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<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on May 28, 2002</P>

<P ALIGN="CENTER">Commission File No. 0-15303</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">UNITED STATES</P>

<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>

<P ALIGN="CENTER"><U>                      Washington, D.C. 20549                      </U></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>Form S-8</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>REGISTRATION STATEMENT</STRONG></P>

<P ALIGN="CENTER"><STRONG><U>UNDER THE SECURITIES ACT OF 1933</U></STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><U>                      ABSS, CORP. (f/k/a Unico, Inc.)                       </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Exact name of registrant as specified in its charter)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">        <U>Delaware</U>                                                               <U>73-1215433</U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">          (State or other jurisdiction                                                    (IRS Employer</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">           of incorporation or organization)                                             Number)      </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">315 Greenwich Avenue</P>

<P ALIGN="CENTER"><U>             Greenwich, CT 06830             </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Address of principal executive offices) (zip code)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><U>PAYMENTS TO PROFESSIONALS, ADVISORS AND A FORMER EMPLOYEE</U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Full titles of plans)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">Benny Blom, President</P>

<P ALIGN="CENTER">ABSS, CORP.</P>

<P ALIGN="CENTER">315 Greenwich Avenue</P>

<P ALIGN="CENTER">Greenwich, CT 06830 </P>

<P ALIGN="CENTER"><U>                                           (203) 422-0448                                           </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Name, address and telephone number, including area code, of agent for service)</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT SIZE="-1"><STRONG>Title of Securities
to be Registered</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Amount being
Registered</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Proposed
Maximum
Offering Price Per
Share</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Proposed
Maximum
Aggregate
Offering price</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Amount of
Registration Fee</STRONG></FONT><STRONG></STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Common Stock</TD>
<TD>836,364</TD>
<TD>$.72</TD>
<TD>$602,182</TD>
<TD>$150.54</TD></TR></TABLE>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>(a) The Registration Fee with respect to the shares registered hereby has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "<STRONG>Act</STRONG>"), based upon
the last price per share of the Registrant's Common Stock on April 26, 2002, the last date on
which the securities of the Registrant were traded prior to the filing of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.</P>

<BR WP="BR1"><BR WP="BR2">
<P><A NAME="node3"></A><STRONG>PART II</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><A NAME="node4"></A>Item 3.   Incorporation of Certain Documents by Reference.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The following documents are incorporated by reference in the Registration Statement:</P>

<BR WP="BR1"><BR WP="BR2">
<P>(a)  The Registrant's Annual Report on Form 10-KSB for its fiscal year ended </P>

<P>December 31, 2001. </P>

<BR WP="BR1"><BR WP="BR2">
<P>(b)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002</P>

<BR WP="BR1"><BR WP="BR2">
<P>Item 4.   Description of Securities.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Not applicable.</P>

<P><A NAME="node6"></A></P>

<P>Item 5.   Interests of Named Experts and Counsel.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Sellers and Associates, P.C. has issued its report dated April 30, 2002 relating to the financial
statements of the Registrant incorporated herein.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Certain legal matters with respect to the legality of the issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Robert L. Blessey, Esq.</P>

<BR WP="BR1"><BR WP="BR2">
<P><A NAME="node7"></A>Item 6.   Indemnification of Directors and Officers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Reference is hereby made to the provisions of the Delaware General Corporation Law which
provides for indemnification of directors and officers under certain circumstances.</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Registrant's Certificate of Incorporation and By-laws provide that the Company shall, to the
fullest extent permitted by the laws of the State of Delaware, indemnify any director, officer,
employee and agent of the corporation against expenses incurred by such person by reason of the
fact that he serves or has served the corporation in such capacity.</P>

<BR WP="BR1"><BR WP="BR2">
<P>Indemnification under the Company's Articles of Incorporation and By-laws is nonexclusive of
any other right such persons may have under statute, agreement, by law or action of the Board of
Directors or shareholders of the corporation.<FONT SIZE="-2"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Item 7.   Exemption from Registration Claimed.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Not applicable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><A NAME="node9"></A>Item 8.   Exhibits.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The exhibits to the Registration Statement are listed in the Exhibit Index </FONT></P>

