UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                   FORM 10-KSB

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
      1934
      For the fiscal year ended March 31, 2005

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the transition period from___________to____________

                           Commission File No. 0-28315

                               AZONIC CORPORATION
              (Exact name of small business issuer in its charter)

<TABLE>
<S>                                                    <C>
                        Nevada                                      84-1517404
   (State or other jurisdiction of incorporation or    (I.R.S. Employer Identification No.)
                     organization)
</TABLE>

                                765 15th Sideroad
                       King City, Ontario, Canada L7B 1K5
                    (Address of Principal Executive Offices)

Issuer's telephone number: 905-773-3529

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.001

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB |_|.

The issuer's revenues for the fiscal year ended March 31, 2005 were $0.

Based on the closing price on June 8, 2005 of $0.54 per share of common stock,
as reported by the NASD's OTC Bulletin Board, the aggregate market value of the
voting and non-voting stock held by non-affiliates of the registrant was
approximately $6,262,920.

As of March 31, 2005, the number of shares outstanding of the registrant's
Common Stock was 28,978,000 shares.

Indicate by check mark whether the Company is an accelerated filer (as defined
in Rule 12b-2 of the Act): Yes |_| No |X|

<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

The following  document is incorporated by reference into Part III of the Annual
Report on Form 10-KSB:  The  Definitive  Proxy  Statement  for the issuer's 2005
Annual Meeting of Stockholders.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|.


<PAGE>

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

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
re-domiciled to the state of Nevada by merging into its wholly owned subsidiary
Azonic Corporation (referred to herein as "Azonic," the "Company," "Registrant"
and "Issuer"), a Nevada corporation, which is now the name of the Company.

CORPORATE OFFICES

The corporate offices have been relocated to 765 15th Sideroad, King City,
Ontario, Canada L7B 1K5 at the offices of Wireless Age Communications, Inc., a
stockholder of the Company and a company with common officers and management.
The Company pays no rent for the shared use of this facility.

BUSINESS PLAN

Azonic plans to market low-cost, wireless devices including cellular phones. One
such phone is designed to be located in glove boxes, first aid kits and for
emergency purposes. Another design is a prepaid wireless phone designed to be
used in the low cost and short-term usage markets.

INDUSTRY

The Company plans to operate in the U.S. telecommunications industry which has
recently been in transition. Although gross profits are expected to be under
pressure to be reduced in the future management believes that the Company's
planned products represent a good opportunity to enter this market and be
successful. There can be no assurances that management will be successful.

PRODUCT

Azonic plans to develop, manufacture and distribute a low cost cellular
telephone product. The phone is a prepaid wireless phone designed to be used in
the low cost and short term usage markets. Potential applications include the
traditional pre-paid market, family/second phone and throw away markets for
business people and tourists in immediate need of a cell phone but who do not
wish to enter multi-year expensive contracts or purchase expensive handsets.
These low-cost disposable phones will bring wireless communications to the
market segment who cannot afford to justify the cost of current offerings, those
who want to avoid monthly charges, or to those who need an inexpensive wireless
phone while traveling or for emergency calls. This new product offering will
make and receive calls, run on "AA" batteries, will be refreshable, and will
incorporate proprietary patented design.


                                       1
<PAGE>

CUSTOMERS

During the year ended March 31, 2005, the Company did not have any customers and
as a result did not generate any revenues. The continued lack of customers going
forward will have a significant impact on the Company's ability to be
successful.

RESEARCH AND DEVELOPMENT

The Company did not engage in any material research and development activities
during the past two years.

ENVIRONMENTAL MATTERS

The Company is not aware of any federal, state or local provisions which have
been enacted or adopted regulating the discharge of materials into the
environment, or otherwise relating to the protection of the environment, that
will materially effect the net earnings or competitive position, or result in
material capital expenditures. However, we cannot predict with certainty the
potential effect on our operations of possible future environmental legislation
or regulations. During 2005, there were no material capital expenditures for
environmental control facilities and no such material expenditures are
anticipated.

COMPETITION

The wireless industry is highly competitive. The Company expects to compete
against other consumer electronics retailers, independent dealers, and other
public telephone companies in addition to a growing number of internet based
alternatives.

SUPPLIERS

The Company currently does not have any supply agreements with vendors. The
Company expects to develop satisfactory and stable supplier relationships as
needed, however, the lack of these relationships could have a material adverse
effect on our revenue and earnings.

INTELLECTUAL PROPERTY

The Company believes that it owns valuable intellectual property including the
patents and licenses relating to the cellular telephone products. The Company
believes that the intellectual property has value and is an important component
in the business plan of the Company. The Company is not aware of any facts that
could negatively impact our continuing use of any of our intellectual property.
In accordance with the accounting principles generally accepted in the United
States (GAAP), our balance sheets only include the cost of acquired intellectual
property.

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 the Company to compete.

The Company's audit opinion contains "going concern" language. There is
substantial doubt about the ability of the Company to continue as a "going
concern." The Company is a startup business with no revenues, a working capital
deficit of $187,290 and an accumulated deficit of $577,590. The effect of such
conditions could easily be to cause the Company's bankruptcy, even when there
are no assets to liquidate in Bankruptcy.

