U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

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


     For fiscal year ended March 31, 2003      Commission File No. 0-28315


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

                  NEVADA                                84-1517404
                  ------                                ----------
      (State or other jurisdiction of     (I.R.S. Employer Identification No.)
      incorporation or organization)

          11145 W. Rockland Dr.
        Littleton, Colorado 80127                     (720) 981-0523
        -------------------------                     --------------
(Address of Principal's Executive Offices)       (Issuer's Telephone No.)


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

     Securities registered pursuant to
       Section 12(g) of the Act:               Common stock, $.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. [ x ] YES [ ] NO

     Indicate by check mark if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of registrant'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. [ x ] YES [ ] NO

     The registrant's revenues for its most recent fiscal year were $-0-.

     The aggregate market value of the 62,000 shares of common stock of the
registrant held by non-affiliates on March 31, 2003, was not determinable, due
to lack of trading activity.

     At March 31, 2003, a total of 6,000,000 shares of common stock were
outstanding.

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                                TABLE OF CONTENTS


                                     PART I


Item 1.  Description of Business ...........................................   3

Item 2.  Description of Property ...........................................   9

Item 3.  Legal Proceedings .................................................   9

Item 4.  Submission of Matters to a Vote of Security Holders ...............   9


                                     PART II


Item 5.  Market for the Registrant's Common Equity and Related
           Stockholder Matters .............................................  10

Item 6.  Management's Discussion and Analysis or Plan of Operation..........  11

Item 7.  Financial Statements ..............................................  13

Item 8.  Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure ..........................  13


                                    PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act ...............  13

Item 10. Executive Compensation ............................................  15

Item 11. Security Ownership of Certain Beneficial Owners and Management ....  17

Item 12. Certain Relationships and Related Transactions ....................  17

Item 13. Exhibits and Reports on Form 8-K ..................................  17

         Index to Financial Statements .....................................  18

         Financial Statements .............................................. F-1

         Signatures ........................................................  20

         Certifications ....................................................  21


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                           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 officers and
director, is resigning from all such positions.

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.

     Azonic has not been operational, other than occasionally searching for a
business or venture to acquire, as described below, or had revenues other than
interest income since its inception.

EXCHANGE ACT REGISTRATION

     Azonic has a registration statement on Form 10SB-12G in effect. Azonic is
required to file quarterly, annual and other reports and other information with
the Securities and Exchange Commission ("SEC" or "Commission") as required by
the Securities Act of 1934 ("Exchange Act").

PROPOSED BUSINESS

     Azonic intends to enter into a business combination with one or more as yet
unidentified privately held businesses. Management believes that Azonic will be
attractive to privately held companies interested in becoming publicly traded by
means of a business combination with Azonic, without offering their own

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securities to the public. Azonic will not be restricted in its search for
business combination candidates to any particular geographical area, industry or
industry segment, and may enter into a combination with a private business
engaged in any line of business. Management's discretion is, as a practical
matter, unlimited in the selection of a combination candidate.

     It is anticipated that business opportunities will come to Azonic's
attention from various sources, including its management, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. Azonic has no
plans, understandings, agreements, or commitments with any individual or entity
to act as a finder of or as a business consultant in regard to any business
opportunities for Azonic. There are no plans to use advertisements, notices or
any general solicitation in the search for combination candidates.

     Azonic is a "blank check" company, defined as an inactive, publicly quoted
company with nominal assets and liabilities. With these characteristics,
management believes that Azonic will be attractive to privately held companies
interested in becoming publicly traded by means of a business combination with
Azonic, without offering their own securities to the public. The term "business
combination" (or "combination") means the result of (i) a statutory merger of a
combination candidate into or its consolidation with Azonic or a wholly owned
subsidiary of Azonic formed for the purpose of the merger or consolidation, (ii)
the exchange of securities of Azonic for the assets or outstanding equity
securities of a privately held business, or (iii) the sale of securities by
Azonic for cash or other value to a business entity or individual, and similar
transactions.

     Azonic will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of Azonic will
seek combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.

     Azonic's board of directors has the authority and discretion to complete
certain combinations without submitting them to the stockholders for their prior
approval. Azonic's shareholders should not anticipate that they will have any
meaningful opportunity to consider or vote upon any candidate selected by Azonic
management for acquisition. Generally, the prior approval of Azonic's
shareholders will be required for any statutory merger of Azonic with or into
another company, but shareholder approval will not be required if the following
requirements are met: (1) Azonic's articles of incorporation will not change as
a result of the merger; (2) following the merger, each person who was a Azonic
shareholder immediately prior to the merger will on the effective date of the
merger continue to hold the same number of shares, with identical designations,
preferences, limitations and relative rights; and (3) the number of Azonic
voting and participating shares which are outstanding prior to the merger is not
increased more than 20% as a result of the merger, giving effect to the
conversion of convertible securities and the exercise of warrants, options and
other rights issued in the merger. It is likely, however, in management's
opinion that any combination entered into by Azonic that takes the form of a
merger will result in the issuance of additional shares exceeding the 20%
limitation. Shareholder approval also will not be required as to any "short-form
merger," meaning the merger into Azonic of a company in which Azonic already
owns 90% or more of the equity securities. Moreover, in the event that a
business combination occurs in the form of a stock-for-stock exchange or the
issuance of stock to purchase assets, the approval of Azonic's shareholders will
not be required by law so long as it is Azonic that acquires the shares or
assets of the other company.

     COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of Azonic's management, who are not
rofessional business analysts. See "MANAGEMENT" below.

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     To a large extent, a decision to participate in a specific combination may
be made upon management's analysis of the quality of the candidate company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the candidate will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to objectively quantify or
analyze. In many instances, it is anticipated that the historical operations of
a specific candidate may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches substantially,
expand significantly, change product emphasis, change or substantially augment
management, or make other changes. Azonic will be dependent upon the owners and
management of a candidate to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes. Because Azonic may participate in a business combination with a newly
organized candidate or with a candidate which is entering a new phase of growth,
it should be emphasized that Azonic will incur further risks, because management
in many instances will not have proved its abilities or effectiveness, the
eventual market for the candidate's products or services will likely not be
established, and the candidate may not be profitable when acquired.

