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, 2000            Commission File No. 0-28315


                               AZONIC CORPORATION
             (Exact name of registrant as specified in its charter)

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

          6521 W. Calhoun Place
        Littleon, Colorado 80123                        (303) 794-8102
(Address of Principal's Executive Offices)        (Registrant's Telephone No.
                                                        incl. area code)

     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.

         Yes        No   X
            ------    -------

     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.

         Yes   X    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, 2000, was not determinable.

     At March 31, 2000, 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 ..........................   11

         Item 3.        Legal Proceedings ................................   11

         Item 4.        Submission of Matters to a Vote of
                        Security Holders .................................   12


                                     PART II


         Item 5.        Market for the Registrant's Common
                        Equity and Related Stockholder Matters ...........   12

         Item 6.        Management's Discussion and Analysis
                        or Plan of Operation..............................   12

         Item 7.        Financial Statements .............................   14

         Item 8.        Changes in and Disagreements with Accountants
                        on Accounting and Financial Disclosure ...........   14


                                    PART III


         Item 9.        Directors, Executive Officers, Promoters
                        and Control Persons;
                        Compliance with Section 16(a)
                        of the Exchange Act ..............................   15

         Item 10.       Executive Compensation ...........................   17

         Item 11.       Security Ownership of Certain Beneficial
                        Owners and Management ............................   18

         Item 12.       Certain Relationships and Related Transactions ...   19

         Item 13.       Exhibits and Reports on Form 8-K .................   19


                        Index to Financial Statements ....................   20


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


                        Signatures .......................................   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.

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"). If Azonic's duty to file reports
under the Exchange Act is suspended, Azonic intends to nonetheless continue
filing reports on a voluntary basis if it is able to do so.

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
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. Azonic has not
entered into any agreement, arrangement or understanding of any kind with any
person regarding a business combination.

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     Depending upon the nature of the transaction, the current officers and
directors of Azonic probably will resign their directorship and officer
positions with Azonic in connection with Azonic's consummation of a business
combination. See "Form of Acquisition" below. Azonic's current management will
not have any control over the conduct of Azonic's business following Azonic's
completion of a business combination.

     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.

     PRE-COMBINATION ACTIVITIES. 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.

     A combination may be structured in one of the foregoing ways or in any
other form which will result in the combined entity being a publicly held
corporation. It is unlikely that any proposed combination will be submitted for
the approval of Azonic's shareholders prior to consummation. Pending negotiation
and consummation of a combination, Azonic anticipates that it will have no
business activities or sources of revenues and will incur no significant
expenses or liabilities other than expenses related to ongoing filings required
by the Exchange Act, or related to the negotiation and consummation of a
combination.

     Azonic anticipates that the business opportunities presented to it will (1)
be recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (2) be experiencing
financial or operating difficulties; (3) be in need of funds to develop a new
product or service or to expand into a new market; (4) be relying upon an
untested product or marketing concept; or (5) have a combination of the
foregoing characteristics. Given the above factors, it should be expected that
any acquisition candidate may have a history of losses or low profitability.

     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 has not entered into any agreement or understanding of any kind with
any person regarding a business combination. There is no assurance that Azonic
will be successful in locating a suitable combination candidate or in concluding
a business combination on terms acceptable to Azonic. Azonic's Board of
Directors has not established a time limitation by which it must consummate a
suitable combination; however, if Azonic is unable to consummate a suitable
combination within a reasonable period, such period to be determined at the
discretion of Azonic's Board of Directors, the Board of Directors will probably

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recommend its liquidation and dissolution. It is anticipated that Azonic will
not be able to diversify, but will essentially be limited to one such venture
because of Azonic's lack of capital. This lack of diversification will not
permit Azonic to offset potential losses from one acquisition against profits
from another, and should be considered an adverse factor affecting any decision
to purchase Azonic's securities.

     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.

     However, it is anticipated that Azonic's shareholders will, prior to
completion of any combination, be given information about the candidate
company's business, financial condition, management and other information
required by ITEMs 6(a), (d), (e), 7 and 8 of Schedule 14A of Regulation 14A
under the Exchange Act, which is substantially the same information as required
in a proxy statement.

