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 1934

     For the Fiscal Year Ended December 31, 2005
                               -----------------

|_|  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)

                                   333-112167
           Florida                                            65-0636277

(State or other jurisdiction   (Commission File No.)        (IRS Employer
     of incorporation)                                    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


<PAGE>


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|

The issuer's revenues for its most recent fiscal year was $ 3,057,657.

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: $3,574,423.

      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.

The number of shares outstanding of each of the issuer's classes of common
equity, as of December 31, 2005 85,744,253 of common stock.

                        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, Winfield's actual
results may differ materially from those indicated by the forward-looking
statements.


<PAGE>


      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.

Table of Contents

PART I........................................................................6
ITEM 1. BUSINESS..............................................................6
RISK FACTORS.................................................................14
      Our poor financial condition means that you will be unable to
      determine whether we will become profitable. Our accountants have
      issued a going concern opinion.........................................14

      Because our planned growth is in part contingent upon receiving
      additional funding, you will be unable to evaluate whether our
      business will be successful............................................15

      Our officers and directors can exert control over matters requiring
      stockholder approval...................................................15

      Oscar Rodriguez is our Chief Executive Officer, Jesus Diaz is our
      Chief Financial Officer and Aaron Taravella is our Chief Information
      Officer; if we lose their services, our revenues may be reduced........16

      Because our common stock is considered a penny stock, our common
      stock is considered a high-risk investment and is subject to
      restrictions on marketability; you may be unable to sell your
      shares.................................................................16

      Certain Delaware corporation law provisions could prevent a potential
      takeover of us which could adversely affect the market price of our
      common stock or deprive you of a premium over the market price.........16

      Shares eligible for future sales under Rule 144 if sold could reduce
      the market price of our shares.........................................16


<PAGE>


      We expect our quarterly financial results to fluctuate which may lead
      to volatility in our stock price.......................................17

      As a result of seasonal fluctuations in our net sales, our quarterly
      results may fluctuate and could be below expectations..................18

      Our failure to acquire diamonds and fine jewelry at commercially
      reasonable prices would result in higher costs and lower net sales
      and damage our competitive position....................................19

      Purchasers of diamonds and fine jewelry may not choose to shop
      online, which would prevent us from increasing net sales...............19

      We face significant competition and may be unsuccessful in competing
      against current and future competitors.................................20

      Our failure to meet customer expectations with respect to price would
      adversely affect our business and results of operations................21

      We rely exclusively on the sale of diamonds and fine jewelry for our
      net sales, and demand for these products could decline.................21

      The success of our business may depend on our ability to successfully
      expand our product offerings...........................................22

      If our fulfillment operations are interrupted for any significant
      period of time, our business and results of operations would be
      substantially harmed...................................................23

      We may fail to successfully expand our fulfillment capabilities,
      which would substantially harm our business and results of
      operations.............................................................23

      We rely on our suppliers and third-party carriers as part of our
      fulfillment process, and these third parties may fail to adequately
      serve our customers....................................................23

      If we are unable to accurately manage our inventory of fine jewelry,
      our reputation and results of operations could suffer..................24

      We face the risk of theft of our products from inventory or during
      shipment...............................................................24

      If the single facility where substantially all of our computer and
      communications hardware is located fails, our business, results of
      operations and financial condition would be harmed.....................24

      Increased product returns and the failure to accurately predict product
      returns could substantially harm our business and results of
      operations.............................................................25

      If use of the Internet, particularly with respect to online commerce,
      does not continue to increase as rapidly as we anticipate, our
      business will be harmed................................................25

      Our net sales may be negatively affected if we are required to charge
      taxes on purchases.....................................................25

      Government regulation of the Internet and e-commerce is evolving and
      unfavorable changes could substantially harm our business and results
      of operations..........................................................26

      Interruptions to our systems that impair customer access to our web
      site would damage our reputation and brand and substantially harm our
      business and results of operations.....................................26

      Our failure to address risks associated with credit card fraud could
      damage our reputation and brand and may cause our business and
      results of operations to suffer........................................27

ITEM 2. DESCRIPTION OF PROPERTY..............................................28

ITEM 3. LEGAL PROCEEDINGS....................................................28

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................28

PART II......................................................................28

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............28

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............31

ITEM 7. FINANCIAL STATEMENTS.................................................35

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.....................................................45

Item 8A. Controls and Procedures.............................................45

PART III.....................................................................45

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT............................45

ITEM 10. EXECUTIVE COMPENSATION..............................................46

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS......................................................................47

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................48

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................48

Item 14. Principal Accountant Fees and Services..............................49


<PAGE>


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 70,000
diamonds, most of which are independently certified; and more than 100 styles of
fine jewelry, including rings, wedding bands, earrings, necklaces, and
bracelets.


<PAGE>


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

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

Because out business model involves the resale of diamonds and fine jewelry that
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 it's 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 it's 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 avoiding 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.


<PAGE>

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

o     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

o     Broad Selection. We offer our customers more than 70,000 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 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.

o     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.

o     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 prices.

o     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.

      o     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.


o     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.

<PAGE>

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:


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

o     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.

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

o     Clarity. Ranging from "FL" for flawless clarity to "I1" for some visible
      inclusions or flaws.

o     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.


<PAGE>

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.

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.


<PAGE>

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. These
include policies relating to privacy, security, product availability, pricing,
shipping, refunds, exchanges and special orders.

Fulfillment Operations

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

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

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

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.


<PAGE>

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 2005 accounted for approximately 45% our net sales
In anticipation of increased sales activity during the fourth quarter, we incur
additional expenses, including customer support and jewelry assembly costs. In
addition, we make merchandising and inventory decisions for the holiday season
well in advance. We also have experienced relatively higher net sales in
February and May relating to Valentine's Day and Mother's Day. Due to the
seasonality of our sales, our quarterly results will fluctuate, perhaps
significantly.

Competition

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


o     independent jewelry stores;

o     retail jewelry store chains;

o     other online retailers that sell jewelry;

o     department stores, chain stores and mass retailers;

o     online auction sites;

o     catalog and television shopping retailers; and

o     Discount superstores and wholesale clubs.