     Otherwise, Azonic anticipates that it may consider, among other things, the
following factors:

     1.   Potential for growth and profitability, indicated by new technology,
          anticipated market expansion, or new products;

     2.   Azonic's perception of how any particular candidate will be received
          by the investment community and by Azonic's stockholders;

     3.   Whether, following the business combination, the financial condition
          of the candidate would be, or would have a significant prospect in the
          foreseeable future of becoming sufficient to enable the securities of
          Azonic to qualify for listing on an exchange or on NASDAQ, so as to
          permit the trading of such securities to be exempt from the
          requirements of the federal "penny stock" rules adopted by the SEC.

     4.   Capital requirements and anticipated availability of required funds,
          to be provided by Azonic or from operations, through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;

     5.   The extent to which the candidate can be advanced;

     6.   Competitive position as compared to other companies of similar size
          and experience within the industry segment as well as within the
          industry as a whole;

     7.   Strength and diversity of existing management, or management prospects
          that are scheduled for recruitment;

     8.   The cost of participation by Azonic as compared to the perceived
          tangible and intangible values and potential; and

     9.   The accessibility of required management expertise, personnel, raw
          materials, services, professional assistance, and other required
          items.

     No one of the factors described above will be controlling in the selection
of a candidate. Potentially available candidates may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. It should be recognized that, because of
Azonic's limited capital available for investigation and management's limited
experience in business analysis, Azonic may not discover or adequately evaluate

                                       5
<PAGE>

adverse facts about the opportunity to be acquired. Azonic cannot predict when
it may participate in a business combination. It expects, however, that the
analysis of specific proposals and the selection of a candidate may take several
months or more.

     Management believes that various types of potential merger or acquisition
candidates might find a business combination with Azonic to be attractive. These
include acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the public
sale of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition candidates
which plan to acquire additional assets through issuance of securities rather
than for cash, and believe that the possibility of development of a public
market for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not likely to
find a potential business combination with Azonic to be an attractive
alternative.

     Prior to consummation of any combination (other than a mere sale by Azonic
insiders of a controlling interest in Azonic's common stock) Azonic intends to
require that the combination candidate provide Azonic the financial statements
required by ITEM 310 of Regulation S-B, including at the least an audited
balance sheet as of the most recent fiscal year end and statements of
operations, changes in stockholders' equity and cash flows for the two most
recent fiscal years, audited by certified public accountants acceptable to
Azonic's management, and the necessary unaudited interim financial statements.
Such financial statements must be adequate to satisfy Azonic's reporting
obligations under Section 15(d) or 13 of the Exchange Act. If the required
audited financial statements are not available at the time of closing, Azonic
management must reasonably believe that the audit can be obtained in less than
60 days. This requirement to provide audited financial statements may
significantly narrow the pool of potential combination candidates available,
since most private companies are not already audited. Some private companies
will either not be able to obtain an audit or will find the audit process too
expensive. In addition, some private companies on closer examination may find
the entire process of being a reporting company after a combination with Azonic
too burdensome and expensive in light of the perceived potential benefits from a
combination.

     FORM OF ACQUISITION. It is impossible to predict the manner in which Azonic
may participate in a business opportunity. Specific business opportunities will
be reviewed as well as the respective needs and desires of Azonic and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of Azonic and such promoters, the legal structure or method
deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. Azonic may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. Implementing such structure may require the merger, consolidation
or reorganization of Azonic with other corporations or forms of business
organization, and although it is likely, there is no assurance that Azonic would
be the surviving entity. In addition, the present management and stockholders of
Azonic most likely will not have control of a majority of the voting shares of
Azonic following a reorganization transaction. As part of such a transaction,
Azonic's existing directors may resign and new directors may be appointed
without any vote or opportunity for approval by Azonic's shareholders.

     It is likely that Azonic will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of Azonic.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders of the
acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, Azonic's
current stockholders would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of Azonic prior to such
reorganization.

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     It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, Azonic may
agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in Azonic's securities may have a depressive
effect upon such market.

     Azonic will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, Azonic anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither Azonic nor any of the other
parties to the letter of intent will be bound to consummate the acquisition
unless and until a definitive agreement concerning the acquisition as described
in the preceding paragraph is executed. Even after a definitive agreement is
executed, it is possible that the acquisition would not be consummated should
any party elect to exercise any right provided in the agreement to terminate it
on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of Azonic to pay until an indeterminate future time may make it
impossible to procure goods and services.

     POST-COMBINATION ACTIVITIES. Management anticipates that, following
consummation of a combination, control of Azonic will change as a result of the
issuance of additional Common Stock to the shareholders of the business acquired
in the combination. Once ownership control has changed, it is likely that the
new controlling shareholders will call a meeting for the purpose of replacing
the incumbent directors of Azonic with candidates of their own, and that the new
directors will then replace the incumbent officers with their own nominees.

     Following consummation of a combination, management anticipates that Azonic
will file a current report on Form 8-K with the Commission which discloses among
other things the date and manner of the combination, material terms of the
definitive agreement, the assets and consideration involved, the identity of the
person or persons from whom the assets or other property was acquired, changes
in management and biographies of the new directors and executive officers,
identity of principal shareholders following the combination, and contains the
required financial statements.

POSSIBLE ORIGINATION of a BUSINESS

     The Board of Directors has left open the possibility that, instead of
seeking a business combination, Azonic may instead raise funding in order to
originate an operating business, which may be in any industry or line of
business, and could involve Azonic's origination of a start-up business,
purchase and development of a business already originated by third parties,
joint venture of a new or existing business, or take any other lawful form. It
is also possible that Azonic may engage in one or more combinations, as
discussed above, and originate a business in addition. Potential shareholders
should consider that management has the widest possible discretion in choosing a
business direction for Azonic.