     COMBINATION SUITABILITY STANDARDS. The analysis of candidate companies will
be undertaken by or under the supervision of Azonic's President, who is not a
professional business analyst. See "MANAGEMENT" below.

     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.

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     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
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

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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. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in Azonic by the current officers, directors and principal
shareholders.

     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

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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. Rule
14f-1 under the Exchange Act requires that, if in connection with a business
combination or sale of control of Azonic there should arise any arrangement or
understanding for a change in a majority of Azonic's directors and the change in
the board of directors is not approved in advance by Azonic's shareholders at a
shareholder meeting, then none of the new directors may take office until at
least ten (10) days after an information statement has been filed with the
Securities and Exchange Commission and sent to Azonic's shareholders. The
information statement furnished must as a practical matter include the
information required by ITEMs 6(a), (d) and (e), 7 and 8 of Schedule 14A of
Regulation 14A in a proxy statement.

     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. Such a Form 8-K report also will be required to
include all information as to the business acquired called for by ITEM 101 of
Regulation S-B.

POTENTIAL BENEFITS to INSIDERS

     In connection with a business combination, it is possible that shares of
common stock constituting control of Azonic may be purchased from the current
principal shareholders ("insiders") of Azonic by the acquiring entity or its
affiliates. If stock is purchased from the insiders, the transaction is very
likely to result in substantial gains to them relative to the price they
originally paid for the stock. In Azonic's judgment, none of its officers and
directors would as a result of such a sale become an "underwriter" within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. No bylaw

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or charter provision Azonic prevents insiders from negotiating or consummating
such a sale of their shares. The sale of a controlling interest by Azonic
insiders could occur at a time when the other shareholders of the Company remain
subject to restrictions on the transfer of their shares, and it is unlikely that
Azonic shareholders generally will be given the opportunity to participate in
any such sale of shares. Moreover, Azonic shareholders probably will not be
afforded any opportunity to review or approve any such buyout of shares held by
an officer, director or other affiliate, should such a buyout occur.

     Azonic may require that a company being acquired repay all advances made to
Azonic by Azonic shareholders and management, at or prior to closing of a
combination. Otherwise, there are no conditions that any combination or
combination candidate must meet, such as buying stock from Azonic insiders or
paying compensation to any Azonic officer, director or shareholder or their
respective affiliates.

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.

     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

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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.

     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.

STATE SECURITIES LAWS CONSIDERATIONS

     Section 18 of the Securities Act of 1933, as amended in 1996, provides that
no law, rule, regulation, order or administrative action of any state may
require registration or qualification of securities or securities transactions
that involve the sale of a "covered security." The term "covered security" is
defined in Section 18 to include among other things transactions by "any person
not an issuer, underwriter or dealer," (in other words, secondary transactions
in securities already outstanding) that are exempted from registration by
Section 4(1) of the Securities Act of 1933, provided the issuer of the security
is a "reporting company," meaning that it files reports with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act.

     Section 18 as amended preserves the authority of the states to require
certain limited notice filings by issuers and to collect fees as to certain
categories of covered securities, specifically including Section 4(1) secondary
transactions in the securities of reporting companies. Section 18 expressly
provides, however, that a state may not "directly or indirectly prohibit, limit,
or impose conditions based on the merits of such offering or issuer, upon the
offer or sale of any (covered) security." This provision prohibits states from
requiring registration or qualification of securities of an Exchange Act
reporting company which is current in its filings with the SEC.

     The states generally are free to enact legislation or adopt rules that
prohibit secondary trading in the securities of "blank check" companies like
Azonic. Section 18, however, of the Act preempts state law as to covered
securities of reporting companies. Thus, while the states may require certain
limited notice filings and payment of filing fees by Azonic as a precondition to

                                       10

<PAGE>


secondary trading of its shares in those states, they cannot, so long as Azonic
is a reporting issuer, prohibit, limit or condition trading in Azonic's
securities based on the fact that Azonic is or ever was a blank check company.
Azonic will comply with such state limited notice filings as may be necessary in
regard to secondary trading. At this time, Azonic's stock is not actively traded
in any market, and an active market in its common stock is not expected to
arise, if ever, until after completion of a business combination.

