UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549










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


-1-




TABLE
OF CONTENTS




PART IItem 1.
      Business
                      4Item 2.
      Properties
                      12Item 3. Legal
      Proceedings
                      13Item 4. Submission of Matters to
      a Vote of Security Holders
                      13PART IIItem 5. Market for the
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                      14Item 6. Selected Consolidated
      Financial Data
                      16Item 7. Management’s Discussion
      and Analysis of Financial Condition and Results of
      Operation
                      16Item 7A. Quantitative and
      Qualitative Disclosures About Market Risk
                      21Item 8. Consolidated Financial
      Statements and Supplementary Data
                      22Item 9. Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
                      32Item 9A. Controls and
      Procedures
                      32Item 9B. Other
      Information
                      33PART IIIItem 10. Directors,
      Executive Officers and Corporate
    Governance.
                      34Item 11. Executive
      Compensation.
                      35Item 11.  Executive
      Compensation
                      36Item 12. Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters.
                      39Item 13. Certain
      Relationships and Related Transactions, and Director
      Independence.
                      39Item 14. Principal
      Accounting Fees and Services
                      40PART IVItem 15. Exhibits and Financial
      Statement Schedules
                      41




-2-




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.




-3-


PART
I




Item1. 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.


-4-


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.


-5-


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.





-6-


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.


-7-





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.





-8-


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.





-9-


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.”


-10-





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.




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.





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.


-11-




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.


-12-




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 aVote of Security
Holders





None




-13-


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
                  
                  Low3/31/07
                  
                  
                  2.00
                  
                  2.006/30/07
                  
                  
                  2.53
                  
                  2.539/30/07
                  
                  
                  2.05
                  
                  2.0512/31/07
                  
                  
                  2.10
                  
                  2.003/31/08
                  
                  
                  2.25
                  
                  1.106/30/08
                  
                  
                  0.52
                  
                  2.009/30/08
                  
                  
                  0.52
                  
                  1.5012/31/08
                  
                  
                  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:


-14-





·
            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.





-15-


Item
6. Selected Consolidated Financial Data




Not
required.




Item
7. Management’s Discussion and Analysisof 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.





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.


-16-





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.





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.





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.




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.





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.


-17-




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
                            
                            
                            2007Sales
                            
                            $
                            6,428,521
                            
                            
                            $
                            7,294,858Cost
      of sales
                            
                            
                            5,493,036
                            
                            
                            
                            6,437,247Gross
      profit
                            
                            
                            935,485
                            
                            
                            
                            857,611General
      and administrative expenses
                            
                            
                            1,373,848
                            
                            
                            
                            2,679,236Net
      operating loss
                            
                            
                            (438,363
                            )
                            
                            
                            (1,821,625
                            )Interest
      expense
                            
                            
                            (16,572
                            )
                            
                            
                            (5,337
                            )Net
      loss
                            
                            $
                            (454,935
                            )
                            
                            $
                            (1,826,962
                            )Basic
      and diluted netloss
      per share
                            
                            $
                            (0.14
                            )
                            
                            $
                            (0.63
                            )Weighted
      averageshares
      outstanding
                            
                            
                            3,153,453
                            
                            
                            
                            2,879,115




Year ended December 31,
2008vs. 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.


-18-





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.





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.


-19-





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.





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.


-20-





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 DisclosuresAbout Market
Risk





Not
required.


-21-




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




-22-




ABAZIAS,
INC.


BALANCE
SHEETS


December
31, 2008




2008
                                        
                                        
                                        2007ASSETSCurrent
      assetsCash
                                        
                                        $
                                        119,836
                                        
                                        
                                        $
                                        337,773Accounts
      receivable
                                        
                                        
                                        200,065
                                        
                                        
                                        
                                        400,281Inventory
                                        
                                        
                                        355,353
                                        
                                        
                                        
                                        245,570Due
      from stockholder
                                        
                                        
                                        35,000
                                        
                                        
                                        
                                        -Total
      Current Assets
                                        
                                        
                                        710,254
                                        
                                        
                                        
                                        983,624Property
      & equipment, net of accumulated depreciationof
      $6,087 and $5,287, respectively
                                        
                                        
                                        1,409
                                        
                                        
                                        
                                        2,209Website,
      net of accumulated amortizationof
      $35,331 and $22,167, respectively
                                        
                                        
                                        -
                                        
                                        
                                        
                                        13,164Total
      Assets
                                        
                                        $
                                        711,663
                                        
                                        
                                        $
                                        998,997LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
                                        
                                        $
                                        556,003
                                        
                                        
                                        $
                                        739,266Stock
      payable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        50,000Loans
      from stockholders
                                        
                                        
                                        -
                                        
                                        
                                        
                                        208,031Total
      Current Liabilities
                                        
                                        
                                        556,003
                                        
                                        
                                        