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     Any funds needed to originate and develop a business would almost certainly
be raised from the sale of Azonic's securities, since Azonic lacks the
creditworthiness to obtain a loan. Management does not believe that the
principal shareholders, directors or executive officers of Azonic would be
willing to guarantee any debt taken on, and obtaining a loan without personal
guarantees is unlikely. Capital could possibly be raised from the sale of debt
instruments convertible into common stock upon the occurrence of certain defined
events, but no such funding has been offered. Azonic has no current plans to
offer or sell its securities, but would be agreeable do so if a worthy business
opportunity presents itself and adequate funding then appears to be available.

USE OF CONSULTANTS and FINDERS

     Although there are no current plans to do so, Azonic management might hire
and pay an outside consultant to assist in the investigation and selection of
candidates, and might pay a finder's fee to a person who introduces a candidate
with which Azonic completes a combination. Since Azonic management has no
current plans to use any outside consultants or finders to assist in the
investigation and selection of candidates, no policies have been adopted
regarding use of consultants or finders, the criteria to be used in selecting
such consultants or finders, the services to be provided, the term of service,
or the structure or amount of fees that may be paid to them. However, because of
the limited resources of Azonic, it is likely that any such fee Azonic agrees to
pay would be paid in stock and not in cash. Azonic has had no discussions, and
has entered into no arrangements or understandings, with any consultant or
finder. Azonic's officers and directors have not in the past used any particular
consultant or finder on a regular basis and have no plan to either use any
consultant or recommend that any particular consultant be engaged by Azonic on
any basis.

     It is possible that compensation in the form of common stock, options,
warrants or other securities of Azonic, cash or any combination thereof, may be
paid to outside consultants or finders. No securities of Azonic will be paid to
officers, directors or promoters of Azonic nor any of their respective
affiliates. Any payments of cash to a consultant or finder would be made by the
business acquired or persons affiliated or associated with it, and not by
Azonic. It is possible that the payment of such compensation may become a factor
in any negotiations for Azonic's acquisition of a business opportunity. Any such
negotiations and compensation may present conflicts of interest between the
interests of persons seeking compensation and those of Azonic's shareholders,
and there is no assurance that any such conflicts will be resolved in favor of
Azonic's shareholders.

RISK FACTORS

     At this time the shares of Azonic are speculative and involve a high degree
of risk, for the reasons following. Azonic is in the development stage with no
operations or revenues, thus there are no financial results upon which anyone
may base an assessment of its potential. No combination candidate has been
identified for acquisition by management, nor has any determination been made as
to any business for Azonic to enter, and shareholders will have no meaningful
voice in any such determinations. There is no assurance that Azonic will be
successful in completing a combination or originating a business, nor that
Azonic will be successful or that its shares will have any value even if a
combination is completed or a business originated.

     Azonic's officers and directors, who serve only on a part-time basis, have
had limited experience in the business activities contemplated by Azonic, yet
Azonic will be solely dependent on them. Azonic lacks the funds or other
incentive to hire full-time experienced management. Each of Azonic's management
members has other employment or business interests to which he devotes his
primary attention and will continue to do so, devoting time to Azonic only on an
as-needed basis. Moreover, members of management are involved in other companies
also seeking to engage in a combination, and conflicts of interest could arise
in the event they come across a desirable combination candidate. No assurance
exists that all or any such conflicts will be resolved in favor of Azonic.

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     After completion of a combination, the current shareholders of Azonic may
experience severe dilution of their ownership due to the issuance of shares in
the combination. Any combination effected by Azonic almost certainly will
require its existing management and board members to resign, thus shareholders
have no way of knowing what persons ultimately will direct Azonic and may not
have an effective voice in their selection.

NO INVESTMENT COMPANY ACT REGULATION

     Prior to completing a combination, Azonic will not engage in the business
of investing or reinvesting in, or owning, holding or trading in securities, or
otherwise engaging in activities which would cause it to be classified as an
"investment company" under the Investment Company Act of 1940 ("1940 Act"). To
avoid becoming an investment company, not more than 40% of the value of Azonic's
assets (excluding government securities and cash and cash equivalents) may
consist of "investment securities," which is defined to include all securities
other than U.S. government securities and securities of majority-owned
subsidiaries. Because Azonic will not own less than a majority of any assets or
business acquired, it does not anticipate that it will not be regulated as an
investment company. Azonic will not pursue any combination unless it will result
in Azonic owning at least a majority interest in the business acquired.

COMPETITION

     Azonic will be in direct competition with many entities in its efforts to
locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and corporations,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which Azonic, with its limited capital, could consider.
Many of these competing entities will also possess significantly greater
experience and contacts than Azonic's management. Moreover, Azonic also will be
competing with numerous other blank check companies for such opportunities.

EMPLOYEES

     Azonic has no full-time employees, and its only employees currently are its
officers. It is not expected that Azonic will have additional full-time or other
employees except as a result of completing a combination.

Item 2. DESCRIPTION OF PROPERTY.

     Azonic neither owns nor leases any real estate or other properties.
Azonic's offices are located at 11145 W. Rockland Dr., Littleton, Colorado
80127, and are provided at no charge by its President. This arrangement will
continue and is believed to be adequate for Azonic's needs until Azonic
completes an acquisition of an operating business, in which latter event the
offices of Azonic undoubtedly will be the same as those of the acquired company.

Item 3. LEGAL PROCEEDINGS.

     There are no legal proceedings which are pending or have been threatened
against Azonic or any officer, director or control person of which management is
aware.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote or for the written consent of security
shareholders for the fiscal year ended March 31, 2003, and no meeting of
shareholders was held.

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                                     PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

PRICE RANGE OF COMMON STOCK

     During the fiscal year ended March 31, 2003, the Common Shares were quoted
under symbol "AZON" on the Pink Sheets operated by the National Quotation
Bureau, but few transactions have taken place, and there is no market for the
Common Shares at this time. Currently the common shares are quoted in name only.

     There currently is no active public market for Azonic's common stock, 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.

HOLDERS

     Azonic had approximately 34 shareholders of record as of March 31, 2003,
which number may not include shareholders whose shares are held in street or
nominee names.

