<Page>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                              AMENDMENT FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: June 30, 2001

                         Commission File Number: 0-25388


                               ABCI Holdings, Inc.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)


                                    Delaware
                                    --------
         (State or other jurisdiction of incorporation or organization)


                                   86-0214815
                                   ----------
                        (IRS Employer Identification No.)


                               5897 Oberlin Drive
                                    Suite 210
                                  San Diego, Ca
                                ----------------
                    (Address of principal executive offices)


                                4400 US Highway 9
                                 Freehold, N.J.
                            ------------------------
          (Former name or former address, if changed since last report)


                                      92121
                                      -----
                                   (Zip Code)


                                 (760) 434-8486
                                 --------------
                           (Issuer's Telephone Number)


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 past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days:
Yes __X__ No ____.

The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 20, 2001 was 10,863,333 common shares.

<Page>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial statements for the three-month period ended June
30, 2001 are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

OVERVIEW

     In November 1998, we acquired all of the issued and outstanding securities
of Naidger Power Systems, Inc., which resulted in a significant change in our
principal business from a security guard business to a holding company whose
subsidiaries are engaged in the production of metal parts and sub-assemblies,
primarily the gas meter, white goods and auto parts sector, as well as the
design and production of tools, injection molds, dies and assembly jigs for use
in the production of gas meters, white goods, auto parts and telecommunication
equipment. These businesses were subsequently sold and we have no current
operations and we did not generate any revenues during the three month period
ended June 30, 2001. Our intention is to seek to acquire assets or shares of an
entity actively engaged in business, in exchange for issuance of our securities.

PLAN OF OPERATION

     Our current business purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of an Exchange Act registered corporation. We will not restrict our search to
any specific business, industry, or geographical location and we may participate
in a business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. See "Part II, Item 7, Financial
Statements." This lack of diversification should be considered a substantial
risk to our shareholders because it will not permit us to offset potential
losses from one venture against gains from another.

     We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

                                        2
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     We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

     We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets and
we have existing liabilities which will be assumed by any merger candidate.
However, management believes we will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time required to
conduct an initial public offering. The owners of the business opportunities
will, however, incur significant legal and accounting costs in connection with
acquisition of a business opportunity, including the costs of preparing Form
8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any
merger or acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to be
included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, our officers and directors have not conducted market research and
are not aware of statistical data which would support the perceived benefits of
a merger or acquisition transaction for the owners of a business opportunity.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officers and directors, none of whom is a professional
business analyst. Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its attention through
present associations of the our officers and directors, or by the our
shareholders. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact our proposed activities; the potential for
growth or expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification; and other
relevant factors. Our officers and directors expect to meet personally with
management and key personnel of the business opportunity as part of their
investigation. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors. We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

     Management, while not especially experienced in matters relating to our new
business, shall rely upon their own efforts and, to a much lesser extent, the
efforts of our shareholders, in accomplishing our business purposes. It is not
anticipated that we will utilize any outside consultants or advisors to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be paid by the prospective merger/ acquisition candidate, as we have no cash
assets with which to pay such obligation. There have been no contracts or
agreements with any outside consultants and none are anticipated in the future.

     We will not restrict our search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of

                                        3
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its corporate life. It is impossible to predict at this time the status of any
business in which we may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which we may offer. However, we do not intend to
obtain funds in one or more private placements to finance the operation of any
acquired business opportunity until such time as we have successfully
consummated such a merger or acquisition.

     It is anticipated that we will incur nominal expenses in the implementation
of our business plan described herein. Because we have no capital with which to
pay these anticipated expenses, our present management or interested
shareholders will pay these charges with their personal funds, as loans to us.
However, the only opportunity which management has to have these loans repaid
will be from a prospective merger or acquisition candidate. Management has
agreed among themselves that the repayment of any loans made on behalf of us
will not impede, or be made conditional in any manner, to consummation of a
proposed transaction.

     Effective May 29, 2001, the "Company" entered into a letter of intent
with American Boardsports Company, Inc. ("ABC"), a privately held California
corporation, whereby the Company has agreed in principle to acquire all of
the issued and outstanding shares of ABC, in exchange for issuance by the
Company of previously unissued "restricted" common stock. The relevant terms
of the proposed transaction require the Company to undertake a reverse split
of its issued and outstanding common stock, whereby one (1) share of common
stock shall be issued for every fifty (50) share presently outstanding and
thereafter, issue to the ABCI shareholders and certain finders, an aggregate
of 6,800,000 "restricted" common shares, representing approximately 95% of
the Company's then outstanding common stock, in exchange for all of the
issued and outstanding shares of ABCI. A copy of the applicable letter of
intent is attached as an Exhibit to Form 8-K filed by the Company on June 5,
2001.

     The terms and conditions contained in the letter of intent and the
proposed share exchange is subject to satisfaction of various conditions,
including completion of due diligence activities, the approval of the
transaction by the ABC shareholders, the approval of the proposed transaction
by the shareholders of the Company and ABC successfully consummating a
convertible debt financing of up to $1,000,000, in order to clear title to
its Canadian plant. If the proposed transaction with ABCI is consummated,
some of the present officers and directors of the Company are expected to
resign their respective positions with the Company, to be replaced by certain
members of the present management of ABCI.

