UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number: 0-27565
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)
HUNNO TECHNOLOGIES INC
(Former Name)
2700 North 29th Avenue, Suite 305, Hollywood, FL 33020
(Former Address of principal executive offices) (Zip Code)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Applicable only to corporate issuers:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, $.001 par value
11,867,109 shares outstanding as of September 30, 2003.
Transitional Small Business Disclosure Format: Yes __ No X
1
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited).......................................3
Item 2. Management's Plan of Operations........................................4
Item 3. Controls and Procedures................................................5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................6
Item 2. Changes in Security....................................................6
Item 3. Default Upon Senior Securities.........................................6
Item 4. Submission of Matters to a Vote of Security Holders....................6
Item 5. Other Information......................................................6
Item 6. Exhibits and Reports on Form 8-K.......................................6
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Page
FINANCIAL STATEMENTS
Balance Sheets............................................................F-1
Statements of Operations and Accumulated Deficit..........................F-2
Statements of Cash Flows..................................................F-3
Notes to the Financial Statements.........................................F-4
3
Balance Sheet
for Abazias, Inc.
(formerly Hunno Technologies, Inc.)
ASSETS
September 30, December 31,
2003 2002
------------- -------------
(Unaudited)
CURRENT ASSETS
TOTAL CURRENT ASSETS $ - $ -
------------- -------------
TOTAL ASSETS $ - $ -
============= =============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable $ - $ 283
Due to Officer 32,072 24,704
------------- -------------
TOTAL CURRENT LIABILITIES 32,072 24,987
------------- -------------
TOTAL LIABILITIES 32,072 24,987
------------- -------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $0.001 Par Value,
Non-Voting, 1,000,000
Shares Authorized,
0 Shares Issued & Outstanding - -
Common Stock, $0.001 Par Value,
150,000,000 Shares Authorized,
11,867,109 Shares Issued &
Outstanding at 2003 and
50,000,000 Shares Authorized,
12,024,102 Shares Issued &
Outstanding at 2002 11,867 12,024
Additional Paid in Capital 2,525,754 2,524,597
Retained Earnings
(Accumulated Deficit) (2,569,693) (2,561,608)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (32,072) (24,987)
------------- -------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ -
============= =============
See Notes to Financial Statements.
F-1
Statements of Operations and Accumulated Deficit
for Abazias, Inc.
(formerly Hunno Technologies, Inc.)
For the Three Months For the Nine Months Ended
Sept. 30, 2003 Sept. 30, 2002 Sept. 30, 2003 Sept. 30, 2002
(Restated) (Restated)
----------- ----------- ----------- -----------
REVENUES $ - $ - $ - $ -
OPERATING EXPENSES
Officer Compensation - - - 1,125,000
Consultants - - - 150,000
Other Administrative 2,431 - 8,085 7,909
----------- ----------- ----------- -----------
TOTAL OPERATING EXPENSES 2,431 - 8,085 1,282,909
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (2,431) $ - $ (8,085) $(1,282,909)
=========== ============ ============ ============
NET INCOME (LOSS) PER
COMMON SHARE
Basic $ (0.00) $ - $ (0.00) $ (0.20)
=========== ============ ============ ============
Diluted $ (0.00) $ - $ (0.00) $ (0.20)
=========== ============ ============ ============
SHARES USED IN COMPUTING
NET INCOME (LOSS) PER
COMMON SHARE
Basic 11,867,109 12,024,102 10,925,500 6,408,717
=========== ============ ============ ============
Diluted 11,867,109 12,024,102 10,925,500 6,408,717
=========== ============ ============ ============
See Notes to Financial Statements.
F-2
Statements of Cash Flows
for Abazias, Inc.
(formerly Hunno Technologies, Inc.)
For the Nine Months
Ended September 30,
2003 2002
----------- -----------
(Restated)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ (8,085) $(1,282,909)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Used in
Operating Activities
Stock issued for compensation 1,000 1,275,000
Increase (Decrease) in Accounts Payable (283) (2,521)
----------- -----------
NET CASH USED IN (PROVIDED BY)
OPERATING ACTIVITIES (7,368) (10,430)
----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
NET CASH PROVIDED BY
(USED IN) INVESTING ACTIVITIES 0 0
----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Advances from Officer 7,368 10,430
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 7,368 10,430
----------- -----------
NET INCREASE (DECREASE) IN CASH 0 0
CASH, BEGINNING OF PERIOD 0 0
----------- -----------
CASH, END OF PERIOD $ 0 $ 0
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 0 $ 0
=========== ===========
Income Taxes $ 0 $ 0
=========== ===========
See Notes to Financial Statements.
