UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 Form
10-KSB
 
 [X]
              Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Fiscal Year EndedDecember 31, 2007[
      ]
              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)
   Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. [X] Yes [   ]
No
  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X]
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes [] No[X]
  The
issuer's revenues for its most recent fiscal year was $7,294,858.
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 23, 2005: $516,695
 
 Note: If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.
  As of the
date of this filing, the Company's Common Stock is trading on the over the
counter bulletin board.
  As of
March 13, 2008, 3,165,522 shares of our common stock were issued and
outstanding.
 -1-
  DOCUMENTS
INCORPORATED BY REFERENCE
  If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24,
1990).
  No
documents are incorporated by reference into this Annual Report on Form
10-KSB.
 
  Transitional
Small Business Disclosure Format (Check one): Yes [  ] No [X]
   FORWARD
LOOKING STATEMENTS
  This
Annual Report contains forward-looking statements about our business, financial
condition and prospects that reflect our management's assumptions and beliefs
based on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized.  If any of our assumptions should prove incorrect, or if any of
the risks and uncertainties underlying such expectations should materialize,
Abazias’ actual results may differ materially from those indicated by the
forward-looking statements.
  The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand its customer base, managements' ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.
  There may
be other risks and circumstances that management may be unable to predict. 
When used in this Report, words such as,  "believes,"  "expects,"
"intends,"  "plans," "anticipates,"  "estimates" and similar
expressions are intended to identify and qualify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.  However, the forward-looking statements contained herein are
not covered by the safe harbors created by Section 21E of the Securities
Exchange Act of 1934.
  -2-
  Table of
Contents
  PART
      IITEM 1. BUSINESS.
              4ITEM 2. DESCRIPTION OF PROPERTY
              11ITEM 3. LEGAL
    PROCEEDINGS
              11ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS
              11PART
      IIITEM 5. MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDERMATTERS
              11ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
      PLAN OFOPERATION
              13ITEM 7. FINANCIAL STATEMENTS
              17ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ONACCOUNTING AND
      FINANCIAL DISCLOSURE
              26ITEM 8A. CONTROLS AND
      PROCEDURES
              26PART
      IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
      AND CONTROLPERSONS; COMPLIANCE WITH
      SECTION 16(A) OF THE EXCHANGE ACT
              27ITEM 10. EXECUTIVE COMPENSATION
              29ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND
      CERTAINSECURITY HOLDERS
              30ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
              30ITEM 13. EXHIBITS AND REPORTS ON FORM
      8-K
              31ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
              31
  -3-
  PART
I
  ITEM
1.  BUSINESS.
  Background
 
 We were
incorporated under the name Biologistics, Inc. under the laws of Colorado on
December 13, 1994, to engage in clinical consulting, contract packaging and
labeling services. We never had any operations. On April 22, 1997, we merged
into a subsidiary that was organized under the name Biologistics, Inc. under the
laws of Delaware on March 19, 1997 and became a Delaware corporation. We
organized PBI Acquisition Corp. as a wholly-owned subsidiary on March 31, 1999,
and on the same date Performance Brands, which we operated as our former
wholly-owned subsidiary, entered into a merger agreement with and was merged
into PBI Acquisition Corp. resulting in PBI becoming our wholly-owned
subsidiary. On May 12, 1999, we changed our name to Skintek Labs, Inc. or
SKNT.
 
 The
purpose of the March 31, 1999 merger between SKNT and PBI was to enable SKNT to
become an operating company. Since its incorporation on September 21, 1995 under
the laws of Florida, PBI was engaged in the sale of products for skin fitness,
self-tanning, sun protection and nutrition. PBI's products were sold through
direct mail, drug chains, mass market outlets, health food stores, gyms, and
tanning, nail and hair salons, as well as private label sales. Our sole business
and operations after the merger of PBI into SKNT in March 1999 was the business
and operations of PBI.
 