<P><FONT FACE="Times New Roman">elsewhere herein.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><A NAME="node10"></A>Item 9.   Undertakings.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">The undersigned Registrant hereby undertakes:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(1)  to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(a)   to include any prospectus required by Section 10(a)(3) of the Securities </FONT></P>

<P><FONT FACE="Times New Roman">Act of 1933;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(b)  to reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(c) to include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by this paragraph is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(2)  That, for the purpose of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(3)  To remove registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(4)  The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(5)  The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of </FONT></P>

<P><FONT FACE="Times New Roman">1934; and, where interim financial information required to be presented by Article 3 or
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(6)  Insofar as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons or the registrant pursuant to the provisions described in Item 6,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will</FONT></P>

<P><FONT FACE="Times New Roman">be governed by the final adjudication of such issue.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman">SIGNATURES</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, the registrant</FONT></P>

<P><FONT FACE="Times New Roman">certifies that it has reasonable grounds to believe that it meets all of the</FONT></P>

<P><FONT FACE="Times New Roman">requirements for filing on Form S-8 and has duly caused this registration</FONT></P>

<P><FONT FACE="Times New Roman">statement to be signed on its behalf by the undersigned,</FONT></P>

<P><FONT FACE="Times New Roman">thereunto duly authorized, in Greenwich, CT on May 28, 2002.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">                        			                       ABSS, CORP.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">                                              				By: <U>\s\ Benny Blom</U></FONT></P>

<P><FONT FACE="Times New Roman">                                                   			Benny Blom</FONT></P>

<P><FONT FACE="Times New Roman">                                                   			President</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, this registration</FONT></P>

<P><FONT FACE="Times New Roman">statement or amendment thereto has been signed by the following persons in the</FONT></P>

<P><FONT FACE="Times New Roman">capacities and on the dates indicated.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"><U>Signature </U>    		                <U>Title</U>                     		      <U>Date</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			       Chairman, President, </FONT></P>

<P><FONT FACE="Times New Roman">			       CEO and Director        	          May 28, 2002</FONT></P>

<P><FONT FACE="Times New Roman"><U>\s\ Benny Blom</U>	      (Principal executive officer)</FONT></P>

<P><FONT FACE="Times New Roman">Benny Blom              </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><U>EXHIBIT</U> <U>INDEX</U></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Exhibit Number	Exhibit</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	5		Opinion and Consent of Robert L. Blessey, Esq.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	23.1		Consent of Sellers &amp; Associates, P.C., as Independent Auditor</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	23.2		Consent of Robert L. Blessey, Esq. is included in the Opinion referenced
in Exhibit 5 above.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="+2"><STRONG>Law Offices of</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="+2"><STRONG>ROBERT L. BLESSEY</STRONG></FONT><FONT FACE="Times New Roman"><STRONG></STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">51 Lyon Ridge Road</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">Katonah, NY 10536</FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="-1">Tel: (914) 232-4510      Fax: (914) 232-0647</FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">									May 28, 2002</FONT></P>

