SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Abazias, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23532 65-0636277
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1127 West University Avenue
Gainesville FL 32601
(Address of principal executive offices) (Zip Code)
352-264-9940
(Registrant's telephone number)
Consulting
Shares Issued For Services
(Full title of the Plan)
(Name and address of agent for service)
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered(3) share(1)(2) price fee (1)
------------ ----------- ----------- ---------- ----------
Common Stock 14,250,000 .22 $3,190,000 $258.07
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(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the
average of the last price per share of our Common Stock on September 8,
2003 a date within five (5) days prior to the date of filing of this
registration statement, as reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable pursuant to this Registration Statement
by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
Documents Incorporated by Reference [X] Yes No [ ]
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002 and 2001 and filed pursuant to Section 15(d) of
the 1934 Act.
(b) The Company's Quarterly Report on Form 10-QSB for the quarters
ended June 30, 2003, March 31, 2003, September 30, 2002, June 30,
2002 and March 31, 2002 and filed pursuant to Section 15(d) of the
1934 Act.
(c) The description of the Registrant's Common Stock set forth in Item
8, Part I of the Registrant's Registration Statement on
Form 10-SB/12g/A filed with the Commission on February 1, 2002.
(d) The Registrant's Definitive Schedule 14C as filed with the
Commission on May 6, 2002.
(e) All other documents filed by us after the date of this
registration statement under Section 13(a), 13(c), 14 and 15(d)
of the 1934 Act, after today's date and prior to the filing of a
post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which
de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such
documents.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Michael T. Williams, Esq. is the principal of Williams Law Group and is being
issued 750,000 shares of common stock under this registration statement.
Item 6. Indemnification of Directors and Officers.
As filed with the Company's Registration Statement on Form 10-SB/12g.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 Consulting Agreement between Rob Rill and the Company
4.2 Consulting Agreement between Doug Zemsky and the Company
4.3 Legal Services Agreement between Michael T. Williams, Esq. and the
Company
5.1 Consent and Opinion of Williams Law Group, P.A.
23.1 Consent of Grassano Accounting, P.A.
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Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraph is contained in periodic reports filed by us pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Gainesville, State of Florida, on September 10, 2003.
Abazias, Inc.
By: /s/ Oscar Rodriguez
Oscar Rodriguez, President and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Date: September 10, 2003
By: /s/ Oscar Rodriguez
Oscar Rodriguez, President and Director
By: /s/ Jesus Diaz
Jesus Diaz, CFO and Director
By: /s/ Aaron Taravella
Aaron Taravella, Director
