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

                                 FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

     For the quarterly period ended: June 30, 2002

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
     EXCHANGE ACT

     For the transition period from _____________________ to __________________

     Commission file number: 0-29481

     ABCI HOLDING, INC.
     (Exact name of small business issuer as specified in its charter)

       DELAWARE                                          86-0214815
(State or other jurisdiction of                       (IRS Employer
incorporation or organization                       Identification No.)

                   4509 ADAMS STREET, SUITE A CARLSBAD, CA 92008
                     (Address of principal executive offices)

                                  (760) 720-9641
                            (Issuer's telephone number)

                    4606 PARK BLVD, SUITE C, CARLSBAD, CA. 92008
     (Former name, former address and former fiscal year, if changed since last
                                        report)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date:

     15,066,862 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF JUNE 30, 2002

     Transitional Small Business Disclosure Format (check one); Yes  No X
                                                                       ---



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                                 ABCI HOLDINGS, INC.
                                    BALANCE SHEET
                                    JUNE 30, 2002

                                        ASSETS
<S>                                                    <C>

Current Assets
Cash in the Bank                                     $           178
 Demand loan                                         $             0
                                                        ------------
Property and Equipment
 Promotional vehicle and equipment                            51,545
 Office furniture and equipment                              183,076
 Manufacturing equipment                                      32,599
 Less accumulated depreciation                              (267,220)
                                                        ------------
  Net property and equipment                                       0
                                                        ------------
Other Assets
 Trademark                                                   132,436
 Covenant not-to-compete                                     150,000
 Prototype                                                   187,423
 Less accumulated amortization                              (469,859)
                                                        ------------
  Net other assets                                                 0
                                                        ------------
  Total assets                                        $          178
                                                        ------------
     LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
 Accounts payable--trade                                $    686,577
 Accrued liabilities                                          91,084
 Accrued royalties                                            50,000
 Payroll tax payable                                          76,078
 Demand notes                                              1,081,122
 Convertible debentures                                       36,128
                                                        ------------
  Total current liabilities                                2,020,989
                                                        ------------
Long-Term Liabilities                                              0
                                                        ------------
  Total liabilities                                        2,020,989
                                                        ------------

Shareholders' Deficit

 Common stock--100,000,000 $.0001 par value
 shares authorized; 15,066,862 issued and
 outstanding                                              14,751,543
 Additional paid-in-capital                                4,578,768
 Accumulated deficit                                     (21,351,122)
                                                        ------------
  Total shareholders' deficit                             (2,020,811)
                                                         -----------
  Total liabilities and shareholders' deficit          $         178
                                                        ------------


See the Accompanying Notes to Financial Statements
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                                 ABCI HOLDINGS, INC.
                               STATEMENT OF OPERATIONS
                          FOR THE SIX MONTHS ENDED JUNE 30, 2002

<S>                                      <C>

Revenue . . . . . . . . . . . . . . . .                  $         0
Cost of Goods Sold. . . . . . . . . . .                            0
                                                         -----------
 Gross profit (loss). . . . . . . . . .                            0
                                                         -----------
Expenses
 General and administrative . . . . . .                    2,781,173
                                                         -----------
  Total expenses. . . . . . . . . . . .                    2,781,173
                                                         -----------
Income (Loss) from Operations . . . . .                   (2,781,173)
                                                         -----------
Other Income (Expense)
 Miscellaneous income . . . . . . . . .                            9
 Interest expense . . . . . . . . . . .                      (10,878)
                                                         -----------
  Total other income (expense). . . . .                      (10,869)
                                                         -----------
Net Income (Loss) . . . . . . . . . . .                  $(2,792,042)
                                                         -----------

See the Accompanying Notes to Financial Statements
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                                 ABCI HOLDINGS, INC.
                               STATEMENT OF CASH FLOWS
                                    JUNE 30, 2002


<S>                                            <C>
                                        2002
                             --------------------------

Cash Flows from Operating
Activities:
 Net income (loss). . . . . . . . . . . . . .  $          (2,792,042)
 Adjustments to reconcile net
 loss to cash flows from
 operating activities:

  Depreciation. . . . . . . . . . . . . . . .                      0
  Amortization of intangibles . . . . . . . .                      0
  Loss on dispositions. . . . . . . . . . . .                      0
  Write off of intangibles. . . . . . . . . .                      0
 (Increase) decrease in:
  Accounts receivable . . . . . . . . . . .                        0
  Allowance for doubtful. . . . . . . . . .                        0
  accounts
 Increase (decrease) in:
  Accounts payable. . . . . . . . . . . . . .                      0
  Accrued payroll liability . . . . . . . . .                      0
  Reserve for warranty                     --------------------------
  Cash (used) by operating. . . . . . . . . .             (2,792,042)
  Activities                              --------------------------
Cash Flows from Investing . . . . . . . . . .                      0
Activities                                --------------------------
 Cash provided by investing . . . . . . . . .  $                   0
  Activities                                          --------------
Cash Flows from Financing
Activities:
 Proceeds from convertible. . . . . . . . . .  $          (1,353,141)
 debentures
 Net change of bank overdraft . . . . . . . .                 (6,035)
 Issuance of common stock . . . . . . . . . .              1,973,483
 Contributed capital. . . . . . . . . . . . .              2,108,900
 Net loans. . . . . . . . . . . . . . . . . .                 69,013
                                           -------------------------
  Cash provided from financing. . . . . . . .              2,792,220
  Activities                               -------------------------
Net change in cash. . . . . . . . . .. . . .                     178
Cash at January 1, 2002 . . . . . . . . . . .                      0
                                           -------------------------
Cash at June 30, 2002 . . . . . . . .  .  $                      178
                                           -------------------------
Supplemental Information
 Interest paid. . . . . . . . . . . . . . $                        0
                                           -------------------------
 Taxes paid . . . . . . . . . . . . . . . . .  $                   0
                                           -------------------------

</TABLE>


<PAGE>


                               ABCI HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2002

NOTE 1--ORGANIZATION AND OPERATIONS

Organization

        ABCI Holdings, Inc. ("ABCI" or "Company"), formerly known as
OneClass Synergy Corporation, was incorporated in the State of Delaware in
1967.

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

Operations

        The Company sells 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."

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

        The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

Cash and Cash Equivalents

        Cash and cash equivalents consist of demand deposit accounts only.


<PAGE>


Inventory

        Inventory is valued using First-In, First-Out (FIFO), lower of cost
or market method.

Property and Equipment

        Property and equipment are stated at cost. Depreciation and
amortization is computed using the straight-line method over the estimated
useful lives of the assets ranging from three to seven years.

Intangible Assets

        Intangible assets are recorded at cost and amortized over their
estimated useful lives using the straight-line method. Each asset is continually
evaluated by management to determine if its carrying value will be realized
based upon the estimated discounted cash flow expected from the asset.
Additional amortization is recognized in the period a decline in value is
identified.

        For acquisitions completed on or before June 30, 2001, the excess
of the cost over the fair value of net assets of purchased businesses is
recorded as goodwill and is amortized on a straight-line basis over periods of
40 years or less. The cost of other acquired intangibles is amortized on a
straight-line basis over their estimated useful lives. The Company continually
evaluates the carrying value of goodwill and other intangible assets. Any
impairments would be recognized when the expected future operating cash flows
derived from such intangible assets is less than their carrying value.

        The Company has adopted SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangibles Assets." All business combinations
consummated after July 1, 2001 are accounted for in accordance with the new
pronouncements. Goodwill relating to acquisitions completed subsequent to June
30, 2001 is not amortized and is subject to impairment testing. In addition,
effective January 1, 2002, the Company will no longer be required to amortize
goodwill and certain other intangible assets relating to acquisitions completed
prior to July 1, 2001.

Income Taxes

        The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards No. 109. Deferred income taxes are provided
for timing differences between financial statements and income tax reporting.
The Company's temporary differences are primarily due to minor differences in
depreciation methods.


<PAGE>


Accounting for Stock-Based Compensation

        Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS No. 123), 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.
The Company adopted this accounting standard at inception. Accordingly, the fair
value of the equity instruments is used to account for the payment of services
rendered. Also, in accordance with SFAS No. 123, the Company has footnote
disclosure with respect to stock-based, non-employee compensation. 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.

New Accounting Pronouncements

        In December 1999, the Staff of the Securities and Exchange
Commission released Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition, to provide guidance on the recognition, presentation and disclosure
of revenues in financial statements. In June 2000, the SEC staff amended SAB 101
to provide registrants with additional time to implement SAB 101.

NOTE 3--INVENTORY

        In March 2001, the Company closed their facility located at 1770
Kettner Boulevard, San Diego, California. At that time all inventory was
liquidated.


NOTE 4--CONVERTIBLE DEBENTURES PAYABLE

        During the year ended December 31, 2001, the Company issued
$1,354,000 short-term convertible promissory notes, which were converted to
common stock during the six months ended June 30, 2002. The remaining notes are
due within six months of issuance and have accrued interest at the rate of 10%
per annum.

NOTE 5--COMMITMENTS

        The Company leases its office space in Carlsbad, California, with a
term of 1 year with monthly lease payments of $2,000. The lease will expire in
March 2003.


<PAGE>


        Rent expense for the six months ended June 30, 2002 was $0.