DIVIDENDS

     Azonic does not expect to pay a cash dividend upon its capital stock in the
foreseeable future. Payment of dividends in the future will depend on Azonic's
earnings (if any) and its cash requirements at that time.

                      Equity Compensation Plan Information

     The following table sets forth, as of the fiscal year ended March 31, 2003,
certain information with respect to Azonic compensation plans and individual
compensation arrangements to which Azonic is a party, if any, under which any
equity securities of Azonic are authorized for issuance.

                                       10
<PAGE>
<TABLE>
<CAPTION>
<S>                                                <C>                   <C>                    <C>
----------------------------------------------------------------------------------------------------------
          Plan Category                   Number of securities     Weighted average         Number of
                                            to be issued upon     exercise price of         securities
                                               exercise of           outstanding       remaining available
                                          outstanding options,    options, warrants    for future issuance
                                           warrants and rights        and rights
----------------------------------------------------------------------------------------------------------
                                                   (a)                   (b)                   (c)
----------------------------------------------------------------------------------------------------------
Equity compensation plans approved by              -0-                   N/A                 2,500,000
security holders
----------------------------------------------------------------------------------------------------------
Equity compensation plans not approved             -0-                   N/A                 -0-
by security holders
----------------------------------------------------------------------------------------------------------
Total                                              -0-                   N/A                 2,500,000
----------------------------------------------------------------------------------------------------------
</TABLE>

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN of OPERATION

     Azonic is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination.. Azonic will not be
restricted in its search for business combination candidates to any particular
geographical area, industry or industry segment, and may enter into a
combination with a private business engaged in any line of business, including
service, finance, mining, manufacturing, real estate, oil and gas, distribution,
transportation, medical, communications, high technology, biotechnology or any
other. Management's discretion is, as a practical matter, unlimited in the
selection of a combination candidate. Management of Azonic will seek combination
candidates in the United States and other countries, as available time and
resources permit, through existing associations and by word of mouth. This plan
of operation has been adopted in order to attempt to create value for Azonic's
shareholders. For further information on Azonic's plan of operation and
business, see PART I, Item 1 above.

     Azonic does not intend to do any product research or development. Azonic
does not expect to buy or sell any real estate, plant or equipment except as
such a purchase might occur by way of a business combination that is structured
as an asset purchase, and no such asset purchase currently is anticipated.
Similarly, Azonic does not expect to add additional employees or any full-time
employees except as a result of completing a business combination, and any such
employees likely will be persons already then employed by the company acquired.

RESULTS OF OPERATIONS

     2003. For the fiscal year ended March 31, 2003, Azonic had no revenues and
incurred a net loss of $-0- as compared to a net loss of $-0- for the fiscal
year ended March 31, 2002. Expenses in fiscal 2003 related primarily to
miscellaneous filing fees, accounting fees and legal fees.

     2002. For the fiscal year ended March 31, 2002, Azonic had no revenues and
incurred a net loss of $-0- as compared to a net loss of $-0- for the fiscal
year ended March 31, 2001. Expenses in fiscal 2002 consisted of miscellaneous
items.

LIQUIDITY and CAPITAL RESOURCES

     All legal and accounting costs are paid for and provided without charge to
the Company by Nordstrom, Forbes & Lincoln, Inc., a corporate entity for which
the Company's President is also a shareholder and its President. Azonic had no

                                       11
<PAGE>

in cash on hand at March 31, 2003 and had no other assets to meet ongoing
expenses or debts that may accumulate. Since inception, Azonic has accumulated a
deficit (net loss) of $300.

     Azonic has no commitment for any capital expenditure and foresees none.
However, Azonic will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition.
Azonic's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $10,000 in the fiscal year ending March 31, 2003. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.

     Azonic's current management and its counsel have informally agreed to
continue rendering services to Azonic and to not demand payment of sums owed
unless and until Azonic completes an acquisition. The terms of any such payment
will have to be negotiated with the principals of any business acquired. The
existence and amounts of Azonic debt may make it more difficult to complete, or
prevent completion of, a desirable acquisition. In addition, offices are
provided to Azonic without charge.

     Azonic will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, Azonic is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Azonic believes that management members or
shareholders will loan funds to Azonic as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to Azonic, however, and it is not certain they will always want
or be financially able to do so. Azonic shareholders and management members who
advance money to Azonic to cover operating expenses will expect to be
reimbursed, either by Azonic or by the company acquired, prior to or at the time
of completing a combination. Azonic has no intention of borrowing money to
reimburse or pay salaries to any Azonic officer, director or shareholder or
their affiliates. There currently are no plans to sell additional securities of
Azonic to raise capital, although sales of securities may be necessary to obtain
needed funds. Azonic's current management and its counsel have agreed to
continue their services to Azonic and to accrue sums owed them for services and
expenses and expect payment reimbursement only

     Should existing management or shareholders refuse to advance needed funds,
however, Azonic would be forced to turn to outside parties to either loan money
to Azonic or buy Azonic securities. There is no assurance whatever that Azonic
will be able at need to raise necessary funds from outside sources. Such a lack
of funds could result in severe consequences to Azonic, including among others:

     (1) failure to make timely filings with the SEC as required by the Exchange
     Act, which also probably would result in suspension of trading or quotation
     in Azonic's stock and could result in fines and penalties to Azonic under
     the Exchange Act;

     (2) curtailing or eliminating Azonic's ability to locate and perform
     suitable investigations of potential acquisitions; or

     (3) inability to complete a desirable acquisition due to lack of funds to
     pay legal and accounting fees and acquisition-related expenses.

     Azonic hopes to require potential candidate companies to deposit funds with
Azonic that it can use to defray professional fees and travel, lodging and other
due diligence expenses incurred by Azonic's management related to finding and
investigating a candidate company and negotiating and consummating a business
combination. There is no assurance that any potential candidate will agree to
make such a deposit.

                                       12
<PAGE>

Item 7. FINANCIAL STATEMENTS.

     The index to the financial statements appears at page 18.