F-3
ABAZIAS, INC.
(FORMERLY HUNNO TECHNOLOGIES, INC.)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with Notes
to Financial Statements contained in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2002. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine months
ended September 30, 2003 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2003.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
2. Stock Transactions
On April 4, 2002, the Board of Directors authorized a 500:1 reverse
stock split to stockholders of record as of April 15, 2002 and effective on
April 18, 2002. The accompanying financial statements and notes have been
prepared as if the above reverse stock split occurred at December 31, 2000.
On May 7, 2002, the Company issued 10,500,000 shares of restricted
common stock to its president as compensation. The shares were valued at $.10
per share, resulting in compensation of $1,050,000. As per SEC Form S-8 dated
May 13, 2002, the Company issued 1,000,000 shares of unrestricted common stock
to two consultants and 500,000 to its president as compensation. The shares were
valued at $.15 per share, resulting in $150,000 in consultants' compensation and
$75,000 in additional officer compensation.
On September 29, 2003, the Company increased its authorized shares of
common stock from 50,000,000 shares to 150,000,000 shares. The par value of
$.001 per share remained the same.
3. Restated Financial Statements
On July 22, 2002, the Company entered into an agreement (described
in Form 8-K/A dated July 31, 2002) with Hunno Technologies, Inc. (Hunno), a
Korean corporation, whereby the Company issued 16,500,000 shares of its common
stock in exchange for all of the outstanding shares of Hunno common stock,
changed its name to Hunno Technologies, Inc. (from Skintek Labs, Inc.),
cancelled 8,500,000 shares of its president's common stock, and have Hunno
assume the Company's management and control.
F-4
ABAZIAS, INC.
(FORMERLY HUNNO TECHNOLOGIES, INC.)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
This agreement closed and became effective on July 31, 2002. On
March 24, 2003, a release and settlement agreement was signed, whereby the
American and Korean parties agreed to treat the original agreement as if it
never happened. The Koreans agreed to return all of their shares of the
Company's common stock, and the Korean officers and directors were replaced by
the Company's former president.
These financial statements have been prepared as if Hunno had never
been involved with the Company. (See Notes to Financial Statements contained in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002
for a schedule of the divestiture.) The 8,500,000 cancelled shares of the
president's common stock were reissued on April 24, 2003. In order not to
distort these financial statements, the original cancellation of these shares is
treated as if it never happened.
4. Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has sustained
recurring operating losses and has minimal assets. These factors raise
substantial doubt as to the Company's ability to continue as a going concern.
The future of the Company is dependent upon its ability to raise additional
working capital and to seek potential merger candidates.
5. Subsequent Events
On October 3, 2003, the Company entered into a purchase agreement with
Abazias, Inc., a Nevada privately-held company, whereby the Company would
purchase Abazias, Inc.'s 1,000,000 outstanding shares of common stock in exchange
for 50,000,000 shares of the Company's common stock.
On October 10, 2003, the Company entered into agreements with two
consultants for services to be rendered and issued them 7,000,000 and 6,500,000
shares of common stock, respectively. On the same date, the Company issued their
attorney 750,000 shares of common stock for future legal services. These stocks
were registered on Form S-8 submitted on October 10, 2003.
F-5
Item 2. Management's Plan of Operation
Overview
As used in this Quarterly Report, the terms "we", "us", "our", and the "Company"
mean Skintek Labs, Inc., a Delaware corporation. On April 30, 2001 we entered
into a Share Transfer Agreement with Performance Brands, Inc. ("PBI") and our
former president and sole director, Stacy Kaufman. In the agreement we
transferred all PBI shares to Kaufman. As a result of the share transfer
transaction, we have become a non-operating company without any subsidiaries,
and we are seeking a business combination or other transaction with a third
party including possible sale of stock resulting in a change in control, which
we believe will be in the best interests of our shareholders, including our
principal shareholders ("Transaction").
Until October 3, 2002 our operations were limited to seeking new business
opportunities. At September 30, 2003, we had no cash or other current assets.
