21

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10Q-SB

(Mark  One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2003 or
[ ] Transitional Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _______________ to _____________.

                  ____________________________________________

                           Commission File No. 0-25388

                               ABCI HOLDINGS, INC.
                 (Name of small business issuer in its charter)
                  _____________________________________________

            Delaware                                       86-0214815
    (State or other Jurisidiction                        (IRS Employer
  of Incorporation or Organization)                  Identification Number)
                  _____________________________________________

                              Post Office Box 1688
                       Solana Beach, California     92075
             (Address of Principal Executive Offices)     (Zip Code)

Issuer's Telephone Number (858) 523-1112

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ X ] No [ ].

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ ].

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2003, there were
24,558,151 shares of the Company's common stock issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ X ] No [ ].

This Form 10-QSB consists of 20 Pages.


<PAGE>


                                TABLE OF CONTENTS
                            FORM 10-QSB QUARTERLY REPORT
                            _________________________

                               ABCI HOLDINGS, INC.

Section                             Heading                                 Page
                                                                            ----

Part I                  Financial Information

 Item 1                 Financial Statements                                 3
                        Balance Sheets at December 31, 2002 and              5
                        March 31, 2003 (Unaudited)
                        Statement of Operations (Unaudited) for the          6
                        three months ended March 31, 2002 and 2003
                        Statement of Cash Flows (Unaudited) for the          7
                        three months ended March 31, 2002 and 2003
                        Notes to Financial Statements                        8
 Item 2                 Management's Discussion and Analysis of
                        Financial Condition and Results of Operations       13
 Item 3                 Quantitative and Qualitative Disclosures            14
                        about Market Risk
 Item 4                 Controls and Procedures                             15

Part II                 Other Information

 Item 1                 Legal Proceedings                                   16

 Item 2                 Changes in Securities and Use of Proceeds           17

 Item 3                 Defaults Upon Senior Notes                          18

 Item 4                 Submission of Matters of a Vote to                  18
                        Security Holders

 Item 5                 Other Information                                   18

 Item 6                 Exhibits and Reports on Form 8-K                    18

                        Signatures                                          19
                        Sarbanes-Oxley Certification                        20


<PAGE>


                                     Item 1.
                           ABCI Holdings Incorporated

                        Consolidated Financial Statements
                           For the Three Months Ended
                                 March 31, 2003
                                   (Unaudited)


<PAGE>


                           ABCI Holdings Incorporated


                               Financial Statements

                                 March 31, 2003

                        ________________________________

                                    CONTENTS
                        ________________________________


Balance Sheets                         1 - 2

Statements of Operations                   3

Statements of Cash Flows               4 - 5

Notes to Financial Statements          6 - 22


<PAGE>


ABCI (Unaudited) Balance Sheet as of December 31, 2002 and March 31, 2003
(See Footnotes Below)


March 31 and December 31,                         2003               2002
--------------------------------------------------------------------------------
ASSETS

Current assets
     Demand Loan Receivable                     $   -                $   -
          Total current assets                      -                    -
                                              ----------------------------------
     Total Assets                               $   -                $   -
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accounts Payable                           $ 125,046             589,080
     Accrued Liabilities                          164,600              30,652
     Payroll Taxes                                 83,139              83,139
     Demand Notes                                  41,527           1,206,916
     Convertible Debentures                        25,000             175,000
--------------------------------------------------------------------------------
          Total Current Liabilities               439,312           2,084,787
--------------------------------------------------------------------------------

Long Term Liabilities                   -                    -
--------------------------------------------------------------------------------
          Total Liabilities                       439,312           2,084,787
Stockholders' Deficit
     Convertible Preferred Stock, $.001
        par value, 10,000,000
            authorized, no shares issued
            and outstanding at March 31 2003
            and December 31, 2002.                   -
     Common Stock, $.0001 par value,
         100,000,000
            shares authorized, 24,558,152
            and 11,873,718 shares issued and
            outstanding at March 31, 2003
            and December 31, 2002.                  2,456               1,755
     Additional Paid in Capital                20,779,660          18,969,135

     Accumulated Deficit                      (21,221,429)        (21,055,678)
--------------------------------------------------------------------------------
          Total Stockholders' Deficit            (439,312)         (2,084,787)
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit     $   -                $   -


<PAGE>


ABCI (unaudited) Statement of Operations from January 1, 2003 to March 31, 2003,
and the comparative period for Fiscal Year 2002 (See Footnotes Below)

