Abazias 10K 2008 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Fiscal Year Ended December 31, 2008

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Abazias, Inc.

(Exact name of registrant as specified in its charter)

Florida		333-112167		65-0636277
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

5214 SW 91st Terrace Suite A

Gainesville, FL 32608

(Address of principal executive offices) (Zip Code)

352-264-9940

(Registrant’s telephone number)

Securities Registered Pursuant to Section 12(b) of the Act: NONE

Title of each class

Name of each exchange on which registered

Securities Registered Pursuant to Section 12(g) of the Act:

COMMON

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes  No x

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant (based upon the closing price of the Registrant’s Common Stock as of June 30, 2008 was approximately $1,004,900 (based on 3,165,522 shares of common stock outstanding on such date). Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that, to the Registrant’s knowledge, owned 5% or more of the Registrant’s outstanding Common Stock as of June 30, 2008 have been excluded in that such persons may be deemed to be affiliates of the Registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the Registrant’s Common Stock, $0.01 par value, was 3,165,522 shares as of March 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE
None

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TABLE OF CONTENTS

PART I
Item 1. Business	4
Item 2. Properties	12
Item 3. Legal Proceedings	13
Item 4. Submission of Matters to a Vote of Security Holders	13

PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. Selected Consolidated Financial Data	16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation	16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	21
Item 8. Consolidated Financial Statements and Supplementary Data	22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A. Controls and Procedures	32
Item 9B. Other Information	33

PART III
Item 10. Directors, Executive Officers and Corporate Governance.	34
Item 11. Executive Compensation.	35
Item 11. Executive Compensation	36
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	39
Item 13. Certain Relationships and Related Transactions, and Director Independence.	39
Item 14. Principal Accounting Fees and Services	40

PART IV
Item 15. Exhibits and Financial Statement Schedules	41

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CAUTIONARY STATEMENT RELATING TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K and the information incorporated by reference includes ‘‘forward-looking statements’’ within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend those forward looking-statements to be covered by the safe harbor provisions for forward-looking statements. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and the outcome of any contingencies are forward-looking statements. Any such forward-looking statements are based on current expectations, estimates, and projections about our industry and our business. Words such as ‘‘anticipates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘seeks,’’ ‘‘estimates,’’ or variations of those words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those stated in or implied by any forward-looking statements.

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PART I

Item 1. Business

Background

We were incorporated under the name Biologistics, Inc. under the laws of Colorado on December 13, 1994, to engage in clinical consulting, contract packaging and labeling services. We never had any operations. On April 22, 1997, we merged into a subsidiary that was organized under the name Biologistics, Inc. under the laws of Delaware on March 19 1997 and became a Delaware corporation. We organized PBI Acquisition Corp. as a wholly-owned subsidiary on March 31, 1999, and on the same date Performance Brands, which we operated as our former wholly-owned subsidiary, entered into a merger agreement with and was merged into PBI Acquisition Corp. resulting in PBI becoming our wholly-owned subsidiary. On May 12, 1999, we changed our name to Skintek Labs, Inc. or SKNT.

The purpose of the March 31, 1999 merger between SKNT and PBI was to enable SKNT to become an operating company. Since its incorporation on September 21, 1995 under the laws of Florida, PBI was engaged in the sale of products for skin fitness, self-tanning, sun protection and nutrition. PBI's products were sold through direct mail, drug chains, mass market outlets, health food stores, gyms, and tanning, nail and hair salons, as well as private label sales. Our sole business and operations after the merger of PBI into SKNT in March 1999 was the business and operations of PBI.

We divested PBI, our wholly-owned subsidiary, pursuant to a Share Transfer Agreement dated as of April 30, 2001 under which we transferred all shares of PBI to Stacy Kaufman, our former president, director and control shareholder. Since then our operations had consisted of the following: We seek business opportunities throughout the United States to make acquisitions or enter into other business endeavors to the extent our limited assets and personnel will allow. Our business objective was to effect a merger, exchange of capital stock, asset acquisition or other business combination with an operating business that will have significant growth potential. On September 18, 2002, we changed our name to Hunno Technologies, Inc.

In October 2003, we acquired Abazias, Inc. and changed our name to Abazias, Inc.

Overview

We are an online retailer of high quality loose diamonds and fine jewelry settings for our diamonds. Our web site at www.abazias.com showcases over 100,000 diamonds, most of which are independently certified; and more than 100 styles of fine jewelry, including rings, wedding bands, earrings, necklaces, and bracelets.

We have developed an efficient online cost structure and a unique supply solution that eliminates traditional layers of diamond wholesalers and brokers, which allow us to purchase most of our product offerings at lower prices by avoiding mark-ups imposed by those intermediaries. Our supply solution enables us to purchase only those diamonds that our customers have ordered. As a result, we are able to minimize the costs associated with carrying diamond inventory and limit our risk of potential mark-downs.

The significant costs of diamonds and fine jewelry lead consumers to require substantial information and trusted guidance throughout their purchasing process. Our web site and extensively trained customer service representatives improve the traditional purchasing experience by providing education and detailed product information that enable our customers to objectively compare diamonds and fine jewelry products and make informed decisions. Our web site features interactive search functionality that allows our customers to quickly find the products that meet their exact needs from our broad selection of diamonds and fine jewelry.

Because our business model involves the resale of diamonds and fine jewelry we currently do not take physical position of our diamonds. Our business model is significantly reliant upon maintaining the relationships with several wholesalers including but not limited to the extension of credit based on our past history with these wholesalers. In the event such credit is reduced, our distribution channels would be reduced or cut off, This would significantly curtail our ability to function in our current format.

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We currently deal on a regular basis with between 20 to 30 diamond and fine jewelry dealers who grant us credit. This credit varies between each dealer, from $0 to $200,000. In addition, there are currently in the area of three to five dealers which extend no credit at all. With these dealers it is required that we either provide an independent form of credit or wire transfer before we are able to procure any inventory. However, our current business model requires payments from customers in advance. In the event that a customer decides to return an item, he is responsible for shipping and insuring it back to us. Once we receive the item and verify its condition we refund the customer by the same method he used to make payment. We then ship the item back to the dealer, in most cases we will require no refund since we usually have the item extended to us on credit. If we have already made payment, the dealer will usually refund us by bank wire transfer. Abazias extends a 10 ten day unconditional return policy to all its customers. We also offer on 80% value lifetime trade up policy on all diamond purchases.

As an online retailer, we do not incur most of the costs associated with operating brick and mortar retail stores. We have also created efficiencies in our supply chain through our supplier relationships, which eliminate multiple intermediaries from the traditional supply chain, including many jewelry manufacturers and several layers of diamond and jewelry wholesalers. This allows us to purchase diamonds at lower prices by eliminating the mark-ups typically imposed by these intermediaries. Our business model also avoids much of the cost associated with carrying diamond inventory and minimizes the risk of potential inventory mark-downs. Unlike most other diamond retailers, we do not hold the diamonds we offer for sale in inventory until we receive customer orders. With limited exceptions, most of the diamonds we display are owned by our suppliers. Upon receipt of a customer order for a specific diamond, we purchase that diamond from our supplier, who generally ships it on our behalf in one business day.

We believe this model provides value to our customers, including the following:


•	Detailed Information. We provide convenient access to extensive and consistent product information through our web site. We use this information to educate our customers on the general characteristics of diamonds and fine jewelry and the specific attributes of the items they are viewing

•	Broad Selection. We offer our customers more than 100,000 high quality diamonds, the majority of which are independently certified by independent gemological laboratories such as GIA (Gemological Institute of America). These diamonds can be set in many styles including but not limited to rings, earrings, and pendants. In addition, we offer a limited selection of fine jewelry. Our interactive search functionality allows our customers to efficiently sort through this broad selection.

•	Ability to Customize. Our customers can customize their diamond jewelry purchases by selecting individual diamonds to be set in their choice of ring, earring or pendant settings.

•	Lower Pricing. We are able to offer our customers significantly lower prices than traditional jewelry retailers primarily by eliminating any inventory and associated maintenance costs. Because of our relationship within the diamond supply chain we have established an efficient price structure which has created incentives for our suppliers to provide us with advantageous pricing.