        In January 2002, an employment agreement was executed with the
Chairman and Chief Executive Officer. The term of the agreement is for three
years unless terminated sooner by the Company. As a signing bonus, he was
granted an option to purchase 2,500,000 shares of common stock at $.05 per share
for a period of three years, or for as long as this agreement remains in effect.

NOTE 6--INCOME TAXES

        As of June 30, 2002, the Company had a federal and state net
operating loss carryforward that may be of future limited

NOTE 7--CONTINGENCIES--GOING CONCERN

        As reported in the financial statements, ABCI has incurred a
recurring loss of $21,351,122 from inception through June 30, 2002. As of that
date, the Company's current liabilities exceeded its current assets by
$2,020,989. In addition, on June 30, 2002, the Company's current accounts
payable totaled $686,577. 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 to
produce products and significant market demand for these products.

        The financial statements do not include any adjustments that might
be necessary if ABCI is unable to continue as a going concern.

NOTE 8--STOCK OPTION PLAN

        In June 1993, ABCI adopted a Stock Option Plan (the "Plan"), for
certain key employees. The Plan authorizes the Board/Committee to grant options
to certain qualifying employees. The aggregate number of option shares cannot
exceed 390,000. The Plan requires the employee to pay, at the time of exercise,
a price not less than the fair market value of the Company's shares at the time
options are first granted to the employee. The selection of recipients and
number of option shares to be allocated to each recipient is within the
discretion of the Board/Committee. Options granted and not exercised after 10
years will expire. As of June 30, 2002, no options have been granted.


<PAGE>


NOTE 9--RELATED PARTY TRANSACTIONS

        The Company has an amount due to a shareholder of $517,770 as of
June 30, 2002.

NOTE 10--LITIGATION

        The Company (ABCI) is involved in three claims summarized as
follows:

     a.   Litigation against the Company's predecessors in interest,
          American Boardsports Company, Inc. (ABCI) brought by three
          related ABCI shareholders seeking rescission and damages in
          connection with stock purchases in the amount of $450,000. The
          claim is being defended. Liability of the Company as a successor
          in interest is doubtful although there cannot be assurance of the
          actual outcome.

     b.   Litigation against ABCI, the Company's predecessor in interest,
          involving unpaid rent and associated charges in the amount of
          $20,904. Liability of the Company is certain in this matter as a
          successor in interest.

     c.   Unpaid employee withholding taxes due to Internal Revenue Service
          in the amount of approximately $76,078. Liability of the Company
          is certain in this matter as successor in interest.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

        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

        ABCI Holding, Inc., f/k/a OneClass Synergy Corporation, f/k/a NPS
International Corporation, f/k/a National Industrial Security Corporation,
("we," "our," "us," or the "Company") was incorporated under the laws of the
State of Delaware in 1967. Effective August 11, 2001, ABCI Holdings, Inc. (the
"Company") entered into an agreement and plan of merger with American
Boardsports Company, Inc. ("ABC"), a privately held California corporation,
whereby the Company 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 transaction required the
Company to undertake a reverse split of its issued and outstanding common stock,
whereby one (1) share of common stock was issued for every fifty (50) shares
presently outstanding and thereafter, issue to the ABC 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.
Under the terms of the contract, the officers and directors of the Company
resigned their respective positions with the Company, and have been replaced by
Thomas N. Carter and Floyd Ryan, who were previously employed as management of
ABC.


<PAGE>


        With in the Action Sports Industry, ABCI Holdings, Inc. believes it
has an established a foundation as an innovator and manufacturer of high
quality, high performance products. The Company remains committed to building
upon this foundation, continuing to delivering quality products, on time, at
competitive prices, establishing customer loyalty and satisfaction through out
each of its divisions.

        Over the past seven years the Company has positioned its brand
marketing and product distribution with in the Action Sports Industry. Moving
forward, through a planned aggressive commitment to sales, marketing, industry
alliances and acquisitions, the Company is focused on increasing its market
position through brand exposure, targeting the current and future purchasing
power of the Generations "X", "Y" and "I" demographic group of consumers.

        The Company's plan is to designs\, develops, market and manufacture
several models of wakeboards, snowboards, skateboards, and accessories, as well
as related specialty clothing products.

The Company's current product lines are established and highly recognizable
labels in the Action Sports Industry, including; "Thruster Wakeboards",
"Republic Skateboards", "Revelation or Rev Snowboards" "Freedom Groove
Technology", Human Skateboards", "Competition Brand Urethane", and "Hardcharger
Bearings."

Our Opportunity

        The "Extreme  Sports" or "Action Sports" industry is an emerging and
growth oriented market place. The Boardsports Industry has establishing itself
as the fastest growing segment in Action Sports and the International Sporting
Goods Industry. Skateboarding, with over 35 million participants worldwide, is
currently growing at an average rate of 35% annually. Snowboarding, with over 5
million participants worldwide, has a current growth rate of 30% annually, and
wakeboarding being the youngest of the Boardsports, with only one million
participants worldwide, has seen the largest growth rate at a current average of
60% annually.