<PAGE>

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

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

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

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

Government Regulation

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


<PAGE>

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, 2005, we employ directly or indirectly approximately 10
individuals, half of which are on a full-time basis. The employee make up breaks
down as follows: 2 are management, 2 are consultants, 2 are IT, and 4 are sales.

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

Legal Proceedings

From time to time, we may be involved in litigation relating to claims rising
out of our ordinary course of business. As of March 1, 2005, we were not a party
to any material legal proceedings.



RISK FACTORS
Our poor financial condition means that you will be unable to determine whether
we will become profitable. Our accountants have issued a going concern opinion.

Abazias incurred a net loss of $434,905 for the year ended December 31, 2005,
and has a net cash flow of $233,795 as of December 31, 2005. We believe we have
and can generate sufficient cash resources to operate for the next 12 months.

However, 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.

<PAGE>

Because our planned growth is in part contingent upon receiving additional
funding, you will be unable to evaluate whether our business will be successful.

Our business development is contingent upon raising debt or equity funding and
generating revenues. We have no sources of funding identified. You must consider
the risks, difficulties, delays and expenses frequently encountered by
development stage companies in our business, which have little or no operating
history, including whether we will be able to overcome the following challenges:

o     Inability to raise funds necessary to operate for the next 12 months or
      thereafter
o     Advertising and marketing costs that may exceed our current estimates
o     Unanticipated development expenses
o     Our ability to generate sufficient revenues to offset the substantial
      costs of operating our business

Because significant up-front expenses, including advertising, sales, and other
expenses are required to develop our business, we anticipate that we may incur
losses until revenues are sufficient to cover our operating costs. Future losses
are likely before our operations become profitable. As a result of our lack of
operating history, you will have no basis upon which to accurately forecast our:

o     Total assets, liabilities, and equity
o     Total revenues
o     Gross and operating margins
o     Labor costs

Accordingly, the proposed business plans described in this registration
statement may not either materialize or prove successful and we may never be
profitable. Also, you have no basis upon which to judge our ability to develop
our business and you will be unable to forecast our future growth.
Our officers and directors can exert control over matters requiring stockholder
approval.

Our officers and directors beneficially own approximately 58% of our outstanding
common stock. These individuals will be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control and may make some transactions more difficult or
impossible without the support of these stockholders.


<PAGE>


Oscar Rodriguez is our Chief Executive Officer, Jesus Diaz is our Chief
Financial Officer and Aaron Taravella is our Chief Information Officer; if we
lose their services, our revenues may be reduced.

Oscar Rodriguez is our Chief Executive Officer, Jesus Diaz is our Chief
Financial Officer and Aaron Taravella is our Chief Information Officer and are
managing our business. The success of our business is dependent upon the
expertise of Oscar Rodriguez, Jesus Diaz and Aaron Taravella. Because Oscar
Rodriguez, Jesus Diaz and Aaron Taravella are essential to our operations, we
must rely on their management decisions. We have not entered into any agreement
with Oscar Rodriguez, Jesus Diaz and Aaron Taravella that would prevent them
from ceasing to provide services to our company, nor have we obtained any key
man life insurance relating to them. If we lose their services, we may not be
able to find management with comparable experience. As a result, the loss of
their services could reduce our revenues.


Because our common stock is considered a penny stock, our common stock is
considered a high-risk investment and is subject to restrictions on
marketability; you may be unable to sell your shares.

We are subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to its customers
prior to executing trades in penny stocks. These disclosure requirements may
cause a reduction in the trading activity of our common stock, which in all
likelihood would make it difficult for our shareholders to sell their
securities. For additional details concerning the disclosure requirements under
the penny stock rules, see the section entitled Penny Stock Considerations
below.

Certain Delaware corporation law provisions could prevent a potential takeover
of us which could adversely affect the market price of our common stock or
deprive you of a premium over the market price.

We are incorporated in the State of Delaware. Certain provisions of Delaware
corporation law could adversely affect the market price of our common stock.
Because Delaware corporation law requires board approval of a transaction
involving a change in our control, it would be more difficult for someone to
acquire control of us. Delaware corporate law also discourages proxy contests
making it more difficult for you and other shareholders to elect directors other
than the candidate or candidates nominated by our board of directors. Our
articles of incorporation and by-laws contain no similar provisions.


<PAGE>


Shares eligible for future sales under Rule 144 if sold could reduce the market
price of our shares.

There are 35,744,253 shares of our common stock held by non-affiliates and
50,000,000 shares of our common stock held by affiliates that Rule 144 of the
Securities Act of 1933 defines as restricted securities. In 2005 Pursuant to
Rule 144 of the Securities Act of 1933 we sold in aggregate 5,428,572 shares at
an average price of .064 cents to two qualified investors. In 2006, pursuant to
rule 144 of the securities act of 1933 we sold 1,428,571 at a price of .07
cents. Of the shares owned by non-affiliates, all were sold more than two years
ago except as listed above, or were registered on Form S-8 and thus may be
transferred free of any restrictions except for restricted share issuances to
non-affiliates in 2005 as follows:


On January 26, 2005, 167,000 shares of common stock were issued to a consultant
for a value of $16,700.

On April 14, 2005, 650,000 shares of common stock were issued to a company for a
value of $48,750.

On July 1, 2005, 2,500,000 shares of common stock were issued to a consultant
for a value of $187,500.

On September 22, 2005, 200,000 shares of common stock were issued to four
consultants for a value of $20,000.

On September 22, 2005, 150,000 shares of common stock were issued to a
consultant for a value of $15,000.

On September 29, 2005, 250,000 shares of common stock were issued to a
consultant for a value of $18,000.

In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed 1% of the then outstanding shares of our common stock. Trading
volume in the common stock during the four calendar weeks preceding such sale.
Sales under Rule 144 are also affected by limitations on manner of sale, notice
requirements, and availability of current public information about us.
Non-affiliates who have held their restricted shares for two years may be
entitled to sell their shares under Rule 144 without regard to any of the above
limitations, provided they have not been affiliates for the year preceding such
sale.

As a result of the provisions of Rule 144, all of the restricted securities held
by affiliates are available for sale in a public market, subject to the
provisions of Rule 144. Those shares issued in 2005 as listed above are
available for sale in a public market one year after the date of issue, subject
to the provisions of Rule 144. The availability for sale of substantial amounts
of common stock under Rule 144 could reduce prevailing market prices for our
securities.