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 6521 W. Calhoun Place, Littleton, Colorado
80123, 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.

                                       11

<PAGE>


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, 2000, and no meeting of
shareholders was held.

                                     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, 2000, the Common Shares were quoted
under symbol "AZON" on the OTC Bulletin Board operated by the National
Association of Securities Dealers, Inc., but few transactions have taken place,
and there is no market for the Common Shares at this time. Currently the common
shares are quoted at a bid price of $1.53 and ask price of $20.00.

     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, 2000,
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.

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

                                       12

<PAGE>


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

     2000. For the fiscal year ended March 31, 2000, Azonic had no revenues and
incurred a net loss of $250 as compared to a net loss of $31 for the fiscal year
ended March 31, 1999. Expenses in fiscal 2000 related primarily to miscellaneous
filing fees, accounting fees and legal fees.

     1999. For the fiscal year ended March 31, 1999, Azonic had no revenues and
incurred a net loss of $31 as compared to a net loss of $19 for the fiscal year
ended March 31, 1998. Expenses in fiscal 1999 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
in cash on hand at March 31, 2000 and had no other assets to meet ongoing
expenses or debts that may accumulate. Since inception, Azonic has accumulated a
deficit (net loss) of $300.00.

     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, 2001. 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.

                                       13

<PAGE>


     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.

YEAR 2000 ISSUES

     Azonic has not suffered any Year 2000 ("Y2K") computer-related problems and
does not anticipate that it will suffer any losses as a result of Y2K problems.
However, if general economic problems resulting from Y2K issues were to be
severe and prolonged, demand for blank check companies such as Azonic could be
reduced or eliminated for an unknown period of time. Because Azonic regularly
backs up its records and documents maintained on computer, any computer failure
should not directly cause Azonic more than a modest inconvenience at worst.

Item 7.  FINANCIAL STATEMENTS.

      The index to the financial statements appears at page 20.

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

      Not applicable.

                                       14

<PAGE>


                                    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              58                Director and Chairman of the Board,
                                            President, Chief Executive Officer,
                                            Chief Financial and Accounting
                                            Officer, since inception

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.

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

                                       15

<PAGE>


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
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

                                       16

<PAGE>


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.

CASH and OTHER COMPENSATION

     During the fiscal year ended March 31, 2000, Azonic paid no cash or cash
equivalent compensation to its executive officers and directors. Azonic has no
other agreement or understanding, express or implied, with any director or
executive officer concerning employment or cash or other compensation for
services.

COMPENSATION PURSUANT to PLANS

     Since inception of Azonic and through the date of this report, no director
or executive officer has received compensation from Azonic pursuant to any
compensatory or benefit plan. There is no plan or understanding, express or
implied, to pay any compensation to any director or executive officer pursuant
to any compensatory or benefit plan of Azonic, although Azonic anticipates that
it will compensate its officers and directors for services to Azonic with stock
or options to purchase stock, in lieu of cash.

     Azonic currently has in place an employee stock compensation plan and
compensatory stock option plan. Azonic has no long-term incentive plans, as that
term is defined in the rules and regulations of the Securities and Exchange
Commission. There are no other compensatory or benefit plans, such as retirement
or pension plans, in effect or anticipated to be adopted, although other plans
may be adopted by new management following completion of a business combination.

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

                                       17

<PAGE>


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.

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.

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

     The following table sets forth, as of March 31, 2000, 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 ..........................    5,335,000 (1)            88.9%
  6521 W. Calhoun Place
  Littleton, Colorado 80123

John Brasher ...........................      353,000 (2)             5.9%
  9 Cherrymoor Drive
  Englewood, Colorado 80110

*All directors & officers ..............    5,335,000                88.9%
  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. However, Mr. Nelson disclaims beneficial ownership as to
          10,000 shares held by his wife, D.K. Nelson, and as to 5,000 shares
          held by his wife for the benefit of their minor child.