        By acquiring exclusive proprietary technology and in house
manufacturing capabilities of a cross section of products with in the
Boardsports Industry, the Company will be positioned to immediately capitalize
on these emerging and growth oriented markets, establishing the Company as an
innovative leader in Action Sports.


<PAGE>


Our Products

        The Company's plan is to design, develop, market and manufacture
several models of wakeboards, snowboards, skateboards, and accessories, as well
as related specialty clothing products. The product lines have already been
designed and developed. When the Company completes the acquisition of its
production facility, operations will be expanded into marketing and
manufacturing. The Company's current product lines are established and highly
recognizable labels in the Action Sports Industry, including; "Thruster
Wakeboards", "Republic Skateboards", "Revelation or Rev Snowboards" "Freedom
Groove Technology", Human Skateboards", "Competition Brand Urethane", and
"Hardcharger Bearings."

Our Strategy

     .    Offering products for all seasons.

     .    Capitalizing on Thruster Wakeboards being the oldest wakeboard
          brand (currently the 3rd fastest growing sport.)

     .    Offering a Patented performance Technology solution for rental
          and demo markets.

     .    Licensing of our Patented Technology to other companies.

     .    Licensing of our Brands to other companies (clothing etc).

     .    Licensing other Branded Marks on ABCI Holdings Products.

     .    OEM Manufacturing.

     .    Web enabling the Company to increase efficiency, productivity and
          visibility.

     .    Deploying 7distribution.com a web-based distribution company with
          e-commerce solution and offering our products to Manufactures and
          consumers, increasing our growth, margins and profitability.

Industry background

        Whether it's surfing the waves along the coast, skateboarding all
terrain or parks, snowboarding in the mountains or wakeboarding on fresh or salt
waters, California is where it all started and continues to be the center of the
Action-Sports Industry. There are appealing characteristics attributed to the
California lifestyle associated with these sports. These distinct
characteristics are the essence of the


<PAGE>


Action Sports Retail Industry and have been recognized as unique in comparison
to traditional team sports. Unlike traditional sports, Action Sports offers the
"X", "Y" and "I" demographic group a lifestyle more suited to their unique
qualities and needs including a way to creatively express themselves. The
Company believes that its target demographic group has been under-served
historically, because of the high concentration of money being spent within the
Traditional Sports Market. The Action Sports Retail Industry has supported these
individuals to allow many of them to build professional careers as riders,
designers, producers and business owners. That is why there is so much said
about the roots and respect needed to reach this market group. This group
recognizes businesses or individuals that have supported and have a genuine a
passion for the sports themselves as opposed to one just trying to capitalize on
them. Word-of-mouth spreads quickly within this industry, and consumers listen
and buy what professional riders endorse. This attitude was witnessed when
Snowboarding was introduced as an Olympic Event and the "Ski Industry people"
were given the authority to govern the event as opposed to the "Snowboard
Industry people". This demographic group and Industry is sophisticated, ethical,
diverse, and tech-savvy and thinks highly of reputation, technology, respect and
quality. The Company believes that the Action Sports Retail Industry is still
evolving and will continue to benefit, as the next generation will follow this
one. Currently Action sports are the fastest growing of all sports in the world
today. Snowboarding is first Skateboarding is second and Wakeboarding is third
respectively. This was according to the 14th annual Superstudy (r) of Sports

Participation, conducted in January 2001 by American Sports Data, Inc. of 14,772
Americans nationwide.

Action Sports Market

        The Company believes that the Action Sports lifestyle appeals to
the majority of the generations "X," "Y" and "I" demographic group. The ratio of
participants is estimated to be about 60% male and 40% female and are between
the ages 8 to 35. Marketing strategies will compliment the philosophies embodied
by this demographic group. These characteristics include; individualism, social
awareness, ethnic diversity, and technologically savvy. The key to marketing to
this highly astute demographic group is your roots and respect.


<PAGE>


     .    "Gen X" -The group represents over 78 Million in the U.S with an
          aggregate income of 1.2 Trillion dollars, or spending power of
          600 Billion dollars.

     .    "Gen Y" -Today there is nearly 22 million teen males in the U.S
          influencing $246 Billion in household spending.

     .    "Gen I"  -Young people already wield significant influence as
          consumers, ages 8-14--alone account for more than $14 billion in
          annual spending.

        The most recent and widely respected sports participation data in
the US was just released in May 2001 and it shows that skateboarding was the
second fastest growing sport in terms of participation, surpassed only be it's
close "sister sport" snowboarding. Also, note the relevance that the 3 top
growth sports (among all sports) were ABCI Holdings, Inc.'s (Echo Manufacturing)
board sports--snow, wake, and skate. Further more, Transworld Skateboarding
Business recently released results from its annual retailer survey. The 2000
survey shows skateboarding sales were up 27.25% Vs 1999.