We expect our quarterly financial results to fluctuate which may lead to
volatility in our stock price.

      We expect our net sales and operating results to vary significantly from
quarter to quarter due to a number of factors, including changes in:


<PAGE>


o     demand for our products;

o     our ability to attract visitors to our web site and convert those visitors
      into customers;

o     our ability to retain existing customers or encourage repeat purchases;

o     our ability to manage our product mix and inventory;

o     consumer tastes and preferences for diamonds and fine jewelry;

o     our ability to manage our fulfillment operations;

o     general economic conditions;

o     advertising and other marketing costs;

o     the costs to acquire diamonds and precious metals;

o     our, or our competitors', pricing and marketing strategies;

o     conditions or trends in the diamond and fine jewelry industry;

o     conditions or trends in the Internet and e-commerce industry; and

o     costs of expanding or enhancing our technology or web site.

      As a result of the variability of these and other factors, our operating
results in future quarters may be below the expectations of public market
analysts and investors. In this event, the price of our common stock may
decline.

As a result of seasonal fluctuations in our net sales, our quarterly results may
fluctuate and could be below expectations.

      We have experienced and expect to continue to experience seasonal
fluctuations in our net sales. In particular, a disproportionate amount of our
net sales normally has been realized during the fourth quarter as a result of
the December holiday season, and we expect this seasonality to continue in the
future. About 45% of our sales of 2005 were generated in the fourth quarter. In
anticipation of increased sales activity during the fourth quarter, we may incur
significant additional expenses, including higher inventory of jewelry and
additional staffing in our fulfillment and customer support operations. If we
were to experience lower than expected net sales during any future fourth
quarter, it would have a disproportionately large impact on our operating
results and financial condition for that year. We also experience considerable
fluctuations in net sales in periods preceding other special annual occasions
such as Valentine's Day and Mother's Day. In the future, our seasonal sales
patterns may become more pronounced, may strain our personnel and fulfillment
activities and may cause a shortfall in net sales as compared to expenses in a
given period, which would substantially harm our business and results of
operations.


<PAGE>


Our failure to acquire diamonds and fine jewelry at commercially
reasonable prices would result in higher costs and lower net sales and damage
our competitive position.

      If we are unable to acquire diamonds and fine jewelry at commercially
reasonable prices, our costs may exceed our forecasts, our gross margins and
operating results may suffer and our competitive position could be damaged. The
success of our business model depends, in part, on our ability to offer prices
to customers that are significantly below those of traditional jewelry
retailers. A significant portion of the world's supply of rough diamonds is
controlled by a small number of diamond mining firms. As a result, any decisions
made to restrict the supply of rough diamonds by these firms to our suppliers
could substantially impair our ability to acquire diamonds at commercially
reasonable prices, if at all. We do not currently have any direct supply
relationship with these firms nor do we expect to enter into any such
relationship in the foreseeable future. Our ability to acquire diamonds and fine
jewelry is also substantially dependent on our relationships with various
suppliers. Our inability to maintain and expand these and other future diamond
and fine jewelry supply relationships on commercially reasonable terms or the
inability of our current and future suppliers to maintain arrangements for the
supply of products sold to us on commercially reasonable terms would
substantially harm our business and results of operations.

      Suppliers and manufacturers of diamonds as well as retailers of diamonds
and diamond jewelry have vertically integrated and we expect will continue to
vertically integrate their operations either by developing retail channels for
the products they manufacture or acquiring sources of supply, including, without
limitation, diamond mining operations for the products that they sell. To the
extent such vertical integration efforts are successful, some of the
fragmentation in the existing diamond supply chain could be eliminated and our
ability to obtain an adequate supply of diamonds and fine jewelry from multiple
sources could be limited.

Purchasers of diamonds and fine jewelry may not choose to shop online, which
would prevent us from increasing net sales.

      The online market for diamonds and fine jewelry is significantly less
developed than the online market for books, music, toys and other consumer
products. If this market does not gain widespread acceptance, our business may
suffer. Our success will depend in part on our ability to attract consumers who
have historically purchased diamonds and fine jewelry through traditional
retailers. Furthermore, we may have to incur significantly higher and more
sustained advertising and promotional expenditures or price our products more
competitively than we currently anticipate in order to attract additional online
consumers to our web site and convert them into purchasing customers. Specific
factors that could prevent consumers from purchasing diamonds and fine jewelry
from us include:

<PAGE>

o     concerns about buying luxury products such as diamonds and fine jewelry
      without a physical storefront, face-to-face interaction with sales
      personnel and the ability to physically handle and examine products;

o     delivery time associated with Internet orders;

o     product offerings that do not reflect consumer tastes and preferences;

o     pricing that does not meet consumer expectations;

o     concerns about the security of online transactions and the privacy of
      personal information;

o     delayed shipments or shipments of incorrect or damaged products; and

o     inconvenience associated with returning or exchanging purchased items.

We face significant competition and may be unsuccessful in competing against
current and future competitors.

<PAGE>


          The retail jewelry industry is intensely competitive, and we expect
competition in the sale of diamonds and fine jewelry to increase and intensify
in the future. Increased competition may result in price pressure, reduced gross
margins and loss of market share, any of which could substantially harm our
business and results of operations. Current and potential competitors include:

o     independent jewelry stores;

o     retail jewelry store chains;

o     other online retailers that sell jewelry;

o     department stores, chain stores and mass retailers;

o     catalog and television shopping retailers;

o     discount superstores and wholesale clubs; and

o     online auction sites.

      Many of our current and potential competitors have advantages over us,
including longer operating histories, greater brand recognition, existing
customer and supplier relationships, and significantly greater financial,
marketing and other resources. In addition, traditional store-based retailers
offer consumers the ability to physically handle and examine products in a
manner that is not possible over the Internet as well as a more convenient means
of returning and exchanging purchased products.

      Some of our competitors seeking to establish an online presence may be
able to devote substantially more resources to web site systems development and
exert more leverage over the supply chain for diamonds and fine jewelry than we
can. In addition, larger, more established and better capitalized entities may
acquire, invest or partner with traditional and online competitors as use of the
Internet and other online services increases. Our online competitors can
duplicate many of the products, services and content we offer, which could harm
our business and results of operations.