<P><FONT FACE="Times New Roman">Mr. Benny Blom, </FONT></P>

<P><FONT FACE="Times New Roman">Chairman and President</FONT></P>

<P><FONT FACE="Times New Roman">ABSS, Corp.</FONT></P>

<P><FONT FACE="Times New Roman">315 Greenwich Avenue</FONT></P>

<P><FONT FACE="Times New Roman">Greenwich, CT 06830</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">I have acted as special counsel to ABSS, Corp. (f/k/a Unico, Inc.), a Delaware corporation (the
"Corporation"), in connection with the issuance of 836,364 shares of its Common Stock, par
value $.01 (the "Common Stock") to certain professionals, advisors and one former employee of
the Corporation.  I have been advised by you that such shares of Common Stock will be
registered pursuant to a Registration Statement on Form S-8 to be filed by you with the Securities
and Exchange Commission (the "Registration Statement").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Please be advised that, based upon the Resolutions of the Board of Directors of the Corporation
adopted in a Written Consent to Action by the sole Director of the Corporation on May 28, 2002,
I am of the opinion that the Corporation's Common Stock to be registered pursuant to the
Registration Statement and issued pursuant to the foregoing Resolutions, has been duly
authorized by the Corporation and that such Common Stock, when issued and delivered to the
aforesaid professionals, advisors and former employee will be validly issued by the Corporation,
fully paid and non-assessable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">I hereby consent to the use of my name in the Registration Statement in the section entitled
"Interest of Named Experts and Counsel" and the filing of this opinion as an Exhibit to the
Registration Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Yours very truly,</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ Robert L. Blessey</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Robert L. Blessey</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG></STRONG></FONT><FONT FACE="Times New Roman" SIZE="+2"><STRONG></STRONG></FONT><FONT FACE="Times New Roman"><STRONG></STRONG></FONT><FONT FACE="Times New Roman" SIZE="+2"><STRONG><EM>SELLERS &amp; ASSOCIATES. P.C.</EM></STRONG></FONT><FONT FACE="Times New Roman"></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>5230 South 500 West</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>OGDEN, UTAH 84405</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>PHONE: 801-476-0270          FAX 801-475-6811          E-MAIL SellersAssoc@aol.com</STRONG></FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSENT OF INDEPENDENT AUDITORS</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ABSS, Corp. and Subsidiaries</FONT></P>

<P><FONT FACE="Times New Roman">Greenwich, CT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We have issued our report dated April 30, 2002, relating to the financial statements of ABSS,
Corp. (f/k/a Unico, Inc.) and Subsidiaries for the years ended December 31, 2001 and 2000
appearing in the Company's Annual Report on Form 10-KSB.  Such report has been incorporated
by reference in the Registration Statement on Form S-8 and we consent to the use of our name as
it appears under the caption "Experts."</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Sellers &amp; Associates, P.C.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ Sellers &amp; Associates, P.C.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Ogden, Utah</FONT></P>