        As Snowboarding was introduced as an Olympic Event at the 1998
Winter Olympics in Nagano, Japan, the sport has received validation and global
acknowledgement from the International Sporting Goods Industry. Snowboarding has
seen overwhelming growth and exposure to the sport and continues to be an
emerging market in the Action Sports Industry, through increased interest from
first time participants and the introduction of the cross over Skier market.

        Through television, print, radio, and e-based marketing,
Wakeboarding has also received a great deal of international exposure. With the
support of an established International Wakeboarding Tour, the sport has evolved
and has been recognized as the fastest growing sector in the Action Sports
Industry, showing 60% market growth in the past decade. Behind the growth curve
of approximately 5 to 8 years, it has been forecasted that wakeboarding will
continue to mirror the evolutionary growth of the current Snowboard market, as
more than 40% of all retail snowboard shops internationally are also wakeboard
dealers.

        Since 1997 there has been an emergence of advertisements containing
Action Sports on television from companies trying to reach the current and
future purchasing power of the "X", "Y" and "I" demographic group.


<PAGE>


        Broadcast International Group (B.I.G.) builds on T.V Plans with Fox
Sports Net Deal programming targets 68 million households. The programming will
cover all core sports: skateboarding, surfing, wakeboarding, snowboarding, BMX
and freestyle motocross. Disney, ESPN X-games, NBC, Gravity Games, Dreamworks
SKG, MTV Sports and several soft drink companies have participated in the Action
Sports Retail Industry to reach our demographic. There are several video games
that feature Action Sports such as 1080 Snowboarding by Nintendo, 2Xtreme and
X-games Pro Boarder by Sony PlayStation, Top Skater by Sega and Extreme Winter
sports by Head games publishing. Even the United States Post Office has
recognized the significance of this demographic group selling a collection of
"Extreme Sports Stamps". There are automobile companies that have named vehicles
after this group such as the "Xterra" by Nissan.

E-Commerce

        The Company believes that as the fragmented emerging market
continues to grow, it will divide into specific niches. In addition, the Company
believes that "side-stance"(surf, skate, snow, wake) sports will stay together
and companies that are trying to capitalize on the Extreme market, as a whole
will have a difficult time. Consumers will buy from specialty e-tailors that
cater to their specific needs. Due to this, the Company is targeting those
consumers that have the need to surf, skateboard, snowboard or wakeboard. These
Action Sports have crossover participants and the Company believes it will be
able to further brand each of the product lines providing a community or an
online hangout.

        Currently, online sports content and news sites rank among the most
popular on the Internet. Furthermore, online sporting goods retailing promises
significant benefits for manufacturers because consumer preference information
is efficiently captured and utilized using cutting edge collaborative filtering
techniques.

        An eye-popping 40 percent of the population over the age of 16,
report they use the Web, according to the 1999 Commerce Net/Nielsen Media
Research study. The report also shows growth in e-commerce: 55 million surfers
shop online and more than half of them are buying.

Generations "X," "Y" and "I" represent an attractive demographic groups for
online advertisers and merchandisers. Generation "I", ages 8-29 are those who
have grown up using the Internet.

        There is strong evidence that this market is still growing rapidly
and products are increasingly being purchased online. Financial service and
consumer related industries such as high-end retail, banking, securities,
health, travel and real estate are attempting to capitalize on expanding
Internet sales by shifting toward the transaction of "B2B" and "B2C" services
directly on the Internet.

        According to a Reader survey conducted by Transworld Media in 2001,
90% of all Snowboarders use the Internet and 53% say they buy goods online.


<PAGE>


        In the next three years it is estimated that the company will
produce and distribute more that One Hundred and Seventeen Thousand (117,000)
Snowboard and Wakeboard units, and more than Two Hundred and Twenty Thousand
(220,000) Skateboard units. The market value for these products with an average
per unit wholesale price of One Hundred and Seventy Five Dollars ($175) and
Twenty Four Dollars ($24) respectively, the volume will generate approximately
Twenty Six Million Dollars ($26,000,000) in revenue for the company over this
term. This volume translates into approximately 5% of the current overall market
share in the Action Sports Industry.

Strategy

     .    Offering product for all seasons.

     .    Offering a Patented performance technology solution for rental
          markets.

     .    Licensing of our Patented technology.

     .    Licensing of our brands to other companies.

     .    Licensing other branded marks on American  Board Sports products.

     .    OEM Manufacturing.

     .    Web enabling the Company to increase efficiency, productivity and
          visibility.

     .    Developing a web-based e-commerce solution and offering our
          products to consumers, increasing our growth, margins and
          profitability.