•	Knowledgeable Customer Support. Our extensively trained customer service staff is available to provide assistance to our customers throughout the purchase process, creating a customer experience that instills trust and helps customers make informed purchasing decisions. Unlike many traditional retailers, we currently do not compensate our staff on a commission-based system.

•	Life time trade-up policy. We have a lifetime trade up policy which provides a guaranteed trade up of 80% of the price of the original diamond purchase. This provides our customers with the ability and incentive to become and remain our customers for many years to come. This affords our customers an option that many of our competitors will not extend to them.

•	Free Shipping and 10-day Return Guarantee. We provide free shipping on many of our products. Substantially all diamond engagement rings are delivered by priority overnight delivery. Orders for in-stock, non-customized jewelry that are placed by 3:00 p.m. Eastern time are generally shipped the same day. Deliveries of customized diamond jewelry products typically take no more than 2 weeks. For most items, we offer our customers an unconditional 10-day return policy.

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Merchandising

Our merchandise consists of high quality diamonds and fine jewelry, with a particular focus on engagement diamonds and settings. Our online business model, combined with the strength of our supplier relationships, enables us to pursue a dynamic merchandising strategy. Our diamond supplier relationships allow us to display suppliers’ diamond inventories on our web site for purchase without holding the diamonds in our inventory until the products are ordered by customers. Our agreements with suppliers in some cases provide for certain diamonds to be offered online to consumers only through our web site.

Diamonds represent the most significant component of our product offerings. While we currently offer over 70,000, most of which are independently certified diamonds, we limit our diamond offerings to those possessing characteristics associated with high quality merchandise. Accordingly, we offer diamonds with the following characteristics:


•	Shape. Round, princess, emerald, oval, heart, pear, radiant, asscher and marquise.

•	Cut. Ranging from “Ideal” for diamond cuts that fall within strict mathematical proportions to “Fair” for diamond cuts that maximize the weight of the original stone at the expense of optimal light reflection.

•	Color Grades. Ranging from “D” for no detectable color tone to “J” for nearly undetectable traces of color to the untrained eye.

•	Clarity. Ranging from “FL” for flawless clarity to “I1” for some visible inclusions or flaws.

•	Carat Weight. Generally ranging from approximately 0.25 to 10 carats.

Customers may purchase customized diamond jewelry by selecting a diamond and then choosing from a variety of ring, earring and pendant settings that are designed to match the shape of each individual diamond. The customized product is then assembled and delivered to the customer, typically within four business days.

We offer a broad range of fine jewelry products to complement our selection of high quality customized diamond jewelry. Our selection includes diamond, platinum, and gold jewelry. Our fine jewelry assortment includes rings, wedding bands, earrings, necklaces, pendants, and bracelets. We focus on selected classic and contemporary designs, which we believe maximizes our customer base. We currently have relationships with approximately five fine jewelry suppliers from which we source our jewelry.

Marketing

Our primary target market is 25 to 45 year-old men and women, who represent the largest segment of our customer base. We believe these consumers generally seek high quality diamonds and fine jewelry from a trusted source in a non-intimidating environment, where information, guidance, reputation, convenience and value are important characteristics.

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Our marketing and advertising efforts include online and offline initiatives which primarily consist of the following:


•	Portal and Targeted Web Site Advertising. A primary vehicle for our online advertising is the placement of banner advertisements and optimized search results on web sites with high traffic volumes. We currently maintain advertising relationships with AOL, Google, MSN, Overture and Yahoo. In addition, we advertise on sites that appeal to our target customer base and networks that distribute our banner advertisements to multiple web sites.

•	Direct Marketing. We utilize an electronic direct marketing program to encourage repeat purchases and customer retention, generate referral business and provide access to increasing numbers of prospective customers. Once a customer has completed a purchase, we focus on establishing a continuing relationship with that customer in order to encourage repeat purchases. To acquire new customers, we leverage our relationships with existing customers by encouraging them to refer friends and family to our.

Customer Service and Support

A key element of our sales strategy is our ability to provide a high level of customer service and support. We augment our online information resources with knowledgeable, highly trained support staff to give customers confidence in their purchases. Our commitment to customers is reflected in both the high service levels provided by our extensively trained customer service associates, as well as in our guarantees and policies.

Our top priority is to provide, on a timely basis, the personalized customer service that fine jewelry customers require. Our customer service staff answers approximately 85% of all calls to our call center within 10 seconds during normal business hours. They are available to provide assistance via e-mail and telephone five days a week, from 10:00 a.m. to 6 p.m. Eastern time. Although this schedule accommodates almost all of our call volume, we monitor after-hours calls to determine if service hours need to be extended. Our customer service associates are trained to provide guidance on all steps in the process of buying diamonds and fine jewelry, including, among other things, the process for selecting an appropriate item, the purchase of that item, financing and payment alternatives and shipping services.

We prominently display all of our guarantees and policies on our web site to create an environment that is intended to instill confidence in our products. These include policies relating to privacy, security, product availability, pricing, shipping, refunds, exchanges and special orders.

Fulfillment Operations

Our order fulfillment operations strategy is designed to enhance value for our customers by fulfilling orders quickly, securely and accurately. Our fulfillment center has restricted access and security controls and has been designed for the prompt receipt, storage and shipment of our products.

When an order for a customized diamond jewelry setting is received, the third-party supplier who holds the diamond in inventory generally ships it to us within one business day. Upon receipt, the merchandise is sent to assembly for setting and sizing, which is performed by our independent jewelers with whom we maintain ongoing relationships.

Prompt and secure delivery of our products is a high priority, and we ship nearly all diamond and fine jewelry products via nationally recognized carriers. Loose diamonds may be shipped by us or directly by our suppliers to our customers. All shipments of products are fully insured by a third party in case of loss or theft. Customer orders are typically delivered within one to six business days, depending on product availability, price point, shipping method and whether the orders require customization.

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For most of our products, we offer an unconditional 10-day return policy, under which customers desiring to return a product receive return authorization by calling our customer service center. Returned products are treated as merchandise receipts and are subject to the same inventory accountability and security steps described above.

Technology and Systems

We have implemented our inventory, merchandising, order processing and fulfillment, customer interaction and financial reporting systems using a combination of proprietary and licensed technologies. We focus our internal development efforts on creating and enhancing the features and functionality of our web site and order processing and fulfillment systems to deliver a high quality customer experience.

Our web site, and in particular our interactive search, are based on internally developed proprietary technology. Our interactive search functionality allows customers to choose a diamond based on price and characteristics such as shape, cut, color, clarity, and carat size. Our web site uses secure encryption technology to send and receive financial information to prevent unauthorized parties from intercepting such information.

We have internally developed critical software systems, including our call center systems and vendor extranet. The inventory management systems that we have developed on our vendor extranet include regularly scheduled data communications between us and our key diamond suppliers. These communications enable us to accurately track individual diamonds located at our suppliers for efficient delivery.

We license third-party information technology systems for our financial reporting, inventory, order fulfillment and merchandising. We use redundant Internet carriers to minimize downtime. Our systems are monitored continuously using third-party software and an on-call team is staffed to respond to any emergencies in the technology infrastructure.

Seasonality

Our business has been highly seasonal, reflecting the retail industry’s general pattern of peak sales in late November and December during the holiday shopping season. The fourth quarter of 2007 accounted for approximately 45% our net sales. In anticipation of increased sales activity during the fourth quarter, we incur additional expenses, including customer support and jewelry assembly costs. In addition, we make merchandising and inventory decisions for the holiday season well in advance. We also have experienced relatively higher net sales in February and May relating to Valentine’s Day and Mother’s Day. Due to the seasonality of our sales, our quarterly results will fluctuate, perhaps significantly.

Competition

The diamond and fine jewelry retail market is intensely competitive and highly fragmented. Our primary competition comes from online and offline retailers that offer products within the higher value segment of the jewelry market. In the future, we may also compete with other retailers that move into the higher value jewelry segment. Current or potential competitors include the following:


•	independent jewelry stores;

•	retail jewelry store chains;

•	other online retailers that sell jewelry;

•	department stores, chain stores and mass retailers;

•	online auction sites;

•	catalog and television shopping retailers; and

•	discount superstores and wholesale clubs.

