24,000,000            12,916,000
                                                     ================      ===============       ===============
</TABLE>

          See accompanying independent auditors' report and notes to
                             financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                           AZONIC CORPORATION
                                       (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF SHAREHOLDERS' EQUITY
                           Period from May 1, 1996 (Date of Inception) to March 31, 2004
<S>                                 <C>              <C>             <C>            <C>            <C>
                                                                                    Accumulated
                                                                      Additional       Deficit          Total
                                       Number of        Par Value       Paid-In         From        Shareholders'
                                        Shares           Amount         Capital       Inception        Equity
Balance at May 1, 1996                            -  $           -   $           -  $           -  $-

Issuance of common stock for
  costs and services at $.00005
  per share, May 1, 1996                  4,000,000          4,000         (3,950)              -             50

Net loss                                          -              -               -             (9)            (9)
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 1997                 4,000,000          4,000          (3,950)            (9)            41

Net loss                                          -              -               -            (10)           (10)
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 1998                 4,000,000          4,000          (3,950)           (19)            31

Net loss                                          -              -               -            (31)           (31)
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 1999                 4,000,000          4,000          (3,950)           (50)             -
Issuance of common stock for
  services at $.00005 per share,
  August 10, 1999                        20,000,000         20,000         (19,750)             -            250

Net loss                                          -              -               -           (250)          (250)
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 2000                24,000,000         24,000         (23,700)          (300)             -

Net loss                                          -              -               -              -              -
                                    ---------------  -------------  -------------  --------------- -------------
Balance at March 31, 2001                24,000,000         24,000         (23,700)          (300)             -

Net loss                                          -              -               -              -              -
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 2002                24,000,000         24,000         (23,700)          (300)             -

Net loss                                          -              -               -              -              -
                                    ---------------  -------------   -------------  -------------  -------------
Balance at March 31, 2003                24,000,000         24,000         (23,700)          (300)             -

Net loss                                          -              -               -        (18,886)       (18,886)
                                    ---------------  -------------   -------------  -------------- --------------
Balance at March 31, 2004                24,000,000  $      24,000   $     (23,700) $     (19,186)  $   ( 18,886)
                                    ===============  =============   =============  ==============  =============
</TABLE>



           See accompanying independent auditors' report and notes to
                             financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                                            AZONIC CORPORATION
                                      (A DEVELOPMENT STAGE COMPANY)
                                         STATEMENTS OF CASH FLOWS
                             For the Years Ended March 31, 2004 and 2003 and
                   the Period from May 1, 1996 (Date of Inception) to  March 31, 2004


<S>                                                  <C>                   <C>                  <C>
                                                        Year Ended            Year Ended            May 1, 1996
                                                         March 31,             March 31,          (Inception) to
                                                           2004                  2003             March 31, 2004
                                                     ----------------      ---------------      ----------------

Cash flows from operating activities:
Net loss                                             $        (18,886)     $             -       $       (19,186)

Adjustments to reconcile net loss to net cash
   provided by operating activities
       Amortization                                                 -                    -                    50
       Non-cash services                                            -                    -                   250
         Increase in accounts payable                           1,284                    -                 1,284
                                                     ----------------      ---------------       ---------------

Net cash used by operating activities                         (17,602)                   -               (17,602)
                                                     -----------------     ---------------       ----------------

Cash flows from investing activities                                -                    -                     -
                                                     ----------------      ---------------       ---------------
Cash flows from financing activities
      Proceeds from notes payable-related parties              25,102                    -                25,102
                                                    -----------------      ---------------       ---------------

Net change in cash                                              7,500                    -                 7,500

Cash, beginning of period                                           -                    -                     -
                                                     ----------------      ---------------       ---------------

Cash, end of period                                  $          7,500      $             -       $         7,500
                                                     ================      ===============       ===============


Supplemental disclosures of cash flow information:

    Noncash investing and financing activities:

       Common stock issued for organization
         costs and services                          $              -      $             -       $           300
                                                     ----------------      ---------------       ---------------
</TABLE>



           See accompanying independent auditors' report and notes to
                             financial statements.