 We
divested PBI, our wholly-owned subsidiary, pursuant to a Share Transfer
Agreement dated as of April 30, 2001 under which we transferred all shares of
PBI to Stacy Kaufman, our former president, director and control shareholder.
Since then our operations had consisted of the following: We seek business
opportunities throughout the United States to make acquisitions or enter into
other business endeavors to the extent our limited assets and personnel will
allow. Our business objective was to effect a merger, exchange of capital stock,
asset acquisition or other business combination with an operating business that
will have significant growth potential. On September 18, 2002, we changed our
name to Hunno Technologies, Inc.
 
 In
October 2003, we acquired Abazias, Inc. and changed our name to Abazias,
Inc.
 
 Overview
 
 We are an
online retailer of high quality loose diamonds and fine jewelry settings for our
diamonds. Our web site at www.abazias.com showcases over 100,000 diamonds, most
of which are independently certified; and more than 100 styles of fine jewelry,
including rings, wedding bands, earrings, necklaces, and bracelets.
 
 We have
developed an efficient online cost structure and a unique supply solution that
eliminates traditional layers of diamond wholesalers and brokers, which allow us
to purchase most of our product offerings at lower prices by avoiding mark-ups
imposed by those intermediaries. Our supply solution enables us to purchase only
those diamonds that our customers have ordered. As a result, we are able to
minimize the costs associated with carrying diamond inventory and limit our risk
of potential mark-downs.
 -4-
  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.
 
 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.
 -7-
  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.
 
 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.  -8-
  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.
 
 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.
 -9-
 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.
 
 Employees
 
 As of
December 31, 2007, 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 accounting
,   1 is IT, 1 is marketing, and 5 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.  -10-
  ITEM
2.  DESCRIPTION OF PROPERTY
  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.
  We
believe that our facilities will be adequate to meet our current needs. 
However, as we continue to implement our business plan, we may need to relocate
our headquarters office space.  We anticipate such facilities are available
to meet our development and expansion needs in existing and projected target
markets for the foreseeable future.
  We are
not subject to competitive conditions for property and currently have no
property to insure.  We have no policy with respect to investments in real
estate or interests in real estate and no policy with respect to investments in
real estate mortgages.  Further, we have no policy with respect to
investments in securities of or interests in persons primarily engaged in real
estate activities.
  ITEM
3.  LEGAL PROCEEDINGS
  We are
not currently involved in any legal proceedings nor do we have knowledge of any
threatened litigation.
  ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  PART
II
  ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  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.  -11-
 High and
Low Sales Prices for each quarter within the last two fiscal years.
 
 High
              
              
              Low3/31/06
      --
              
              
              4.20
              
              
              2.006/30/06
      --
              
              
              3.40
              
              
              2.009/30/06
      --
              
              
              3.20
              
              
              1.5512/31/06
      --
              
              
              2.85
              
              
              1.603/31/07
      --
              
              
              2.00
              
              
              2.006/30/07
      --
              
              
              2.53
              
              
              2.539/30/07
      --
              
              
              2.05
              
              
              2.0512/31/07
      --
              
              
              2.10
              
              
              2.00
  * 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:
 
 ·
              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.
  -12-
  Holders
  As of
December 31st, 2007,
we have 3,102,998 shares of Common Stock issued and outstanding held by 69
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.
  ITEM
6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.
 
 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.
  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.
 -13-
  STATEMENTS
OF OPERATIONS
 For The
Years ended December 31, 2007 and 2006
  2007
              
              
              2006Sales
              
              $
              7,294,858
              
              
              $
              4,794,369Cost
      of sales
              
              
              6,437,247
              
              
              
              4,232,107Gross
      profit
              
              
              857,611
              
              
              
              562,262General
      and administrative expenses
              
              
              2,679,236
              
              
              
              778,079Net
      operating loss
              
              
              (1,821,625
              )
              
              
              (215,817
              )Interest
      expense
              
              
              (5,337
              )
              
              
              (6,195
              )Net
      loss
              
              $
              (1,826,962
              )
              
              $
              (222,012
              )Basic
      and diluted netloss
      per share
              
              $
              (0.63
              )
              
              $
              (0.10
              )Weighted
      averageshares
      outstanding
              
              
              2,879,115
              
              
              
              2,147,441
  Year ended December 31,
2007vs. Year ended December 31,
2006.
 