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In addition to these competitors, we may face competition from suppliers of our products that decide to sell directly to our customers, either through physical retail outlets or through an online store.

We believe that the principal competitive factors in our market are product selection and quality, price, customer service and support, brand recognition, reputation, reliability and trust, web site features and functionality, convenience and delivery performance. We believe that we compete favorably in the market for diamonds and fine jewelry by offering detailed product information, broad product selection, the ability to customize jewelry, lower pricing and knowledgeable customer support to our customers.

Intellectual Property

We rely on technologies that we license from third parties. These licenses may not continue to be available to us on commercially reasonable terms in the future. As a result, we may be required to obtain substitute technologies of lower quality or at greater cost, which could materially adversely affect our business, results of operations and financial condition.

Third parties may assert that our business or the technologies we use infringe upon their rights. We cannot predict whether any such assertions or any claims based on such assertions will harm our business or results of operations. We expect that participants in our market will be increasingly subject to infringement claims as the number of competitors in our industry grows. Any such claim, with or without merit, could be time-consuming, result in costly litigation, cause service upgrade delays or require us to enter into burdensome royalty or licensing agreements.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to retailing or online commerce. However, as the Internet becomes increasingly popular, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Further, the growth of online commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online companies to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online company regarding the manner in which personal information is collected from users and provided to third parties. We do not currently provide individual personal information regarding our users to third parties. However, the adoption of additional privacy or consumer protection laws could create uncertainty in Internet usage and reduce the demand for our products and services.

We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity, qualification to do business and export or import matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address these issues could create uncertainty for those conducting online commerce. This uncertainty could reduce demand for our products and services or increase the cost of doing business as a result of litigation costs or increased fulfillment costs.

In addition, because our products and services are available over the Internet in multiple states, certain states may claim that we are required to qualify to do business in such state. Currently, we are qualified to do business only in the States of Nevada and Florida. Our failure to qualify to do business in a jurisdiction where we are required to do so could subject us to taxes and penalties. It could also hamper our ability to enforce contracts in these jurisdictions. The application of laws or regulations from jurisdictions whose laws do not currently apply to our business could harm our business and results of operations.

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Agreement with OmniReliant, Inc.

Amended Stock Purchase Agreement

Subsequent to entering into the Stock Purchase Agreement, discussed below, OmniReliant and Abazias decided that for federal income tax reasons the transaction as it had been constituted needed to be revised and that instead of purchasing substantially all of the assets of Abazias.com, for the 13,001,000 shares of the Preferred Stock, to be distributed to the shareholders of Abazias Inc., which would have resulted in a taxable transaction for shareholders of Abazias, the Boards of Directors of Abazias and OmniReliant resolved that OmniReliant would acquire Abazias Inc., a Delaware corporation (Abazias-Delaware), Abazias, Inc. a Nevada corporation (Abazias-Nevada) and a wholly owned subsidiary of the Abazias-Delaware, and Abazias.com, Inc., a Nevada corporation and a wholly owned subsidiary of Abazias Nevada, for the Series E Preferred Stock, thus allowing the transaction to qualify as a tax free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

All of the above parties entered into the Amended Stock Purchase Agreement which amended the Stock purchase Agreement in that Abazias, Inc. shall merge into OmniReliant Acquisition Sub, a wholly owned subsidiary of OmniReliant.

Upon the terms and subject to the conditions set forth in the Amended Stock Purchase Agreement Abazias-Delaware and OmniReliant Acquisition Sub shall consummate a merger pursuant to which (i) the Abazias-Delaware shall be merged with and into OmniReliant Acquisition Sub and the separate corporate existence of Abazias-Delaware shall thereupon cease, (ii) OmniReliant Acquisition Sub shall be the successor or surviving corporation in the Merger and shall continue to be governed by the Laws of the State of Nevada, and (iii) the separate corporate existence of OmniReliant Acquisition Sub with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is sometimes hereinafter referred to below as the "Surviving Corporation." The Merger shall have the effects set forth under the Laws of the State of Nevada.

The Certificate of Incorporation of OmniReliant Acquisition Sub, as in effect immediately prior to the merger shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such Certificate of Incorporation.

The Bylaws of OmniReliant Acquisition Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, until thereafter amended as provided by Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Subject to the provisions of the Amended Stock Purchase Agreement, the parties shall (i) file the appropriate Certificate of Merger in such form as is required by and executed in accordance with the relevant provisions of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (“DGCL”) and (ii) make all other filings or recordings required under the NRS and DGCL. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Nevada and Delaware, or at such subsequent date or time as the Company and OmniReliant Acquisition Sub agree and specify in the Certificate of Merger (such time hereinafter referred to as the "Effective Time").

The directors of the Abazias-Delaware immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Abazias-Delaware immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws. If at any time after the Effective Time the Surviving Corporation shall determine, in its reasonable discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Abazias-Delaware or OmniReliant Acquisition Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized take all such actions as may be necessary or desirable to vest all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.”

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As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of common stock of the Abazias-Delaware (“Abazias-Delaware Common Stock”), or of OmniReliant Acquisition Sub”

(a) Each outstanding share of OmniReliant Acquisition Sub common stock shall remain outstanding and shall constitute the only issued and outstanding shares of common stock of the Surviving Corporation.

(b) All shares of Abazias-Delaware Common Stock (the “Abazias-Delaware Shares”) that are owned by the Abazias-Delaware as treasury stock shall be cancelled and retired, and no consideration shall be delivered in exchange therefor.

(c) Each outstanding Abazias-Delaware Share, other than those set forth in the Amended Stock Purchase Agreement shall be converted into the right to receive, and shall be exchangeable for the merger consideration (the “Merger Consideration”). At the Effective Time, all Abazias-Delaware Shares converted into the right to receive the Merger Consideration pursuant to the Amended Stock Purchase Agreement and shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (or, in the case of uncertificated Abazias-Delaware Shares, evidence of such Abazias-Delaware Shares in book-entry form) which immediately prior to the Effective Time represented any such Abazias-Delaware Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the shares of outstanding Abazias-Delaware Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, then the Merger Consideration shall be appropriately adjusted to reflect such action.

The Merger consideration, consisting of the total purchase price payable to the shareholders of the Abazias-Delaware in connection with the acquisition by merger of Abazias-Delaware, shall be delivered and shall consist exclusively of 13,001,000 newly issued shares of Series E Zero Coupon Convertible Preferred Stock, of OmniReliant (the "Preferred Stock"). The Preferred Stock shall be convertible into shares of common stock of OmniReliant in accordance with the terms of, and the Preferred Stock shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Preferred Stock (the "Certificate Of Designation").

During the six months after the closing of the transaction, OmniReliant will provide additional non-debt funding to Abazias.com of Five Hundred Thousand Dollars ($500,000.00) to be used by the Abazias.com for general working capital or such other purposes in furtherance of the business of Abazias.com. This money will be advanced in amounts and at times during this six month period at the request of the officers of the Abazias.com as determined in their sole and absolute discretion. If any requested advance is not made by the end of a seven (7) day period, OmniReliant shall distribute 13,001,000, or such greater number of shares if more than 13,001,000 shares of Preferred Stock are issued as consideration at closing, to the extent that the shares of Preferred Stock are convertible into more than 13,001,000 shares of common stock pursuant to the adjustment provisions of the Certificate of Designations, to the same shareholders of Abazias.com in the same amounts as the shares of Preferred Stock distributed to such Abazias shareholders at Closing. The holders of a majority of such shares shall be entitled to make one demand to the Purchaser to register such shares on a registration statement.

There are numerous other provisions in the Amended Stock Purchase Agreement which are important in order to derive the full understanding of the merger with OmniReliant Holdings. There can be no assurance that the merger will close or, if closed, that it will occur under the terms and conditions described in the Amended Stock Purchase Agreement.

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Stock Purchase Agreement

Under the Stock Purchase Agreement, OmniReliant was to purchase substantially all of the assets of Abazias for an aggregate purchase price of: (i) a loan in the amount of Five Hundred Thousand Dollars ($500,000) and; (ii) the issuance of up to thirteen million one thousand (13,001,000) shares of OmniReliant’s Series E Preferred Stock (the “Preferred Stock”) to the Shareholders of Abazias. However, as discussed above the Stock Purchase Agreement has been amended and the Amended Stock Purchase Agreement has altered the transaction form a stock purchase to a merger.