Our failure to meet customer expectations with respect to price would adversely
affect our business and results of operations.

      Demand for our products has been highly sensitive to pricing changes.
Changes in our pricing strategies have had and may continue to have a
significant impact on our net sales, gross margins and net income. If we fail to
meet customer expectations with respect to price in any given period, our
business and results of operations would suffer.

We rely exclusively on the sale of diamonds and fine jewelry for our net sales,
and demand for these products could decline.


<PAGE>


      Luxury products, such as diamonds and fine jewelry, are discretionary
purchases for consumers. The volume and dollar value of such purchases may
significantly decrease during economic downturns. The success of our business
depends in part on macroeconomic factors such as employment levels, salary
levels, tax rates and credit availability, all of which affect consumer spending
and disposable income. Any reduction in consumer spending or disposable income
may affect us more significantly than companies in other industries.

      Our net sales and results of operations are highly dependent on the demand
for diamonds and diamond jewelry, particularly engagement rings. Should
prevailing consumer tastes for diamonds decline or customs with respect to
engagement shift away from the presentation of diamond jewelry, demand for our
products would decline and our business and results of operations would be
substantially harmed.

      The significant cost of diamonds results in large part from their
scarcity. From time to time, attempts have been made to develop and market
synthetic stones and gems to compete in the market for diamonds and diamond
jewelry. We expect such efforts to continue in the future. If any such efforts
are successful in creating widespread demand for alternative diamond products,
demand and price levels for our products would decline and our business and
results of operations would be substantially harmed.

      In recent years, increasing attention has been focused on "conflict"
diamonds, which are diamonds extracted from war-torn regions in Africa and sold
by rebel forces to fund insurrection. Diamonds are, in some cases, also believed
to be used to fund terrorist activities in some regions. Although we believe
that the suppliers from whom we purchase our diamonds seek to exclude such
diamonds from their inventories, we cannot independently verify whether any
diamond we offer was extracted from these regions. Current efforts to increase
consumer awareness of this issue and encourage legislative response could
adversely affect consumer demand for diamonds.

      Our jewelry offerings must reflect the tastes and preferences of a wide
range of consumers whose preferences may change regularly. Our strategy has been
to offer primarily what we consider to be classic styles of fine jewelry, but
there can be no assurance that these styles will continue to be popular with
consumers in the future. If the styles we offer become less popular with
consumers and we are not able to adjust our inventory in a timely manner, our
net sales may decline or fail to meet expected levels.

The success of our business may depend on our ability to successfully expand our
product offerings.

      Our ability to significantly increase our net sales and maintain and
increase our profitability may depend on our ability to successfully expand our
product lines beyond our current offerings. If we offer a new product category
that is not accepted by consumers, the our reputation could be adversely
affected, our net sales may fall short of expectations and we may incur
substantial expenses that are not offset by increased net sales. Expansion of
our product lines may also strain our management and operational resources. If
our fulfillment operations are interrupted for any significant period of time,
our business and results of operations would be substantially harmed.


<PAGE>


      Our success depends on our ability to successfully receive and fulfill
orders and to promptly and securely deliver our products to our customers. Our
inventory management, jewelry assembly, packaging, labeling and product return
processes are performed in a single fulfillment center. This facility is
susceptible to damage or interruption from human error, fire, flood, power loss,
telecommunications failure, terrorist attacks, acts of war, break-ins,
earthquake and similar events. We do not currently maintain back-up power
systems at our fulfillment center. We do not presently have a formal disaster
recovery plan or business interruption. We may transfer our fulfillment
operations to a larger fulfillment center in the future. Any interruptions in
our fulfillment center operations for any significant period of time, including
interruptions resulting from the transfer to a new facility, could damage our
reputation and brand and substantially harm our business and results of
operations.

We may fail to successfully expand our fulfillment capabilities, which would
substantially harm our business and results of operations.

      We currently provide, through a single fulfillment center, our own order
fulfillment services for substantially all products we sell. If we fail to
quickly and efficiently fill customer orders, our operating results may suffer.
We believe that increased demand and other considerations will require us to
significantly expand our fulfillment capabilities and facilities in the near
future. Our need to rapidly adapt and expand our fulfillment capabilities is
particularly acute during the fourth quarter. If we do not successfully expand
our fulfillment capabilities to accommodate increases in demand, we may not be
able to substantially increase our net sales. Our efforts at expanding our
fulfillment capabilities may cause disruptions in other areas of our business
which could substantially harm our business and results of operations.

We rely on our suppliers and third-party carriers as part of our fulfillment
process, and these third parties may fail to adequately serve our customers.

      In general, we rely on our suppliers to promptly ship us diamonds ordered
by our customers. Any failure by our suppliers to sell and ship such products to
us in a timely manner will have an adverse effect on our ability to fulfill
customer orders and harm our business and results of operations. Our suppliers,
in turn, rely on third-party carriers to ship diamonds to us, and in some cases,
directly to our customers. We also rely on third-party carriers for product
shipments to our customers. We and our suppliers are therefore subject to the
risks, including employee strikes and inclement weather, associated with such
carriers' abilities to provide delivery services to meet our and our suppliers'
shipping needs. Our suppliers' and third-party carriers' failure to deliver
products to us or our customers in a timely manner or to otherwise adequately
serve our customers would damage our reputation and brand and substantially harm
our business and results of operations.


<PAGE>


If we are unable to accurately manage our inventory of fine jewelry, our
reputation and results of operations could suffer.

      Except for loose diamonds, substantially all of the fine jewelry we sell
is from our physical inventory. Changes in consumer tastes for these products
subject us to significant inventory risks. The demand for specific products can
change between the time we order an item and the date we receive it. If we
under-stock one or more of our products, we may not be able to obtain additional
units in a timely manner on terms favorable to us, if at all, which would damage
our reputation and substantially harm our business and results of operations. In
addition, if demand for our products increases over time, we may be forced to
increase inventory levels. If one or more of our products does not achieve
widespread consumer acceptance, we may be required to take significant inventory
markdowns, or may not be able to sell the product at all, which would
substantially harm our results of operations.