                                          Period from             Period from
                                       January 1, 2003          January 1, 2002
                                      to March 31, 2003        to March 31, 2002
--------------------------------------------------------------------------------
Sales                                      $  -                    $  -

Cost of sales                                 -                       -

--------------------------------------------------------------------------------

Gross profit                                  -                       -
--------------------------------------------------------------------------------
Operating expenses
     General and administrative            154,300                      15
     Professional and Consulting            10,000               2,111,500
     Office occupancy and supplies             300                    -
--------------------------------------------------------------------------------
          Total operating expenses          164,600              2,111,515
--------------------------------------------------------------------------------

Loss from operations                       (164,600)            (2,111,515)
--------------------------------------------------------------------------------

Other income (expense)
     Interest expense                          -                    (5,373)
     Other income                              -                     1,576
--------------------------------------------------------------------------------

Total other income (expense)                   -                    (3,797)
--------------------------------------------------------------------------------

Net loss                                 $ (164,600)          $ (2,115,312)
--------------------------------------------------------------------------------

Loss Per Share- Basic and Diluted           (0.0106)               (0.1998)

Weighted Average Shares Outstanding      15,565,071             10,627,885


<PAGE>


ABCI (unaudited) Statement of Cash Flows from January 1, 2003 to March 31, 2003,
and the comparative period for Fiscal Year 2002 (See Footnotes Below)

                                          Period from             Period from
                                       January 1, 2003          January 1, 2002
                                      to March 31, 2003        to March 31, 2002
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                 $ (164,600)          $ (2,115,312)
  Adjustments to reconcile net loss to
  net cash used by operating activities:
    Increase (decrease)
    Accrued liabilities                       164,600

     Net cash used by operating activities       -                (2,115,312)

CASH FLOWS FROM INVESTING ACTIVITIES:

     Net cash used by investing activities       -                      -

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from demand loans &
  notes payable                                  -                      -
  Proceeds from convertible debentures                            (1,353,141)
  Net change in bank overdraft                                        (6,035)
  Issuance of common stock                                         1,356,575
  Net Loans                                      -                     9,013
  Contribution of capital                                          2,108,900
     Net cash provided by financing
     activities                                  -                 2,115,312

Net increase in cash and cash equivalents        -

Cash at beginning of period                $     -                      -

Cash at end of period                      $     -              $       -

Supplemental disclosures of cash flow information:
     Cash paid for:
          Interest                         $     -              $       -
          Income taxes                     $     -              $       -

Noncash investing and financing activities

     Stock issued for debt                 $1,810,075           $       -
     Stock issued for expenses             $     -              $       -


<PAGE>


ABCI HOLDING, Inc.
Notes to Financial Statements

NOTE 1--ORGANIZATION AND OPERATIONS

Organization

ABCI Holdings, Inc. ("ABCI" or "Company"), formerly known as One Class Synergy
Corporation, was incorporated in the State of Delaware in1967.

In August of 2001, the Company completed a reverse acquisition into One Class
Synergy Corporation, which is currently trading on the OTCBB. Subsequently, One
Class Synergy Corporation changed the name to ABCI Holdings, Inc. Before the
merger with One Class Synergy Corporation, the Company was named American
Boardsports Company, Inc.

Operations

During 2002 and prior the Company planned to manufacture and distribute
skateboards, wakeboards, snowboards, related clothing and accessories primarily
to specialty retail outlets in the United States and in 13 foreign countries.
The Company manufactures and/or assembles its products from components acquired
from suppliers in North America. Products are marketed with the Company's own
trade names, such as, "Thruster," "Revelation," "Human," "Republic," and
"Enemy."

Subsequent to the calendar year end, on January 14, 2003, Thomas N. Carter
resigned as Chief Executive Officer and Chairman of the Board. Mr. Mark Baum,
Attorney at Law was elected to serve as the interim CEO and Board Chairman. All
existing operations of ABCI Holding, including the web site, have been
discontinued, and the resignation of Floyd Ryan, the Company's president was
received.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. As
reported in the financial statements, ABCI has incurred a recurring loss of
$21,221,429 from inception through March 31, 2003. As of that date, the
Company's current liabilities exceeded its current assets by $439,312. These
factors create uncertainty about the Company's ability to continue as a going
concern. The ability of ABCI to continue as a going concern is dependent on the
Company obtaining adequate capital funding. Accordingly, the financial
statements do not include any adjustments related to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities or other adjustments that might be necessary should we be unable to
continue in business.


