UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549Form
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, 2004
| |  | -------------------------------------------

| | [  ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
| | ---- | ----------------------------------------------------------------------------------------

Abazias, Inc.
                          (Exact name of registrant as
                            specified in its charter)

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

5214 SW 91stTerrace, Suite A Gainesville, FL 32608(Address
of principal executive offices) (Zip Code)

352-264-9940(Registrant's telephone number)

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

Title of each class            
           Name of each exchange on which registered

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

COMMON
                                                      (Title of class)

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. [X]
Yes [   ] No

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [X]

The issuers revenues for its
most recent fiscal year was $ 2,061,958.

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 April 11, 2005: $1,782,908.

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, 2004 75,470,109 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.

The
key factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services, our ability
to expand its customer base, managements ability to raise capital in the future, the
retention of key employees and changes in the regulation of our industry.

There
may be other risks and circumstances that management may be unable to predict.  When
used in this Report, words such as,  believes,  expects,
intends,  plans, anticipates, 
estimates and similar expressions are intended to identify and qualify
forward-looking statements, although there may be certain forward-looking statements not
accompanied by such expressions.  However, the forward-looking statements contained
herein are not covered by the safe harbors created by Section 21E of the Securities
Exchange Act of 1934.

2

# Table of Contents

|PART I                                                                                                         |  |  |  | 4   | 
|-------------------------------------------------------------------------------------------------------------- |  |  |  | --- | 
|ITEM 1.  BUSINESS                                                                                              |  |  |  | 4   | 
|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                                                            |  |  |  | 12  | 
|Because our planned growth is in part contingent upon receiving additional funding, you will be unable to      |  | 
|evaluate whether our business will be successful                                                               |  |  |  | 12  | 
|Our officers and directors can exert control over matters requiring stockholder approval                       |  |  |  | 13  | 
|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                       |  |  |  | 13  | 
|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                         |  |  |  | 13  | 
|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                  |  |  |  | 14  | 
|Shares eligible for future sales under Rule 144 if sold could reduce the market price of our shares            |  |  |  | 14  | 
|We expect our quarterly financial results to fluctuate which may lead to volatility in our stock price         |  |  |  | 15  | 
|As a result of seasonal fluctuations in our net sales, our quarterly results may fluctuate and could be below  |  | 
|expectations                                                                                                   |  |  |  | 16  | 
|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                                                  |  |  |  | 16  | 
|Purchasers of diamonds and fine jewelry may not choose to shop online, which would prevent us from increasing  |  | 
|net sales                                                                                                      |  |  |  | 16  | 
|We face significant competition and may be unsuccessful in competing against current and future competitors    |  |  |  | 17  | 
|Our failure to meet customer expectations with respect to price would adversely affect our business and        |  | 
|results of operations                                                                                          |  |  |  | 18  | 
|We rely exclusively on the sale of diamonds and fine jewelry for our net sales, and demand for these products  |  | 
|could decline                                                                                                  |  |  |  | 18  | 
|The success of our business may depend on our ability to successfully expand our product offerings             |  |  |  | 19  | 
|If our fulfillment operations are interrupted for any significant period of time, our business and results of  |  | 
|operations would be substantially harmed                                                                       |  |  |  | 19  | 
|We may fail to successfully expand our fulfillment capabilities, which would substantially harm our business   |  | 
|and results of operations                                                                                      |  |  |  | 19  | 
|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                                                                     |  |  |  | 19  | 
|If we are unable to accurately manage our inventory of fine jewelry, our reputation and results of operations  |  | 
|could suffer                                                                                                   |  |  |  | 20  | 
|We face the risk of theft of our products from inventory or during shipment                                    |  |  |  | 20  | 
|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                                    |  |  |  | 20  | 
|Increased product returns and the failure to accurately predict product returns could substantially harm our   |  | 
|business and results of operations                                                                             |  |  |  | 20  | 
|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                                                                  |  |  |  | 20  | 
|Our net sales may be negatively affected if we are required to charge taxes on purchases                       |  |  |  | 21  | 
|Government regulation of the Internet and e-commerce is evolving and unfavorable changes could substantially   |  | 
|harm our business and results of operations                                                                    |  |  |  | 21  | 
|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                                                  |  |  |  | 22  | 
|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                                                         |  |  |  | 22  | 
|ITEM 2.  DESCRIPTION OF PROPERTY                                                                               |  |  |  | 22  | 
|ITEM 3.  LEGAL PROCEEDINGS                                                                                     |  |  |  | 23  | 
|ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                   |  |  |  | 23  | 
|PART II                                                                                                        |  |  |  | 23  | 
|ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                              |  |  |  | 23  | 
|ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                             |  |  |  | 25  | 
|ITEM 7.  FINANCIAL STATEMENTS                                                                                  |  |  |  | F-1 | 
|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                   |  |  |  | 29  | 
|ITEM 8A. CONTROLS AND PROCEDURES                                                                               |  |  |  | 29  | 
|PART III                                                                                                       |  |  |  | 29  | 
|ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE    |  | 
|EXCHANGE ACT                                                                                                   |  |  |  | 29  | 
|ITEM 10.  EXECUTIVE COMPENSATION                                                                               |  |  |  | 30  | 
|ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS                                        |  |  |  | 30  | 
|ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                       |  |  |  | 31  | 
|ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                                                     |  |  |  | 31  | 
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                |  |  |  | 32  | 