 Our sales
for the year ended December 31, 2006 vs. year ended December 31, 2007 increased
52% from $4,794,369 to $7,294,858 primarily due to an increase in online
marketing campaigns, especially with respect to increasing our visibility on
search engine rankings. This is a result of our extensive internal search engine
optimization campaign. In addition, an increased exposure in certain jewelry
type portals, like pricegrabber.com and pricescope.com., assisted in this
increase in revenue.
 
 Our cost
of sales for the year ended December 31, 2006 vs. year ended December 31, 2007
increased 52% from $4,232,107 to $6,437,247 due the corresponding increase in
the amount of diamonds sold for the period. This corresponding increase in costs
is consistent with the proportional increase in additional sales for the
period.
 
 Our
general and administrative expenses for the year ended December 31, 2006 vs.
year ended December 31, 2007 increased 245% from $778,079 to $2,679,236 mainly
due to stock based compensation issued to key management and consultant in lieu
of salary.
 
 Our
interest expense for the year ended December 31, 2007 vs. year ended December
31, 2006 decreased 14% from $6,195 to $5,337.
 -14-
 Accordingly,
our net loss for the year ended December 31, 2007 vs. year ended December 31,
2006 increased  723% from $222,012 to $1,826,962 primarily due to our
increase in sales and to stock based compensation issued to key management and
consultant in lieu of salary.
 
 Liquidity and Capital
Resources
 
 We
incurred a net loss of $1,826,962 for the year ended December 31, 2007. At
December 31, 2007, we had a stockholders equity of $1,700. We had $337,773of
cash available as of December 31, 2007. We also, as of that date, had $400,281
of accounts receivable, and $739,266 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.
  With the
exception of loans from stockholders, as described below, for which our
shareholders have not requested and we do not anticipate a request for repayment
in the next 12 months, our current assets exceed current liabilities, and thus
we do not believe present a liquidity issue.
 
 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.
  The
majority stockholder advances money to Abazias on an as-needed basis. If needed,
he has agreed to make further advances during fiscal 2008. The advances are due
on demand, bear no interest and have no collateral. At December 31, 2007, the
amount of the advance was $208,031 and the majority stockholder has not needed
to make an advance on behalf of the since 2004. The advances are due on demand,
bear no interest and have no collateral.
 
 Management
in addition is trying to raise additional capital through sales of common stock
as well as seeking financing from third parties.
 
 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.
 -15-
  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 witch 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, and even at any time we’re aware, could not purchase
from them. 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.
 
 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.
 -16-
  ITEM
7.  FINANCIAL STATEMENTS
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Board of Directors
 Abazias,
Inc.
 Gainesville,
Florida
 
 We have
audited the accompanying balance sheet of Abazias, Inc., as of December 31, 2007
and the related statements of operations, stockholders’ equity, and cash flows
for the years ended December 31, 2007 and 2006. 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,
2007, and the results of its operations and its cash flows for the periods
described in conformity with accounting principles generally accepted in the
United States of America.
 
 
 
 MALONE
& BAILEY, PC
 www.malone-bailey.com
 Houston,
Texas
 
 March 31,
2008
 -17-
  ABAZIAS,
INC.
 BALANCE
SHEET
 December
31, 2007
  2007ASSETSCurrent
      assetsCash
              
              $
              337,773Accounts
      receivable
              
              
              400,281Inventory
              
              
              245,570Total
      current assets
              
              
              983,624Property
      & equipment, net of accumulateddepreciation
      of $5,287
              
              
              2,209Website,
      net of accumulated amortizationof
      $22,167
              
              
              13,164Total
      Assets
              
              $
              998,997LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
              
              $
              739,266Stock
      payable
              
              
              50,000Loans
      from stockholders
              
              
              208,031Total
      Current Liabilities
              
              
              997,297Commitments
      and Contingencies
              
              
              -Stockholders’
      EquityPreferred
      stock, $.001 par value, 1,000,000authorized,
      no shares issued and outstanding
              
              
              -Common
      stock, $.001 par value, 150,000,000 sharesauthorized,
      3,102,998 issued and outstanding
              