<PAGE>


Unaudited Interim Financial Information

The accompanying interim balance sheet as of March 31, 2003 and the statements
of operations and cash flow for the three month period ended March 31, 2003,
together with the related notes are unaudited and, in the opinion of management,
include all normal recurring adjustments that the Company considers necessary.
Certain information and note disclosures normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. A more complete description
of accounting policies and disclosures is include in the Company's annual report
on Form 10-KSB.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities, and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates
made by management are among others, realization of long lived assets, deferred
taxes and payroll taxes obligations.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
difference between the tax basis of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.

Net Loss Per Share

Income (loss) per common share is computed on the weighted average number of
common shares outstanding during each year. Basic EPS is computed as net income
(loss) applicable to common stockholders divided by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur from common shares issuable through stock options,
warrants and other convertible securities when the effect would be dilutive.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosure about Fair
Value of Financial Instruments," requires certain disclosures regarding the fair
value of financial instruments. For certain of the Company's financial
instruments, including cash and cash equivalents and accounts payable and
accrued liabilities, the carrying amounts approximate fair value due to their
short maturities. The amounts shown for notes payable also approximate fair
value because current interest rates offered to the Company for debt of similar
maturities are substantially the same.


<PAGE>


Accounting for Stock-Based Compensation

Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", prescribes a fair value method of accounting for
stock based compensation plans and for transactions in which stock options or
other equity instruments are exchanged for goods or services. Accordingly, the
fair value of the equity instruments is used to account for the payment of
services rendered. The cost of stock-based compensation is measured at the grant
date on the value of the award and recognizes this cost over the service period.
The value of the stock-based award is determined using a pricing model whereby
compensation cost is the excess of the fair market value of the stock as
determined by the model at grant date or other measurement date over the amount
an employee must pay to acquire the stock. During 2002 Thomas Carter, former
Chairman and CEO was given an option to purchase 2,500,000 shares of the
Company's Common Stock at $0.05 per share, all of which were exercisable in the
year of issuance. Utilizing the Black Scholes model which considers the one year
term, the $0.12 market price at the time of issuance and an interest rate of
6.48%, it was determined that a compensation expense of $75,000 was to be
recorded. During 2003, the stock options were rescinded in connection with the
conversion of debt to the Company's former Chairman and CEO (Note 6).

NOTE 3--CONVERTIBLE DEBENTURES PAYABLE

As of December 31, 2001, the Company had issued $1,354,000 short-term
convertible promissory notes, and assumed $175,000 of convertible debt through
the merger with One Class Synergy. All of the short term convertible promissory
notes were converted to common stock by March 31, 2002. During the first quarter
of 2003, $150,000 of convertible debt was converted to common stock.

NOTE 4--CAPITAL STRUCTURE

Preferred Stock

The Board of Directors has the authority to issue Preferred Stock and to fix and
determine its series, relative rights and preferences. As of the March 31, 2003,
no classes of Preferred Stock were declared, issued or outstanding.


<PAGE>


Common Stock

The Holders of Common Stock have one vote per share on all matters (including
election of Directors) without provisions for cumulative voting. The Common
Stock is not redeemable and has no conversion or preemptive rights.

In the event of liquidation of the Company, the holders of Common Stock will
share equally in any balance of the Company's assets available for distribution
to them after satisfaction of creditors and the holders of the Company's senior
securities. The Company may pay dividends, in cash or in securities or other
property, when and as declared by the Board of Directors from assets legally
available. To date, the Company has not declared or paid dividends on its Common
Stock.

From July 1999 through December 31, 2001, the Company raised an additional
$2,124,784 utilizing a Private Placement Memorandum and merger with One Class
Synergy Corporation issuing 2,590,036 shares of the combined company common
stock.

During calendar year ended December 31, 2002 the Company issued 7,711,000 shares
of common stock equally $2,620,708 for the payment of operating expenses.

During calendar year ended December 31, 2002 the Company issued 2,217,007 shares
of common stock for the payment of debt, equaling $1,439,347.

During the quarter ended March 31, 2003 the Company issued 7,005,450 shares of
common stock for the payment of debt, equaling $2,848,683.