     (2)  Mr. Brasher claims beneficial ownership of 20,000 shares of common
          stock owned by Yakima Corp., owned jointly by him and his wife, Lisa
          K. Brasher. Mr. Brasher disclaims ownership of 5,000 shares of common

                                       18

<PAGE>


          stock held by his wife as trustee of a trust established for their
          minor children. Mr. Brasher owns approximately 40% of the common stock
          of NFL but disclaims beneficial ownership of the Azonic shares owned
          by NFL.

CHANGES in CONTROL

     A change of control of Azonic probably will occur upon consummation of a
business combination, which is anticipated to involve significant change in
ownership of Azonic and in the membership of the board of directors. The extent
of any such change of control in ownership or board composition cannot be
predicted at this time.

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 2000 or 1999. There were no transactions, or series
of transactions, for the fiscal years ended March 31, 2000 or 1999, 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.

     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

                                       19

<PAGE>


     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

     27   Financial Data Schedule........................................... 2

          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, 2000 ...............................     F-2

      STATEMENTS OF OPERATIONS for fiscal years ended
      March 31, 2000 and 1999 and from Inception
      (February 13, 1989) through March 31, 2000 .......................     F-3

      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      from Inception (February 13, 1989) through
      March 31, 2000 ...................................................     F-4

      STATEMENTS OF CASH FLOWS for fiscal years ended
      March 31, 2000 and 1999 and from Inception
      (February 13, 1989) through March 31, 2000  ......................     F-5

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

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

                                       20

<PAGE>


                          Independent Auditors' Report
                          ----------------------------


Stockholders
Azonic Engineering, Corporation


We have audited the accompanying balance sheet of Azonic Corporation (a
development stage company) as of March 31, 2000, and the related statements of
operations, stockholders' equity and cash flows for the years ended March 31,
2000 and 1999, and the period from May 1, 1996 (inception) to March 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards required 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Azonic Corporation (a
development stage company), as of March 31, 2000, and the results of its
operations and cash flows for the years ended March 31, 2000 and 1999, and the
period from May 1, 1996 (inception) to March 31, 2000 in conformity with
generally accepted accounting principles.




                           /s/ Levine, Hughes & Mithuen, Inc.




Englewood, Colorado
June 14, 2000

                                      F-1

<PAGE>


                               Azonic Corporation
                          (a Development Stage Company)
                                  Balance Sheet
                                 March 31, 2000



                                     Assets
                                     ------


Current Assets:                                                    $       --

Plant, Property and Equipment:                                             --

Other Assets:                                                              --

                                                                   $       --
                                                                   =============



                     Liabilities and Stockholders' Equity
                    ------------------------------------


Current Liabilities:                                               $       --

Stockholders' Equity:
     Preferred Stock: $.001 par value, 10,000,000
     shares authorized and no shares issued
     or outstanding                                                        --

     Common Stock: $.001 par value, 50,000,000
     shares authorized and 6,000,000 shares issued
     and outstanding                                                      6,000

     Paid-in capital (deficit)                                           (5,700)
     Accumulated deficit during the development stage                      (300)
                                                                   -------------

     Total stockholders' equity                                            --

                                                                   -------------
                                                                   $       --
                                                                   =============


        See accountants' audit report and notes to financial statements
                                      F-2

<PAGE>


                               Azonic Corporation
                          (a Development Stage Company)
                            Statements of Operations
               For the Years Ended March 31, 2000 and 1999 and the
            Period May 1, 1996 (Date of Inception), to March 31, 2000



                                     Year Ended    Year Ended     May 1, 1996
                                      March 31,     March 31,    (Inception) to
                                        2000          1999       March 31, 2000
                                     ----------   --------------   -----------
Revenues:                            $     --     $         --     $      --