     Effective August 11, 2001, ABCI Holdings, Inc. (formerly OneClass
Synergy Corp.) (the "Company") entered into an agreement and plan of merger
with American Boardsports Company, Inc. ("ABC"), a privately held California
corporation, whereby the Company has agreed to acquire all of the issued and
outstanding shares of ABC, in exchange for issuance by the Company of
previously unissued "restricted" common stock. The relevant terms of the
proposed transaction required the Company to undertake a reverse split of its
issued and outstanding common stock, whereby one (1) share of common stock
shall be issued for every fifty (50) share presently outstanding and
thereafter, issue to the ABCI shareholders and certain finders, an aggregate
of up to 10,863,000 "restricted" common shares subject to certain
adjustments, representing approximately 85% of the Company's then outstanding
common stock, change the name of the Company to ABCI Holdings, Inc., in
exchange for all of the issued and outstanding shares of ABC. The effective
date of the merger was the record date of reverse stock split, August 11,
2001. A copy of the agreement is attached to Form 8-K filed on August 27,
2001.

Acquisition of Opportunities

     In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition, our directors may, as part of the terms of
the acquisition transaction, resign and be replaced by new directors without a
vote of our shareholders or may sell their stock. Any terms of sale of the
shares presently held by our officers and/or directors will be also afforded to
all of our other shareholders on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of the our securities
in the future, if such a market develops, of which there is no assurance.

     While the actual terms of a transaction to which we may be a party cannot
be predicted, it may be expected that the parties to the business transaction
will find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.

     As part of our investigation, our officers and directors will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise. The manner in which we participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of us and other parties, the management of the opportunity and our

                                        4
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relative negotiation strength and such other management.

     With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, our shareholders will in all likelihood hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

     We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.

     As stated hereinabove, we will not acquire or merge with any entity which
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. We are subject to all
of the reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty to file independent audited financial
statements as part of its Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as our audited
financial statements included in its annual report on Form 10-KSB. If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the 34
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of our present management. If such transaction is
voided, the agreement will also contain a provision providing for the
acquisition entity to reimburse us for all costs associated with the proposed
transaction.

INFLATION

     Although our operations are influenced by general economic conditions, we
do not believe that inflation had a material affect on the results of operations
during the three-month period ended March 31, 2001.

                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     We have been served with a complaint alleging that we owe Mr. Max Jackson,
a former officer and director of our company, the balance of $93,473, including
principal and interest which has accrued to date, plus costs and attorneys fees.
As of the date of this Report, we have answered the complaint and we have
entered the discovery phase of this litigation.

     There are no other material legal proceedings to which we (or any of our
officers and directors in their capacities as such) is a party or to which our
property is subject and no such material proceedings is known by our management
to be contemplated.

ITEM 2. CHANGES IN SECURITIES - NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

                                        5
<Page>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     NONE

ITEM 5. OTHER INFORMATION - NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits - NONE

     (b) Reports on Form 8-K - We did file a report on Form 8-K during the three
month period ended June 30, 2001, reporting the execution of a letter of
intent for acquisition of 85% of the securities of the Company.











                                        6
<Page>
                                    SIGNATURE

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


                                        ABCI Holdings, Inc.

Date: October 3, 2001                   /s/ FLOYD RYAN
                                        -------------------
                                        Floyd Ryan
                                        President














                                        7
<Page>


                 ONECLASS SYNERGY CORPORATION AND SUBSIDIARIES
                    (formerly NPS International Corporation)
                      CONDENSED CONSOLIDATED BALANCE SHEET

<Table>
<Caption>

                                     ASSETS
                                                               June 30         December 31
                                                                 2001              2000
                                                              Unaudited
<S>                                                         <C>              <C>
CURRENT ASSETS
    Cash                                                    $                $         6,749
    -----------------------------------------------------------------------------------------
       TOTAL CURRENT ASSETS                                              0             6,749

OTHER ASSETS:
    Intangibles                                                    123,000           123,000
    -----------------------------------------------------------------------------------------
      Total other assets                                           123,000           123,000

    -----------------------------------------------------------------------------------------
         TOTAL ASSETS                                       $      123,000   $       129,749
    =========================================================================================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
    Accounts payable and accrued liabilities                $      272,077   $       247,972
    Notes payable                                                  152,300           138,000
    Notes payable-shareholder                                       93,473            93,473
    Note payable former affiliate                                   70,000            70,000
    Payable under service agreement                                202,712           202,712
    Convertible debt                                               175,000           175,000
    -----------------------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES                                    965,562           927,157

LONG TERM LIABILITIES

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value, 100,000,000
      shares authorized: 17,236,411 outstanding                      1,724             1,724
    Additional paid-in capital                                   1,442,367         1,442,367
    Accumulated deficit                                         (2,286,653)       (2,241,499)
    -----------------------------------------------------------------------------------------
      Total stockholders' deficit                                 (842,562)         (797,408)