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

IDENTIFICATION of CURRENT
  DIRECTORS and EXECUTIVE OFFICERS

     The persons who serve as directors and executive officers of Azonic, their
ages, positions and tenure held in Azonic, are listed below. Each director will
serve until the next annual meeting of shareholders, or until their respective
successors have been elected and duly qualified. Directors serve one-year terms.
Officers hold office at the pleasure of the Board of Directors, absent any
employment agreement, of which none currently exist or are contemplated. There
are no family relationships between any director or executive officer.

    Name              Age                        Position
    ----              ---                        --------
J. R. Nelson          61          Director and Chairman of the Board, President,
                                  Chief Executive Officer, Chief Financial and
                                  Accounting Officer, since inception

J.R. Nelson will resign as an officer and director of Azonic in connection with
the sale of control to Carriage House Capital Corp.

BIOGRAPHICAL INFORMATION

     The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried out. None of
such persons has ever devoted full time or any significant time to Azonic's
business. These persons have agreed to devote only such time to Azonic's
business as seems reasonable and necessary from time to time.

     J. R. NELSON. Mr. Nelson received a B.A. Degree in Communications with an
English minor and additional courses in Psychology. Until 1983 Mr. Nelson was an
Officer and Director of J.R. Nelson and Associates, Inc., a technical recruiting
company with over 250 employees that he cofounded in 1971. After selling his
ownership in 1983, he has since been self-employed as a business consultant. Mr.
Nelson is an executive officer or director of Boochm Systems, Incorporated, a
company that files or is required to file reports with the SEC.

SIGNIFICANT EMPLOYEES

     None, other than officers of Azonic listed above.

                                       13
<PAGE>

POTENTIAL CONFLICTS of INTEREST

     Certain of the Company's officers and directors are now and may in the
future from time to time be affiliated with other blank check companies having a
similar business plan to that of Azonic ("Affiliated Companies") which may
compete directly or indirectly with Azonic. Azonic has not identified a specific
business area, industry or industry segment in which it will seek combination
candidates. Azonic has made a determination that it will not concentrate its
search for combination candidates in any particular business, industry or
industry segment, since any such determination is potentially limiting and
confers no advantage to Azonic or its shareholders. Certain specific conflicts
of interest may include those discussed below.

     1. The interests of any Affiliated Companies from time to time may be
inconsistent in some respects with the interests of Azonic. The nature of these
conflicts of interest may vary. There may be circumstances in which an
Affiliated Company may take advantage of an opportunity that might be suitable
for Azonic. Although there can be no assurance that conflicts of interest will
not arise or that resolutions of any such conflicts will be made in a manner
most favorable to Azonic and its shareholders, the officers and directors of
Azonic have a fiduciary responsibility to Azonic and its shareholders and,
therefore, must adhere to a standard of good faith and integrity in their
dealings with and for Azonic and its shareholders.

     2. The officers and directors of Azonic serve as officers or directors of
one or more Affiliated Companies and may serve as officers and directors of
other Affiliated Companies in the future. Azonic's officers and directors are
required to devote only so much of their time to Azonic's affairs as they deem
appropriate, in their sole discretion. As a result, Azonic's officers and
directors may have conflicts of interest in allocating their management time,
services, and functions among Azonic and any current and future Affiliated
Companies which they may serve, as well as any other business ventures in which
they are now or may later become involved.

     3. The Affiliated Companies may compete directly or indirectly with that of
Azonic for the acquisition of available, desirable combination candidates. There
may be factors unique to Azonic or an Affiliated Company which respectively
makes it more or less desirable to a potential combination candidate, such as
age of the company, name, capitalization, state of incorporation, contents of
the articles of incorporation, etc. However, any such direct conflicts are not
expected to be resolved through arm's-length negotiation, but rather in the
discretion of management. While any such resolution will be made with due regard
to the fiduciary duty owed to Azonic and its shareholders, there can be no
assurance that all potential conflicts can be resolved in a manner most
favorable to Azonic as if no conflicts existed. Members of Azonic's management
who also are members of management of another Affiliated Company will also owe
the same fiduciary duty to the shareholders of the other Affiliated Company.

     Should a potential acquisition be equally available to and desirable for
both Azonic and the Affiliated Companies, no guideline exists for determining
which company would make the acquisition. This poses a risk to Azonic
shareholders that a desirable acquisition available to Azonic may be made by an
Affiliated Company, whose shareholders would instead reap the rewards of the
acquisition. An Affiliated Company's shareholders of course face exactly the
same risk. Any persons who are officers and directors of both Azonic and an
Affiliated Company do not have the sole power (nor the power through stock
ownership) to determine which company would acquire a particular acquisition. No
time limit exists in which an acquisition may or must be made by Azonic, and
there is no assurance when - or if - an acquisition ever will be completed.

     4. Certain conflicts of interest exist and will continue to exist between
Azonic and its officers and directors due to the fact that each has other
employment or business interests to which he devotes his primary attention. Each
officer and director is expected to continue to do so in order to make a living,
notwithstanding the fact that management time should be devoted to Azonic's
affairs. Azonic has not established policies or procedures for the resolution of
current or potential conflicts of interest between Azonic and its management.

     As a practical matter, such potential conflicts could be alleviated only if
the Affiliated Companies either are not seeking a combination candidate at the
same time as the Company, have already identified a combination candidate, are

                                       14
<PAGE>

seeking a combination candidate in a specifically identified business area, or
are seeking a combination candidate that would not otherwise meet Azonic's
selection criteria. It is likely, however, that the combination criteria of
Azonic and any Affiliated Companies will be substantially identical. Ultimately,
Azonic's shareholders ultimately must rely on the fiduciary responsibility owed
to them by Azonic's officers and directors.

     There can be no assurance that members of management will resolve all
conflicts of interest in Azonic's favor. The officers and directors are
accountable to Azonic and its shareholders as fiduciaries, which means that they
are legally obligated to exercise good faith and integrity in handling Azonic's
affairs and in their dealings with Azonic. Failure by them to conduct Azonic's
business in its best interests may result in liability to them. The area of
fiduciary responsibility is a rapidly developing area of law, and persons who
have questions concerning the duties of the officers and directors to Azonic
should consult their counsel.