RECENT DEVELOPMENTS

Issuance of Shares to Purchase Business Assets


                                       2
<PAGE>

In October 2004 the Company purchased certain business assets, including
inventory and intellectual property associated with low cost cellular phones,
owned by the Filippo Guani Revocable Trust (the "Trust"). In exchange for these
assets the Company issued 3,000,000 shares of its common stock to the Trust at
closing. In addition to these shares the agreement called for an additional
1,500,000 common shares to be issued if, on or before June 1, 2005, the Trust
delivered all of the assets that Azonic did not receive at closing. As of June
29, 2005 the Trust was in default and the Company's obligation to issue any
additional shares had expired. Based on the agreement the Trust is entitled to
receive an earn-out payment of up to $3 million based on the company's future
operating profits. As of June 29, 2005 none of this earn-out payment has been
earned or paid.

Strategic Partnership with Wireless Age Communications, Inc.

On August 30, 2004 the Company announced that Wireless Age Communications, Inc.
had entered into a strategic partnership with the Company to develop and market
disposable cellular phones. Under the terms of this agreement, Wireless Age
agreed to acquire 4,460,000 common shares of Azonic from Infinity Capital Group,
Inc. In addition, the Company entered into three 2 year management services
contracts for the services of certain individuals of Wireless Age and Nibiru
Capital Management to provided management services to the Company.

Strategic Partnership with CustomQuest Inc.

On March 10, 2005 the Company announced that it had entered into a Product
Strategic Alliance Agreement with CustomQuest Inc. of Cincinnati, Ohio. Under
the terms of the agreement, Azonic and Custom Quest Inc. agreed to form a
strategic alliance to collaborate in the development, manufacturing, packaging,
distribution and marketing of the analog version of the low cost disposable
cellular phone.

Name Change

In May the Company announced that it intends to change its name to Midland
International Corporation ("Midland").

The Company has made the necessary filings with the United States Securities and
Exchange Commission to effect the name change. The name change is being done to
better reflect a future direction of the Company. Midland is a well recognized
wireless communications products tradename in the North American
telecommunications sector. The Company's trading symbol will also change once
the process is complete. The name change is expected to be effective during July
2005.

ITEM 2 - DESCRIPTION OF PROPERTY

The executive offices of the Company are located at 765 15th Sideroad, King
City, Ontario, Canada L7B 1K5 (tel. 905-773-1987, fax 905-773-1241) at the
premises of Wireless Age Communications, Inc., a stockholder of the Company and
a company with similar officers and management. The Company does not pay rent
for the use of these facilities.

ITEM 3 - LEGAL PROCEEDINGS

The Company is unaware of any material pending legal proceedings to which the
Company is a party or of which any of its property is subject. The Company's
management is not aware of any threatened proceedings by any person,
organization or governmental authority.

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

No matters were submitted to a vote of the Company's stockholders during the
fourth quarter of fiscal 2005.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                                       3
<PAGE>

MARKET INFORMATION

      (a) During the fiscal year ended March 31, 2005, the Common Shares were
quoted under symbol "AZOI" on both the Pink Sheets operated by the National
Quotation Bureau and on the OTC Bulletin Board.

2003 FISCAL YEAR (4/1/03 TO 3/31/04)
                                             High                  Low
1st Quarter (4/1/03-6/30/03)                  .95                  .95
2nd Quarter (7/1/03-9/30/03)                 1.00                 1.00
3rd Quarter (10/1/03-12/31/03)               1.00                 1.00
4th Quarter (1/1/04-3/31/04)                 2.00                  .50

2004 FISCAL YEAR (4/1/04 TO 3/31/05)
                                             High                   Low
1st Quarter (4/1/04-6/30/04)                  *                      *
2nd Quarter (7/1/04-9/30/04)                  *                      *
3rd Quarter (10/1/04-12/31/04)               1.45                    .75
4th Quarter (1/1/05-3/31/05)                  .9                     .5

*     No reliable quotes are available due to inactivity in the Pink Sheets and
      the OTC Bulletin Board. During the portion of the 2nd Quarter from July
      13, 2004 until September 30, 2004, the low was .25 and the high was 1.9.

      There is currently only a limited public market for Azonic's common stock
on the Pink Sheets and the OTC Bulletin Board, and no assurance can be given
that such a market will develop or that a stockholder will ever be able to
liquidate his investment without considerable delay, if at all. If such 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, 2005, there were 95 stockholders of record of the
Registrant's common stock, including 48 beneficial holders.

      (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.

      (d) There are currently no securities authorized for issuance by the
Company under any equity compensation plans.

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

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Annual Report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and as such may involve risks and uncertainties. These forward-looking


                                       4
<PAGE>

statements relate to, among other things, expectations of the business
environment in which the Company operates, projections of future performance,
perceived opportunities in the market and statements regarding the Company's
goals. The Company's actual results, performance, or achievements expressed or
implied in such forward-looking statements may differ.

RESULTS OF OPERATION

Overview

The Company obtained certain business assets during the third quarter of fiscal
2005 associated with a low cost cellular phone. Since that point in time
management has been in the process of assembling the necessary business partners
to launch the business. The necessary business partners include manufacturing,
air time providers, marketing, financing and distribution entities. Management
believes that the process of targeting the partners is largely complete.
However, at this stage definitive terms and conditions to all necessary
partnerships are not yet complete. There can be no assurance that management
will in fact be successful in negotiating favorable business terms and
conditions.