We face the risk of theft of our products from inventory or during shipment.

      We may experience theft of our products while they are being held in our
fulfillment center or during the course of shipment to our customers by
third-party shipping carriers. We have taken steps to prevent such theft and
maintain insurance to cover losses resulting from theft. However, if security
measures fail, losses exceed our insurance coverage or we are not able to
maintain insurance at a reasonable cost, we could incur significant losses from
theft, which would substantially harm our business and results of operations.

If the single facility where substantially all of our computer and
communications hardware is located fails, our business, results of operations
and financial condition would be harmed.

          Our ability to successfully receive and fulfill orders and to provide
high quality customer service depends in part on the efficient and uninterrupted
operation of our computer and communications systems. Substantially all of the
computer hardware necessary to operate our web site is located at a single
leased facility. Our systems and operations are vulnerable to damage or
interruption from human error, fire, flood, power loss, telecommunications
failure, terrorist attacks, acts of war, break-ins, earthquake and similar
events. We do not presently have redundant systems in multiple locations or a
formal disaster recovery plan, and our business interruption insurance may be
insufficient to compensate us for losses that may occur. In addition, our
servers are vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions, which could lead to interruptions, delays, loss of critical
data, the inability to accept and fulfill customer orders or the unauthorized
disclosure of confidential customer data. The occurrence of any of the foregoing
risks could substantially harm our business and results of operations.

<PAGE>


Increased product returns and the failure to accurately predict product returns
could substantially harm our business and results of operations.

      We offer our customers an unconditional 10-day return policy that allows
our customers to return most products if they are not satisfied for any reason.
We make allowances for product returns in our financial statements based on
historical return rates. Actual merchandise returns are difficult to predict and
may significantly exceed our allowances. Any significant increase in merchandise
returns above our allowances would substantially harm our business and results
of operations.

If use of the Internet, particularly with respect to online commerce, does not
continue to increase as rapidly as we anticipate, our business will be harmed.

      Our future net sales and profits are substantially dependent upon the
continued use of the Internet as an effective medium of business and
communication by our target customers. Internet use may not continue to develop
at historical rates and consumers may not continue to use the Internet and other
online services as a medium for commerce. Highly publicized failures by some
online retailers to meet consumer demands could result in consumer reluctance to
adopt the Internet as a means for commerce, and thereby damage our reputation
and brand and substantially harm our business and results of operations.

      In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including:

o     actual or perceived lack of security of information or privacy protection;

o     possible disruptions, computer viruses or other damage to the Internet
      servers or to users' computers; and

o     excessive governmental regulation.

      Our success will depend, in large part, upon third parties maintaining the
Internet infrastructure to provide a reliable network backbone with the speed,
data capacity, security and hardware necessary for reliable Internet access and
services. Our business, which relies on a contextually rich web site that
requires the transmission of substantial data, is also significantly dependent
upon the availability and adoption of broadband Internet access and other high
speed Internet connectivity technologies.

Our net sales may be negatively affected if we are required to charge taxes on
purchases.

          We do not collect or have imposed upon us sales or other taxes related
to the products we sell, except for certain corporate level taxes and sales
taxes with respect to purchases by customers located in the State of Florida.
However, one or more states or foreign countries may seek to impose sales or
other tax collection obligations on us in the future. A successful assertion by
one or more states or foreign countries that we should be collecting sales or
other taxes on the sale of our products could result in substantial tax
liabilities for past sales, discourage customers from purchasing products from
us, decrease our ability to compete with traditional retailers or otherwise
substantially harm our business and results of operations.

<PAGE>


      Currently, decisions of the U.S. Supreme Court restrict the imposition of
obligations to collect state and local sales and use taxes with respect to sales
made over the Internet. However, implementation of the restrictions imposed by
these Supreme Court decisions is subject to interpretation by state and local
taxing authorities. While we believe that these Supreme Court decisions
currently restrict state and local taxing authorities outside the State of
Washington from requiring us to collect sales and use taxes from purchasers
located within their jurisdictions, taxing authorities outside the State of
Washington could disagree with our interpretation of these decisions. Moreover,
a number of states, as well as the U.S. Congress, have been considering various
initiatives that could limit or supersede the Supreme Court's position regarding
sales and use taxes on Internet sales. If any state or local taxing jurisdiction
were to disagree with our interpretation of the Supreme Court's current position
regarding state and local taxation of Internet sales, or if any of these
initiatives were to address the Supreme Court's constitutional concerns and
result in a reversal of its current position, we could be required to collect
sales and use taxes from purchasers located in states other than Washington. The
imposition by state and local governments of various taxes upon Internet
commerce could create administrative burdens for us and could decrease our
future net sales.

Government regulation of the Internet and e-commerce is evolving and unfavorable
changes could substantially harm our business and results of operations.

      We are subject to general business regulations and laws as well as
regulations and laws specifically governing the Internet and e-commerce.
Existing and future laws and regulations may impede the growth of the Internet
or other online services. These regulations and laws may cover taxation,
restrictions on imports and exports, customs, tariffs, user privacy, data
protection, pricing, content, copyrights, distribution, electronic contracts and
other communications, consumer protection, the provision of online payment
services, broadband residential Internet access and the characteristics and
quality of products and services. It is not clear how existing laws governing
issues such as property ownership, sales and other taxes, libel and personal
privacy apply to the Internet and e-commerce. Unfavorable resolution of these
issues may substantially harm our business and results of operations.

Interruptions to our systems that impair customer access to our web site would
damage our reputation and brand and substantially harm our business and results
of operations.

<PAGE>



      The satisfactory performance, reliability and availability of our web
site, transaction processing systems and network infrastructure are critical to
our reputation and our ability to attract and retain customers and to maintain
adequate customer service levels. Any future systems interruption that results
in the unavailability of our web site or reduced order fulfillment performance
could result in negative publicity, damage our reputation and brand and cause
our business and results of operations to suffer. Although we have not
experienced any material disruption in our services to date, we may be
susceptible to such disruptions in the future. We may also experience temporary
system interruptions for a variety of other reasons in the future, including
power failures, software errors or an overwhelming number of visitors trying to
reach our web site during periods of strong seasonal demand or promotions.
Because we are dependent in part on third parties for the implementation and
maintenance of certain aspects of our systems and because some of the causes of
system interruptions may be outside of our control, we may not be able to remedy
such interruptions in a timely manner, or at all.