              
              3,103Additional
      paid-in capital
              
              
              5,729,931Accumulated
      deficit
              
              
              (5,731,334
              )Total
      Stockholders’ Equity
              
              
              1,700TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              998,997
 
 See
accompanying summary of accounting policies and notes to financial
statements.
 -18-
 ABAZIAS,
INC.
 STATEMENTS
OF OPERATIONS
 Years
ended December 31, 2007 and 2006
  2007
              
              
              2006Sales
              
              $
              7,294,858
              
              
              $
              4,794,369Cost
      of sales
              
              
              6,437,247
              
              
              
              4,232,107Gross
      profit
              
              
              857,611
              
              
              
              562,262General
      and administrative
              
              
              2,679,236
              
              
              
              778,079Net
      operating loss
              
              
              (1,821,625
              )
              
              
              (215,817
              )Interest
      expense
              
              
              (5,337
              )
              
              
              (6,195
              )Net
      loss
              
              $
              (1,826,962
              )
              
              $
              (222,012
              )Basic
      and diluted netloss
      per share
              
              $
              (0.63
              )
              
              $
              (0.10
              )Weighted
      averageshares
      outstanding
              
              
              2,879,115
              
              
              
              2,147,441
 
 See
accompanying summary of accounting policies and notes to financial
statements.
 -19-
 
 ABAZIAS,
INC.
 STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
 Years
Ended December 31, 2007 and 2006
 
 AdditionalCommon
      Stock
              
              
              Paid
      in
              
              
              RetainedShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              TotalsBalances,December
      31, 2005
              
              
              2,143,607
              
              
              $
              2,144
              
              
              $
              3,919,750
              
              
              $
              (3,682,360
              )
              
              $
              239,534Shares
      issued forServices
              
              
              6,000
              
              
              
              6
              
              
              
              14,033
              
              
              
              -
              
              
              
              14,039Shares
      issued forCash
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Imputed
      interest
              
              
              -
              
              
              
              -
              
              
              
              6,195
              
              
              
              -
              
              
              
              6,195Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (222,012
              )
              
              
              (222,012
              )Balances,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 for cash
              
              
              379,641
              
              
              
              380
              
              
              
              599,620
              
              
              
              -
              
              
              
              600,000Warrants/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
              
              
              3,102,998
              
              
              $
              3,103
              
              
              $
              5,729,931
              
              
              $
              (5,731,33
              )4
              
              $
              1,700
 
 See
accompanying summary of accounting policies and notes to financial
statements.
 -20-
 ABAZIAS,
INC
 STATEMENTS
OF CASH FLOWS
 Years
Ended December 31, 2007 and 2006
  2007
              
              
              2006Cash
      Flows From Operating ActivitiesNet
      loss
              
              $
              (1,826,962
              )
              
              $
              (222,012
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Common
      stock issued for services
              
              
              158,225
              
              
              
              14,039Warrants/Options
      issued for services
              
              
              1,002,344
              
              
              
              -Imputed
      interest on stockholder loan
              
              
              5,337
              
              
              
              6,195Depreciation
      and amortization
              
              
              18,386
              
              
              
              5,702Changes
      in:Accounts
      receivable
              
              
              143,137
              
              
              
              (385,352
              )Inventory
              
              
              14,363
              
              
              
              (69,473
              )Accounts
      payable
              
              
              (92,062
              )
              
              
              538,168Stock
      payable
              
              
              50,000Deferred
      revenues
              
              
              (48,375
              )
              
              
              20,891Net
      Cash Used In Operating Activities
              
              
              (575,607
              )
              
              
              (91,842
              )Cash
      Flows From Investing ActivitiesCash
      paid for purchase of fixed assets
              
              
              (770
              )Cash
      paid on development of website
              
              
              -
              
              
              
              (35,331
              )Net
      Cash Used In Investing Activities
              
              
              (770
              )
              
              
              (35,331
              )Cash
      Flows from Financing ActivitiesProceeds
      from exercise of options
              
              
              25,000
              
              
              
              -Proceeds
      from sale of common stock
              
              
              300,000Proceeds
      from stockholder loans
              
              
              296,000Payment
      on stockholders loans
              
              
              (164,204
              )
              