TWELVE MONTH PERIOD ENDED MARCH 31, 2005 AND 2004

The Company had no revenues in the periods ended March 31, 2005 and 2004.

The Company incurred Office and general expenses of $111,654 in fiscal 2005
compared to $18,886 in fiscal 2004. Office and general expenses include travel,
communications and other similar costs associated with operating the business in
its current state of evolution.

The Company incurred management fees of $268,000 in fiscal 2005 compared to $0
in fiscal 2004. Management fees consisted of $130,000 paid to Simmonds
Mercantile and Management Inc. (a related party due to certain common directors
and stockholders) for the services of John Simmonds, the Company's CEO, Gary
Hokkanen, the Company's CFO and Carrie Weiler, the Company's Corporate
Secretary, and other non executive personnel, $120,000 paid to Wireless Age
Communications, Inc. also a related party due to certain common officers,
directors and ownership, for the services of David MacKinnon, the Company's CTO
and James Hardy, the Company's COO, and other managerial level accounting and
finance personnel, and $18,000 paid to David Smardon, Chairman of the Board of
Directors, for strategic consulting services.

The Company also incurred professional and consulting fees to related parties of
$178,750 in fiscal 2005 compared to $0 in fiscal 2004. Professional and
consulting fees consisted of services provided for investor relations paid with
78,000 shares of the Company's common stock valued at $60,000, $20,000 of which
has been expensed in the current year, technology development costs associated
with a new application of the low-cost cell phone in the gaming marketplace,
paid with 650,000 shares of the Company's common stock, valued at $130,000 of
which $33,333 has been expensed in the current year, legal and accounting fees
totaling $28,580 and consulting fees of $96,837.

The loss on operations was ($558,404) in fiscal 2005 compared to ($18,886) in
fiscal 2004. Loss per share was ($0.02) in 2005 compared to $0.00 in 2004.

Management expects the operating losses to continue until all necessary business
partners are assembled and commercially reasonable terms have been negotiated.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of results of operations and financial condition are
based upon the consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of these consolidated financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. Management evaluates the estimates on an
on-going basis, including those related to bad debts, inventories, investments,
customer accounts, intangible assets, income taxes, and contingencies and
litigation. Management bases its estimates on historical experience and on
various other assumptions that they believe to be


                                       5
<PAGE>

reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Note 2 of the "Notes to
Consolidated Financial Statements" includes a summary of the significant
accounting policies and methods used in the preparation of the consolidated
financial statements. The following is a brief description of the more
significant accounting policies and methods the Company uses.

Intangibles, Goodwill and Other Assets

The Company regularly reviews all of its long-lived assets, including goodwill
and other intangible assets, for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
the Company considers important that could trigger an impairment review include,
but are not limited to, significant underperformance relative to historical or
projected future operating results, significant changes in the manner of use of
the acquired assets or the strategy for the Company's overall business, and
significant negative industry or economic trends. When management determines
that an impairment review is necessary based upon the existence of one or more
of the above indicators of impairment, the Company measures any impairment based
on a projected discounted cash flow method using a discount rate commensurate
with the risk inherent in our current business model. Significant judgment is
required in the development of projected cash flows for these purposes including
assumptions regarding the appropriate level of aggregation of cash flows, their
term and discount rate as well as the underlying forecasts of expected future
revenue and expense. To the extent that events or circumstances cause
assumptions to change, charges may be required which could be material.

Effective October 1, 2004, the Company adopted SFAS No 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 no longer permits the amortization of goodwill
and indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under prescribed conditions) for impairment in
accordance with this statement. If the carrying amount of the reporting unit's
goodwill or indefinite-lived intangible assets exceeds the implied fair value,
an impairment loss is recognized for an amount equal to that excess. Intangible
assets that do not have indefinite lives are amortized over their useful lives.

Fair Value of Financial Instruments

The carrying value of receivables, bank indebtedness, accounts payable and
accrued liabilities income taxes payable and customer deposits approximates fair
value because of the short maturity of these instruments. The carrying value of
long-term debt, obligations under capital lease and due to and from related
parties also approximates fair value. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or
credit risk arising from these financial instruments.

FINANCIAL CONDITION

Total assets of the Company increased from $7,500 at March 31, 2004 to $194,452
at March 31, 2005. The increase in total assets during the year ended March 31,
2005 is primarily the result of the acquisition of intangible assets associated
with the low cost cellular phone business plan.

Capital assets, net of accumulated depreciation increased from $0 at March 31,
2004 to $25,000 at March 31, 2005. The increase is the result of the acquisition
of a mold.

Intangible assets totaling $30,003 acquired during the year were carried on the
balance sheet at March 31, 2005. These intangible assets include patents,
licenses and other assets.

Total liabilities of the Company increased from $26,386 at March 31, 2004 to
$326,739 at March 31, 2005. The increase is the result of borrowings from
related parties. Due to related party amounts do not have specific repayment
terms and it is expected that these amounts will be repaid as the financial
position of the Company improves.

The stockholders' equity decreased from ($18,886) at March 31, 2004 to
($132,287) at March 31, 2005. The decrease is attributable to a net increase in
common stock, additional paid-in capital and other comprehensive income offset
by


                                       6
<PAGE>

the loss for the year. Common stock, and additional paid-in capital increased by
$445,003. (See Statement of Stockholders' Equity contained in the financial
statements).