    -----------------------------------------------------------------------------------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $      123,000   $       129,749
    =========================================================================================

</Table>

                          Unaudited at June 30, 2001

                                       8
<Page>


                 ONECLASS SYNERGY CORPORATION AND SUBSIDIARIES
                    (formerly NPS International Corporation)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>

                                                        Six Months       Six Months       Three Months     Three Months
                                                          Ended            Ended            Ended             Ended
                                                       June 30,2001     June 30,2000      June 30,2001     June 30,2000
      -------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>              <C>              <C>
REVENUE                                               $                 $   1,194,480    $                $      553,129

DIRECT COSTS                                                                1,061,398                            505,983
      -------------------------------------------------------------------------------------------------------------------
         GROSS PROFIT                                                         133,082                             47,146

EXPENSES
      General and administrative expenses                     37,368          490,361            1,000           302,830

      -------------------------------------------------------------------------------------------------------------------
           NET LOSS FROM OPERATIONS                          (37,368)        (357,279)          (1,000)         (255,684)

OTHER EXPENSE (INCOME)
      Interest expense                                         7,786           41,019            4,036            20,791
      Interest (income)                                                        (6,071)                            (1,815)
      Gain on sale of assets                                                     (139)                               988
      -------------------------------------------------------------------------------------------------------------------
         TOTAL OTHER EXPENSE (INCOME)                          7,786           34,809            4,036            19,964

TAXES                                                                          13,807                              6,154

      -------------------------------------------------------------------------------------------------------------------
           NET LOSS                                   $      (45,154)   $    (405,895)   $     (5,036)    $     (281,802)
      ===================================================================================================================

      Weighted Average Shares                             17,236,411       12,008,334       17,236,411        13,390,257
      Loss per share                                  $       nil       $       (0.03)          nil       $        (0.02)

</Table>

                                   Unaudited

                                       9
<Page>


                 ONECLASS SYNERGY CORPORATION AND SUBSIDIARIES
                    (formerly NPS International Corporation)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>

                                                             Six Months       Six Months
                                                               Ended            Ended
                                                            June 30,2001    June 30,2000
                                                          -------------------------------
<S>                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                             $     (45,154)    $   (405,895)

     Adjustments to reconcile net income to net cash
     provided by operating activities:
         Amortzation                                                              61,217
         Obligations satisfied through common stock                              518,015
         Changes in:
         Accounts receivable                                                     (86,258)
         Accounts payable and accrued expenses                   24,105         (143,510)
         Inventory                                                               (42,561)
         Prepaid expenses                                                          4,663
         Accrued taxes                                                             8,594
         Service agreement                                                      (102,746)

-----------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                           (21,049)        (188,481)

CASH FLOWS FROM INVESTING ACTIVITIES

-----------------------------------------------------------------------------------------
Net Cash Used by Investing Activities                                 0                0

CASH FLOWS FROM FINANCING ACTIVITIES
         Stockholder loans                                       14,300           20,302
         Loans from affiliate                                                    121,485

-----------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                        14,300          141,787

         NET INCREASE IN CASH                                    (6,749)         (46,694)

     Cash, beginning of the year                                  6,749          134,330

-----------------------------------------------------------------------------------------
     Cash, June 30                                        $           0     $     87,636
=========================================================================================

SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:


SUPPLEMENTAL INFORMATION:
         Interest paid                                    $           0     $          0
         Taxes paid                                       $           0     $          0

</Table>

                                   Unaudited

                                       10
<Page>


                          ONECLASS SYNERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       BASIS OF PREPARATION

The unaudited financial statements of OneClass Synergy Corporation (formerly NPS
International Corporation) (the "Company") presented herein have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of the
information and note disclosures required by generally accepted accounting
principles. However, management has included all adjustments necessary in order
to make the financial statements not misleading, in the opinion of management.
These statements should be read in conjunction with the financial statements and
notes thereto included in our last audited financial statements. These audited
statements are contained in our Form 10-K for the year ended December 31, 2000.


2.       CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.

3.       SUBSEQUENT  EVENTS

Effective August 11, 2001 the Company entered into an agreement and plan of
merger with American Boardsports Company, Inc. ("ABC"), a privately held
California Corporation. The Company has agreed to acquire all of the issued and
outstanding shares of ABC, in exchange for issuance by the Company of previously
unissued "restricted" common stock. The relevant terms of the proposed
transaction required the Company to undertake a reverse split of its issued and
outstanding common stock, whereby one (1) share of common stock shall be issued
for every fifty (50) shares presently outstanding. After the reverse split the
Company will issue to the ABC shareholders, and certain finders, an aggregate of
up to 10,863,000 "restricted" common shares, representing approximately 85% of
the Company's then outstanding common stock. The Company will change the name to
ABCI Holdings, Inc., in exchange for all of the issued and outstanding shares of
ABC. For additional information please refer to the 8-K filed with the SEC on
August 27, 2001.


                                       11