                                        997,297Long
      term debt
                                        
                                        
                                        500,000
                                        
                                        
                                        
                                        -Total
      Liabilities
                                        
                                        
                                        1,056,003
                                        
                                        
                                        
                                        997,297Commitments
      and Contingencies
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Stockholders’
      Equity (Deficit)Preferred
      stock, $.001 par value, 1,000,000authorized,
      no shares issued and outstanding
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Common
      stock, $.001 par value, 150,000,000 sharesauthorized,
      3,165,522 and 3,102,998 issued and outstanding
                                        
                                        
                                        3,166
                                        
                                        
                                        
                                        3,103Additional
      paid-in capital
                                        
                                        
                                        5,838,763
                                        
                                        
                                        
                                        5,729,931Accumulated
      deficit
                                        
                                        
                                        (6,186,269
                                        )
                                        
                                        
                                        (5,731,334
                                        )Total
      Stockholders’ Equity (Deficit)
                                        
                                        
                                        (344,340
                                        )
                                        
                                        
                                        1,700TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                                        
                                        $
                                        711,663
                                        
                                        
                                        $
                                        998,997





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




-23-




ABAZIAS,
INC.


STATEMENTS
OF OPERATIONS


Years
ended December 31, 2008 and 2007




2008
                            
                            
                            2007Sales
                            
                            $
                            6,428,521
                            
                            
                            $
                            7,294,858Cost
      of sales
                            
                            
                            5,493,036
                            
                            
                            
                            6,437,247Gross
      profit
                            
                            
                            935,485
                            
                            
                            
                            857,611General
      and administrative
                            
                            
                            1,373,848
                            
                            
                            
                            2,679,236Net
      operating loss
                            
                            
                            (438,363
                            )
                            
                            
                            (1,821,625
                            )Interest
      expense
                            
                            
                            (16,572
                            )
                            
                            
                            (5,337
                            )Net
      loss
                            
                            $
                            (454,935
                            )
                            
                            $
                            (1,826,962
                            )Basic
      and diluted netloss
      per share
                            
                            $
                            (0.14
                            )
                            
                            $
                            (0.63
                            )Weighted
      averageshares
      outstanding
                            
                            
                            3,153,453
                            
                            
                            
                            2,879,115





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




-24-





ABAZIAS,
INC.


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)


Years
Ended December 31, 2008 and 2007





AdditionalCommon
      Stock
                                
                                
                                Paid
      in
                                
                                
                                RetainedShares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Deficit
                                
                                
                                TotalsBalances,December
      31, 2006
                                
                                
                                2,149,607
                                
                                
                                $
                                2,150
                                
                                
                                $
                                3,939,978
                                
                                
                                $
                                (3,904,372
                                )
                                
                                $
                                37,756Shares
      issued forServices
                                
                                
                                73,750
                                
                                
                                
                                73
                                
                                
                                
                                158,152
                                
                                
                                
                                -
                                
                                
                                
                                158,225Shares
      issued forCash
                                
                                
                                379,641
                                
                                
                                
                                380
                                
                                
                                
                                599,620
                                
                                
                                
                                -
                                
                                
                                
                                600,000Warrant/Options
      issued for services
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1,002,344
                                
                                
                                
                                -
                                
                                
                                
                                1,002,344Exercise
      of options
                                
                                
                                500,000
                                
                                
                                
                                500
                                
                                
                                
                                24,500
                                
                                
                                
                                -
                                
                                
                                
                                25,000Imputed
      interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                5,337
                                
                                
                                
                                -
                                
                                
                                
                                5,337Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (1,826,962
                                )
                                
                                
                                (1,826,962
                                )Balances,December
      31, 2007
                                
                                
                                3,102,988
                                
                                
                                
                                3,103
                                
                                
                                
                                5,729,931
                                
                                
                                
                                (5,731,334
                                )
                                
                                
                                1,700Shares
      issued forservices
                                
                                
                                3,000
                                
                                
                                
                                3
                                
                                
                                
                                5,097
                                
                                
                                
                                -
                                
                                
                                
                                5,100Shares
      issued for cashand
      stock payabe
                                
                                
                                59,524
                                
                                
                                
                                60
                                
                                
                                
                                99,940
                                
                                
                                
                                -
                                
                                
                                
                                100,000Imputed
      Interest
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                3,795
                                
                                
                                
                                -
                                
                                
                                
                                3,795Net
      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.