The Company's accumulated deficit increased from ($19,186) at March 31, 2004 to
($577,590) at March 31, 2005 as a result of the ($558,404) loss for the year.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005, the Company had a working capital deficit of $187,290. The
Company had cash balances of $48,282 at March 31, 2005 arising from equity
private placements completed. The Company also expects to realize on its current
inventory to assist in the settlement of liabilities as they come due. However
the Company is largely reliant upon the ability of the Company to arrange equity
private placements or alternatively advances from related parties to pay any
expenses incurred. In addition to normal accounts payable of $70,131 the Company
also owes related companies $256,608. Its only source for capital could be sale
or licensing of the patents held by the Company, 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, 2005.

Plan of Operations and Need for Additional Funding

The current cash resources are insufficient support the business over the next
12 months and 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. Management has taken steps to begin
sourcing the necessary funding to begin to execute the business plan.

The Company estimates it will require approximately $500,000 to cover legal,
accounting, transfer, consulting, management fees and the miscellaneous costs of
being a reporting company in the next fiscal year. In addition, management
estimates that approximately $2,500,000 will be required for manufacturing of
the cell phone and deposits required with air time service providers.

The Company does not intend to pursue or fund any research or development
activities during the coming year.

The Company does not intend to add any additional part-time or full-time
employees until the activities of the Company can support it. It may become
necessary for the Company to hire a sales person or sales staff in the near
future.

The business plan of the Company does call on the Company to not make any large
capital expenditures in the coming year.

Going concern qualification: The Company has incurred significant losses from
operations for the year ended March 31, 2005, and such losses are expected to
continue. In addition, the Company has a working capital deficit of $187,290 and
an accumulated deficit of $577,590. 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. 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 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The Company does not have any contractual debt obligations and or any other
commercial commitments that represent prospective cash requirements in addition
to any capital expenditure programs. The Company is obligated to pay $40,000
monthly management fee to a related party for management services and $3,000 per
month to the Chairman of the Board for strategic consulting services. The
Company shares its premises located at 765 15th Sideroad, King City,


                                       7
<PAGE>

Ontario, Canada L7B 1K5, with Wireless Age Communications, Inc. a stockholder of
the Company and a company with common officers and management. The Company pays
no rent for the premises.


                                       8
<PAGE>

ITEM 7 - FINANCIAL STATEMENTS

                               AZONIC CORPORATION

                              FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                             (Stated in US Dollars)

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Azonic Corporation

We have  audited  the  accompanying  balance  sheet  of  Azonic  Corporation  (a
development stage company),  as of March 31, 2005 and the related  statements of
operations,  changes  in  stockholders'  deficiency  and cash flows for the year
ended March 31, 2005. These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements  based on our audits.  The financial  statements of Azonic
Corporation (a development  stage company) for the period from May 1, 1996 (Date
of  Inception)  to March 31, 2004 were  audited by other  auditors  whose report
dated May 3, 2004, expressed an unqualified opinion on those statements.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States) auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we  engaged to perform  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the purposes of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial  statements  assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Azonic  Corporation  (a
development  stage company) at March 31, 2005, and the results of its operations
and its  cash  flows  for the year  ended  March  31,  2005 in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  At March 31, 2005 the Company had a working
capital  deficit of  $187,290  and an  accumulated  deficit of  $577,590.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.


/s/ Rotenberg & Company, LLP

Rochester, NY
June 24, 2005


                                      F-1
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                 March 31, 2005
                             (Stated in US dollars)
--------------------------------------------------------------------------------

                                      ASSETS

                                                                         2005
                                                                         ----
Current assets
     Cash and cash equivalents                                        $  48,282
     Inventories                                                         49,500
     Prepaid expenses and deposits                                       41,667
                                                                      ---------
Total current assets                                                    139,449

Tool and molds, at cost, net of accumulated depreciation of $0           25,000
Intangible assets (Note 2)                                               30,003
                                                                      ---------

Total assets                                                          $ 194,452
                                                                      =========

                                   LIABILITIES

Current liabilities
     Accounts payable and accrued liabilities                         $  70,131
     Due to related parties (Note 4)                                    256,608
                                                                      ---------
Total current liabilities                                               326,739
                                                                      ---------

                                  STOCKHOLDERS'
DEFICIENCY
     Preferred stock, $0.001 par value; 5,000,000
      shares authorized, no shares issued and outstanding                    --
     Common stock, $.001 par value; 50,000,000 shares
      authorized, 28,978,000 shares issued and outstanding (Note 5)      28,978
     Additional paid-in capital                                         416,325
     Accumulated deficit                                               (577,590)
                                                                      ---------
Total stockholders' deficiency                                         (132,287)
                                                                      ---------

Total liabilities and stockholders' deficiency                        $ 194,452
                                                                      =========

    The accompanying notes are an integral part of these financial statements


                                      F-2
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
           For the years ended March 31, 2005 and 2004 and the period
             from May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Year          May 1, 1996
                                               Year Ended       Ended March     (Inception) to
                                             March 31, 2005      31, 2004       March 31, 2005
                                             --------------    --------------   --------------
<S>                                          <C>               <C>              <C>
Revenues                                     $           --    $           --   $           --

