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, 2004 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. 0-25388ABCI HOLDINGS, INC.
(Name of small business issuer in its charter)


_____________________________________________





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


_____________________________________________





Post Office Box 1688
Solana Beach, California
92075(Address of Principal Executive Offices)
(Zip Code)Issuer's Telephone Number
760-230-2300 X205





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 May 27, 2004, there were 100,000,000 shares of the Company's common stock issued and outstanding.





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





This Form 10-QSB consists of 19 Pages.





TABLE OF CONTENTS


FORM 10-QSB QUARTERLY REPORT


_________________________





ABCI HOLDINGS, INC.





Section
Heading
PagePart I
Financial InformationItem 1
Financial Statements
3Balance Sheets at Balance Sheet as of March 31, 2004 and December 31, 2003 (Unaudited)
5Statement of Operations (Unaudited) from January 1, 2004 to March 31, 2004, and the comparative period for Fiscal Year 2003
6Statement of Cash Flows (Unaudited) from January 1, 2004 to March 31, 2004, and the comparative period for Fiscal Year 2003
7Notes to Financial Statements
8Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
12Item 3
Quantitative and Qualitative Disclosures about Market Risk
12Item 4
Controls and Procedures
13Part II
Other InformationItem 1
Legal Proceedings
14Item 2
Changes in Securities and Use of Proceeds
15Item 3
Defaults Upon Senior Notes
15Item 4
Submission of Matters of a Vote to Security Holders
15Item 5
Other Information
15Item 6
Exhibits and Reports on Form 8-K
15Signatures
16Sarbanes-Oxley Certifications
17-18








Item 1.


ABCI Holdings Inc.





Financial Statements


For the Three Ended


March 31, 2004





ABCI Holdings Inc.








Financial Statements





March 31, 2004





________________________________





CONTENTS


________________________________








Balance Sheet      5Statements of OperationsAt Three Months    6Statements of Cash Flows    7Notes to Financial Statements    8





ABCI Holdings Inc.


Balance Sheet as of March 31, 2004 and December 31, 2003


(See Footnotes Below)





March 31 and December 31,
2004
2003AssetsCurrent assetsCash

$ -
$ -Total current assets
-
-Total Assets

$ -
$ -Liabilities and Stockholders' DeficitCurrent LiabilitiesAccounts payable
$ 24,753
$ 22,903Accrued liabilities
188,212
187,987Demand notes

57,500
57,500Convertible debentures
25,000
25,000Total Current Liabilities
295,465
293,390Long Term Liabilities
-
-Total Liabilities
295,465
293,390Stockholders' DeficitConvertible Preferred Stock, $.001 par value, 10,000,000authorized, no shares issued andoutstanding at March 31, 2004 and December 31, 2003.
-
-Common Stock, $.0001 par value, 100,000,000shares authorized, 41,692,056 issued and outstandingat March 31, 2004 and December 31, 2003.
4,169
4,169Additional paid in capital
20,877,185
20,877,185Accumulated deficit
(21,176,820)
(21,174,745)Total Stockholders' Deficit
(295,465)
(293,390)Total Liabilities and Stockholders' Deficit
$ -
$ -





ABCI Holdings Inc.


Statement of Operations from January 1, 2004 to March 31, 2004, and the comparative period for Fiscal Year 2003


(See Footnotes Below)








Period from
Period fromJanuary 1, 2004
January 1, 2003to March 31, 2004
to March 31, 2003Sales



$ -

$ -Cost of sales


-

-Gross profit


-

-Operating expensesGeneral and administrative


-

154,300Professional and consulting


1,850

10,000Office occupancy and supplies


-

300Total operating expenses


1,850

164,600Loss from operations


(1,850)

(164,600)Other income (expense)Interest expense


(225)

(5,373)Other income


-

9Total other income (expense)


(225)

(5,364)Net loss


$ (2,075)

$ (169,964)Loss Per Share- Basic and Diluted


(0.0001)

(0.0109)Weighted Average Shares Outstanding

26,446,521

15,565,071





ABCI Holdings Inc.


Statement of Cash Flows from January 1, 2004 to March 31, 2004, and the comparative period for Fiscal Year 2003


(See Footnotes Below)





Period fromJanuary 1, 2004
January 1, 2003to
toMarch 31, 2004
March 31, 2003Cash flows from operating activities:Net loss


$ (2,075)
$ (164,600)Adjustments to reconcile net loss tonet cash used by operating activities:Increase accrued liabilities


2,075
164,600Net cash used by operating activities


-
-Cash flows from investing activities:Net cash used by investing activities


-
-Cash flows from financing activities:Net cash provided by financing activities


-
-Net increase in cash


-
-Cash at beginning of year


-
-Cash at end of year


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


$ -
$ -Income taxes


$ -
$ -Noncash investing and financing activitiesStock issued for debt


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


$ -
$ -





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 years, 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 manufactured and/or assembled its products from components acquired from suppliers in North America. Products were marketed with the Company's own trade names, such as, "Thruster," "Revelation," "Human," "Republic," and "Enemy."