3

# PART I

# ITEM 1.  BUSINESS.

Background

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

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

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

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

Overview

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

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

4

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

Because 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.

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

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

| |  |  Broad Selection.We offer our customers more than 60,000 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.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

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

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

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

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

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

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.

6

Diamonds represent the most
significant component of our product offerings. While we currently offer over 60,000 most
of which are independently certified diamonds, we limit our diamond offerings to those
possessing characteristics associated with high quality merchandise. Accordingly, we offer
diamonds with the following characteristics:

| |  |  Shape.Round,
princess, emerald, oval, heart, pear, radiant, asscher and marquise.
| |  | -----------------------------------------------------------------------------------

| |  |  Cut.Ranging from Ideal for diamond cuts that fall
within strict mathematical proportions to Fair for diamond cuts that maximize
the weight of the original stone at the expense of optimal light reflection.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  Color Grades.Ranging from D for no detectable color
tone to J for nearly undetectable traces of color to the untrained eye.
| |  | ---------------------------------------------------------------------------------------------------------------------------------

| |  |  Clarity.Ranging
from FL for flawless clarity to I1 for some visible inclusions or
flaws.
| |  | ----------------------------------------------------------------------------------------------

| |  |  Carat
Weight.Generally ranging from approximately 0.25 to 10 carats.
| |  | ----------------------------------------------------------------------

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

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

Marketing

Our primary target market is 25 to
45 year-old men, 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.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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

Customer Service and
Support

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

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

We prominently display all of our
guarantees and policies on our web site to create an environment that is intended to
instill confidence in our. 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.

8

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

Technology and Systems

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

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

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

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

Seasonality

Our business has been highly
seasonal, reflecting the retail industrys general pattern of peak sales in late
November and December during the holiday shopping season. The fourth quarter of 2004
accounted for approximately 35% our net sales In anticipation of increased sales activity
during the fourth quarter, we incur additional expenses, including customer support and
jewelry assembly costs. In addition, we make merchandising and inventory decisions for the
holiday season well in advance. We also have experienced relatively higher net sales in
February and May relating to Valentines Day and Mothers Day. Due to the
seasonality of our sales, our quarterly results will fluctuate, perhaps significantly.

Competition

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

| |  | independent
jewelry stores;
| | - | ---------------------------

9

| |  | retail
jewelry store chains;
| | - | ----------------------------

| |  | other
online retailers that sell jewelry;
| | - | -----------------------------------------

| |  | department
stores, chain stores and mass retailers;
| | - | ---------------------------------------------------

| |  | online
auction sites;
| | - | ---------------------

| |  | catalog
and television shopping retailers; and
| | - | ----------------------------------------------

| |  | Discount
superstores and wholesale clubs.
| | - | -----------------------------------------

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

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

Intellectual Property

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

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

10

Government Regulation

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

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

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

Employees

As of December 31, 2004, 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
administrative, 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, 2004, we were not a party to any material legal proceedings.

11

# 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 $1,012,540 for the year ended December 31, 2004, and has a negative working
capital of $92,732 as of December 31, 2004. 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.

Our ability to continue as a going
concern is dependent on our ability to raise funds and generate revenues to implement our
planned development; however we may not be able to raise sufficient funds or generate
revenues to do so. Our independent auditors have indicated that here is substantial doubt
about our ability to continue as a going concern over the next twelve months. Our poor
financial condition could inhibit our ability to achieve our business plan, because we are
currently operating at a substantial loss with no operating history and revenues, an
investor cannot determine if we will ever become profitable. 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:

| |  | Inability
to raise funds necessary to operate for the next 12 months or thereafter
| | - | ----------------------------------------------------------------------------------

| |  | Advertising
and marketing costs that may exceed our current estimates
| | - | ---------------------------------------------------------------------

| |  | Unanticipated
development expenses
| | - | ----------------------------------

| |  | 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:

12

| |  | Total
assets, liabilities, and equity
| | - | -------------------------------------

| |  | Total
revenues
| | - | --------------

| |  | Gross
and operating margins
| | - | ---------------------------

| |  | 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 65% 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.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.