EXCLUSION of DIRECTOR LIABILITY

     Pursuant to the General Corporation Law of Nevada, Azonic's Certificate of
Incorporation excludes personal liability on the part of its directors to Azonic
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or for improper
payment of dividends. This exclusion of liability does not limit any right which
a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.

Item 10. EXECUTIVE COMPENSATION.


COMPENSATION of DIRECTORS and EXECUTIVE OFFICERS

     The table below presents information concerning the compensation of the
Company's Chairman of the Board, Chief Executive Officer and its other most
highly compensated executive officers for the fiscal years ended March 31, 2003
and 2002. Such officers are sometimes collectively referred to below as the
"Named Officers."
<TABLE>
<CAPTION>

                                 SUMMARY COMPENSATION TABLE

                                                 Long-Term Compensation
                                               --------------------------

                        Annual Compensation                Awards          Payouts
                   -----------------------------  -----------------------  -------
   (a)              (b)    (c)      (d)     (e)      (f)         (g)        (h)        (i)
                                                              Securities               All
Name and                                          Restricted  Underlying    ($)       Other
Principal           ($)    ($)      ($)     ($)     Stock       Options     LTIP     Compen-
Position           Year   Salary   Bonus   Other   Awards($)   & SARs(#)   Payouts   sation($)
--------------     ----   ------   -----   -----   ---------   ---------   -------   ---------
<S>                <C>    <C>      <C>    <C>        <C>          <C>        <C>       <C>

J.R. Nelson        2003   $ -0-    None    None      None         None      None       None
 Chairman, Sec.    2002   $ -0-    None    None      None         None      None       None
 Chief Exec. Off.
 Chief Fin. Off.
</TABLE>

     None of the Named Officers received any form of non-cash compensation from
the Company in the fiscal years ended March 31, 2003 or 2002, nor currently
receives any such compensation. The Company may, once it is operational,
implement employee benefits that will be generally available to all its
employees and its subsidiary employees, including medical, dental and life
insurance benefits and a 401(k) retirement savings plan.

                                       15
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                Individual Grants
   --------------------------------------------------------------------------
   (a)             (b)             (c)               (d)              (e)
                Number of      % of Total
                Securities    Options/SARs
                Underlying     Granted to
               Options/SARs     Employees      Exercise or Base
   Name          Granted      in Fiscal Year      Price($/Sh)    Expiration Date
   ----          -------      --------------      -----------    ---------------

J.R. Nelson        None            N/A                N/A              N/A



               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                      and FISCAL-YEAR-END OPTION/SAR VALUES
    ------------------------------------------------------------------------
    (a)            (b)              (c)            (d)               (e)
                                                Number of
                                                Securities         Value of
                                                Underlying       Unexercised
                                                Unexercised      In-the-Money
                                               Options/SARs      Options/SARs
                                               at FY-End (#)     at FY-End ($)

             Shares Acquired       Value       Exercisable/      Exercisable/
    Name       on Exercise       Realized($)   Unexercisable     Unexercisable
    ----       -----------       -----------   -------------     -------------

J.R. Nelson       None              N/A         N/A N/A

     None of the Named Officers exercised any options or SARs during the fiscal
years ended March 31, 2003 or 2002.

EMPLOYEE STOCK COMPENSATION PLAN

     Azonic has adopted the 1998 Employee Stock Compensation Plan for employees,
officers, directors of Azonic and advisors to Azonic (the "ESC Plan"). Azonic
has reserved a maximum of 1,000,000 Common Shares to be issued upon the grant of
awards under the ESC Plan. Employees will recognize taxable income upon the
grant of Common Stock equal to the fair market value of the Common Stock on the
date of the grant and Azonic will recognize a compensating deduction at such
time. The ESC Plan will be administered by the Board of Directors. No Common
Stock has been awarded under the ESC Plan.

COMPENSATORY STOCK OPTION PLAN

     Azonic has adopted the 1998 Compensatory Stock Option Plan for officers,
employees, directors and advisors (the "CSO Plan"). Azonic has reserved a
maximum of 1,500,000 Common Shares to be issued upon the exercise of options
granted under the CSO Plan. The CSO Plan will not qualify as an "incentive stock
option" plan under Section 422A of the Internal Revenue Code of 1986, as
amended. Options will be granted under the CSO Plan at exercise prices to be
determined by the Board of Directors or other CSO Plan administrator. With
respect to options granted pursuant to the CSO Plan, optionees will not
recognize taxable income upon the grant of options granted at or in excess of
fair market value. Azonic will be entitled to a compensating deduction (which it
must expense) in an amount equal to any taxable income realized by an optionee
as a result of exercising the option. The CSO Plan will be administered by the
Board of Directors or a committee of directors. No options have been granted
under this plan.

COMPENSATION OF DIRECTORS

     Azonic has no standard arrangements in place or currently contemplated to
compensate Azonic directors for their service as directors or as members of any
committee of directors.

EMPLOYMENT CONTRACTS

     No person has entered into any employment or similar contract with Azonic.
It is not anticipated that Azonic will enter into any employment or similar
contract unless in conjunction with or following completion of a business
combination.

                                       16
<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 31, 2003, the stock ownership
of each officer and director of Azonic, of all officers and directors of Azonic
as a group, and of each person known by Azonic to be a beneficial owner of 5% or
more of its Common Stock, $.001 par value per share. Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power as such shares. No person listed below has any
option, warrant or other right to acquire additional securities of Azonic,
except as noted.

Name and Address                               Amount & Nature
 of Beneficial                                  of Beneficial         Percent
    Owner                                         Ownership           of Class
    -----                                         ---------           --------

*J. R. Nelson .............................      5,355,000 (1)         89.25%
  11145 W. Rockland Dr.
  Littleton, Colorado 80127

*All directors & officers .................      5,335,000             89.25%
  as a group (1 person)

     (1)  Mr. Nelson is an officer and director of and owns approximately 40% of
          the common stock of Nordstrom, Forbes & Lincoln Incorporated, a
          Colorado corporation ("NFL") which owns 200,000 shares of Azonic
          common stock. Mr. Nelson claims beneficial ownership as to these
          shares.