              
              (10,000
              )Proceeds
      from stock payable
              
              
              -
              
              
              
              300,000Net
      Cash Provided by Financing Activities
              
              
              456,796
              
              
              
              290,000Net
      change in cash
              
              
              (119,581
              )
              
              
              162,827Cash
      at beginning of year
              
              
              457,354
              
              
              
              294,527Cash
      at end of year
              
              $
              337,773
              
              
              $
              457,354Supplemental
      disclosureIncome
      taxes paid
              
              $
              -
              
              
              $
              -Interest
      paid
              
              
              -
              
              
              
              -Non
      –cash operating and financing activities:
                eCommon
      stock issued as payment on stock payable
              
              
              300,000
              
              
              
              -
 
 
 See
accompanying summary of accounting policies and notes to financial
statements.
 -21-
  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, 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. Revenue is recognized when the diamonds are shipped. For most
items, Abazias offers the customer an unconditional 10 day return
policy.
 
 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 $612,214 and $175,235 for
the years ended December 2007 and 2006, 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.
 -22-
  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.
 
 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 $17,666 for the year ended December 31,
2007.
 
 
 NOTE 2 -
LOANS FROM STOCKHOLDER
 
 The
majority stockholder hasadvanced money to Abazias on an as-needed basis during
for the year ended December 31, 2007 and will continue to advance money to
support Abazias’ working capital and cash flow needs for the year ended December
31, 2008  The advances are due on demand, bear no interest and have no
collateral. Imputed interest expense of $5,337 and $6,195 using an interest rate
of 8% was recorded as a contribution to capital for 2007 and 2006, respectively.
The balance as of December 31, 2007 was $208,031.
 -23-
  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:Net
      operating loss carryforward
              
              $
              389,109Less:
      valuation allowance
              
              
              (389,109)Net
      current deferred tax asset
              
              $
              -
 
 Abazias
has net operating loss carry forwards of $1,111,741 as of
December 31, 2007 which expire in the year 2023 and 2027.
 
 NOTE 5 -
EQUITY
 
 Reverse
Stock Split
 
 On
September 10, 2006, Abazias 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. Any issued and outstanding warrants were
also adjusted accordingly.
  Common
Stock
 
 On March
2, 2006, 4,000 shares of common stock were issued to a consultant for a value of
$8,800.
 
 On
September 13, 2006 625 shares of common stock were issued to a consultant for a
value of $1,800.
 
 On
October 12, 2006, 1,375 shares of common stock were issued to a consultant for a
value of $3,439.
 
 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.
 
 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.
 
 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.
 -24-
 Warrants
 
 Summary
information regarding warrants is as follows:
  WeightedAverageExerciseWarrants
              
              
              PriceBalance
      at December 31, 2005:
              
              
              92,857
              
              
              $
              5.73Granted
              
              
              -
              
              
              
              -Exercised
              
              
              -
              
              
              
              -Balance
      at December 31, 2006
              
              
              92,857
              
              
              
              5.73Granted
              
              
              44,643
              
              
              
              2.25Exercised
              
              
              -
              
              
              
              -Expired
              
              
              (17,857
              )
              
              
              6.00Balance
      at December 31, 2007
              
              
              119,643
              
              
              $
              4.39
 
 Warrants
outstanding and exercisable as of December 31, 2007:
 
 Exercise
              
              Remaining
              
              Warrants
              
              WarrantsPrice Life
              
              
              
              
              Outstanding
              
              Exercisable$6
              
              
              .63
      years
              
              
              62,500
              
              
              62,500$4
              
              
              .79
      years
              
              
              12,500
              
              
              12,500$2.25
              
              
              2.83
      years
              
              
              44,643
              
              
              44,643119,643
              
              
              119,643
 -25-
  NOTE 6 –
RELATED PARTY TRANSACTION
 
 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 7 -
SUBSEQUENT EVENTS
 
 On
January 24, 2008, 3,000 shares of common stock were issued to a consultant for
services with a fair value of $5,100.
 
 On March
13, 2008, Abazias issued 29,762 shares of common stock which related to the
stock payable at December 31,2007.
 