Convertible Notes Payable

On July 30, 2008, Abazias entered into a letter of intent with Omni Reliant Holdings, Inc. (“Omni”) to purchase approximately 100% of the outstanding common stock of a newly formed subsidiary of Abazias. As part of the letter of intent, the two parties entered into a convertible note payable. Omni would advance Abazias up to $500,000. As of December 31, 2008, Omni advanced Abazias $500,000. The convertible note bears interest at 10% per annum with interest to be paid quarterly, and the principal and all unpaid interest will be due on or before December 31, 2009. The note is convertible into common stock of Abazias at the closing bid price at the time of conversion with at floor of $.50 per share or convertible into 25% of Abazias’ shares outstanding at the close of the purchase transaction. If the purchase agreement is not excuted the note payable will due on demand. Subsequent to the end of the quarter Omni advanced Abazias the remaining $250,000.

On February 18, 2009, Abazias executed a 10% Secured Convertible Note Due February 17, 2010 (the “Note”), promising to pay to the order of Omnireliant Holdings, Inc., or its registered assigns or successors-in-interest (“Holder”) the principal sum of up One Hundred Thousand Dollars (U.S. $100,000.00), together with all accrued but unpaid interest thereon, no later than February 17, 2010 ( the “Maturity Date”) to the extent such principal amount and interest has not been repaid or converted into the Corporation’s Common Stock, par value $0.001 per share (the “Common Stock”), in accordance with the terms of the Note.

Interest on the unpaid and unconverted principal balance of the Note shall accrue at the rate of 10% per annum from the date of original issuance hereof (the “Issuance Date”) until the same becomes due and payable on the Maturity Date, or such earlier date upon acceleration or by conversion, redemption or repayment in accordance with the terms of the Note or of the other Agreements.

Subject to the terms of the Note and restrictions and limitations contained in the Note, the Holder shall have the right, at such Holder’s option, at any time and from time to time, to convert the outstanding Principal Amount under the Note in whole or in part at the “Conversion Price,” which shall equal the greater of (i) $0.50 or (ii) the closing bid price of the Corporation’s shares of Common Stock on the date of the Conversion.

Employees

As of December 31, 2008, we employ directly or indirectly approximately 12 individuals, which are on a full time basis. Our current employee base consists of the following: 3 are management, 1 is shipping, 1 is in the accounting department, 1 is IT, 2 are marketing, and 4 are sales.

Our employees are not party to any collective bargaining agreement, and we have never experienced an organized work stoppage. We believe our relations with our employees are good.

Item 2. Description of Properties

All of our facilities are currently located in Gainesville, Florida. Our corporate headquarters consists of approximately 1,200 square feet which we rent on a month to month basis. Our Landlord is Oscar Rodriquez, CEO and our monthly rent is approximately $2,200.

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We believe that our facilities will be adequate to meet our current needs. However, as we continue to implement our business plan, we may need to relocate our headquarters office space. We anticipate such facilities are available to meet our development and expansion needs in existing and projected target markets for the foreseeable future.

We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings nor do we have knowledge of any threatened litigation.

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

None

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PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market information

Our stock became qualified for quotation on the over the counter bulletin board under the symbol BOLX on 5/13/99. Our symbol changed to ABZS on 10/9/03. On September 10, 2006 the company affected a one−for−forty reverse stock split of their common stock. All issued and outstanding common stock and related per share amounts in this Annual Report on Form 10−K have been retroactively adjusted to reflect this reverse stock split. The number of shares of preferred stock outstanding was not affected. Following this split, we trade under the symbol ABZA.

High and Low Sales Prices for each quarter within the last two fiscal years.

	High		Low

3/31/07	2.00		2.00
6/30/07	2.53		2.53
9/30/07	2.05		2.05
12/31/07	2.10		2.00

3/31/08	2.25		1.10
6/30/08	0.52		2.00
9/30/08	0.52		1.50
12/31/08	0.10	0.	1.40

* The quotations reflect inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions.

Penny Stock Considerations

Our shares are "penny stocks" as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

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·	deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commissions relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

·	disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

·	send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and

·	make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Holders

As of December 31, 2008, we have 3,165,522 shares of common stock issued and outstanding held by 75 shareholders of record.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as the board of directors deems relevant. We are not limited in our ability to pay dividends on our securities.

Recent Sales of Unregistered Securities

We have not sold any of our securities which were not registered under the Securities Act during the year ended December 31, 2008 which were not previously disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 6. Selected Consolidated Financial Data

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Forward Looking Statements

Some of the statements contained in this Form 10-KSB that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-KSB, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·	our ability to maintain, attract and integrate internal management, technical information and management information systems;

·	our ability to generate customer demand for our services;

·	the intensity of competition; and

·	general economic conditions.

All written and oral forward-looking statements made in connection with this Form 10-KSB that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

We were incorporated under the name Biologistics, Inc. under the laws of Colorado on December 13, 1994, to engage in clinical consulting, contract packaging and labeling services. We never had any operations. On April 22, 1997, we merged into a subsidiary that was organized under the name Biologistics, Inc. under the laws of Delaware on March 19, 1997 and became a Delaware corporation. We organized PBI Acquisition Corp. as a wholly-owned subsidiary on March 31, 1999, and on the same date Performance Brands, which we operated as our former wholly-owned subsidiary, entered into a merger agreement with and was merged into PBI Acquisition Corp. resulting in PBI becoming our wholly-owned subsidiary. On May 12, 1999, we changed our name to Skintek Labs, Inc. or SKNT.

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On September 10, 2006 the company affected a one−for−forty reverse stock split of their common stock. All issued and outstanding common stock and related per share amounts in this Annual Report on Form 10−K have been retroactively adjusted to reflect this reverse stock split. The number of shares of preferred stock outstanding was not affected.

Abazias has entered into an agreement to be acquired by OmniReliant Acquisition Sub, a wholly owned subsidiary of OmniReliant. Under the Stock Purchase Agreement, Abazias, Inc. shall merge into OmniReliant Acquisition Sub, a wholly owned subsidiary of OmniReliant.

The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Nevada and Delaware, or at such subsequent date or time as the Company and OmniReliant agree.

The officers and directors of the Abazias-Delaware will be the directors of the Surviving Corporation.

Completion of the Transaction is subject to certain conditions described in the Amended Stock Purchase Agreement, including but not limited to (a) approval by the shareholders of Abazias of the merger (b) registration under the Securities Act of 1933, as amended, of OmniReliant Holdings' shares to be issued to Abazias and subsequently distributed to the shareholders of Abazias upon closing of the transaction. A registration statement on Form S-4 has been filed and we have received the first round of comments from the SEC staff. We anticipate that the first amendment to the registration statement will be filed following the filing of this Annual Report on Form 10-K.

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Overview

We are an online retailer of high quality loose diamonds and fine jewelry settings for our diamonds. Our web site at www.abazias.com showcases over 60,000 diamonds almost all of which are independently certified and around 100 styles of fine jewelry, including rings, wedding bands, earrings, necklaces, and bracelets.

STATEMENTS OF OPERATIONS

For The Years ended December 31, 2008 and 2007

	2008			2007
Sales	$	6,428,521		$	7,294,858
Cost of sales		5,493,036			6,437,247
Gross profit		935,485			857,611

General and administrative expenses		1,373,848			2,679,236
Net operating loss		(438,363	)		(1,821,625	)

Interest expense		(16,572	)		(5,337	)
Net loss	$	(454,935	)	$	(1,826,962	)

Basic and diluted net
loss per share	$	(0.14	)	$	(0.63	)

Weighted average
shares outstanding		3,153,453			2,879,115

Year ended December 31, 2008 vs. Year ended December 31, 2007.

Our sales for the year ended December 31, 2007 vs. year ended December 31, 2008 decreased 11.88% from $7,294,858 to $6,428,521 primarily due to general economic conditions which have deteriorated significantly as compared to the previous year. There has been a decrease in lower performing paid search advertising which may have contributed to some decrease in total sales.