Our failure to address risks associated with credit card fraud could damage our
reputation and brand and may cause our business and results of operations to
suffer.

      Under current credit card practices, we are liable for fraudulent credit
card transactions because we do not obtain a cardholder's signature. We do not
currently carry insurance against this risk. To date, we have experienced
minimal losses from credit card fraud, but we face the risk of significant
losses from this type of fraud as our net sales increase. Our failure to
adequately control fraudulent credit card transactions could damage our
reputation and brand and substantially harm our business and results of
operations.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this registration statement are "forward-looking
statements." These forward-looking statements involve certain known and unknown
risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These factors include, among others, the factors set forth above
under "Risk Factors." The words "believe," "expect," "anticipate," "intend,"
"plan," and similar expressions identify forward-looking statements. We caution
you not to place undue reliance on these forward-looking statements. We
undertake no obligation to update and revise any forward-looking statements or
to publicly announce the result of any revisions to any of the forward-looking
statements in this document to reflect any future or developments. However, the
Private Securities Litigation Reform Act of 1995 is not available to us as a
non-reporting issuer.


<PAGE>


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 our CEO and our
monthly rent is approximately $1,500.00.

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.

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

            High    Low

3/31/05 --  .105   .06
6/30/05 --   .10   .06
9/30/05 --   .13   .55
12/31/05 -- .128   .65


<PAGE>


3/31/04 --  .18    .08
6/30/04 --  .08    .06
9/30/04 --  .07    .04
12/31/04 -- .19    .04


*     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:

o     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;
o     Disclose commissions payable to the broker-dealer and our registered
      representatives and current bid and offer quotations for the securities;
o     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
o     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.


<PAGE>


Recent Sales of Unregistered Securities

On January 26, 2005, 167,000 shares of common stock were issued to a consultant
for a value of $16,700.

On April 14, 2005, 650,000 shares of common stock were issued to a company for a
value of $48,750.

On July 1, 2005, 2,500,000 shares of common stock were issued to a consultant
for a value of $187,500.

On September 22, 2005, 200,000 shares of common stock were issued to four
consultants for a value of $20,000.

On September 22, 2005, 150,000 shares of common stock were issued to a
consultant for a value of $15,000.

On September 29, 2005, 250,000 shares of common stock were issued to a
consultant for a value of $18,000.


All values were based upon our trading price at the date of issue.

These shares were issued in reliance upon Section 4(2) of the 1933 Act in view
of the following:

      o None of these issuances involved underwriters, underwriting discounts or
      commissions.
      o Restrictive legends are placed on all certificates issued.
      o The distribution did not involve general solicitation or advertising.
      o The distributions were made only to accredited investors or investors
      who were believed to be sophisticated enough to evaluate the risks of the
      investment.

Holders
As of December 31st, 2005, we have 85,744,253 shares of Common Stock issued and
outstanding held by 66 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.


<PAGE>


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:

o     Our ability to maintain, attract and integrate internal management,
      technical information and management information systems;

o     Our ability to generate customer demand for our services;

o     The intensity of competition; and

o     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.


<PAGE>


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 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.

                                   ABAZIAS, INC.
                              STATEMENTS OF OPERATIONS
                                                          Years Ended
                                                     December 31, 2005 and 2004

                                                        2005           2004
                                                    ------------   ------------
Sales                                               $  3,057,657   $  2,061,958
Cost of sales                                          2,679,989      1,820,985
                                                    ------------   ------------
Gross profit                                             377,668        240,973

General and administrative                               499,723        243,818
Share based compensation                                 305,951      1,003,650
                                                    ------------   ------------
      Net operating loss                                (428,006)    (1,006,495)

Interest expense                                          (6,899)        (6,045)
                                                    ------------   ------------
Net Loss                                            $   (434,905)  $ (1,012,540)
                                                    ============   ============

Basic and diluted loss per share                    $      (0.01)  $      (0.01)

Weighted average shares outstanding                   78,865,057     74,151,862

<PAGE>


Year ended December 31, 2005 vs. Year ended December 31, 2004.

Our sales for the year ended December 31, 2005 vs. year ended December 31, 2004
increased 49% from $2,061,958 to $3,057,657 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, 2005 vs. year ended December
31, 2004 increased 47% from $1,820,985 to $2,679,989 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 and share-based compensation expenses for the
year ended December 31, 2005 vs. year ended December 31, 2004 decreased 35% from
$1,247,468 to $805,710 due to reduction in stock issued to management and
various consultants.

Our interest expense for the year ended December 31, 2005 vs. year ended
December 31, 2004 increased 14% from $6,045 to $6,899.

Accordingly, our net loss for the year ended December 31, 2005 vs. year ended
December 31, 2004 decreased 57% from $1,012,540 to $434,905 primarily due to
reduction in stock issued to management and various consultants.


Liquidity and Capital Resources

Abazias incurred a net loss of $434,905 for the year ended December 31, 2005. At
December 31, 2005, we had a stockholders equity of $239,534. We had $294,527 of
cash available as of December 31, 2005. We also, as of that date, had $158,066
of accounts receivable, and $293,160 of accounts payables respectively.

However, 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.


<PAGE>


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 confidant 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.
Notwithstanding his willingness to make advances in the past, he is under no
legal obligation to make further advances in the future. The advances are due on
demand, bear no interest and have no collateral. At December 31, 2005, the
amount of the advance was $78,235 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.

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.


<PAGE>

b) Since we do not hold significant inventory, 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. Although we hold very little inventory, 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.