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 $21,176,820 from inception through March 31, 2004. As of that date, the Companys current liabilities exceeded its current assets by $295,465. 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.





Unaudited Interim Financial Information





The accompanying interim balance sheet as of March 31, 2004 and the statements of operations and of cash flow for the three-month period ended March 31, 2004 and 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 included in the Companys annual report on Form 10-KSB.





The results of operations for the three months ended March 31, 2004 are not necessarily indicative of operating results to be expected for the full year.





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 and deferred taxes.





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





SFAS 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, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities.





Accounting for Stock-Based Compensation





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 granted 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%, compensation expense of $75,000 was recorded during 2002. During 2003, the stock options were rescinded in connection with the conversion of various obligations due to the Companys former Chairman and CEO.





NOTE 3--CONVERTIBLE DEBENTURES PAYABLE





As of December 31, 2001, the Company had issued $1,354,000 of 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, 2004 and December 31, 2003, no classes of preferred stock were declared, issued or outstanding.





Common Stock





The holders of common stock have one vote per share on all matters, including the election of directors, without provisions for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights.





During the quarter ended March 31, 2003 the Company issued 7,005,450 shares of common stock for the liquidation 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 would be treated as non-qualified stock options. As of March 31, 2004 and December 31, 2003, no options have been granted under the Plan.





During April 2002, the Company adopted the 2002 Professionals Stock Compensation Plan. The Plan authorizes the Board and/or a designated 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, 2004 and December 31, 2003, no options have been granted under the Plan.





During September 2003, the Company adopted a 2003 Stock Incentive Plan, whereby certain individuals receive stock options to stimulate their involvement and continued involvement in the Company. On September 17, 2003, the Company registered for considerations to employees, officers, directors or consultants 10,000,000 shares of the Companys common stock for services rendered and/or to be rendered and payments made under the 2003 Stock Incentive Plan. As of March 31, 2004 and December 31, 2003, no stock options have been granted under the plan.





NOTE 6--RELATED PARTY TRANSACTIONS







The Company satisfied $369,126 due to a shareholder of during the quarter ended March 31, 2003 through 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 March 31, 2004, TBLF has spent approximately more than 500 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. Although TBLF has accrued a significant debt owed to it by the Company, it is improbable that TBLF will ever be paid its bill. As such, the only form of compensation the Company can pay TBLF is non-tradable restricted common stock.





As of March 31, 2004, the Company had accrued $183,000 of legal fees due The Baum Law Firm, which is owned by Mark Baum, the Companys CEO and Chairman.





During May 2004, TBLF agreed to convert all of its debt with the Company into common shares based on the par value of those shares (USD $.001 per share). A conversion all of the TBLF debt has caused TBLF to gain voting control of the Company.





NOTE 7--LITIGATION





The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened.





NOTE 8  SUBSEQUENT EVENTS





In April 2004, the Company filed a Form S-8 "Registration Statement" registering 10,000,000 common shares under the Companys 2004 Stock Incentive Plan.





During April 2004, the Company issued 4,250,000 common shares in connection with a consulting services agreement dated April 12, 2004.





During May 2004, the Company issued 2,500,000 common shares in connection with a consulting services agreement dated May 20, 2004.


























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.





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 new operating business



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




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.








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.








Part II.


Other Information





Item 1. Legal Proceedings .





None.





Item 2.   Changes in Securities and Use of Proceeds





During the quarter ending March 31, 2004, the Company issued no securities.





Subsequent Event .





On April 29, 2004, TBLF executed a debt settlement agreement with the Company to relieve the Company of all then existing TBLF debts in consideration of 51,207,944 restricted common shares.





During April 2004, the Company issued 4,250,000 common shares in connection with a consulting services agreement dated April 12, 2004.





During May 2004, the Company issued 2,500,000 common shares in connection with a consulting services agreement dated May 20, 2004.





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 quarter ending March 31, 2004.





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 10KSB 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.
- On May 13, 2003, the registrant filed a Form 8-K (SEC Film Number 03695943) that informed the marketplace that the Company and the Board of Directors had approved of the engagement of the firm of Wong Johnson & Associates, A Professional Corporation, of Temecula, California as the Company's independent auditors.









ABCI Holdings Inc.








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 INC.

(Registrant)Date:  May 27, 2004



By:

/s/ Mark L. BaumMark L. BaumChairman of the Board of Directors, CEO and CFO(Principal Accounting Officer)








CERTIFICATION PURSUANT TO


18 USC, SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002








In connection with the quarterly report of ABCI Holdings, Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Mark L. Baum, the CEO of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to the best of my knowledge:





1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and





2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated this May 27, 2004    /s/ Mark L. Baum


Mark L. Baum,


Chairman and CEO





ABCI Holdings Inc.





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 Inc.;





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 27, 2004/s/    Mark L. BaumMark L. BaumChairman, CEO and CFO