Selling and administrative costs
     Management fees                                268,000                --          268,000
     Office and general                             111,654            18,886          130,790
     Professional and consulting fees               178,750                --          178,750
     Amortization                                        --                --               50
                                             --------------    --------------   --------------

Total costs and expenses                            558,404            18,886          577,590
                                             --------------    --------------   --------------

Net loss before income taxes                       (558,404)          (18,886)        (577,590)

Provision for income taxes (Note 3)                      --                --               --
                                             --------------    --------------   --------------

Net loss                                     $     (558,404)   $      (18,886)  $     (577,590)

                                             ==============    ==============   ==============

Loss per share of common stock - Basic and
Diluted                                      $        (0.02)   $        (0.00)  $        (0.03)
                                             ==============    ==============   ==============

Weighted average number of common
shares outstanding - Basic and Diluted           25,081,967        24,000,000       16,772,632
                                             ==============    ==============   ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                Statement of Changes in Stockholders' Deficiency
                   Period from May 1, 1996 to March 31, 2005

<TABLE>
<CAPTION>
                                        Common stock
                                  ------------------------
                                                              Additional    Accumulated
                                                Par Value     Paid - In   (Deficit) from
                                    Shares        Amount       Capital       Inception        Total
                                  ----------    ----------    ----------  --------------    ----------
<S>                               <C>           <C>           <C>            <C>            <C>
Balance, May 1, 1996                      --    $       --    $       --     $       --     $       --
                                  ----------    ----------    ----------     ----------     ----------
Issuance of common stock          24,000,000        24,000       (23,700)            --            300
Net loss from inception to
March 31, 2003                            --            --            --           (300)          (300)
                                  ----------    ----------    ----------     ----------     ----------

Balance, March 31, 2003           24,000,000    $   24,000    $  (23,700)    $     (300)    $       --

Net loss for year ended
March 31, 2004                            --            --            --        (18,886)       (18,886)
                                  ----------    ----------    ----------     ----------     ----------
Balance, March 31, 2004           24,000,000    $   24,000    $  (23,700)    $  (19,186)    $  (18,886)

Exchange of debt for equity               --            --        30,500             --         30,500

Issuance of common stock to
purchase assets                    3,000,000         3,000        71,503             --         74,503

Issuance of common stock for
consulting services                   78,000            78        59,922             --         60,000

Issuance of common stock
pursuant to private placements     1,250,000         1,250       213,750             --        215,000

Common stock issued for
consulting services provided         650,000           650        64,350             --         65,000

Net loss for year ended
March 31, 2005                            --            --            --       (558,404)      (558,404)
                                  ----------    ----------    ----------     ----------     ----------
Balance, March 31, 2005           28,978,000    $   28,978    $  416,325     $ (577,590)    $ (132,287)
                                  ==========    ==========    ==========     ==========     ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-4
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENTS OF CASH FLOW
              For the years ended March 31, 2005 and 2004 and from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         May 1, 1996
                                                       For the year     For the year     (Inception)
                                                       ended March      ended March      to March 31,
                                                         31, 2005         31, 2004           2005
                                                       ------------     ------------     ------------
<S>                                                        <C>               <C>         <C>
Operating activities
     Net (loss)                                        $   (558,404)    $    (18,886)    $   (577,590)
     Adjustments to reconcile net (loss) to net
     cash(used) by operating activities:
           Amortization                                          --               --               50
        Issuance of common stock for services                53,333               --           53,583
     Changes in operating assets and liabilities:
         Increase (decrease) in accounts payable             68,847            1,284           70,131
                                                       ------------     ------------     ------------
Net cash provided by (used in) operating activities        (436,224)         (17,602)        (453,826)
                                                       ------------     ------------     ------------

Financing activities
     Proceeds from private placements                       215,000               --          215,000
      Increase in due to related parties                    262,006           25,102          287,108
                                                       ------------     ------------     ------------
Net cash provided by (used in) financing activities         477,006           25,102          502,108
                                                       ------------     ------------     ------------

Increase (decrease) in cash and cash equivalents             40,782            7,500           48,282

Cash and cash equivalents, beginning of year                  7,500               --               --
                                                       ------------     ------------     ------------

Cash and cash equivalents, end of year                 $     48,282     $      7,500     $     48,282
                                                       ============     ============     ============
</TABLE>

Supplemental Disclosures of Cash Flow Information:

<TABLE>
<CAPTION>
                                                                                         May 1, 1996
                                                       For the year     For the year     (Inception)
                                                       ended March      ended March      to March 31,
                                                         31, 2005         31, 2004            2005
                                                       ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>
Cash paid during the year for:

     Interest                                          $         --     $         --     $         --
      Income taxes                                               --               --               --
                                                       ------------     ------------     ------------
                                                       $         --     $         --     $         --

Non-cash investing activities:

Stock issued in exchange for consulting services             60,000     $         --     $     60,000

Stock issued in exchange for asset acquisition               74,503               --           74,503

Stock issued in exchange for technology development          65,000               --           65,000
                                                       ------------     ------------     ------------

Total non-cash investing activities                    $    199,503     $         --     $    199,503
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-5
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

Note 1 - Description of Business and Basis of Presentation

Going concern basis of presentation

The financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the liquidation of liabilities in the
ordinary course of business. As shown in the accompanying financial statements,
the Company has assets of $194,452, has a working capital deficit of $187,290
and a deficit of $577,590 at March 31, 2005. As a result, substantial doubt
exists about the Company's ability to continue to fund future operations using
its existing resources.