<PAGE>


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, 2005 and the related statement of operations, stockholders' deficit, and
cash flows for the years ended December 31, 2005 and 2004. 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. 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, 2005, 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

February 8, 2005


<PAGE>



                                  ABAZIAS, INC.
                                  BALANCE SHEET
                                December 31, 2005


      ASSETS
Current assets
  Cash                                                              $   294,527
  Accounts receivable                                                   158,066
  Inventory                                                             190,460
                                                                    -----------
      Total current assets                                              643,053

Property & equipment, net of accumulated
  depreciation of $2,405                                                  3,360
                                                                    -----------
      Total Assets                                                  $   646,413
                                                                    ===========
      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   293,160
  Note payable                                                            8,000
  Loans from stockholders                                                78,235
  Deferred revenues                                                      27,484
                                                                    -----------
      Total Current Liabilities                                         406,879
                                                                    -----------
Commitments and Contingencies                                                --

Stockholders' Equity
  Preferred Stock, $.001 par value, 1,000,000 authorized,
     no shares, issued and outstanding                                       --
   Common stock, $.001 par value, 150,000,000 shares
    authorized, 85,744,253 issued and outstanding                        85,744
  Additional paid-in capital                                          3,836,150
  Accumulated deficit                                                (3,682,360)
                                                                    -----------
      Total Stockholders' Equity                                        239,534
                                                                    -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   646,413
                                                                    ===========


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


<PAGE>


                                  ABAZIAS, INC.
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2005 and 2004


                                                        2005           2004
                                                    ------------   ------------
Sales                                               $  3,057,657   $  2,061,958
Cost of sales                                          2,679,989      1,820,985
                                                    ------------   ------------
Gross profit                                             377,668        240,973

General and administrative                               499,723        243,818
Share-based compensation                                 305,951      1,003,650
                                                    ------------   ------------
      Net operating loss                                (428,006)    (1,006,495)

Interest expense                                          (6,899)        (6,045)
                                                    ------------   ------------
Net Loss                                            $   (434,905)  $ (1,012,540)
                                                    ============   ============

Basic and diluted loss per share                    $      (0.01)  $      (0.01)

Weighted average shares outstanding                   78,865,057     74,151,862


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


<PAGE>


                                  ABAZIAS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                     Years Ended December 31, 2004 and 2005

<TABLE>
<CAPTION>
                                               Additional
                          Common Stock           Paid-in      Retained
                        Shares     Amount        Capital       Deficit       Totals
                     -----------  -----------  -----------  ------------   -----------
<S>                   <C>         <C>          <C>          <C>            <C>
Balances,
  December 31, 2003   66,617,109  $    66,617  $ 2,082,733  $ (2,234,915)  $   (85,565)

Shares issued for
  Services             8,853,000        8,853      994,797                   1,003,650

Imputed interest                                     6,044                       6,044

Net loss                                                      (1,012,540)   (1,012,540)
                     -----------  -----------  -----------  ------------   -----------
Balances,
  December 31, 2004   75,470,109       75,470    3,083,574    (3,247,455)      (88,411)

Shares issued for
  Services             3,917,000        3,917      302,034                     305,951

Shares issued for
  Cash                 6,357,144        6,357      443,643                     450,000

Imputed interest                                     6,899                       6,899

Net loss                                                        (434,905)     (434,905)
                     -----------  -----------  -----------  ------------   -----------
Balances,
  December 31, 2005   85,744,253  $    85,744  $ 3,836,150  $ (3,682,360)  $   239,534
                     ===========  ===========  ===========  ============   ===========
</TABLE>



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


<PAGE>


                                  ABAZIAS, INC
                             STATEMENTS OF CASH FLOW
                     Years Ended December 31, 2005 and 2004


                                                          2005          2004
                                                      -----------   -----------
Cash Flows From Operating Activities
  Net loss                                            $  (434,905)  $(1,012,540)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Common stock issued for services                      305,951     1,003,650
    Imputed interest on stockholder loan                    6,899         6,044
    Depreciation                                              961           961
    Changes in:
      Accounts receivable                                 (83,566)      (58,401)
      Inventory purchases                                (176,226)      (14,234)
      Accounts payable                                    137,197       103,352
      Accrued expenses                                     27,484            --
                                                      -----------   -----------
  Net Cash Provided (Used)
      In Operating Activities                            (216,205)       28,832
                                                      -----------   -----------
Cash Flows From Financing Activities
  Proceeds from sale of common stock                      450,000            --
  Proceeds from stockholders loan                              --        31,900
                                                      -----------   -----------
  Net Cash Provided By Financing Activities               450,000        31,900
                                                      -----------   -----------
Net change in cash                                        233,795        60,732
Cash at beginning of year                                  60,732            --
                                                      -----------   -----------
Cash at end of year                                   $   294,527   $    60,732
                                                      ===========   ===========
Cash paid during the year for:
      Interest                                        $        --   $        --
      Income taxes                                    $        --   $        --



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


<PAGE>



                                  ABAZIAS, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF 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, 2005.

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.

Revenue recognition. Revenue is recognized when the diamonds are shipped. For
most items, Abazias offers the customer an unconditional 10 day return policy.

Advertising Costs are expensed as incurred. Advertising costs were $52,336 and
$41,191 for the years ended December 2005 and 2004, respectively.

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.

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.


<PAGE>


Basic and Diluted Income (Loss) Per Share. Basic and diluted income (loss) per
share equals net income (loss) divided by weighted average shares outstanding
during the period. Diluted income (loss) per share includes the impact of common
stock equivalents using the treasury stock method when the effect is dilutive.
There were no common stock equivalents during 2005 or 2004.

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. In December 2004, the FASB issued
SFAS No.123R, "Accounting for Stock-Based Compensation." SFAS No.123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. This Statement focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. SFAS No.123R requires that the
fair value of such equity instruments be recognized as expense in the historical
financial statements as services are performed. Prior to SFAS No.123R, only
certain pro forma disclosures of fair value were required. SFAS No.123R shall be
effective for small business issuers as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005.


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


NOTE 2 - NOTE PAYABLE

On August 5, 2003, Abazias issued a promissory note in the amount of $8,000. The
note is due on demand, bears no interest and has no collateral.


NOTE 3 - LOANS FROM STOCKHOLDER

The majority stockholder advances money to Abazias on an as-needed basis. The
advances are due on demand, bear no interest and have no collateral. Imputed
interest expense of $6,899 and $6,044 using an interest rate of 8% was recorded
as a contribution to capital for 2005 and 2004 respectively. The balance as of
December 31, 2005 and 2004 was $78,235.