NOTE 5-- STOCK COMPENSATION PLANS

During January 2003, the Company adopted the 2001-2002 Consultants Stock Option
Plan (the "Plan"). The Plan authorizes the Board and / or designed committee to
grant options to certain qualifying consultants. The aggregate number of option
shares cannot exceed 3,000,000. The stock options granted under the Plan may be
of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.
The option price per share of stock under the Plan will be determined by the
Board and/or Committee at the time of grant but shall not, (i) in the case of
Non-Qualified Stock Options, be less than 75 percent of the fair market value of
the stock on such date, and (ii) in any event, be less than the par value of the
stock. If an individual with more than 10 percent of the combined voting power
of all classes of stock of the Company or any Parent Corporation and an
Incentive Stock Option is granted, the option price shall be no less than 110
percent of the fair market value of the stock on the date granted. Options
granted and not exercised within 10 years will expire. To the extent that the
aggregate fair market value of shares of stock with respect to which Incentive
Stock Options granted under this Plan become exercisable for the first time
during the calendar year exceeds $100,000, such stock options will be treated as
Non-Qualified Stock Options. As of March 31, 2003, no options have been granted.

During April 2002, the Company adopted the 2002 Professionals Stock Compensation
Plan. The Plan authorizes the Board and / or designed committee to grant options
to certain qualifying consultants. The aggregate number of option shares cannot
exceed 500,000. The stock options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Non-Qualified Stock Options. The option
price per share of stock under the Plan will be determined by the Board and / or
Committee at the time of grant but shall not, (i) in the case of Non-Qualified
Stock Options, be less than 75 percent of the fair market value of the stock on
such date, and (ii) in any event, be less than the par value of the stock. If an
individual with more than 10 percent of the combined voting power of all classes
of stock of the Company or any Parent Corporation and an Incentive Stock Option
is granted, the option price shall be no less than 110 percent of the fair
market value of the stock on the date granted. Options granted and not exercised
within 10 years will expire. To the extent that the aggregate fair market value
of shares of stock with respect to which Incentive Stock Options granted under
this Plan become exercisable for the first time during the calendar year exceeds
$100,000, such stock options will be treated as Non-Qualified Stock Options. As
of March 31, 2003, no options have been granted.


<PAGE>


NOTE 6--RELATED PARTY TRANSACTIONS

The Company paid amount due to a shareholder of $369,126 during the quarter
ended March 31, 2003 with the issuance of 2,000,000 shares of the Company's
common stock.

The Baum Law Firm ("TBLF") has been engaged for 12 months to consult to the
Company. As of the date of this report, May 14, 2003, TBLF has spent
approximately 492 hours of billable time (at USD $275.00 per hour) engaging in
efforts to liquidate assets of the Company, and to settle lawsuits and various
Company obligations.

It is likely that TBLF will, during calendar year 2003, convert some or all of
it's debt with the Company into common shares. A conversion or all or part of
the TBLF debt may cause TBLF to gain voting control of the Company.

The Company accrued $135,300 of legal fees due The Baum Law Firm, which is owned
by Mark Baum, the Company's CEO and Chairman.

NOTE 7--LITIGATION

The Company (ABCI) is involved in one claim summarized as follows:

The EDD of the State of California has a claim against the Company for unpaid
employee withholding taxes in the amount of approximately $84,000. Liability of
the Company is certain in this matter as successor in interest.


<PAGE>


Item 2. Management's Discussion and Analysis of Operations

Plan of Operation
-------------------

A.          General Disclosures. As was disclosed in a Form 8-K filed with the
Commission on January 15, 2003 (SEC File Number 000-13858), effective January
14, 2003, the Company ceased all existing operations and Thomas N. Carter
resigned as the Company's CEO and Board Chairman. Mr. Mark Baum ("Baum") was
appointed as the Interim CEO & Chairman.

Mark L. Baum has more than 10 years experience in creating, financing and
growing development stage enterprises in a variety of industries. Mr. Baum has
participated in numerous public spin-offs, venture fundings, private-to-public
mergers, and various asset acquisitions and divestitures. Mr. Baum is a licensed
attorney in the State of California and the principal attorney for The Baum Law
Firm. Mr. Baum's law practice focuses on Securities Laws and related issues for
SmallCap and MicroCap publicly reporting companies.

The Company is currently not operating. The Company does not own a manufacturing
facility of any kind. The Company does not own the Freedom Groove Technology.
The Company no longer operates, or continues to maintain any world wide web or
internet presence.

All employees have been dismissed.

The Company currently owns no intellectual property of any kind, including
patents or trademarks.