On September 29, 2003, we changed our name to Abazias, Inc. and increased the
number of authorized shares of common stock from 30,000,000 to 150,000,000
At closing of the agreement described below, the following were elected officers
of Abazias, Inc.: Oscar Rodriguez, President and CEO, Jesus Diaz, Secretary and
CFO, and Aaron Taravella, CIO. All three were elected directors.
We issued 50,000,000 shares, constituting more than 50% of the issued and
outstanding common stock on October 3, 2003.
The Common Stock Purchase Agreement (the "Agreement") was made and entered into
as of the 3rd day of October, 2003, between Abazias, Inc., f/k/a Hunno
Technologies, Inc., a Delaware corporation ("Buyer" or "Hunno") and Abazias
Inc., an Nevada corporation ("Seller" or "Abazias").
Forward-Looking Statements
To the extent that we make forward-looking statements in the "Management's Plan
of Operation" in this Quarterly Report, we emphasize that forward-looking
statements involve risks and uncertainties and our actual results may differ
materially from those expressed or implied by our forward looking statements.
All forward looking statements in this Quarterly Report reflect our current
views about future events and are based on assumptions and are subject to risks
and uncertainties. Generally forward-looking statements include phrases with
words such as "expect", anticipate", "intend", "plan", "believe", "seek",
"estimate" and similar expressions to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, our
actual results may differ materially from those expressed or implied by these
forward-looking statements. All forward-looking statements in this Quarterly
Report reflect our current views about future events and are based on
assumptions and are subject to risks and uncertainties.
Plan of Operations
This Quarterly Report contains reference to our intent to explore and pursue new
business opportunities as a result of our becoming a non-operating company
following the disposition of PBI, our former wholly-owned subsidiary, pursuant
to the Share Transfer Agreement dated April 30, 2001. Any plan to pursue new
business opportunities may involve certain estimates and plans related to us,
which assumes certain events, trends and activities will occur and the projected
information based on those assumptions. We do not know that any assumptions that
we may make will be accurate. In particular, we do not know and cannot predict
with any degree of certainty the growth in any business or industry in which we
may seek to operate. If our assumptions are wrong about any events, trends and
activities, and specifically about which business opportunity to pursue, if any,
and because of our limited resources, then our efforts regarding and new
business opportunity may also be wrong.
The disclosure contained in this Form 10-QSB reflects a 500 for 1 reverse share
recapitalization effective April 18, 2002. This recapitalization was approved by
written consent of the majority of the Company's shareholder pursuant the
Delaware General Corporation Law.
4
During the three months ended September 30, 2003, our statement of operations
reflects that we had no revenues from any business operations. Our balance sheet
reflects no assets and only insignificant liabilities.
Liquidity and Capital Resources
At September 30, 2003, we had no assets and had only limited liabilities of
$32,072 which principally represents an amount due to our sole officer/director
for advances made to pay our administrative expenses.
While we have been dependent during this quarter upon limited interim advances
made on our behalf by Mr. Baker to pay professional fees, principally
related to accounting expenses, we have no written finance agreement with Mr.
Baker to provide any continued funding.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has sustained recurring
operating losses and has minimal assets. These factors raise substantial doubt
as to the Company's ability to continue as a going concern.
Item 3. Controls and Procedures
The Corporation maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, the Corporation's Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the Corporation's disclosure controls and
procedures. Based on the evaluation, which disclosed no significant deficiencies
or material weaknesses, the Corporation's Chief Executive Officer and Chief
Financial Officer concluded that the Corporation's disclosure controls and
procedures are effective as of the end of the period covered by this report.
There were no changes in the Corporation's internal control over financial
reporting that occurred during the Corporation's most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.
5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Security
Not applicable.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
(a) Exhibits:
Exhibit No. Document Description
31.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002.
32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS
ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
(b) Form 8-K.
8-K Current report, items 2 and 7 2003-08-21
8-K/A [Amend]Current report, item 4 2003-08-20
8-K Current report, item 4 2003-08-11
6
SIGNATURES
In accordance with Section 12 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Abazias, Inc.
By: /s/ Oscar Rodriguez
Oscar Rodriguez, President and Director
By: /s/ Jesus Diaz
Jesus Diaz, Principal Financial Officer
and Principal Accounting Officer
Dated: October 30, 2003