13

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.

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

There are 25,470,109 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.
No shares have been sold pursuant to Rule 144 of the Securities Act of 1933. Of the shares
owned by non-affiliates, all were sold more than two years ago 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 2004 and 2005 as follows:

| |  | On
April 21, 2004, 720,000 shares of common stock were issued to two consultants.
| | - | ---------------------------------------------------------------------------------

| |  | On
May 21, 2004, 1,100,000 shares of common stock were issued to two consultants.
| | - | ---------------------------------------------------------------------------------

| |  | On
October 5, 2004, 333,000 shares of common stock were issued to a public relations firm.
| | - | ------------------------------------------------------------------------------------------

| |  | On
December 8, 2004, 200,000 shares of common stock were issued to a consultant.
| | - | --------------------------------------------------------------------------------

| |  | During
January 2005, Abazias issued 167,000 shares of common stock to a public relations firm.
| | - | ----------------------------------------------------------------------------------------------

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 2004 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.

14

# 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:

| |  | demand
for our products;
| | - | ------------------------

| |  | our
ability to attract visitors to our web site and convert those visitors into customers;
| | - | ------------------------------------------------------------------------------------------

| |  | our
ability to retain existing customers or encourage repeat purchases;
| | - | -----------------------------------------------------------------------

| |  | our
ability to manage our product mix and inventory;
| | - | ----------------------------------------------------

| |  | consumer
tastes and preferences for diamonds and fine jewelry;
| | - | --------------------------------------------------------------

| |  | our
ability to manage our fulfillment operations;
| | - | -------------------------------------------------

| |  | general
economic conditions;
| | - | ----------------------------

| |  | advertising
and other marketing costs;
| | - | --------------------------------------

| |  | the
costs to acquire diamonds and precious metals;
| | - | --------------------------------------------------

| |  | our,
or our competitors', pricing and marketing strategies;
| | - | -----------------------------------------------------------

| |  | conditions
or trends in the diamond and fine jewelry industry;
| | - | --------------------------------------------------------------

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

| |  | costs
of expanding or enhancing our technology or web site.
| | - | -----------------------------------------------------------

15

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 25% of our sales of 2004 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.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:

16

| |  | 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | delivery
time associated with Internet orders;
| | - | ----------------------------------------------

| |  | product
offerings that do not reflect consumer tastes and preferences;
| | - | ----------------------------------------------------------------------

| |  | pricing
that does not meet consumer expectations;
| | - | -------------------------------------------------

| |  | concerns
about the security of online transactions and the privacy of personal information;
| | - | -------------------------------------------------------------------------------------------

| |  | delayed
shipments or shipments of incorrect or damaged products; and
| | - | --------------------------------------------------------------------

| |  | inconvenience
associated with returning or exchanging purchased items.
| | - | ----------------------------------------------------------------------

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

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:

| |  | independent
jewelry stores;
| | - | ---------------------------

| |  | retail
jewelry store chains;
| | - | ----------------------------

| |  | other
online retailers that sell jewelry;
| | - | -----------------------------------------

| |  | department
stores, chain stores and mass retailers;
| | - | ---------------------------------------------------

| |  | catalog
and television shopping retailers;
| | - | ------------------------------------------

| |  | discount
superstores and wholesale clubs; and
| | - | ---------------------------------------------

| |  | online
auction sites.
| | - | ---------------------

17

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.

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.

18

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.

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.

19

# 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.

# 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.

20

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

| |  | actual
or perceived lack of security of information or privacy protection;
| | - | --------------------------------------------------------------------------

| |  | possible
disruptions, computer viruses or other damage to the Internet servers or to users computers;
and
| | - | ----------------------------------------------------------------------------------------------------------

| |  | 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.

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 supercede 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.

21

# 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.

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.

# ITEM 2. 
DESCRIPTION OF PROPERTY

All of our facilities are currently
located in Gainesville, Florida. Our corporate headquarters consists of approximately 1000
square feet which we rent on a month to month basis. Our Landlord is Oscar Rodriquez our
CEO and our monthly rent is approximately $800.00. 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.