<P><FONT FACE="Times New Roman">May 23, 2002</FONT></P>

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{"company-data": {"conformed-name": "ABSS CORP", "cik": "0000797564", "assigned-sic": "7331", "irs-number": "731215433", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89648", "film-number": "02668707"}, "business-address": {"street1": "24 LAKESIDE AVENUE", "city": "POMPTON LAKES", "state": "NJ", "zip": "07442", "phone": "9738397200"}, "mail-address": {"street1": "24 LAKESIDE AVENUE", "city": "POMPTON LAKES", "state": "NJ", "zip": "07442"}, "former-company": [{"former-conformed-name": "CMS ADVERTISING INC", "date-changed": "19891107"}, {"former-conformed-name": "UNICO INC", "date-changed": "19950726"}]}
As filed with the Securities and Exchange Commission on May 28, 2002
Commission File No. 0-15303
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ABSS, CORP. (f/k/a Unico, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
73-1215433
(State or other jurisdiction                                                    (IRS Employer
of incorporation or organization)                                             Number)
315 Greenwich Avenue
Greenwich, CT 06830
(Address of principal executive offices) (zip code)
PAYMENTS TO PROFESSIONALS, ADVISORS AND A FORMER EMPLOYEE
(Full titles of plans)
Benny Blom, President
ABSS, CORP.
315 Greenwich Avenue
Greenwich, CT 06830
(203) 422-0448
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount being
Registered
Proposed
Maximum
Offering Price Per
Share
Proposed
Maximum
Aggregate
Offering price
Amount of
Registration Fee
Common Stock
836,364
$.72
$602,182
$150.54
(a) The Registration Fee with respect to the shares registered hereby has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "
Act
"), based upon
the last price per share of the Registrant's Common Stock on April 26, 2002, the last date on
which the securities of the Registrant were traded prior to the filing of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the Registration Statement:
(a)  The Registrant's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 2001.
(b)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002
Item 4.   Description of Securities.
Not applicable.
Item 5.   Interests of Named Experts and Counsel.
Sellers and Associates, P.C. has issued its report dated April 30, 2002 relating to the financial
statements of the Registrant incorporated herein.
Certain legal matters with respect to the legality of the issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Robert L. Blessey, Esq.
Item 6.   Indemnification of Directors and Officers.
Reference is hereby made to the provisions of the Delaware General Corporation Law which
provides for indemnification of directors and officers under certain circumstances.
The Registrant's Certificate of Incorporation and By-laws provide that the Company shall, to the
fullest extent permitted by the laws of the State of Delaware, indemnify any director, officer,
employee and agent of the corporation against expenses incurred by such person by reason of the
fact that he serves or has served the corporation in such capacity.
Indemnification under the Company's Articles of Incorporation and By-laws is nonexclusive of
any other right such persons may have under statute, agreement, by law or action of the Board of
Directors or shareholders of the corporation.
Item 7.   Exemption from Registration Claimed.
Not applicable.
Item 8.   Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9.   Undertakings.
The undersigned Registrant hereby undertakes:
(1)  to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(a)   to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(b)  to reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(c) to include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by this paragraph is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2)  That, for the purpose of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3)  To remove registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4)  The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5)  The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by Article 3 or
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.
(6)  Insofar as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons or the registrant pursuant to the provisions described in Item 6,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Greenwich, CT on May 28, 2002.
ABSS, CORP.
By:
\s\ Benny Blom
Benny Blom
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
Chairman, President,
CEO and Director        	          May 28, 2002
\s\ Benny Blom
(Principal executive officer)
Benny Blom
EXHIBIT
INDEX
Exhibit Number	Exhibit
5		Opinion and Consent of Robert L. Blessey, Esq.
23.1		Consent of Sellers & Associates, P.C., as Independent Auditor
23.2		Consent of Robert L. Blessey, Esq. is included in the Opinion referenced
in Exhibit 5 above.
Law Offices of
ROBERT L. BLESSEY
51 Lyon Ridge Road
Katonah, NY 10536
Tel: (914) 232-4510      Fax: (914) 232-0647
May 28, 2002
Mr. Benny Blom,
Chairman and President
ABSS, Corp.
315 Greenwich Avenue
Greenwich, CT 06830
Gentlemen:
I have acted as special counsel to ABSS, Corp. (f/k/a Unico, Inc.), a Delaware corporation (the
"Corporation"), in connection with the issuance of 836,364 shares of its Common Stock, par
value $.01 (the "Common Stock") to certain professionals, advisors and one former employee of
the Corporation.  I have been advised by you that such shares of Common Stock will be
registered pursuant to a Registration Statement on Form S-8 to be filed by you with the Securities
and Exchange Commission (the "Registration Statement").
Please be advised that, based upon the Resolutions of the Board of Directors of the Corporation
adopted in a Written Consent to Action by the sole Director of the Corporation on May 28, 2002,
I am of the opinion that the Corporation's Common Stock to be registered pursuant to the
Registration Statement and issued pursuant to the foregoing Resolutions, has been duly
authorized by the Corporation and that such Common Stock, when issued and delivered to the
aforesaid professionals, advisors and former employee will be validly issued by the Corporation,
fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement in the section entitled
"Interest of Named Experts and Counsel" and the filing of this opinion as an Exhibit to the
Registration Statement.
Yours very truly,
/s/ Robert L. Blessey
Robert L. Blessey
SELLERS & ASSOCIATES. P.C.
5230 South 500 West
OGDEN, UTAH 84405
PHONE: 801-476-0270          FAX 801-475-6811          E-MAIL SellersAssoc@aol.com
CONSENT OF INDEPENDENT AUDITORS
ABSS, Corp. and Subsidiaries
Greenwich, CT
We have issued our report dated April 30, 2002, relating to the financial statements of ABSS,
Corp. (f/k/a Unico, Inc.) and Subsidiaries for the years ended December 31, 2001 and 2000
appearing in the Company's Annual Report on Form 10-KSB.  Such report has been incorporated
by reference in the Registration Statement on Form S-8 and we consent to the use of our name as
it appears under the caption "Experts."
Sellers & Associates, P.C.
/s/ Sellers & Associates, P.C.
Ogden, Utah
May 23, 2002