For part of the year ended March 31, 2005, the Company's operations were funded
by Wireless Age Communications, Inc., ("Wireless Age") a shareholder of the
Company with common management. Although the amounts due to Wireless Age are
reflected as current liabilities there are no specific repayment terms. In order
to ensure the success of the new business, the Company will have to raise
additional financing to satisfy existing liabilities and to provide the
necessary funding for future operations.

Description of business

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
re-domiciled 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

The financial statements have been prepared in accordance with generally
accepted accounting principles in the United States.

The financial statements have, in management's opinion been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:

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.


                                      F-6
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

Cash and cash equivalents

Cash and cash equivalents include time deposit, certificates of deposits, and
all highly liquid debt instruments with original maturities of three months or
less. The Company maintains cash and cash equivalents at financial institutions,
which periodically may exceed federal insured amounts.

Tools and molds

Tools and molds are recorded at cost less accumulated depreciation. Depreciation
is provided over estimated useful life of the assets using the following annual
rates:

              Tools and molds                             $1 per use

Tools and molds are reviewed for impairment in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-lived Assets", which was adopted effective January 1, 2002.
Under SFAS No. 144, these assets are tested for recoverability whenever events
or changes in circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized for the amount, if any, which
the carrying value of the asset exceeds the fair value.

Inventory

Inventories are stated at the lower of cost (first-in, first-out) or market. The
Company evaluates the net realizable value of inventory on hand considering
deterioration, obsolescence, replacement costs and other pertinent factors, and
records adjustments as necessary.

Intangible assets, goodwill and other assets

The Company follows SFAS No 142, "Goodwill and Other Intangible Assets". SFAS
No. 142 no longer permits the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under prescribed conditions) for impairment in accordance with this
statement. If the carrying amount of the reporting unit's goodwill or
indefinite-lived intangible assets exceeds the implied fair value, an impairment
loss is recognized for an amount equal to that excess. Intangible assets that do
not have indefinite lives are amortized over their useful lives. The adoption of
SFAS No. 142 did not impact the results of operations or financial position
because the Company had no goodwill or indefinite-lived intangible assets at the
date of adoption.

Research and development

Research and development costs, other than certain software development costs
disclosed below, are expensed as incurred.

Software Development Costs

Software development costs meeting revocability tests are capitalized, under
SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased,
or Otherwise Marketed," and amortized on a product-by-product basis over their
economic life, ranging from three to five years, or the ratio of current
revenues to current and anticipated revenues from such software, whichever
provides greater amortization in a particular period. The Company capitalized
$30,000 of development costs in 2005 and $0 of development costs in 2004. The
Company amortized $0 of development costs in 2005 and 2004. The Company
periodically reviews the carrying value of capitalized software development
costs and impairments are recognized in the results of operations when the
expected future undiscounted operating cashflow derived from the capitalized
software is less than its carrying value. No charges for impairment were
required in 2004 or 2005.


                                      F-7
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

Development stage

The Company has operated as a development stage enterprise since its inception
by devoting substantially all of its efforts to financial planning, raising
capital, research and development, and developing markets for its products.
Accordingly, the financial statements of the Company have been prepared in
accordance with the accounting and reporting principles prescribed by SFAS No.
7, "Accounting and Reporting by Development Stage Enterprises," issued by FASB.

The Company was substantially inactive from May 1, 1996 through September 30,
2004. Activities began on or about October 1, 2004.

Fair value of financial instruments

The carrying value of receivables, bank indebtedness, accounts payable and
accrued liabilities income taxes payable and customer deposits approximates fair
value because of the short maturity of these instruments. The carrying value of
long-term debt and due to and from related parties also approximates fair value.
Unless otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risk arising from these
financial instruments.

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

The Company reports loss per share in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". Basic loss per share is
computed using the weighted average number of shares outstanding during the
year. Diluted earnings per share includes the potentially dilutive effect of
outstanding common stock options and warrants, which are convertible to common
shares. Diluted loss per share is not presented as results would be
"anti-dilutive".

Recently issued accounting standards

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 151 "Inventory Costs -
an amendment of ARB No. 43, Chapter 4" ("SFAS 151"). This statement amends the
guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). SFAS 151 requires that those items be
recognized as current-period charges. In addition, this statement requires that
allocation of fixed production overheads to costs of conversion be based upon
the normal capacity of the production facilities. The provisions of SFAS 151 are
effective for fiscal years beginning after June 15, 2005. As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
March 31, 2007. The Company is currently evaluating the impact of SFAS 151 on
its consolidated financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153 replaces the
exception from fair value


                                      F-8
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

measurement in APB Opinion No. 29 for nonmonetary exchanges of similar
productive assets with a general exception from fair value measurement for
exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. SFAS
153 is effective for all interim periods beginning after June 15, 2005. As such,
the Company is required to adopt these provisions at the beginning of the fiscal
quarter ended September 30, 2005. The Company is currently evaluating the impact
of SFAS 153 on its financial statements.