<PAGE>


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, 2005 are
as follows:

      Deferred tax assets:

            Net operating loss carryforward          $   84,629
            Less:  valuation allowance                  (84,629)
                                                     ----------
      Net current deferred tax asset                 $        -
                                                     ==========

Abazias has net operating loss carryforwards of $248,908 as December 31, 2005
which expire in the year 2023 and 2025.


NOTE 5 - EQUITY

On February 3, 2004, 6,500,000 shares of common stock were issued to a
consultant for a value of $780,000.

On April 21, 2004, 720,000 shares of common stock were issued to two consultants
for a value of $36,000.

On May 21, 2004, 1,100,000 shares of common stock were issued to two consultants
for a value of $154,000.

On October 5, 2004, 333,000 shares of common stock were issued to a public
relations firm for a value of $16,650.

On December 8, 2004, 200,000 shares of common stock were issued to a consultant
for a value of $17,000.

On January 26, 2005, 167,000 shares of common stock were issued to a consultant
for a value of $16,700.

On April 14, 2005, 650,000 shares of common stock were issued to a consultant
for a value of $48,750.

On July 1, 2005, 2,500,000 shares of common stock were issued to a consultant
for a value of $187,500.

On July 12, 2005, 1,500,000 shares of common stock with 2,500,000 warrants were
sold for $150,000. The warrants have and exercise price of $.15 and expire in
three years. The relative fair value of the common stock is $90,000 and the
relative fair value of the warrants is $60,000.

On September 21, 2005, 2,000,000 shares of common stock with 500,000 warrants
were sold for $100,000. The warrants have and exercise price of $.10 and expire
in three years. The relative fair value of the common stock is $70,871 and the
relative fair value of the warrants is 29,129.


<PAGE>


On September 22, 2005, 200,000 shares of common stock were issued to four
consultants for a value of $20,000.

On September 22, 2005, 150,000 shares of common stock were issued to a
consultant for a value of $15,000.

On September 29, 2005, 250,000 shares of common stock were issued to a
consultant for a value of $18,000.

On December 5, 2005, 1,428,572 shares of common stock with 714,286 warrants were
sold for $100,000. The warrants have and exercise price of $.15 and expire in
two years. The relative fair value of the common stock is $69,642 and the
relative fair value of the warrants is $30,385

On December 5, 2005, 1,428,572 shares of common stock were sold for $100,000.


Summary information regarding warrants is as follows:
                                                                Weighted
                                                                 Average
                                                                Exercise
                                              Warrants             Price
                                           -----------       -----------
Year ended December 31, 2005:
Granted                                    $ 3,714,268       $       .14
                                           -----------       -----------
Outstanding at December 31, 2005           $ 3,714,268       $       .14
                                           ===========       ===========

Warrants outstanding and exercisable as of December 31, 2005:

Exercise    Remaining                         Warrants          Warrants
Price Life                                 Outstanding       Exercisable
--------    -------------                   ----------       -----------
  $.15      1.97-2.53 years                  3,214,286         3,214,286
   .10      4 - 5 years                        500,000           500,000
                                            ----------       -----------
                                             3,714,286         3,714,286
                                           ===========      ============


NOTE 6 - MAJOR SUPPLIERS & CUSTOMERS

During 2005, no one supplier provided 10% of total purchases.


NOTE 7 - SUBSEQUENT EVENT

During March 2006, Abazias issued 160,000 shares of common stock to a consultant
for a value of $9,600.

During March of 2006, Abazias issued 1,428,571 to a private investor in exchange
for consideration of $100,000.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None--Not Applicable

Item 8A. Controls and Procedures

The Corporation maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, the Corporation's Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the Corporation's disclosure controls and
procedures. Based on the evaluation, which disclosed no significant deficiencies
or material weaknesses, the Corporation's Chief Executive Officer and Chief
Financial Officer concluded that the Corporation's disclosure controls and
procedures are effective as of the end of the period covered by this report.
There were no changes in the Corporation's internal control over financial
reporting that occurred during the Corporation's most recent fiscal year that
have materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.

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                      Position
Oscar Rodriguez           39                       CEO and Director
Jesus Diaz                37                       CFO and Director
Aaron Taravella           28                       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.


<PAGE>


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

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

Directors serve for a one-year term.

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

Board Committees

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

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in legal proceedings that would be
material to an evaluation of our management.

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, 2004 beneficial owners complied with
Section 16(a) filing requirements applicable to them.


<PAGE>


                          ITEM 10.  EXECUTIVE COMPENSATION
Executive Compensation

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             Compensation
Oscar Rodriguez     CEO               2005             $36,000.00
                                      2004             $36,000.00

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.


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
                                                                      Issued
----------------                            ----------------     -------------
Oscar Rodriguez                                   35,000,000           41.0 %
Jesus Diaz                                        10,000,000            11.6%
Aaron Taravella                                    5,000,000             5.8%
Rob Rill                                           6,600,000             7.7%
Doug Zemsky                                        5,000,000             5.8%
Marc Baker                                         5,687,000             6.6%


All officers and directors as a group [3 50,000,000 58.3% persons] 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.


<PAGE>


Applicable percentages are based upon 85,744,253 shares of common stock
outstanding as of December 31st, 2005.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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.

Mr. Rodriguez advances money to Abazias on an as-needed basis. The advances are
due on demand, bear no interest and have no collateral. At December 31, 2005,
the amount of the advance was $78,235.

In 2003 and 2004, we issued the following shares to the following consultants:

Name             Number of Shares   Valued At
Rob Rill         7,000,000          $1,050,000
Doug Zemsky      6,500,000          $975,000
Marc Baker       6,500,000          $780,000

The shares were valued based upon our trading price at date of issue. 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 $1,500.00.

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.

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


<PAGE>


        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

2004 - $9,000
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.



<PAGE>



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            Signature
--------------------  ---------------  --------------  -------------------

Principal Executive
Office                Oscar Rodriguez  March 27, 2006  /s/ Oscar Rodriguez

Principal Accounting
Officer               Jesus Diaz       March 27, 2006  /s/ Jesus Diaz

Principal Financial
Officer               Jesus Diaz       March 27, 2006  /s/ Jesus Diaz


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 27, 2006

/s/ Jesus Diaz        Jesus Diaz       Director     March 27, 2006

/s/ Aaron Taravella   Aaron Taravella  Director     March 27, 2006