22

# 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
|------------ | ---- | ---
|3/31/04 --   |      |    
|6/30/04 --   |      |    
|9/30/04 --   |      |    
|12/31/04 --  |      |    
|03/31/03 --- |      |    
|06/30/03 --- |      |    
|09/30/03 --- |      |    
|12/31/03 --- |      |    

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

23

Penny Stock Considerations

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

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

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

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

| |  | Send monthly statements disclosing recent price information pertaining to the penny stock
held in a customers account, the accounts value and information regarding the
limited market in penny stocks; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Make a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchasers written agreement to the transaction, prior to
conducting any penny stock transaction in the customers account.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

23

Recent Sales of
Unregistered Securities

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.

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:

| |  | None
of these issuances involved underwriters, underwriting discounts or commissions.
| | - | -------------------------------------------------------------------------------------

| |  | Restrictive
legends are placed on all certificates issued.
| | - | ----------------------------------------------------------

| |  | The
distribution did not involve general solicitation or advertising.
| | - | ---------------------------------------------------------------------

| |  | 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, 2004,
we have 75,470,109 shares of Common Stock issued and outstanding held by 64 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.

24

# ITEM 6. 
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

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

| |  | Our
ability to maintain, attract and integrate internal management, technical information and
management information systems;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | Our
ability to generate customer demand for our services;
| | - | ---------------------------------------------------------

| |  | The
intensity of competition; and
| | - | ---------------------------------

| |  | General
economic conditions.
| | - | ----------------------------

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

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

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

25

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.

RESULTS OF OPERATIONS

Years Ended December 31,
2004 and 2003

|                                    | 2004 | 2003
|----------------------------------- | ---- | ----
|Sales                               |      |     
|Cost of sales                       |      |     
|                                    |      |     
|Gross profit                        |      |     
|General and administrative          |      |     
|                                    |      |     
|Net operating loss                  |      |     
|Interest expense                    |      |     
|                                    |      |     
|Net Loss                            |      |     
|                                    |      |     
|Basic and diluted loss per share    |      |     
|Weighted average shares outstanding |      |     

26

Year ended December 31,
2004 vs. Year ended December 31, 2003.

Our sales for the year ended December
31, 2004 vs. year ended December 31, 2003 increased 23% from $1,674,163 to $2,061,958 due
to increased sales.

Our cost of sales for the year ended
December 31, 2004 vs. year ended December 31, 2003 increased 16% from $1,574,164 to
$1,820,985 due to corresponding increased sales.

Our general and administrative
expenses for the year ended December 31, 2004 vs. year ended December 31, 2003 decreased
47% from $2,345,983 to $1,247,468 due to reduction in stock issued to management and
various consultants.

Our interest expense for the year
ended December 31, 2004 vs. year ended December 31, 2003 increased 155% from $2,368 to
$6,045 due to an increase in principal liability.

Accordingly, our net loss for the
year ended December 31, 2004 vs. year ended December 31, 2003 decreased 55% from
$2,248,352 to $1,012,540 primarily due to reduction in stock issued to management and
various consultants.

During 2004, no one supplier provided
10% of total purchases. During 2003, one supplier provided 15% of total purchases. All
other suppliers provided less than 10% of total purchases.

Liquidity and Capital
Resources

Abazias incurred a net loss of
$1,012,540 for the year ended December 31, 2004, and has a negative working capital of
$92,732 as of December 31, 2004. At December 31, 2004, we had a stockholders deficit of
$88,411. We had $60,732 of cash available as of December 31, 2004. We also as of that date
had $74,500 of accounts receivable, and $155,963 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.

These conditions create an
uncertainty as to Abaziass ability to continue as a going concern. 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. At December 31, 2004, the amount of the
advance was $78,235.

Management in addition is trying to
raise additional capital through sales of common stock as well as seeking financing from
third parties. The financial statements do not include any adjustments that might be
necessary if Abazias is unable to continue as a going concern.

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

27

ITEM 7.  FINANCIAL
STATEMENTS

REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of DirectorsAbazias, Inc.Gainesville, Florida

We have audited the accompanying
balance sheet of Abazias, Inc., as of December 31, 2004 and the related statement of
operations, stockholders deficit, and cash flows for each of the two years then
ended. 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, 2004, 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.