     CHANGE IN CONTROL. In May 2003, certain shareholders of Azonic sold an
aggregate of 5,700,000 shares of common stock to Carriage House Capital Corp. As
of the date of this filing, Carriage House Capital Corp. owns 95% of the issued
and outstanding common shares of Azonic, and no other shareholder is known to
own more than 5% of the issued and outstanding common stock.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Azonic is not indebted to any current or former officer, director, promoter
or control person. Azonic has no understanding with its officers, directors or
shareholders, pursuant to which such persons are required to contribute capital
to Azonic, loan money or otherwise provide funds to Azonic, although management
expects that one or more of such persons may make funds available to Azonic in
the event of need to cover operating expenses.

     No officer, director or employee of Azonic or its predecessor received a
salary of $60,000 or more in 2003 or 2002. There were no transactions, or series
of transactions, for the fiscal years ended March 31, 2003 or 2002, nor are
there any currently proposed transactions, or series of transactions, to which
Azonic is (or Azonic or its predecessor was) a party, in which the amount
exceeds $60,000, and in which to the knowledge of Azonic any director, executive
officer, nominee, five percent or greater shareholder, or any member of the
immediate family of any of the foregoing persons, have or will have any direct
or indirect material interest.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and Exchange
Commission and incorporated by reference to another report, registration
statement or form. As to any shareholder of record requesting a copy of this
report, Azonic will furnish any exhibit indicated in the list below as filed
with report upon payment to Azonic of its expenses in furnishing the
information.

                                       17
<PAGE>

       3.1    Articles of Incorporation of Grand Canyon Ventures Two,
              Incorporated, incorporated by reference to Exhibit 3.1
              to registration statement on Form 10SB-12G, file No.
              0-28315 dated November 23, 1999 ............................... 1

       3.5    Amendment to Articles of Incorporation of Grand Canyon
              Ventures Two, Incorporated, changing the corporate name
              to Azonic Engineering, Incorporated, incorporated by
              reference from Exhibit 3.2 to Form 10SB-12G dated
              November 23, 1999 ............................................. 1

       3.6    Articles and Certificate of Merger between Azonic
              Engineering, Incorporated and Azonic Corporation, a
              Nevada corporation, with Merger Agreement attached
              thereto as Exhibit A, incorporated by reference to
              Exhibit 2.1 to Form 10SB-12G dated November 23, 1999 .......... 1

       3.7    Certificate of Incorporation of Azonic Corporation,
              incorporated by reference to Exhibit 3.3 to Form
              10SB-12G dated November 23, 1999 .............................. 1

       3.8    Bylaws of Azonic Corporation, incorporated by reference
              to Exhibit 3.4 to Form 10SB-12G dated November 23, 1999 ....... 1

       4.1    Specimen common stock certificate, incorporated by
              reference to Exhibit 4.1 to registration statement of
              Form 10SB-12G dated November 23, 1999 ......................... 1

       10.1   1998 Compensatory Stock Option Plan, incorporated by
              reference to Exhibit 10.1 to Form 10SB-12G dated
              November 23, 1999 ............................................. 1

       10.2   1998 Employee Stock Compensation Plan, incorporated by
              reference to Exhibit 10.2 to Form 10SB-12G dated
              November 23, 1999 ............................................. 1

              1 - Incorporated by reference to another registration statement,
                  report or document.
              2 - Included as part of this Report.

     (b) Reports on Form 8-K. NONE

Index to Financial Statements:

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

     BALANCE SHEET as of March 31, 2003 .................................... F-2

     STATEMENTS OF OPERATIONS for fiscal years ended
      March 31, 2003 and 2002 and from Inception
      (May 1, 1996)  through March 31, 2003 ................................ F-3

     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      from Inception (May 1, 1996) through March 31, 2003 .................. F-4

     STATEMENTS OF CASH FLOWS for fiscal years ended
      March 31, 2003 and 2002 and from Inception
      (May 1, 1996) through March 31, 2003  ................................ F-5

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

     NOTES TO FINANCIAL STATEMENTS ......................................... F-6


                                       18
<PAGE>

Item 14. CONTROLS AND PROCEDURES.

(a)  The Company maintains disclosure controls and procedures that are designed
     to ensure that information required to be disclosed in the Company's
     filings under the Securities Exchange Act of 1934 is recorded, processed,
     summarized and reported within the periods specified in the rules and forms
     of the Securities and Exchange Commission. Such information is accumulated
     and communicated to the Company's management, including its principal
     executive officer and principal financial officer, as appropriate, to allow
     timely decisions regarding required disclosure. The Company's management,
     including the principal executive officer and the principal financial
     officer, recognize that any set of controls and procedures, no matter how
     well designed and operated, can provide only reasonable assurance of
     achieving the desired control objectives.

(b)  Within 90 days prior to the filing date of this annual report on Form 10-K,
     the Company has carried out an evaluation, under the supervision and with
     the participation of the Company's management, including the Company's
     principal executive officer and the Company's principal financial officer,
     of the effectiveness of the design and operation of the Company's
     disclosure controls and procedures. Based on such evaluation, the Company'
     principal executive officer and principal financial officer concluded that
     the Company's disclosure controls and procedures are effective.

(c)  There have been no significant changes in the Company's internal controls
     or in other factors that could significantly affect the internal controls
     subsequent to the date of their evaluation in connection with the
     preparation of this annual report on Form 10-K.




                                       19
<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, 2003, and the related statements of
operations, shareholders' equity and cash flows for the year then ended March
31, 2003.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, 2003, and the results of its operations and cash
flows for the year ended March 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.