     .    Providing products for a better riding experience

Sales & Marketing

        The Company has received media coverage through the years. It plans
to continue a focus on branding its products world wide with riders, advertising
campaigns, action videos, tradeshows, web sites, and industry events. The
Company has sponsored professional and amateur team riders that represent each
of its brands. The riders compete in regional, national and international
events, contests and demonstrations. These events are covered by media and trade
publications. By attending theses events the Company's riders and products
receive free coverage that provides the Company with great branding exposure.


<PAGE>


        In addition, the Company has sponsored contest and events, allowing
the opportunity to expose the riders, showcase its products and signage. The
Company has produced team rider videos and industry videos featuring its riders.
The Company also plans to place advertisements in popular trade publications,
promoting its brands and riders.

        The Company also intends to establish international distributors
take riders on tours through their respective countries, extending global
branding exposure and rider recognition.

        In addition, the Company has been represented at major national and
international trade shows including the ISPO World Trade Show in Munich,
Germany, the ASR Action Sports Retailer Show in San Diego, California, the SIA
Ski Industries of America Show in Las Vegas, Nevada and the Surf and Water Ski
Exp., in Florida.

        The Company has web sites located at:
http://www.americanboards.com, http://www.revsnow.com,
http://www.republicskateboards.com, http://www.thrusterwake.com,
http://www.7distribution.com http://www.humanskateboards.com,
http://www.echomanufacturing.com. The Company is developing a comprehensive web
site marketing campaign containing a Company wide Extranet and Intranet offering
its brands from manufacturing to consumers through "7distribution" which will
further increase the Company's margins and profitability. The Intranet and
Extranet will offer intuitive and streamlined efficiencies Technology

        The company is in the process of acquiring the "Freedom Groove
Technology." This technology was researched, designed, developed and patented by
4117 Investments Ltd. in 1993. The track material was developed in cooperation
with the engineering department of "Dupont" in the U.S.A. As the Freedom Groove
Technology is used in both our Snowboard and Wakeboard production, the high
strength polymer material that we had developed is designed for increased
strength and performance for all the elements, from the freezing cold of the
winter to the heat of the summer.

        The 6mm T-nuts (Inserts) that slide inside the track are custom
designed and are exclusively produced for us for the Freedom Groove Technology.
The inserts are made of hardened steel with aprotective coating that is baked
into the steel at a very high temperature;with a coating rating that will
withstand over 1500 hours of direct salt spray.


<PAGE>


        REV Snowboards is currently the only collection crafted with the
revolutionary Freedom Groove Technology, providing the solution that adjusts to
your style giving you the best stance possible. Since 1994, this innovative
technology has been tested and proven making the snowboards unique and
technically superior to competitors. In 1999, the Freedom Groove Technology has
been introduced to the Wakeboard Industry by Thruster Wakeboards.

        The technology will be able to increase efficiency in demo shops
and rental markets by saving a significant amount of time in the set up process.
The Freedom Groove Technology also provides a solution for customer service by
eliminating the replacement of boards with blown out inserts. The rider doesn't
have to go through the hassles or wait for a replacement board; he/she can
easily fix the problem themselves just by replacing the Freedom Groove insert.
The Company plans to continue to brand REV snowboards as the industry leader in
technology and performance. The Company plans to offer the proprietary
technology through licensing programs.

Online Technology

        The Company has developed dynamic web sites and is in the process
of developing a comprehensive online marketing campaign. A Company wide
"Extranet" will provide a solution for retailers and distributors by offering an
intuitive and efficient streamlined process. A Company "Intranet" will provide a
more effective communication solution for employees, riders and consultants. By
creating an e-commerce model, the Company will increase its margins and
profitability by distributing products directly to the consumers.



    The Company will be utilizing 4Dmultimedia.com for the
implementation and development of its Multimedia and Internet Technologies.
4Dmultimedia.com is a Brand and Technology Convergence Company specializing in
Internet and Multimedia technology.

Distribution

        The Company will utilize a distribution network called
"7distribution." and has OEM and licensing programs. The Company will establish
a global distribution network called 7distribution for the sale of action sports
consumer products. The United States is currently divided into three regions:
the Midwest and East Coast region, the mountain region and the western region.
Within each region, the Company will retain independent manufacturers'
representatives who generally have geographic exclusivity within their market
area. To maintain this exclusivity, the representatives must satisfy certain
performance standards contained in agreements with the Company. The Company has
also designated a regional coordinator to monitor all sales, marketing and
promotional efforts within each region.