Our cost of sales for the year ended December 31, 2007 vs. year ended December 31, 2008 decreased 14.67% from $6,437,247 to $5,493,036 due the corresponding decrease in the amount of diamonds and jewelry sold for the period. This decrease in costs is consistent with the proportional decrease in sales for the period.

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Our general and administrative expenses for the year ended December 31, 2007 vs. year ended December 31, 2008 decreased 48.72% from $2,679,236 to $1,373,848 mainly due to a lack of stock based compensation issued to key management and consultants in lieu of salary which was made in the previous year.

Our interest expense for the year ended December 31, 2007 vs. year ended December 31, 2008 increased 210.51% from $5,337 to $16,572 due to the loan from Omni Reliant.

Accordingly, our net loss for the year ended December 31, 2007 vs. year ended December 31, 2008 decreased 75.01% from $1,826,962 to $454,935 mainly due to a lack of stock based compensation issued to key management and consultants in lieu of salary which was made in the previous year as well as a significant decrease in sub-performing paid search advertising.

Liquidity and Capital Resources

We incurred a net loss of $454,935 for the year ended December 31, 2008. At December 31, 2008, we had stockholders deficit of ($344,340.) We had $119,836 of cash available as of December 31, 2008. We also, as of that date, had $200,065 of accounts receivable, and $556,003 of accounts payables respectively.

In order to become profitable, we may still need to secure additional debt or equity funding. If it becomes necessary, we hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. There are no preliminary or definitive agreements or understandings with any party for such financing.

We expect that our average cash revenues to increase and expenses in proportion during the next 12 months. Therefore, we expect we will continue to have positive cash flow during this period. Although this positive cash flow position can change in the future, management feels reasonably confident that it is in a position to maintain the required level of sales, and/or reduce corresponding expenses as needed to fulfill its financial obligations from a cash flow perspective on an ongoing basis into the future, although there is no assurance we can do so.

Abazias and OmniReliant have entered into an agreement that OmniReliant would acquire Abazias Inc., a Delaware corporation (Abazias-Delaware), Abazias, Inc. a Nevada corporation (Abazias-Nevada) and a wholly owned subsidiary of the Abazias-Delaware, and Abazias.com, Inc., a Nevada corporation and a wholly owned subsidiary of Abazias Nevada, for the Series E Preferred Stock. Under the terms of the Agreement, during the six months after the Closing Date, Omni will provide additional non-debt funding to Abazias of Five Hundred Thousand Dollars ($500,000.00) to be used by Abazias for general working capital or such other purposes in furtherance of the business of Abazias as Company and Omni shall mutually agree. This money will be advanced in amounts and at times during this six month period at the request of the officers of Abazias as determined in their sole and absolute discretion. If any requested advance is not made by the end of a seven (7) day period, Omni shall distribute 13,000,000, or such greater number of shares if more than 13,000,000 shares of Preferred Stock are issued as consideration at closing, to the same shareholders of Abazias in the same amounts as the shares of Preferred Stock distributed to such Company shareholders at Closing.

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Our financial condition could inhibit our ability to achieve our business plan, because we are currently operating at a loss on a non cash flow basis, and an investor cannot determine if or when we will ever become profitable.

Certain Accounting Policies

Revenue recognition

a) Return Policy- For most of our products, we offer an unconditional 10-day return policy, under which customers desiring to return a product receive a return authorization by calling our customer service center. We have, based on historical return figures, been able to determine that returns have never had any material impact on our financial statements, and historically been less then than 5% of total sales, based on analyzing historical return rates. We therefore expect no more than 5% of sales to be returned which can only occur within 10 days after the sale is made. Returned products are treated as merchandise credits and are subject to the same inventory accountability. Revenue is recognized when the diamonds are shipped, and returns immediately debited against current sales upon any return.

b) Since our inventory is purchased at the time of sale, we have reviewed EITF 99-19, to clarify if we might be deemed a diamond agent and have to report sales on a net basis. We clearly do not fit under the appropriate definition as an agent for several reasons. We purchase all of our diamonds under our credit facilities with our various wholesalers. This varies between many dealers and in same cases, requires us to wire funds before a diamond is shipped, to many dealers offering us credit terms of net 30 for payment. The customer that purchases a diamond or other product, does so with us solely, and is never even aware of our wholesaler relationships. Even in the event that our customers were to become aware of our wholesaler relationships, we believe that our customers could not purchase directly from our wholesalers as our wholesalers do not normally work directly with the public. Consequently, regardless of whether we are paid or not for the diamond or other products we sell, we are obligated to pay our wholesaler for said product once shipped. We have purchased the diamond or product, and the responsibility of said product solely rests with us, including accepting a return from a customer, even when we in turn might not be able to return the same diamond to our wholesaler. Regardless of whether or not the company is deemed an agent, which we clearly are not, we would still fulfill all the indicators under EITF 99-19 for gross revenue reporting. We are the primary obligator in the arrangement, we maintain inventory risk in the event the product is returned, price establishment rests solely with us, we can and do modify the product frequently by mounting diamonds, as well as finishing them and other products, we can and do choose among many suppliers, all products sold are determined by us, we have physical loss risk, and additionally shoulder credit risk. Based on these reasons, we clearly are not an agent, and should report revenues on a gross basis.

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Trade up policy

We have a lifetime trade up policy which provides a guaranteed trade up of 80% of the price of the original diamond purchase. This provides our customers with the ability and incentive to become and remain our customers for many years to come. This affords our customers an option that many of our competitors will not extend to them. If the buyer exercised his/her trade-in right (functionally an option written by us), we would exchange a new diamond in for the original. Under normal circumstances, any trade up policy exercised would be even more profitable than a sale not including an exercised policy. This is because, on average we would make our normal markup, in addition to getting a discount that is greater than our cost on the diamond traded. It is conceivably possible, in a catastrophic event to the diamond markets which caused the value of diamonds to drop, customers would want to take advantage of this policy. Our policy is limited to the value of the diamond traded in, being close to the value when purchased. As such, we are protected from the functional price guarantee as mentioned in EITF 00-24 and FIN 45. Specifically our policy is only valid when, the diamond is at least 80% of the wholesale per carat price at time of purchase, based on published wholesale prices in the Rappaport industry publication, which is the de-facto standard for diamond pricing. To date, no customers have exercised this policy with us. After reviewing EITF 00-24 and FIN 45, we would not have any potential financial exposure to account for as a result of this policy, since our trade in value requirements based on current market conditions at the time of trade in, require the diamond to be worth 80% of the wholesale carat price, and if it does not, no trade up policy is valid.

Accounts Receivable

Abazias analyzes current accounts receivable for an allowance for doubtful accounts based on historical bad debt, customer credit-worthiness, the current business environment and historical experience with the customer. The allowance includes specific reserves for accounts where collection is deemed to be no longer probable.

Share-Based Compensation

Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share−Based Payment” which establishes accounting for equity instruments exchanged for employee service. We utilize the Black−Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share−based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock−based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not required.

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Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Abazias, Inc.

Gainesville, Florida

We have audited the accompanying balance sheets of Abazias, Inc., as of December 31, 2008 and 2007 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2008 and 2007. These financial statements are the responsibility of Abazias, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 Abazias, Inc., as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2007 in conformity with accounting principles generally accepted in the United States of America.

MALONE & BAILEY, PC

www.malone-bailey.com

Houston, Texas

March 30, 2009

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ABAZIAS, INC.

BALANCE SHEETS

December 31, 2008

	2008			2007
ASSETS
Current assets
Cash	$	119,836		$	337,773
Accounts receivable		200,065			400,281
Inventory		355,353			245,570
Due from stockholder		35,000			-
Total Current Assets		710,254			983,624
Property & equipment, net of accumulated depreciation
of $6,087 and $5,287, respectively		1,409			2,209
Website, net of accumulated amortization
of $35,331 and $22,167, respectively		-			13,164
Total Assets	$	711,663		$	998,997
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	556,003		$	739,266
Stock payable		-			50,000
Loans from stockholders		-			208,031
Total Current Liabilities		556,003			997,297
Long term debt		500,000			-
Total Liabilities		1,056,003			997,297
Commitments and Contingencies		-			-

Stockholders’ Equity (Deficit)
Preferred stock, $.001 par value, 1,000,000
authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value, 150,000,000 shares
authorized, 3,165,522 and 3,102,998 issued and outstanding		3,166			3,103
Additional paid-in capital		5,838,763			5,729,931
Accumulated deficit		(6,186,269	)		(5,731,334	)
Total Stockholders’ Equity (Deficit)		(344,340	)		1,700
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	711,663		$	998,997

See accompanying summary of accounting policies and notes to financial statements.