The accompanying financial statements
have been prepared assuming that Abazias, Inc. will continue as a going concern. As
discussed in Note 2 to the financial statements, Abazias, Inc. suffered recurring losses
from operations and has a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern. Managements plans regarding those
matters also are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

|February 8, 2005 |  | MALONE & BAILEY, PCBY: /S/ MALONE & BAILEY, PC
MALONE & BAILEY, PCwww.malone-bailey.com
Houston, Texas
|---------------- |  | --------------------------------------------------------------------------------------------------------------------

F-1

# ABAZIAS, INC.

BALANCE SHEET December
31, 2004

|                                                  | 
|------------------------------------------------- | 
|ASSETS                                            | 
|Current assets                                    | 
|Cash                                              | 
|Accounts receivable                               | 
|Inventory                                         | 
|                                                  | 
|Total current assets                              | 
|Property & equipment, net of accumulated          | 
|depreciation of $2,405                            | 
|                                                  | 
|Total Assets                                      | 
|                                                  | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT             | 
|Current Liabilities                               | 
|Accounts payable                                  | 
|Note payable                                      | 
|Loans from stockholders                           | 
|                                                  | 
|Total Current Liabilities                         | 
|                                                  | 
|Commitments and Contingencies                     | 
|Stockholders' Deficit                             | 
|Common stock, $.001 par value, 150,000,000 shares | 
|authorized, 75,470,109 issued and outstanding     | 
|Additional paid-in capital                        | 
|Accumulated deficit                               | 
|                                                  | 
|Total Stockholders' Deficit                       | 
|                                                  | 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       | 
|                                                  | 

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

F-2

ABAZIAS, INC.

STATEMENTS OF OPERATIONS Years
Ended December 31, 2004 and 2003

|                                    | 2004 | 2003
|----------------------------------- | ---- | ----
|Sales                               |      |     
|Cost of sales                       |      |     
|                                    |      |     
|Gross profit                        |      |     
|General and administrative          |      |     
|                                    |      |     
|Net operating loss                  |      |     
|Interest expense                    |      |     
|                                    |      |     
|Net Loss                            |      |     
|                                    |      |     
|                                    |      |     
|Basic and diluted loss per share    |      |     
|Weighted average shares outstanding |      |     
|                                    |      |     

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

F-3

# ABAZIAS, INC.

STATEMENT OF CHANGES IN
STOCKHOLDERS DEFICIT Years Ended December 31, 2003 and 2004

|                  | Common Stock | Additional
Paid-in | Retained |            |  
|----------------- | ------------ | ------------------ | -------- | ---------- | -
|
|Balances,         |              |                    |          |            |  
|December 31, 2002 |              |                    |          | 50,000,000 |  
|Shares issued in  |              |                   
|reverse           |              |                   
|acquisition       |              |                    |          | 11,867,109 |  
|Shares issued for |              |                   
|services          |              |                    |          | 14,250,000 |  
|Shares cancelled  |              |                    |          | (9,500,000 | )
|Imputed interest  |              |                    |          |            |  
|Net loss          |              |                    |          |            |  
|                  |              |                    |          |            |  
|Balances,         |              |                   
|December 31, 2003 |              |                    |          | 66,617,109 |  
|Shares issued for |              |                   
|services          |              |                    |          | 8,853,000  |  
|Imputed interest  |              |                    |          |            |  
|Net loss          |              |                    |          |            |  
|                  |              |                    |          |            |  
|Balances,         |              |                   
|December 31, 2004 |              |                    |          | 75,470,109 |  
|                  |              |                    |          |            |  

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

F-4

ABAZIAS, INC

STATEMENTS OF CASH FLOWS Years Ended December
31, 2004 and 2003

|                                              | 2004 | 2003
|--------------------------------------------- | ---- | ----
|Cash Flows From Operating Activities          |      |     
|Net loss                                      |      |     
|Adjustments to reconcile net loss to net cash |      |     
|used in operating activities:                 |      |     
|Common stock issued for services              |      |     
|Imputed interest on stockholder loan          |      |     
|Depreciation                                  |      |     
|Changes in:                                   |      |     
|Accounts receivable                           |      |     
|Inventory purchases                           |      |     
|Due from officer                              |      |     
|Accounts payable                              |      |     
|Accrued expenses                              |      |     
|                                              |      |     
|Net Cash Provided by (Used                    |      |     
|In) Operating Activities                      |      |     
|                                              |      |     
|Cash Flows From Investing Activities          |      |     
|Purchase of equipment                         |      |     
|                                              |      |     
|Net Cash Used in Investing Activities         |      |     
|                                              |      |     
|Cash Flows From Financing Activities          |      |     
|Proceeds from stockholder loan                |      |     
|Proceeds from note                            |      |     
|                                              |      |     
|Net Cash Provided By Financing Activities     |      |     
|                                              |      |     
|Net change in cash                            |      |     
|Cash at beginning of year                     |      |     
|                                              |      |     
|Cash at end of year                           |      |     
|                                              |      |     

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

F-5

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, 2004.