B.          Plan of Operation Going Forward.
            -------------------------------

     1.     Short Term Goals
            ----------------

     Continue to reduce the liabilities of the Company
     Explore the possibilities of starting a health care oriented business,
specifically a medical products distribution business
     Explore the possibility of spinning off an action sports subsidiary to the
ABCI shareholders

     2.     Long Term Goals

-    Any long term objectives will be defined by Management's ability to execute
on acquiring or starting a new business within the Company


<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

We face exposure to fluctuations in the price of our common stock due to the
very limited cash resources we have. For example, the Company has very limited
resources to pay legal and accounting professionals. If we are unable to pay a
legal or accounting professional in order to perform various professional
services for the company, it may be difficult, if not impossible, for the
Company to maintain its reporting status under the '34 Exchange Act. If the
Company felt that it was likely that it would not be able to maintain its
reporting status, it would make a disclosure by filing a Form 8-K with the SEC.
In any case, if the Company was not able to maintain its reporting status, it
would become "delisted" and this would potentially cause an investor or an
existing shareholder to lose all or part of his investment.


<PAGE>


Item 4. Controls and Procedures

A.     Evaluation of disclosure controls and procedure.
       ------------------------------------------------

Under the supervision and with the participation of our management, currently
consisting of Mark L. Baum, we have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures within 90 days of the
filing date of this quarterly report, and based on their evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's periodic SEC filings. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.

Disclosure controls and procedures are the controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.

B.     Changes in Internal Controls.
       -----------------------------

Not applicable.


<PAGE>


                                    Part II.
                                Other Information

Item 1.   Legal Proceedings.

There are currently no active matters that have resulted in litigation with the
Company.

However, there are numerous creditors that remain unsatisfied with the Company's
ability to meet its obligations to these respective parties.

It is anticipated that any one or more of these creditors could initiate
litigation against the Company at any time regarding these unmet obligations.


<PAGE>


Item 2.   Changes in Securities and Use of Proceeds

During the Quarter ending March 31, 2003, the Company issued securities using
the exceptions available under the Securities Act of 1933 including unregistered
sales made pursuant to Section 4(2) of the Securities Act of 1933, as follows:

Randall Jones was issued 2,000,000 common shares in consideration of the
settlement of any and all obligations owed to him as of January 15, 2003.

Thomas N. Carter was issued 2,000,000 common shares in consideration of the
settlement of any and all obligations owed to him.


<PAGE>


Item 3.   Defaults Upon Senior Securities

None.

Item 4.    Submission of Matters to a Vote of Security Holders.

On or about July 1, 2001, a majority of our shareholders consented to the merger
with American Boardsports Company, Inc., a California corporation and the
amendment of our Articles of Incorporation to change our name to ABCI Holdings,
Inc.

A shareholder meeting was not held during calendar year 2002.

There was not a matter submitted to our shareholders during the first calendar
quarter of 2003.

Item 5.    Other Information

Not applicable.

Item 6.    Exhibits and Reports Filed on Form 8-K:

-          On January 15, 2003, the registrant filed a Form 8-K (SEC File Number
000-13858 and Film Number 03513556) that stated that as of January 15, 2003,
Thomas N. Carter had resigned all of his positions with the Company and that
Mark L. Baum had accepted an appointment as Chairman of the Board of Directors,
and that Mr. Baum would act as Interim-CEO.

-          On March 20, 2003, the registrant filed a Form 8-K (SEC File Number
000-13858 and Film Number 03610268) that stated the Company's new mailing
address. The Form 8-K further warned that the Company was having difficultly in
filing its Form 10K-SB and that it was in danger of being delisted.

-         On April 2, 2003, the registrant filed a Form 8-K (SEC File Number
000-13858 and Film Number 03635554) that updated shareholders and the
marketplace on the settlement of approximately $2.85 million in debt with 28
creditors.


<PAGE>


                           ABCI Holdings Incorporated


                                   SIGNATURES
                                   ----------

     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 thereunto duly authorized.

                    ABCI HOLDINGS INCORPORATED

(Registrant)

                                 By: /s/ Mark L. Baum
Date: May 20, 2003
                                 Mark L. Baum
                                 Chairman of the Board of Directors, CEO and CFO
                                 (Principal Accounting Officer)


<PAGE>


                           ABCI Holdings Incorporated

                            CERTIFICATION PURSUANT TO
                         THE SARBANES-OXLEY ACT OF 2002

I, Mark L. Baum, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of ABCI Holdings
Incorporated;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's certifying officers are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.   The registrant's certifying officer has disclosed, based on his most recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or person performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers have indicated in this quarterly
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

/s/   Mark L. Baum
      Mark L. Baum
      Chairman, CEO and CFO