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ABAZIAS, INC.

STATEMENTS OF OPERATIONS

Years ended December 31, 2008 and 2007

	2008			2007
Sales	$	6,428,521		$	7,294,858
Cost of sales		5,493,036			6,437,247
Gross profit		935,485			857,611

General and administrative		1,373,848			2,679,236
Net operating loss		(438,363	)		(1,821,625	)

Interest expense		(16,572	)		(5,337	)
Net loss	$	(454,935	)	$	(1,826,962	)

Basic and diluted net
loss per share	$	(0.14	)	$	(0.63	)

Weighted average
shares outstanding		3,153,453			2,879,115

See accompanying summary of accounting policies and notes to financial statements.

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ABAZIAS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Years Ended December 31, 2008 and 2007

					Additional
	Common Stock				Paid in		Retained
	Shares		Amount		Capital		Deficit			Totals
Balances,
December 31, 2006		2,149,607	$	2,150	$	3,939,978	$	(3,904,372	)	$	37,756

Shares issued for
Services		73,750		73		158,152		-			158,225

Shares issued for
Cash		379,641		380		599,620		-			600,000

Warrant/Options issued for services		-		-		1,002,344		-			1,002,344

Exercise of options		500,000		500		24,500		-			25,000
Imputed interest		-		-		5,337		-			5,337

Net loss								(1,826,962	)		(1,826,962	)
Balances,
December 31, 2007		3,102,988		3,103		5,729,931		(5,731,334	)		1,700

Shares issued for
services		3,000		3		5,097		-			5,100

Shares issued for cash
and stock payabe		59,524		60		99,940		-			100,000

Imputed Interest		-		-		3,795		-			3,795
Net loss								(454,935	)		(454,935	)
Balances, December 31, 2008		3,165,522	$	3,166	$	5,838,763	$	(6,186,269	)	$	(344,340	)

See accompanying summary of accounting policies and notes to financial statements.

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ABAZIAS, INC

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2008 and 2007

	2008			2007
Cash Flows From Operating Activities
Net loss	$	(454,935	)	$	(1,826,962	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services		5,100			158,225
Warrants/Options issued for services		-			1,002,344
Imputed interest on stockholder loan		3,795			5,337
Depreciation and amortization		13,964			18,386
Changes in:
Accounts receivable		200,216			143,137
Due from stockholder		(35,000	)
Inventory		(109,783	)		14,363
Accounts payable		(183,263	)		(92,062	)
Stock payable		-			50,000
Deferred revenues		-			(48,375	)
Net Cash Used In Operating Activities		(559,606	)		(575,607	)
Cash Flows From Investing Activities
Cash paid for purchase of fixed assets		-			(770	)
Net Cash Used In Investing Activities		-			(770	)

Cash Flows from Financing Activities
Proceeds from exercise of options		-			25,000
Proceeds from sale of common stock		50,000			300,000
Proceeds from stockholder loans		-			296,000
Payment on stockholders loans		(208,031	)		(164,204	)
Proceeds from issuance of convertible debt		500,000			-
Net Cash Provided by Financing Activities		341,969			456,796
Net change in cash		(217,937	)		(119,581	)
Cash at beginning of year		337,773			457,354
Cash at end of year	$	119,836		$	337,773
Supplemental disclosure
Income taxes paid	$	-		$	-
Interest paid		-			-
Non –cash operating and financing activities:
Common stock issued as payment on stock payable		50,000			300,000

See accompanying summary of accounting policies and notes to financial statements.

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ABAZIAS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Abazias, Inc. (“Abazias”) was incorporated in Nevada on August 7, 2001. Abazias, based in Gainesville, Florida, is an international diamond retailer selling over the internet.

On October 3, 2003 Abazias entered into a reverse acquisition agreement with Hunno Technologies, Inc.(“Hunno”), whereby Hunno acquired all of the issued and outstanding shares of Abazias’s common stock totaling 1,000,000 shares by issuing to Abazias’s shareholders, pro-rata, 50,000,000 shares of Hunno’s common stock. At that time, Hunno had 11,867,109 shares outstanding.

Cash Equivalents. Highly liquid investments with original maturities of three months or less are considered cash equivalents. There were no cash equivalents as of December 31, 2008 and 2007.

Accounts Receivable. Abazias analyzes current accounts receivable for an allowance for doubtful accounts based on historical bad debt, customer credit-worthiness, the current business environment and historical experience with the customer. The allowance includes specific reserves for accounts where collection is deemed to be no longer probable.

Inventory. Jewelry and other inventory are valued at lower-of-cost-or-market (specific identification).

Long-lived Assets. Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

Revenue recognition.

b) Since our inventory is purchased at the time of sale, we have reviewed EITF 99-19, to clarify if we might be deemed a diamond agent and have to report sales on a net basis. We clearly do not fit under the appropriate definition as an agent for several reasons. We purchase all of our diamonds under our credit facilities with our various wholesalers. This varies between many dealers and in same cases, requires us to wire funds before a diamond is shipped, to many dealers offering us credit terms of net 30 for payment. The customer that purchases a diamond or other product, does so with us solely, and is never even aware of our wholesaler relationships. Even in the event that our customers were to become aware of our wholesaler relationships, we believe that our customers could not purchase directly from our wholesalers as our wholesalers do not normally work directly with the public. Consequently, egardless of whether we are paid or not for the diamond or other products we sell, we are obligated to pay our wholesaler for said product once shipped. We have purchased the diamond or product, and the responsibility of said product solely rests with us, including accepting a return from a customer, even when we in turn might not be able to return the same diamond to our wholesaler. Regardless of whether or not the company is deemed an agent, which we clearly are not, we would still fulfill all the indicators under EITF 99-19 for gross revenue reporting. We are the primary obligator in the arrangement, we maintain inventory risk in the event the product is returned, price establishment rests solely with us, we can and do modify the product frequently by mounting diamonds, as well as finishing them and other products, we can and do choose among many suppliers, all products sold are determined by us, we have physical loss risk, and additionally shoulder credit risk. Based on these reasons, we clearly are not an agent, and should report revenues on a gross basis.

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Trade up policy. We have a lifetime trade up policy which provides a guaranteed trade up of 80% of the price of the original diamond purchase. This provides our customers with the ability and incentive to become and remain our customers for many years to come. This affords our customers an option that many of our competitors will not extend to them. If the buyer exercised his/her trade-in right (functionally an option written by us), we would exchange a new diamond in for the original. Under normal circumstances, any trade up policy exercised would be even more profitable than a sale not including an exercised policy. This is because, on average we would make our normal markup, in addition to getting a discount that is greater than our cost on the diamond traded. It is conceivably possible, in a catastrophic event to the diamond markets which caused the value of diamonds to drop, customers would want to take advantage of this policy. Our policy is limited to the value of the diamond traded in, being close to the value when purchased. As such, we are protected from the functional price guarantee as mentioned in EITF 00-24 and FIN 45. Specifically our policy is only valid when, the diamond is at least 80% of the wholesale per carat price at time of purchase, based on published wholesale prices in the Rappaport industry publication, which is the de-facto standard for diamond pricing. To date, no customers have exercised this policy with us. After reviewing EITF 00-24 and FIN 45, we would not have any potential financial exposure to account for as a result of this policy, since our trade in value requirements based on current market conditions at the time of trade in, require the diamond to be worth 80% of the wholesale carat price, and if it does not, no trade up policy is valid.

Share-Based Compensation. Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123R, “Share−Based Payment” which establishes accounting for equity instruments exchanged for employee service. We utilize the Black−Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share−based compensation. These assumptions are subjective and generally require significant analysis and judgment to develop. When estimating fair value, some of the assumptions will be based on, or determined from, external data and other assumptions may be derived from our historical experience with stock−based payment arrangements. The appropriate weight to place on historical experience is a matter of judgment, based on relevant facts and circumstances.