-25-





ABAZIAS,
INC


STATEMENTS
OF CASH FLOWS


Years
Ended December 31, 2008 and 2007




2008
                                    
                                    
                                    2007Cash
      Flows From Operating ActivitiesNet
      loss
                                    
                                    $
                                    (454,935
                                    )
                                    
                                    $
                                    (1,826,962
                                    )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Common
      stock issued for services
                                    
                                    
                                    5,100
                                    
                                    
                                    
                                    158,225Warrants/Options
      issued for services
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,002,344Imputed
      interest on stockholder loan
                                    
                                    
                                    3,795
                                    
                                    
                                    
                                    5,337Depreciation
      and amortization
                                    
                                    
                                    13,964
                                    
                                    
                                    
                                    18,386Changes
      in:Accounts
      receivable
                                    
                                    
                                    200,216
                                    
                                    
                                    
                                    143,137Due
      from stockholder
                                    
                                    
                                    (35,000
                                    )Inventory
                                    
                                    
                                    (109,783
                                    )
                                    
                                    
                                    14,363Accounts
      payable
                                    
                                    
                                    (183,263
                                    )
                                    
                                    
                                    (92,062
                                    )Stock
      payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50,000Deferred
      revenues
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (48,375
                                    )Net
      Cash Used In Operating Activities
                                    
                                    
                                    (559,606
                                    )
                                    
                                    
                                    (575,607
                                    )Cash
      Flows From Investing ActivitiesCash
      paid for purchase of fixed assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (770
                                    )Net
      Cash Used In Investing Activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (770
                                    )Cash
      Flows from Financing ActivitiesProceeds
      from exercise of options
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,000Proceeds
      from sale of common stock
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    300,000Proceeds
      from stockholder loans
                                    
                                    
                                    -
                                    
                                    
                                    
                                    296,000Payment
      on stockholders loans
                                    
                                    
                                    (208,031
                                    )
                                    
                                    
                                    (164,204
                                    )Proceeds
      from issuance of convertible debt
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    -Net
      Cash Provided by Financing Activities
                                    
                                    
                                    341,969
                                    
                                    
                                    
                                    456,796Net
      change in cash
                                    
                                    
                                    (217,937
                                    )
                                    
                                    
                                    (119,581
                                    )Cash
      at beginning of year
                                    
                                    
                                    337,773
                                    
                                    
                                    
                                    457,354Cash
      at end of year
                                    
                                    $
                                    119,836
                                    
                                    
                                    $
                                    337,773Supplemental
      disclosureIncome
      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.


-26-





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.


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, 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.


-27-




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.


-28-





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





-29-


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.


-30-





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:




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





-31-


Warrants
outstanding and exercisable as of December 31, 2008:





Exercise
                                
                                Remaining
                                
                                Warrants
                                
                                WarrantsPrice Life
                                
                                
                                
                                
                                Outstanding
                                
                                Exercisable$2.25
                                
                                
                                1.83
      years
                                
                                
                                44,643
                                
                                
                                44,64344,643
                                
                                
                                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 andFinancial 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.


-32-





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.


-33-


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
              PositionOscar
      Rodriguez
              42
              CEO
      and DirectorJesus
      Diaz
              40
              CFO
      and DirectorAaron
      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.




-34-


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.





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
              PositionOscar
      Rodriguez
              42
              CEO
      and DirectorJesus
      Diaz
              40
              CFO
      and DirectorAaron
      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.


-35-




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.




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.





-36-


Need to
complete this table:





Name
                    Title
                    Year
                    
                    Salary
                    
                    
                    Bonus
                    
                    
                    Stock
                      awards
                    
                    
                    Option
                      awards
                    
                    
                    Non
      Equity
                      Incentive
                      plancompensation
                    
                    
                    Non
                      qualified
                      deferred
                      compensation
                    
                    
                    All other
                      Compensation
                    
                    
                    TotalOscar
      Rodriguez
                    CEO
                    2008
                    
                    
                    36,000
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    36,0002007
                    
                    
                    36,000
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    36,000Jesus
                      Diaz
                    CFO
                    2008
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    02007
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Aaron
      Taravella
                    CIO
                    2008
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    02007
                    
                    
                    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
                
                
                
                0JesusDiaz
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0Aaron
      Taravella
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0




-37-


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




-38-


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 andRelated 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 91st  Terrace, Gainesville, FL 32608.




Name
                  
                  Number
      of Shares
                  
                  
                  Percentage
      of Shares IssuedOscar
      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 andRelated 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.





-39-


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 andServices




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.


-40-





PART
IV





Item
15. Exhibits and FinancialStatement 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 200231.2
            Certification
      of the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002








-41-


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
            SIGNATUREPrincipal
      Executive
            Oscar
      Rodriguez
            March
      30, 2009
            /s/ Oscar RodriguezOfficePrincipal
      Accounting
            Jesus
      Diaz
            March
      30, 2009
            /s/ Jesus DiazOfficerPrincipal
      Financial
            Jesus
      Diaz
            March
      30, 2009
            /s/ Jesus DiazOfficer




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







-42-