 On
February 28, 2008, Abazias issued 29,762 shares of common stock for
$50,000.
   ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  None--Not
Applicable
  ITEM
8A. 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 the
fiscal period ending December 31, 2007 covered by this Annual Report
on Form 10-KSB. Based upon such evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were not effective as required
under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by
the Company’s Chief Executive Officer and Chief Financial Officer does
not relate to reporting periods after December 31,
2007.
  Management’s Report on
Internal Control Over Financial Reporting
  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.
 
 Our
management, including our CEO, conducted an evaluation of the effectiveness of
our internal control over financial reporting.  Based on its
evaluation, our management concluded that there is a material weakness in our
internal control over financial reporting. 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-KSB.
 
 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, 2007, that materially affected, or is reasonably
likely to materially affect, the Company s internal control over financial
reporting.
 -26-
  PART
III
  ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
  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
              40
              CEO
      and DirectorJesus
      Diaz
              39
              CFO
      and DirectorAaron
      Taravella
              29
              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.
 -27-
  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.
 -28-
  ITEM
10.  EXECUTIVE COMPENSATION
  Summary
Compensation Table
 
 2007
 
 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 PEO 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 LLC subsidiary for the latest two fiscal years ended
December 31, 2007 and 2006.
  Name
              Title
              Year
              Salary
              Bonus
              Stock
      awards
              Option
      awards
              Non
      equity incentive plan compensation
              Non
      qualified deferred compensation
              All
      other compensation
              TotalOscar
      Rodriguez
              CEO
              2006
              36,000
              0
              0
              0
              0
              0
              0
              36,000Jesus
                Diaz
              CFO
              2006
              
              0
              0
              0
              0
              0
              0
              0Aaron
      Taravella
              CIO
              2006
              
              0
              0
              0
              0
              0
              0
              0
 
 2005
  The
following table sets forth compensation paid to Mr. Rodriguez, our current
president and CEO.  No other executive officer received compensation in
excess of $60,000 during that period.
  Name
              Position
              Year
              CompensationOscar
      Rodriguez
              CEO
              2005
              $36,000
  No other
annual compensation, including a bonus or other form of compensation; and no
long-term compensation, including restricted stock awards, securities underlying
options, LTIP payouts, or other form of compensation, were paid to this
individual during these periods.
  Board
Compensation
  Members
of our Board of Directors do not receive cash compensation for their services as
Directors, although some Directors are reimbursed for reasonable expenses
incurred in attending Board or committee meetings.  -29-
 ITEM
11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS
  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 3,102,998 shares of common stock outstanding as of December 31 ,
2007.
  ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  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.
 -30-
 ITEM
13.  EXHIBITS AND REPORTS ON FORM 8-K
  (a) List
of documents filed as part of this Report:
 
 None
 
 (b)
Exhibits:
 
 The
following exhibits listed are filed as part of this Report:
 
 31.1     Rule 13a-14(a)/15d-14(a)
Certification of Chief Executive Officer Oscar Rodriguez
  32.1     Section 1350 Certification,
Oscar Rodriguez
 
 31.2     Rule 13a-14(a)/15d-14(a)
Certification of Chief Financial Officer, Jesus Diaz
  32.1     Section 1350 Certification,
Jesus Diaz
  ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit
fees
 
 2006 -
$19,555
 2005 -
$12,000
  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.
 -31-
 Signatures
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 TITLE
              NAME
              DATE
              SIGNATUREPrincipal
      Executive
              Oscar
      Rodriguez
              March31,
      2008
              /s/ Oscar RodriguezOfficePrincipal
      Accounting
              Jesus
      Diaz
              March
      31, 2008
              /s/ Jesus DiazOfficerPrincipal
      Financial
              Jesus
      Diaz
              March
      31, 2008
              /s/ Jesus DiazOfficer
  Pursuant
to the requirements of the Securities Act of 1933, 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
      31, 2008/s/ Jesus Diaz
              Jesus
      Diaz
              Director
              March
      31, 2008/s/ Aaron Taravella
              Aaron
      Taravella
              Director
              March
      31, 2008
 -32-