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


Aurora, Colorado
May 29, 2003

                                      F-1
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 March 31, 2003



                                     ASSETS

Current assets                                                          $  --

Property and equipment                                                     --

Other assets                                                               --
                                                                        -------

                                                                        $  --
                                                                        =======



                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities                                                     $  --

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;
       6,000,000 shares issued and outstanding                            6,000
     Additional paid-in capital (deficit)                                (5,700)
     Deficit accumulated during the development stage                      (300)
                                                                        -------

           Total shareholders' equity                                      --
                                                                        -------

                                                                        $  --
                                                                        =======


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, 2003 and 2002 and the
             Period from May 1, 1996 (Date of Inception) to March 31, 2003



                                         Year Ended        Year Ended       May 1, 1996
                                          March 31,         March 31,     (Inception) to
                                            2003              2002        March 31, 2003
                                      ----------------   ---------------  --------------
<S>                                   <C>                <C>               <C>

Revenues                              $           --     $          --     $      --

Costs and expenses:
     Amortization                                 --                --              50
     General and administrative                   --                --             250
                                      ----------------   ---------------   -----------

Loss from operations                  $           --     $          --     $      (300)
                                      ================   ===============   ===========



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

Weighted average shares outstanding          6,000,000         6,000,000     3,229,167
                                      ================   ===============   ===========





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

                                        F-3
<PAGE>

                                      AZONIC CORPORATION
                                 (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF SHAREHOLDERS' EQUITY
                 Period from May 1, 1996 (Date of Inception) to March 31, 2003

                                                                       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           1,000,000       1,000        (950)        --             50

Net loss                                --          --          --             (9)          (9)
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 1997          1,000,000       1,000        (950)          (9)          41

Net loss                                --          --          --            (10)         (10)
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 1998          1,000,000       1,000        (950)         (19)          31

Net loss                                --          --          --            (31)         (31)
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 1999          1,000,000       1,000        (950)         (50)        --
Issuance of common stock for
  services at $.00005 per share,
  August 10, 1999                  5,000,000       5,000      (4,750)        --            250

Net loss                                --          --          --           (250)        (250)
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 2000          6,000,000       6,000      (5,700)        (300)        --

Net loss                                --          --          --           --           --
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 2001          6,000,000       6,000      (5,700)        (300)        --

Net loss                                --          --          --           --           --
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 2002          6,000,000       6,000      (5,700)        (300)        --

Net loss                                --          --          --           --           --
                                   ---------   ---------   ---------    ---------    ---------

Balance at March 31, 2003          6,000,000   $   6,000   $  (5,700)   $    (300)   $    --
                                   =========   =========   =========    =========    =========


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

                                              F-4
<PAGE>

                                   AZONIC CORPORATION
                              (A DEVELOPMENT STAGE COMPANY)
                                STATEMENTS OF CASH FLOWS
                   For the Years Ended March 31, 2003 and 2002 and the
              Period from May 1, 1996 (Date of Inception) to March 31, 2003



                                                    Year Ended     Year Ended    May 1, 1996
                                                     March 31,      March 31,  (Inception) to
                                                       2003           2002     March 31, 2003
                                                     --------      ---------   --------------

Cash flows from operating activities:
Net loss                                             $    --       $    --       $   (300)

Adjustments to reconcile net loss to net cash
   provided by operating activities
       Amortization                                       --            --             50
       Non-cash services                                  --            --            250
                                                     ---------     ---------     --------

Net cash used by operating activities                     --            --           --
                                                     ---------     ---------     --------

Cash flows from investing activities                      --            --           --
                                                     ---------     ---------     --------

Cash flows from financing activities                      --            --           --
                                                     ---------     ---------     --------

Net change in cash                                        --            --           --

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

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


Supplemental disclosures of cash flow information:

    Noncash investing and financing activities:

       Common stock issued for organization
         costs and services                          $    --       $    --       $    300
                                                     =========     =========     ========



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

                                           F-5
</TABLE>
<PAGE>

                               AZONIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                        FOOTNOTES to FINANCIAL STATEMENTS
               For the Years Ended March 31, 2003 and 2002 and the
          Period from May 1, 1996 (Date of Inception) to March 31, 2003


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 with no operations.
     The Company is a "blank check" company that intends to enter into a
     business combination with one or more as yet unidentified privately held
     businesses. Its principal executive offices are located in Littleton,
     Colorado.

     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.

     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.

                                      F-6
<PAGE>

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     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, 2002 and 2001.

NOTE 3 INCOME TAXES

     As of March 31, 2003, 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

     The Company's corporate offices are 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 and $2,366 for the years ended March 31,
     2003 and 2002, respectively.

NOTE 5 SHAREHOLDERS' EQUITY

     Preferred Stock

     No shares of the Company's preferred stock have been issued as of March 31,
     2002. Dividends, voting rights and other terms, rights and preferences have
     not been designated. The Company's board of directors may establish these
     provisions from time to time.

     Common Stock

     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.



                                      F-7
<PAGE>



                                   SIGNATURES

     In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date: June 10, 2003
                                        AZONIC VENTURE (NEV.) CORPORATION


                                        By: /s/ J.R. Nelson
                                        -------------------
                                        J. R. Nelson, President, Chief Executive
                                        Officer, Chief Financial and Accounting
                                        Officer

     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/ J.R. Nelson             Director, President, Chief             6/10/2003
---------------             Executive Officer, Chief
J. R. Nelson                Financial Officer, Chief
                            Accounting Officer








                                       20
<PAGE>

                                  CERTIFICATION

I, J.R. NELSON, certify that:

1. I have reviewed this annual report on Form 10-KSB of Azonic Corporation.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: June 10, 2003

                                         By: /s/ J.R. Nelson
                                         -------------------
                                         J.R. Nelson, Principal Executive
                                         Officer and Principal Financial Officer

                                       21
<PAGE>

                            Section 906 Certification
                 (Required by 18 U.S.C. Section 1350 as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, J.R. Nelson, as Chief Executive Officer of Azonic Corporation (the
"Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge:

1.   the accompanying Annual Report on Form 10-KSB of the Company for the annual
     period ended March 31, 2003 (the "Report"), filed with the U.S. Securities
     and Exchange Commission, fully complies with the requirements of Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.


A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

Date: June 10, 2003

                                    By: /s/ J.R. Nelson
                                    -------------------
                                    J.R. Nelson, Principal Executive Officer and
                                    Principal Financial Officer




                                       22