Note 3 - Income Taxes

The provision for income taxes has the following components.

                                              2005             2004
                                              ----             ----
Current income taxes                           --               --
Deferred income taxes                          --               --
                                         ------------------------------
                                               --               --

The tax effects of temporary  differences  and  carryforwards  that give rise to
significant  portions  of  deferred  tax assets and  liabilities  consist of the
following:

                                              2005              2004
                                              ----              ----
Deferred tax assets (liabilities)
    Net operating loss carryforwards         202,000           7,000
    Valuation allowance                     (202,000)         (7,000)
                                         --------------------------------
Net deferred tax assets (liability)            --                --

At March 31, 2005 the Company has net operating loss  carryforwards of $577,000.
If not used, the carryforwards will expire as follows:

                    2024                19,000
                    2025               558,000
                                     ---------
                                       577,000
                                     =========

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.

Periodically, the Company advances funds and pays expenses on behalf of related
parties and funds are advanced and expenses are paid by related parties on
behalf of the Company. These transactions result in non-interest bearing
payables or receivables to related parties. At March 31, 2005, net payables to
related parties amounted to $256,608. Related parties of the Company include
entities under common management.

The Company's corporate offices have been relocated to the offices of Wireless
Age, a shareholder of the Company and a company with common officers and common
management. The Company is obligated to pay $120,000 ($20,000 per month) for
management services to Wireless Age and $130,000 ($5,000 per month for August
and September 2004 and $20,000 per month for October 2004 through March 2005) to
Simmonds Mercantile and Management Inc. ("Simmonds Mercantile") for executive
level management services. Certain shareholders of Simmonds Mercantile are also
shareholders of the Company.


                                      F-9
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

During the year ended March 31, 2005, the Company paid $18,000 ($3,000 per
month) for consulting services provided by David Smardon who is a shareholder
and Chairman of the Company's board of directors.

At March 31, 2005, the amounts due to related parties were:

            Wireless Age Communications, Inc. including
             wholly owned subsidiaries                     $231,969
            Infinity Capital Capital Group, Inc.             24,639
                                                           --------
                                                           $256,608
                                                           --------

Note 5 - Shareholders' Equity

Preferred stock

No shares of the Company's preferred stock have been issued as of March 31,
2005. Dividends, voting rights and other terms, rights and preferences have not
been designated. The Company's board of directors may establish these provisions
at a date in the future.

Common stock

The Company has the authority to issue 50,000,000 shares of common stock, par
value $.001 per share. The holders of shares of common stock are entitled to
receive notice of, attend and vote at all meetings of the stockholders. Each
share of common stock carries one vote at such meetings.

As of March 31, 2005, there were 28,978,000 shares of common stock issued and
outstanding.

During fiscal 2005, the Company issued 3,000,000 shares of its common stock in
exchange for the business assets valued at 74,503.

Also during 2005, the Company issued 78,000 shares of its common stock in
exchange for a 12 month stock researching service contract valued at $60,000. At
March 31, 2005, $20,000 of this balance has been expensed and $40,000 remained
recorded in prepaid expenses.

Also during 2005, the Company raised $125,000 by issuing 1,250,000 shares of its
common stock for $0.10 per share.

During March the Company received $90,000 under a private placement of 900,000
shares of its common stock ($0.10 per share). Such share certificates were not
issued as at March 31, 2005 and accordingly the amount was recorded as
additional paid in capital.

Also during 2005, the Company agreed to issue 1,300,000 shares of its common
stock in exchange for the development of certain technology valued at $30,000
and a 12 month support and service contract valued at $100,000. As at March 31,
2005 the Company had issued 650,000 shares of its common stock with respect to
this agreement. The development costs have been recorded as intangible assets at
$30,000 on the balance sheet. At March 31, 2005, $33,333 of the 12 month support
and service contract has been expensed and $66,667 remained recorded in prepaid
expenses. There remains 650,000 shares to be issued under this contract and a
credit of $65,000 was recorded in prepaid expenses.


                                      F-10
<PAGE>

                               AZONIC CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                   March 31, 2005 and 2004 and the period from
                May 1, 1996 (Date of Inception) to March 31, 2005
                             (Stated in US Dollars)

--------------------------------------------------------------------------------

Note 6 - Commitments and Contingencies

The Company has no lease commitments.

Consulting and Management Services Agreements:

On October 1, 2004, the Company entered into a 2 year consulting agreement with
a shareholder pursuant to which he would provide consulting services to the
Company for a monthly fee of $3,000. On October 1, 2004, the Company also
entered into a 2 year management services agreement with Wireless Age under
which general management, financial accounting and technical management services
would be provided to the Company by Wireless Age for a monthly fee of $20,000
per month. And lastly, (also on October 1, 2004), the Company contracted with
Simmonds Mercantile for executive management services to be provided to the
Company over a 2 year term for a monthly fee of $20,000 per month.


                                      F-11
<PAGE>

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

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.

Effective May 9, 2005, the Company dismissed Larry O'Donnell, CPA, PC as auditor
of record.

Effective on May 9, 2005, the Company engaged Rotenberg & Co. LLP to audit the
Company's financial statements. Prior to its engagement, the Company had not
consulted with Rotenberg & Co LLP 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.

