Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~December~~February 318, ~~2008~~2009

Commission file number: 0-27565

Abazias, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-23532		65-0636277
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

5214 SW 91st Terrace Suite A

Gainesville, FL 32608

(Address of principal executive offices) (Zip Code)

352-264-9940

(Registrant's telephone number)

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Item 1.01 Entry into a Material Definitive Agreement

On ~~December~~February 318, ~~2008~~2009, ~~OmniReliant~~ABAZIAS ~~Holdings, Inc~~INC. ~~(”OminReliant”)~~a ~~entered~~corporation ~~into~~duly ~~a securities~~organized ~~purchase~~and ~~agreement~~existing (under the ~~“Purchase~~laws ~~Agreement”)~~of ~~with~~the ~~Abazias,~~State ~~Inc.~~ of Delaware (the “~~Abazias~~Corporation”), executed a ~~Delaware~~10% SECURED CONVERTIBLE ~~corporation~~NOTE ~~and~~DUE ~~Abazias.com,~~FEBRUARY ~~Inc.~~17, 2010 (~~“Abazias~~the ~~Sub~~“Note”), ~~a Nevada~~promising ~~corporation~~to ~~and~~pay ~~wholly~~to the ~~owned~~order ~~subsidiary~~ of ~~Abazias~~OMNIRELIANT HOLDINGS, ~~pursuant~~INC., toor ~~which OmniReliant~~its ~~has~~registered ~~agreed~~assigns toor successors-in-interest ~~purchase~~(“Holder”) the ~~substantially~~principal ~~all~~sum of ~~the~~up ~~assets~~One ofHundred ~~Abazias Sub~~Thousand ~~for~~Dollars an(U.S. ~~aggregate~~$100,000.00), together ~~purchase~~with ~~price~~all ~~of:~~accrued ~~(i)~~but aunpaid ~~loan~~interest inthereon, ~~the~~no ~~amount~~later ofthan ~~Five Hundred~~February ~~Thousand~~17, ~~Dollars~~2010 (~~$500,000)~~ (the “~~Loan~~Maturity Date”) ~~and;~~to ~~(ii)~~ the ~~issuance~~extent ofsuch upprincipal ~~to thirteen~~amount ~~million~~and ~~one~~interest ~~thousand~~has ~~(13,001,000)~~not ~~shares~~been repaid ofor ~~OmniReliant~~converted into the Corporation’s ~~zero~~Common ~~coupon convertible~~Stock, ~~preferred~~par ~~stock~~value $0.001 per share (the “~~Preferred~~ Common Stock”) ~~to the Shareholders of Abazias~~, ~~subject~~in toaccordance ~~adjustment~~with ~~as set~~the ~~forth~~terms inof the ~~Purchase Agreement~~ Note.

~~Under~~Interest on the ~~Purchase~~unpaid ~~Agreement,~~and ~~upon~~unconverted ~~closing~~principal balance of the ~~transaction OmniReliant~~Note shall ~~issue~~accrue ~~the~~at ~~Preferred Stock to~~ the ~~shareholders~~rate of ~~Abazias,~~10% ~~Inc.~~per inannum ~~exchange~~from ~~for~~the ~~one~~date ~~thousand (1000) shares~~ of ~~common~~original ~~stock~~issuance ofhereof ~~Abazias Sub~~ (the “~~Shares~~Issuance Date”), ~~which~~until ~~shares constitute all of~~ the ~~issued~~same ~~and~~becomes ~~outstanding~~due ~~shares of capital stock of Abazias Sub. Each stockholder of common stock of the Abazias (the “Abazias Common Stock”) issued~~ and ~~outstanding~~ payable on the ~~Record~~Maturity Date, asor such ~~that~~earlier ~~term~~date isupon ~~defined~~acceleration inor ~~the~~by ~~Purchase Agreement~~conversion, ~~shall~~redemption ~~receive~~or ~~the~~repayment ~~following: a number of shares of Preferred Stock~~in ~~equal~~accordance towith ~~(i)~~ the ~~total~~terms ~~shares~~ of ~~Preferred Stock multiplied by (ii) such stockholder’s pro rata share of Abazias Common Stock owned by such stockholder of Abazias (~~the ~~“Pro~~Note ~~Rata~~or ~~Ratio”). No fraction~~ of ~~a share of Preferred Stock will be issued by virtue of~~ the ~~Purchase~~other Agreement, but in lieu thereof each holder of shares of Abazias Common Stock who would otherwise be entitled to receive a fraction of a share of Preferred Stock (after aggregating all fractional shares of Preferred Stock that otherwise would be received by such holder) shall receive from OmniReliant one additional share of Preferred StockAgreements.