Costs and Expenses:
     Amortization                          --                 31            50
     General and Administrative             250             --             250
                                     ----------   --------------   -----------

Loss from operations:                      (250)  $          (31)  $      (300)
                                     ==========   ==============   ===========



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

Weighted average shares
 outstanding                          4,191,781        1,000,000     1,814,685
                                     ==========   ==============   ===========

        See accountants' audit report and notes to financial statements
                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                                           Azonic Corporation
                                      (a Development Stage Company)
                                   Statements   of   Stockholders'   Equity
                     Period from May 1, 1996 (Date of Inception),  to March 31, 2000


                                                                                   Accumulated
                                                                                     Deficit         Total
                                                Common Stock           Paid-in        from       Stockholders'
                                           Shares        Amount        Capital      Inception       Equity
                                           ------        ------        -------      ---------       ------


<S>                                      <C>          <C>            <C>            <C>            <C>
Balance at May 1, 1996                        --             --             --             --             --


Issuance of common stock
     for costs and services              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 0.00005 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)   $      --
                                       ===========    ===========    ===========    ===========    ===========


                            See accountants' report and notes to financial statements.
                                                        F-4

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     Azonic Corporation
                                (a Development Stage Company)
                                  Statements of Cash Flows
                     For the Year Ended March 31, 2000 and 1999 and the
                  Period May 1, 1996 (Date of Inception), to March 31, 2000



                                                    Year Ended     Year Ended    May 1, 1996
                                                     March 31,      March 31,   (Inception) to
                                                       2000           1999      March 31, 2000
                                                   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                                   (250)  $        (31)  $       (300)
Adjustments to reconcile net loss to net cash
     provided by operating activities
         Amortization                                      --               31             50
         Non-cash services                                 250                            250
                                                   ------------   ------------   ------------

     Net cash used by operating activities:        $       --     $       --     $       --
                                                   ------------   ------------   ------------

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

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

     Net change in cash                                    --             --             --

Cash at beginning of period                                --             --             --
                                                   ------------   ------------   ------------

Cash at end of period                              $       --     $       --     $       --
                                                   ============   ============   ============


Supplemental disclosures:
     Noncash investing and financing
     activities:
       Common stock issued for organization
         costs and services                        $        250   $       --     $        300
                                                   ============   ============   ============



              See accountants' audit report and notes to financial statements.
                                             F-5

</TABLE>
<PAGE>


(1)  Summary of Significant Accounting Policies

     Organization and Nature of Operations

     The financial statements presented are those of Azonic Corporation. The
     Company is a development stage company with no operations. The Company is a
     "blank check" company which intends to enter into a business combination
     with one or more as yet unidentified privately held businesses. Its
     principal executive offices are located at 6521 West Calhoun Place,
     Littleton, Colorado 80123. Azonic 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 to the Sate 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.

     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 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. 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>


(1)  Summary of Significant Accounting Policies (continued)

     Comprehensive Income

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
     130 Reporting Comprehensive Income, effective April 1, 1998. SFAS No. 130
     establishes standards for reporting comprehensive income and its components
     (revenues, expenses, gains and losses). Components of comprehensive income
     are net income and all other non-owner changes in equity. SFAS No. 130
     requires an enterprise to (a) classify items of other comprehensive income
     by their nature in a financial statement, and (b) display the accumulated
     balance of other comprehensive income separately from retained earnings and
     additional paid-in capital in the equity section of a statement of
     financial position. The Company has no items of comprehensive income at
     March 31, 2000.

(2)  Income Taxes

     As of March 31, 2000 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.

(3)  Related Party Transactions

     The Company's corporate offices are located in the personal residence of a
     stockholder and board member on a rent-free basis. Furthermore, all legal
     and accounting costs are paid for and 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.

(4)  Stockholders' Equity

     Preferred Stock:

     No shares of the Company's preferred stock have been issued as of March 31,
     2000. 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 20, 2000

                                              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             6/20/2000
-------------------------      Executive Officer, Chief
J. R. Nelson                   Financial Officer, Chief
                               Accounting Officer




                                       21