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

ITEM 8A - CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed, is accumulated and communicated to management in a timely manner.
Management has concluded that the disclosure controls and procedures are
effective at the reasonable assurance level as of the date of this report and
that the system is operating in an effective way to ensure appropriate and
timely disclosure.

The term "disclosure controls and procedures" means controls and other
procedures of this Company that are designed to ensure that information required
to be disclosed by this Company in the reports that it files or submits under
the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq.) (the
"Act") is recorded, processed, summarized and reported, within the time periods
specified in the U.S. Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by this
Company in the reports that it files or submits under the Act is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, 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


                                       9
<PAGE>

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2005 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after March
31, 2005, and which information is incorporated herein by reference.

ITEM 10 - EXECUTIVE COMPENSATION

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2005 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after March
31, 2005, and which information is incorporated herein by reference.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2005 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after March
31, 2005, and which information is incorporated herein by reference.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2005 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after March
31, 2005, and which information is incorporated herein by reference.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.       Description
-----------       -----------

Exhibit 3.1       Certificate of incorporation, incorporated by reference to the
                  exhibits of the Company's Form 10SB-12G filed with the
                  Commission on December 1, 1999.

Exhibit 3.2       Bylaws as currently in effect, incorporated by reference to
                  the exhibits of the Company's Form 10SB-12G filed with the
                  Commission on December 1, 1999.

Exhibit 10.1      Agreement with the Filippo Guani Revocable Trust dated August
                  26, 2004, incorporated by reference to the exhibits of the
                  Company's Form 8-K filed with the Commission on September 3,
                  2004.

Exhibit 10.2      Management Services Agreement by and between the Company and
                  Wireless Age Communications, Inc., incorporated by reference
                  to the exhibits of the Company's Form 8-K filed with the
                  Commission on October 15, 2004.

Exhibit 10.3      Management Services Agreement by and between the Company and
                  Simmonds Mercantile and Management Inc., incorporated by
                  reference to the exhibits of the Company's Form 8-K filed with
                  the Commission on October 15, 2004.

Exhibit 10.4      Consulting Agreement by and between the Company and David
                  Smardon, incorporated by reference to the exhibits of the
                  Company's Form 8-K filed with the Commission on October 15,
                  2004.

Exhibit 10.5      Product Strategic Alliance Agreement between the Company and
                  CustomQuest Inc.


                                       10
<PAGE>

Exhibit 16.1      Letter from Larry O'Donnell CPA, P.C. re resignation as
                  certifying accountant, incorporated by reference to the
                  exhibits of the Company's Form 8-K filed with the Commission
                  on May 9, 2005.

Exhibit 31.1      Section 302 Certification of the Chief Executive Officer.

Exhibit 31.2      Section 302 Certification of the Chief Financial Officer.

Exhibit 32.1      Certification of the Chief Executive Officer and the Chief
                  Financial Officer pursuant to 18 U.S.C. Section 1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2003.

Exhibit 99.1      Press Release regarding Agreement with the Filippo Guani
                  Revocable Trust, incorporated by reference to the exhibits of
                  the Company's Form 8-K filed with the Commission on September
                  3, 2004.

Exhibit 99.2      Press Release Dated October 13, 2004 regarding Closing of the
                  Asset Sale Agreement, incorporated by reference to the
                  exhibits of the Company's Form 8-K filed with the Commission
                  on October 15, 2004.

Exhibit 99.3      Press Release Dated October 14, 2004 regarding
                  Appointment of Officers and Directors, incorporated by
                  reference to the exhibits of the Company's Form 8-K filed with
                  the Commission on October 15, 2004.

Exhibit 99.4      Press Release Dated August 30, 2004 regarding the Company
                  entering into a strategic partnership with Wireless Age
                  Communications, Inc. incorporated by reference to the exhibits
                  of the Company's Form 8-K filed with the Commission on October
                  15, 2004.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item will be set forth in either (i) the Company's
definitive proxy statement for the 2005 Annual Meeting of Stockholders, or (ii)
an amendment to this Report on Form 10-KSB/A, which in either case will be filed
with the Securities and Exchange Commission not later than 120 days after March
31, 2005, and which information is incorporated herein by reference.


                                       11
<PAGE>

                                   SIGNATURES

      In accordance with sections 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.

Date: June 29, 2005
                               AZONIC CORPORATION

                           By: /s/ John Simmonds
                               -------------------------------------------
                                   John G. Simmonds, CEO

                  In accordance with 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.

           Name                          Title                       Date
           ----                          -----                       ----

/s/ John Simmonds                                               June 29, 2005
------------------------
     John G. Simmonds                CEO/Director
                            (principal executive officer)

/s/ David Smardon                                               June 29, 2005
------------------------
     David Smardon                     Chairman

/s/ Kenneth Adelberg                                            June 29, 2005
------------------------
     Kenneth J. Adelberg               Director

/s/ Ralph Hadley                                                June 29, 2005
------------------------
     Ralph V. Hadley III               Director

/s/ Gregory Laborde                                             June 29, 2005
------------------------
     Gregory Laborde                   Director

/s/ Italo Cerra                                                 June 29, 2005
------------------------
     Italo Cerra                       Director

/s/ Gary Hokkanen                                               June 29, 2005
------------------------
     Gary N. Hokkanen                    CFO
                            (principal accounting officer)


                                       12