<PAGE>


        The Company will have the capacity to ship products to five
continents and sees enormous growth potential in the International market place.
The Company will enter into a direct relationship with its international
distributors, who will be responsible for all sales and distribution of the
Company's products within a given exclusive geographic area. As with the
regional manufacturer's representatives, these distributors must satisfy certain
performance standards in order to maintain their geographic exclusivity. Some of
the international Distributors are Alive and Kicking Belgium, Beatnuts Germany,
Room 47 Chile, Blank Hungary, Bizon Korea, C & P Japan, Mumbo Jumbo Puerto Rico,
CDB Spain, Extreme skate Mexico, D.F., Five Forty Singapore, Force Industries
Australia, John Doe AG Switzerland, MMK (export to Japan) Ca, Rax Ca,
Skateboarding Co. Taiwan R.O.C., Sparke shop Netherlands, TNT Diffusion France,
TDG Germany, Northern Ski Center England, House Original dist. B.C. Mexico, JSP
Japan, Dynatech Canada, and Ultimate Canada. The Company aims to have its core
brand label products distributed through specialty shops to maintain a high
quality, no discount perception of the products. Licensing enables products to
be sold mass-market at large chain stores under different brand names.

Competition

        There are currently several major competitors in the skateboarding,
wakeboarding and snowboarding industries. With respect to skateboards,
management believes its primary competitors are Birdhouse and Tumeyeto. With
respect to wakeboards, management believes its primary competitors are H.O.
Sports, EOS and Double Up. With respect to snowboards, management believes its
primary competitors are Burton, Sims, Ride and Forum. There are, of course,
several other competitors in the industry; but Management believes the foregoing
companies represent its stiffest competition.

        The Company's business model has a superior infrastructure,
manufacturing in own products for all seasons and terrain, ensuring delivery
while maintaining top quality and the best customer service. The company also
has proprietary technology and patents on technology that management believes
will become the industry standards. Management has extensive knowledge,
experience along with a broad public network of support and alliances that
ensure the Company's success.


<PAGE>


Manufacturing

        The Company intends to acquire a fifteen thousand (15,000) square
foot manufacturing facility located in Vancouver, British Columbia, Canada. The
facility is currently capable of producing 50,000 to 100,000 snowboards and
Wakeboards annually.

        Established in 1993, the production facility has built a solid
foundation and has been recognized as one of the highest quality, highest
performance and innovate production facilities in the industry and is committed
to continuing to building upon that foundation well into the future.

        All products are designed and engineered in-house using CAD
(Computer Aided Design) and CAM (Computer Aided Manufacturing), with a CNC
controlled environment to ensure the highest level of quality and consistency
through out the entire production process.

        The facility is equipped with state of the art custom designed
presses, molding equipment and machinery. Only the highest standard of quality
goes into the tooling of all our molds, allowing for consistent and precision
manufacturing.

        We are committed to contributing to effective and efficient
production methods, continuously streamlining the manufacturing processes to
ensure continued quality and competitive market value of our product worldwide.
As well, our continued focus of unparalleled performance and technological
innovations will enable our facility to continue to be the premiere Boardsports
manufacturer in the Action Sports Retail Industry.

Principal Products

Thruster Wakeboards

        Thomas Carter founded and established Thruster, in 1987. Pioneering
the first wakeboard, Mr. Carter used his expertise and knowledge as rider of
surfing, skateboarding, and snowboarding to design the first neutrally buoyant
quality high-performance wakeboard. This invention allowed the sport to be
learned easily and quickly. Mr. Carter's commitment to manufacturing the best
wakeboards was carried over, as he directed the research, development and
testing of the Thruster Wakeboards product line. This has included extensive
testing and input from top professional riders over the years. The unique
innovative technologies and ultra-durable construction of Thruster wakeboards
has positioned the Company in the forefront of the wakeboard industry.


<PAGE>


        Thruster Wakeboards offers a variety of models for all levels of
riding and a selection of graphics targeting specific markets. Thruster also
produces a complete line of wakeboard bindings, accessories, clothing and
videos. Thruster Wakeboards has a team of top name professionals riding this
year including, Igor Reoutt, Mike Rogers, Pat Panakos, Stephan Kaplan. Also part
of the tea are some of the greatest amateur riders such as National Champion
Taylor Alley, Chase Alley, Tosh Ceniceros, Steve Titzman, and Bobby Starky.
Professional riders, Steve Spratt and Duane Pacha are working together to manage
the Wakeboarding division.