Advertising Costs are expensed as incurred. Advertising costs were $428,681 and $612,214 for the years ended December 2008 and 2007, respectively.

Income Taxes. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” FIN 48 provides guidance on recognition, classification and disclosure concerning uncertain tax liabilities. The evaluation of a tax position requires recognition of a tax benefit if it is more likely than not it will be sustained upon examination. Abazias adopted FIN 48 effective January 1, 2007. The adoption did not have a material impact on the financial statements.

Basic and Diluted Loss Per Share. Basic and diluted loss per share equals net loss divided by weighted average shares outstanding during the period. Diluted loss per share includes the impact of common stock equivalents using the treasury stock method when the effect is dilutive.

Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

Recently Issued Accounting Pronouncements. Abazias does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position, or cash flow.

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Website. In accordance with SOP 98−1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," we capitalize costs incurred during the application development stage related to the development of internal−use software and amortize these costs over the estimated useful life of two years. Costs incurred related to the maintenance of internal−use software are expensed as incurred. Amortization expense was $13,164 and $17,666 for the years ended December 31, 2008 and 2007, respectively.

NOTE 2 - RELATED PARTY TRANSACTIONS

During the year ended December 31,2008, Abazias advanced the majority shareholder $35,000. The advance was paid in January 2009.

The majority stockholder has advanced money to Abazias on an as-needed basis during the years ended December 31, 2008 and 2007 and will continue to advance money to support Abazias’ working capital and cash flow needs for the year ended December 31, 2009. The advances are due on demand, bear no interest and have no collateral. Imputed interest expense of $3,795 and $5,337 using an interest rate of 8% was recorded as a contribution to capital for 2008 and 2007, respectively. The loan balance as of December 31, 2008 and 2007 was $0 and $208,031, respectively.

The majority stockholder provides the Abazias with 1,200 square feet of office space which the Abazias rents on a month to month basis. The monthly rent is approximately $2,200.

NOTE 3 – CONVERTIBLE NOTE PAYABLE

On July 30, 2008, Abazias entered into a letter of intent with Omni Reliant Holdings, Inc.(“Omni”) to purchase approximately 100% of the outstanding common stock of a newly formed subsidiary of Abazias. As part of the letter of intent, the two parties entered intoa $500,000 convertible note payable. The convertible note bears interest at 10% per annum with interest to be paid quarterly, and the principal and all unpaid interest will be due on or before December 31, 2009. The note is convertible into common stock of Abazias at the closing bid price at the time of conversion with at floor of $.50 per share or convertible into 25% of Abazias’ shares outstanding at the close of the purchase transaction. If the purchase agreement is not excuted the note payable will due on demand. As of December 31, 2008 accrued interest relating to the note was $12,777.

Abazias has evaluated the application of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and EITF Issue 00-19, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock,” to its mbedded conversion feature within its convertible note payable and has determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability.

NOTE 4 - INCOME TAXES

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2007 are as follows:

Deferred tax assets:
		2008			2007
Net operating loss carryforward	$	545,223		$	389,109
Less: valuation allowance		(545,223	)		(389,109	)
Net current deferred tax asset	$	-		$	-

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Abazias has net operating loss carryforwards of $1,557,751 and $1,111,741 as of December 31, 2008 and 2007 which will begin to expire in 2023.

NOTE 5 - EQUITY

Common Stock

On February 2, 2007, 1,250 shares of common stock were issued to an employee for services with a fair value of $2,725.

On February 2, 2007, 50,000 shares of common stock were issued to a consultant for services with a fair value of $109,000.

On February 7, 2007, Abazias issued 200,000 shares of common stock for $300,000 which related to a stock payable as of December 31, 2006.

On February 19, 2007, 125,000 warrants were issued to purchase shares of common stock to a consultant. The warrants have an exercise price of $.05 and expire in two years. The fair value of the warrants is $250,586. All of these warrants were exercised on February 19, 2007 for $6,250.

On February 22, 2007, pursuant to an employment agreement, the CFO was granted options to purchase 125,000 shares of common stock. The options have an exercise price of $.05 per share and expire in two years. The fair value of the options is $250,586. All of these options were exercised on February 22, 2007 for $6,250.

On February 22, 2007, pursuant to an employment agreement, the CEO was granted options to purchase 250,000 shares of common stock. The options have an exercise price of $.05 per share and expire in two years. The fair value of the options is $501,172. All options were exercised on February 22, 2007 for $12,500.

On February 23, 2007, 15,000 shares of common stock were issued to a consultant for services with a fair value of $30,000.

On July 13, 2007, 89,821 shares of common stock were issued for $150,000.

On October 16, 2007, 7,500 shares of common stock were issued to our attorney for services with a fair value of $16,500.

On October 31, 2007, Abazias issued 29,940 shares of common stock with 10,417 warrants for $50,000. The warrants have an exercise price of $2.25 and expire in three years. The proceeds were allocated to the common stock and warrants based on their relative fair values. The relative fair value of the common stock is $31,264 and the relative fair value of the warrants is $18,736.

On October 31, 2007, Abazias issued 29,940 shares of common stock with 14,881 warrants for $50,000. The warrants have an exercise price of $2.25 and expire in three years. The proceeds were allocated to the common stock and warrants based on their relative fair values. The relative fair value of the common stock is $23,062 and the relative fair value of the warrants is $26,938.

On November 1, 2007, Abazias issued 8,982 shares of common stock with 4,464 warrants for $15,000. The warrants have an exercise price of $2.25 and expire in three years. The proceeds were allocated to the common stock and warrants based on their relative fair values. The relative fair value of the common stock is $8,722 and the relative fair value of the warrants is $6,278.

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On November 5, 2007, Abazias issued 20,958 shares of common stock with 14,881 warrants for $35,000. The warrants have an exercise price of $2.25 and expire in three years. The proceeds were allocated to the common stock and warrants based on their relative fair values. The relative fair value of the common stock is $17,257 and the relative fair value of the warrants is $17,743.

On January 24, 2008, 3,000 common shares were issued to a consultant for services with a fair value of $5,100.

On March 13th, 2008, Abazias issued 29,762 common shares for a $50,000 stock payable.

On March 13th, 2008, Abazias issued 29,762 common shares for $50,000 cash.

Warrants

In accordance with SFAS 123R, the value of the stock options and warrants were determined using a Black−Scholes model. The assumptions made in the valuation of options and warrants included volatility of 208%, a risk−free interest rate of 4.87%, stock price on the date of grant of $2.03 and an expected life of 2 years.

Summary information regarding warrants is as follows:

				Weighted
				Average
				Exercise
	Warrants			Price
Balance at December 31, 2006:		92,857		$	5.73
Granted		44,643			2.25
Exercised		-			-
Expired		(17,857	)		6.00
Balance at December 31, 2007:		119,643			5.73
Granted		-			-
Exercised		-			-
Expired		(75,000	)		5.00
Balance at December 31, 2008:		44,643		$	2.25

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Warrants outstanding and exercisable as of December 31, 2008:

Exercise	Remaining		Warrants		Warrants
Price Life			Outstanding		Exercisable

$2.25		1.83 years		44,643		44,643
				44,643		44,643

NOTE 6 - SUBSEQUENT EVENTS

On February 18, 2009, Abazias entered into a $100,000 secured convertible note payable with Omnireliant Holdings, Inc. The convertible note bears interest at 10% per annum with principal and all unpaid interest due on February 17, 2010. The note is convertible into common stock of Abazias at a price which shall equal the greater of (i) $0.50 or (ii) the closing bid price of the Abazias’ shares of common stock on the date of the conversion.

Abazias has entered into an agreement with OmniReliant Holdings, Inc. to merge into OmniReliant Holdings, Inc. The shareholders of Abazias will receive 13,001,000 newly issued shares of Series E Zero Coupon Convertible Preferred Stock upon the merger. A registration statement on Form S-4 for the OmniReliant Holding, Inc. shares to be issued to Abazias has been filed. Completion of the transaction will occur upon final approval of the shareholders of Abazias and the effectiveness of the Form S-4.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of December 31, 2008, the Company’s disclosure controls and procedures were ineffective. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2008.