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.

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 $41,491 and $73,241 for the years ended December 2004 and
2003, 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.

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 2004 or 2003.

Use of Estimates in Financial
Statement Preparation. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

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

F-6

NOTE 2  GOING
CONCERN

Abazias incurred a net loss of
$1,012,540 for the year ended December 31, 2004, and has a negative working capital of
$92,732 as of December 31, 2004. These conditions create an uncertainty as to
Abaziass ability to continue as a going concern. Management is trying to raise
additional capital through sales of common stock as well as seeking financing from third
parties. The financial statements do not include any adjustments that might be necessary
if Abazias is unable to continue as a going concern.

NOTE 3  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 4  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 8% was recorded as a contribution to
capital. The balance as of December 31, 2004 and 2003 was $78,235 and $46,335,
respectively.

NOTE 5  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, 2004 are as follows:

|                                | Deferred tax assets:
|------------------------------- | --------------------
|Net operating loss carryforward |                     
|Less:  valuation allowance      |                     
|                                |                     
|Net current deferred tax assets |                     
|                                |                     

Abazias has net operating carry
forwards of $111,848 as December 31, 2004 which expire in the year 2023 and 2024.

NOTE 6  EQUITY

On October 15, 2003, 13,500,000 shares
of common stock were issued for services to two consultants for a value of $2,025,000.

On October 15, 2003, 750,000 shares
of common stock were issued for services to an attorney for a value of $112,500.

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.

NOTE 7  MAJOR
SUPPLIERS & CUSTOMERS

During 2004, no one supplier provided
10% of total purchases. During 2003, one supplier provided 15% of total purchases. All
other suppliers provided less than 10% of total purchases.

NOTE 8  SUBSEQUENT
EVENT

During January 2005, Abazias issued
167,000 shares of common stock to a public relations firm for a value of $16,700.

F-7

# 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 | 38  | CEO and Director
|               
|Jesus Diaz      | 36  | CFO and Director
|               
|Aaron Taravella | 27  | 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.

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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.

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# 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      | 2004 | $     36,000.00
|                |          | 2003 | $     28,385.12

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
1127 West University Avenue, Gainesville, FL 32601.

|Name                                              | Number of Shares | Percentage of Shares Issued
|------------------------------------------------- | ---------------- | ---------------------------
|Oscar Rodriguez                                   | 35,000,000       | 46.4%                      
|Jesus Diaz                                        | 10,000,000       | 13.3%                      
|Aaron Taravella                                   | 5,000,000        | 3.6%                       
|Rob Rill                                          | 7,000,000        | 9.3%                       
|Doug Zemsky                                       | 6,500,000        | 8.6%                       
|Marc Baker                                        | 6,500,000        | 8.6%                       
|All officers and directors as a group [3 persons] | 50,000,000       | 66.3%                      

This table is based upon information
derived from our stock records.  Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable, it believes that each of
the shareholders named in this table has sole or shared voting and investment power with
respect to the shares indicated as beneficially owned.  Applicable percentages are
based upon 75,470,109 shares of common stock outstanding as of December 31st, 2004.

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# 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, 2004, 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 1000
square feet which we rent on a month to month basis. Our Landlord is Oscar Rodriquez our
CEO and our monthly rent is approximately $800.00.

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
|    | 32.1 Section 1350 Certification, Oscar Rodriguez                                      
|    | 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, Jesus Diaz    
|    | 32.2 Section 1350 Certification, Jesus Diaz                                           

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# ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES

Audit fees

2002 - None, did not
represent 2003 - $7,500.00 2004 - $7,500.00 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.

# 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 Officer  | Oscar Rodriguez | April 11, 2005 | /s/ Oscar Rodriguez
|Principal Accounting Officer | Jesus Diaz      | April 11, 2005 | /s/ Jesus Diaz     
|Principal Financial Officer  | Jesus Diaz      | April 11, 2005 | /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 | April 11, 2005
|/s/ Jesus Diaz      | Jesus Diaz      | Director | April 11, 2005
|/s/ Aaron Taravella | Aaron Taravella | Director | April 11, 2005

32