                                       F-5
<PAGE>
                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        FOOTNOTES to FINANCIAL STATEMENTS
                 For the Years Ended March 31, 2004 and 2003 and
        the Period from May 1, 1996 (Date of Inception) to March 31, 2004

NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS

The  financial  statements  presented  are  those  of  Azonic  Corporation  (the
"Company").  The Company is a development  stage company since planned  business
operations  have not commenced.  As of March 29, 2004, the Company adopted a new
business  plan.  The  Company's  plan is to become a  telecommunication  service
provider that provides up-to-date telecommunication technologies including Voice
Over Internet Protocol, VOIP. Its principal executive offices are located in New
York, New York.

The Company 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 in 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 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 results could differ from those estimates.

Income Taxes

The Company  provides for income taxes using the asset and  liability  method as
prescribed  by  Statement of Financial  Accounting  Standards  ("SFAS") 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. Additionally, a valuation allowance is established when
necessary  to reduce  deferred  income tax assets to the amounts  expected to be
realized. 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.

Loss Per Common Share

Loss per common share is computed  using the weighted  average  number of common
shares  outstanding  during  each  period.

                                      F-6

<PAGE>
                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        FOOTNOTES to FINANCIAL STATEMENTS
                 For the Years Ended March 31, 2004 and 2003 and
        the Period from May 1, 1996 (Date of Inception) to March 31, 2004

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 cash
equivalents.

Comprehensive Income

Statement of Financial  Accounting  Standards No. 130,  Reporting  Comprehensive
Income,  requires  total  comprehensive  income be reported in the  accompanying
financial statements.  The Company had no items of comprehensive income at March
31, 2004 and 2003.

NOTE 3 INCOME TAXES

As of March 31, 2004, the Company had net operating loss  carryforwards of $300,
which expire in varying  amounts from 2012 to 2015.  Generally,  these operating
losses are available to offset future federal and state taxable income.

NOTE 4 RELATED PARTY TRANSACTIONS

Prior the year ended March 31, 2004 the Company's corporate offices were located
in the  personal  residence  of a  shareholder  and board  member on a rent-free
basis.  Furthermore,  all legal and  accounting  costs are paid for or  provided
without  charge to the  Company by  Nordstrom,  Forbes and  Lincoln  ("NFL"),  a
corporate entity for which the Company's president is also a shareholder and its
president.  These costs paid for by NFL totaled  $1,500 for the year ended March
31, 2003.

During the year ended March 31, 2004  control of the  Company was  changed.  All
expenses of the Company were paid by Infinity  Capital Group,  Inc., a corporate
entity for which the current  president is also a shareholder and its president.
This company also loaned the company $7,500.  The Company  executed a promissory
note for the expenses and loan.  The note bears  interest at 4% and is due March
31, 2005.

NOTE 5 SHAREHOLDERS' EQUITY

Preferred Stock

No shares of the  Company's  preferred  stock  have been  issued as of March 31,
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.


                                       F-7
<PAGE>
                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        FOOTNOTES to FINANCIAL STATEMENTS
                 For the Years Ended March 31, 2004 and 2003 and
        the Period from May 1, 1996 (Date of Inception) to March 31, 2004


NOTE 5        SHAREHOLDERS' EQUITY (continued)

Common Stock

In May 1996,  the  Company  issued one  million  shares of its  common  stock at
$.00005 per share in  exchange  for  services  performed  and costs  advanced to
organize the  Company.  In August 1999,  the board of directors  authorized  the
Company to issue five million shares of its common stock at $.00005 per share to
the Company's president in exchange for services valued at $250.

Forward stock split

The  financial  statements  have been adjusted to reflect a four for one forward
stock split on March 23, 2004.






























                                       F-8