~~The~~Subject to ~~Loan,~~the interms of the ~~form~~Note ofand arestrictions and limitations contained in the Note, ~~was~~ ~~made~~the onHolder ~~August~~shall 12have the right, ~~2008. The~~at ~~Note~~such ~~bears~~Holder’s ~~interest~~option, at ~~10% per~~any ~~annum~~time and ~~matures~~from time onto ~~December 31~~time, ~~2009~~to (convert the ~~“Maturity~~outstanding ~~Date~~Principal Amount under the Note in whole or in part at the “Conversion Price,” which shall equal the greater of (i) $0.50 or (ii) the closing bid price of the Corporation’s shares of Common Stock on the date of the Conversion.

~~Subject~~The ~~to the terms and restrictions contained within the~~ Note, is ~~OmniReliant~~filed ~~has~~as ~~the~~an exhibit ~~right, solely at OmniReliant’s option,~~ to ~~convert~~this ~~the~~Form ~~outstanding~~8-K ~~principal amount~~and ~~under~~should ~~the~~be ~~Note~~referred ~~at any time after (i) the sale of substantially all of the assets of Abazias.com~~ to ~~OmniReliant; (ii) an Event of Default, as that term is defined~~ in ~~the Purchase Agreement; or (iii) the Maturity Date. In the event that Abazias sells substantially all of~~ its ~~assets~~entirety tofor ~~OmniReliant, the~~complete ~~Note~~information ~~shall~~concerning ~~automatically convert into outstanding shares of Abazias. If Abazias consummates a merger or acquisition with a company that was introduced to it by OmniReliant,~~ the Note ~~shall automatically convert into twenty five percent (25%) of the outstanding shares of Abazias, on a fully diluted basis at the time of conversion~~.

~~The full~~Item 2.03. ~~principal~~Creation ~~amount~~ of ~~the~~a ~~Note,~~Direct ~~along~~Financial ~~with~~Obligation ~~any~~or ~~interest~~an ~~accrued~~Obligation ~~thereon,~~under isan ~~due~~Off-Balance ~~upon~~Sheet aArrangement ~~default under the terms~~ of ~~the~~a ~~Note~~Registrant.

~~Upon the~~See ~~Closing~~disclosure ofunder ~~this~~Item ~~transaction, Abazias Sub will become a wholly owned subsidiary of OmniReliant~~1. ~~Commensurate~~01 ~~with the entering into~~ of ~~the~~this ~~Agreement~~Report, ~~Abazias~~ ~~Sub~~which ~~has~~is ~~entered~~incorporated ~~into~~by ~~Employment~~reference ~~Agreements with Oscar Rodriguez and~~in ~~Jesus~~this ~~Diaz,~~Item ~~with Mr~~2. ~~Rodriguez serving as Chief Executive Officer and President of Abazias Sub and Mr~~03. ~~Diaz serving as Vice President, Chief Financial Officer and Chief Operating Officer of Abazias Sub. The Employment Agreements shall become effective upon the closing of the transaction.~~

~~Additionally,~~Item OmniReliant and Abazias shall jointly prepare and OmniReliant shall file with the Securities and Exchange Commission (the “SEC”) a Form S-4, which shall include a document or documents that will constitute (i) the prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus3. ~~Both~~02. ~~OmniReliant~~Unregistered ~~and~~Sales ~~Abazias are required under the Purchase Agreement to use all commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable, and, prior to the effective date~~ of ~~the~~Equity ~~S-4, OmniReliant and Abazias shall take all action required under any applicable laws in connection with the issuance of the Shares and the Preferred Stock~~Securities.

See disclosure under Item 1.01 of this Report, which is incorporated by reference in this Item 3.02.

We relied upon Section 4(2) of the Securities Act of 1933, as amended, for the above issuance.

We believed that Section 4(2) of the Securities Act was available because:

·	The issuance did not involve underwriters, underwriting discounts or commissions.
·	Restrictive legends were placed on the warrants issued as described above.
·	The issuance did not involve general solicitation or advertising.
·	The issuance was made solely to Accredited Investors (as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended).

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	~~Securities~~10% ~~Purchase~~SECURED ~~Agreement~~CONVERTIBLE byNOTE ~~and~~DUE ~~between~~FEBRUARY ~~OmniReliant Holdings~~17, ~~Inc., Abazias, Inc. and Abazias.com, Inc. dated December 3, 2008.~~2010
10.2	Form of Note issued by Abazias, Inc. to OmniReliant Holdings, Inc.
10.3	Employment Agreement between Abazias.com, Inc and Oscar Rodriguez
10.4	Employment Agreement between Abazias.com, Inc and Jesus Diaz

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Abazias, Inc. (Registrant)
Date: December 8, 2008	By:
Date: February 26, 2009	By:
		Oscar Rodriguez
		President

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