Management’s Report on Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its evaluation as of December 31, 2008, our management concluded that our internal controls over financial reporting were ineffective as of December 31, 2008. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the monitoring and review of work performed by our Chief Financial Officer and lack of segregation of duties. In the preparation of audited financial statements, footnotes and financial data all of our financial reporting is carried out by our Chief Financial Officer, and we do not have an audit committee to monitor or review the work performed. The lack of segregation of duties results from lack of accounting staff with accounting technical expertise necessary for an effective system of internal control. In order to mitigate this material weakness to the fullest extent possible, all financial reports are reviewed by the Chief Executive Officer. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it is immediately implemented. As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate procedures for monitoring and review of work performed by our Chief Financial Officer.

This annual report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2008, that materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors, executive officers and key employees are as follows:

Name	Age	Position
Oscar Rodriguez	42	CEO and Director
Jesus Diaz	40	CFO and Director
Aaron Taravella	31	CIO and Director

Oscar Rodriguez - From September 2001 to the present Mr. Rodriguez has been president of Abazias Inc. From November 1997 Mr. Rodriguez has been owner and president of OR Jewelry Inc., currently doing business as Oscars’ Jewelry. In December of 1990 Mr. Rodriguez received his Diamonds and Diamond grading certification from the (GIA) The Gemological Institute of America. On May of 1987 Mr. Rodriguez received His Associates in Arts from Santa Fe community college.

Jesus Diaz - From June 2002 until closing, he was operations manager at Abazias. From June 2002 to the present he has been the manager of National WLD Techmark Inc. May 1999 to June 2002 he was the manager of University Cash Inc. From July of 1998 to May of 1999 he was a manager with Speedy Cash. In May of 1998 Mr. Diaz received his degree in History from the University of Florida. Mr. Diaz will spend approximately 85% of his time on our business.

Aaron Taravella - From August 2001 until closing, he was Programmer/Website designer for Abazias. Since prior to 1998, he has been the principal of Aggressive Software, a software development firm.

Directors serve for a one-year term.

Our bylaws currently provide for a board of directors comprised of a minimum of one directors.

Board Committees

We currently have no compensation committee or other board committee performing equivalent functions. Currently, all members of our board of directors participate in discussions concerning executive officer compensation.

Legal Proceedings

No officer, director, promoter or significant employee has been involved in the last five years in any of the following:

·	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

·	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to us, or written representations that no reports were required, we believe that for the fiscal year ended December 31, 2008 beneficial owners complied with Section 16(a) filing requirements applicable to them.

Item 11. Executive Compensation.

Name	Age	Position
Oscar Rodriguez	42	CEO and Director
Jesus Diaz	40	CFO and Director
Aaron Taravella	31	CIO and Director

Aaron Taravella - From August 2001 until closing, he was Programmer/Website designer for Abazias. Since prior to 1998, he has been the principal of Aggressive Software, a software development firm.

Directors serve for a one-year term.

Our bylaws currently provide for a board of directors comprised of a minimum of one directors.

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Board Committees

Legal Proceedings

No officer, director, promoter or significant employee has been involved in the last five years in any of the following:

·	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

·	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to us, or written representations that no reports were required, we believe that for the fiscal year ended December 31, 2007 beneficial owners complied with Section 16(a) filing requirements applicable to them.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our CEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest fiscal year ended December 31, 2008.

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Need to complete this table:

Name	Title	Year	Salary		Bonus		Stock awards		Option awards		Non Equity Incentive plan compensation		Non qualified deferred compensation		All other Compensation		Total
Oscar Rodriguez	CEO	2008		36,000		0		0		0		0		0		0		36,000
		2007		36,000		0		0		0		0		0		0		36,000
Jesus Diaz	CFO	2008		0		0		0		0		0		0		0
		2007		0		0		0		0		0		0		0
Aaron Taravella	CIO	2008		0		0		0		0		0		0		0
		2007		0		0		0		0		0		0		0

Summary Equity Awards Table

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END December 31, 2008


Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Oscar Rodriguez		0		0		0		0		0		0		0		0		0
Jesus Diaz		0		0		0		0		0		0		0		0		0
Aaron Taravella		0		0		0		0		0		0		0		0		0

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Narrative disclosure to summary compensation and option tables

We have no currently effective employment arrangements or similar arrangements with our officers. However, commensurate with the entering into of the Amended Stock Purchase Agreement, Abazias.com has entered into Employment Agreements with Oscar Rodriguez and Jesus Diaz, with Mr. Rodriguez serving as Chief Executive Officer and President of Abazias.com and Mr. Diaz serving as Vice President, Chief Financial Officer and Chief Operating Officer of Abazias.com. The Employment Agreements shall become effective upon the closing of the transaction. The Employment Agreements are for a term of twenty-four (24) months and shall be automatically renewed for successive one (1) year periods, subject to the provisions of the Employment Agreements. The employment Agreement also provide for annual compensation of One Hundred Thousand Dollars ($100,000) per year for Mr. Rodriguez and for Eighty Five Thousand Dollars ($85,000) for Mr. Diaz. Upon the entering into of these Employment Agreements, Oscar Rodriguez received a signing bonus of Three Hundred and Eleven Thousand Three Hundred Dollars ($311,300.00) and Jesus Diaz received a signing bonus of One Hundred and Six Thousand Three Hundred and Fifty Dollars ($106,350.00)

General

At no time during the last fiscal year with respect to any person listed in the Table above was there:



any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;



any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;



any option or equity grant;



any non-equity incentive plan award made to a named executive officer;



any nonqualified deferred compensation plans including nonqualified defined contribution plans; or



any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Board of Directors

Director Compensation

Name	Year ended April 30	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Oscar Rodriguez JesusDiaz Aaron Taravella	2008	0	0	0	0	0	0	0

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Narrative to Director Compensation Table

We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following tables set forth the ownership, as of the date of this registration statement, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of my knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control of our company. All business addresses are 5214 SW 91 st Terrace, Gainesville, FL 32608.

Name	Number of Shares		Percentage of Shares Issued
Oscar Rodriguez		1,125,000		38.4	%
Jesus Diaz		375,000		12.8	%
Aaron Taravella		125,000		4.2	%
Rob Rill		165,000		5.6	%
Strategic Capital Advisors, Inc. *		142,500		4.8	%

All officers and directors as a group [3 persons]		1,932,500		58.3	%

* Mr. Rill is the principal of Strategic Capital Advisors, Inc.

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, it believes that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 3,115,533 shares of common stock outstanding as of December 31, 2008.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

All of our facilities are currently located in Gainesville, Florida. Our corporate headquarters consists of approximately 1,200 square feet which we rent on a month to month basis. Our Landlord is Oscar Rodriquez our CEO and our monthly rent is approximately $2,200.00.

Other than the above transactions, we have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons. We are not a subsidiary of any company.

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Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Item 14. Principal Accounting Fees and Services

2008 - $35,390

2007 - $19,555

Audit fees only. No other fees as described in Item 9e of Schedule 14A.

The Company currently does not have a designated Audit Committee, and

accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, and tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following is a list of the Financial Statements included in Item 8 of Part II of this Report.

(a)(2) Financial Statement Schedules

Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the financial statements and notes thereto

(a)(3) Exhibits

The exhibits required by this item and included in this report or incorporated herein by reference are as follows:


31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TITLE	NAME	DATE	SIGNATURE

Principal Executive	Oscar Rodriguez	March 30, 2009	/s/ Oscar Rodriguez
Office

Principal Accounting	Jesus Diaz	March 30, 2009	/s/ Jesus Diaz
Officer

Principal Financial	Jesus Diaz	March 30, 2009	/s/ Jesus Diaz
Officer

Pursuant to the requirements of the Securities Act of ____33, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	NAME	TITLE	DATE

/s/ Oscar Rodriguez	Oscar Rodriguez	Director	March 30, 2009

/s/ Jesus Diaz	Jesus Diaz	Director	March 30, 2009

/s/ Aaron Taravella	Aaron Taravella	Director	March 30, 2009

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Positive
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Constraining
Legalese
Litigous
Readability	H.S. freshman Avg

Abazias Inactive 10-K2008 FY Annual report

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