The new 139 cm freestyle board is designed to ride more like a snowboard. The
shape and the molded fins differ from other boards, by teaching you how to ride
properly, progressively getting maximum pop. The pickle fork tip and tail helps
sink the molded- fins to make it track better than traditional fins and also,
allows the rider the freedom to experiment by spinning off the wake early like
you would on a snowboard hit. The board is wide, has a whole lot of pop and
allows stable landings. This board allows you to get the full potential of the
wake by forcing you to edge all the way up the wake. It makes you ride with
style, big huge airs all the way into the flats. It is meant for very responsive
riders and is designed for progressive riding. This board is designed with the
revolutionary patented "Freedom Groove Technology tm" binding mount system. It
enables the rider to achieve the perfect stance, has four times the pull
strength of a traditional insert, and is doubled under each binding on the board
creating a wide bolt pattern that keeps the binding plate from producing
unwanted heel lift flexing. There are two new board graphics available,the Ride
and The Patriot the. Igor's signature model also includes the tri-fin molded
design. The new "Igor 145" is a board designed by Igor and Josh and shaped by
Stretch. Keeping true to the name "Thruster" the board is a molded tri-fin. We
designed this board to flow in and out of big deep bottom turns. Carving is
important to us as well as butter slides and lip tricks are, so the fin molding
and placement was done so that the board will break free and slide. The board
has a progressive rocker that increases a bit in the tip and tail to get you to
boost up and not out. The goal was to make a board that lands tranny to tranny
every time. A variable edge let's the board bite into the water for those soul
carves, but releases the board quick and easy off the lip, giving you better
hang time and less drag off the wake. The boards is 16.5" wide, just enough to
make the board quick and responsive and also give the board soft landings.


<PAGE>


        All Thruster bases are produced from a UHMW hardened, anti-scratch,
lightweight, permacolor, and sublimation material. The Cores are produced from a
high compression lightweight composite material. The fiberglass configuration
consists of a custom tri-directional weave for over all strength, performance
and pop. As well, the tri-glass is designed for vibration dampening and
torsional rigidity characteristics. We also "Perimeter Weight" the boards with
additional strategic fiberglass configurations, custom designed for increased
edge power and spinning ability. Perimeter "Glass Wrapped" edges, tips and
tails, as well as custom glass reinforcement over the Freedom Groove areas of
the boards, are the final ingredients that the Company believes makes Thruster
the most innovative, high performance, high quality wakeboard on the planet. The
board's feature flexes values, rocker to radius ratios, bottom channel designs
and lightweight composite construction.

        Thruster Wakeboards is involved in various wakeboard camps and
participates in demonstrations, contests, action sports retail trade shows and
boat tradeshows throughout the United States and abroad. Republic Skateboards

Republic Skateboards products include eight models of skateboards, wheels,
hardware, accessories, clothing, and videos. Republic Skateboards are positioned
as the professional quality, high-end skateboard of choice. The Company has a
vertical half pipe and street course with mini ramps and fun boxes for the team
and new rider development. In addition, the Company bought a 15 passenger van
which has already been used by Republic Skateboards for a 45 day tour across the
US and Canada. During the tour the team did demonstrations for over 50 shops and
got everything on film for an upcoming Republic video.

Human Skateboards

        Founded in 1993, Andy Macdonald, Thomas Carter and Ozzy Alverez set
out to build a world-class skateboard company. During the last eight years,
Human Skateboards has gained popularity worldwide. The Human Skateboards brand
name and distinctive Logo are recognized as a sign of quality and innovation
across all three sideways stance Boardsports. The Human Skateboards product line
includes skate decks, clothing and related accessories. The Human Skateboards
logo has been branded in the wakeboard market, and will be offered as a licensed
trademark.

Competition Brand Urethane

        "Competition Brand Urethane" is a premiere Skateboard Wheel brand.
The Wheels are made from the best urethane and they are believed by the Company
to be the fastest wheels available on the market. The Wheels have a variety of
different graphics and sizes to accommodate the market.

Revelation or REV Snowboards

        REV is dedicated to creating the best snowboard experience in the
world, designed to enhance the quality of riding. REV is establishing a
foundation within the industry as a leader and innovator in snowboard design by
building product of unparalleled on-snow performance and construction quality.
The Company's strategy is to differentiate its product from the multitude of
snowboards in the industry by primarily focusing on research and development
technology and graphics that are timeless. The Company supports this goal
through an aggressive and creative advertising campaign in the leading
international industry print ad publications, together with major sponsorship
and presence in prominent annual snowboard video productions. REV Snowboards
introduced its online presence last year showcasing the 99/2000 product line and
team riders (http://www.revsnow.com). Eldon Hargraves is the division manager at
REV and the team riders this season are Jesse Goldstein, Josh Hannum, Sean
Genovese, Anthony Meggait, Brian Elrod, David Short and Chris Bradshaw. Floyd
and Daryl Ryan founded Revelation Snowboards (REV Snowboards) in 1992, by
developing a high performance snowboard design and snowboard production
facility. The Company acquired the facility and its assets in January of 1998.
Floyd and Daryl Ryan continue to manage the manufacturing facility ensuring and
maintaining the highest quality of products.

EMPLOYEES

        We have two full time employees.






TRADEMARKS

We do not utilize any trademarks or patent rights in our business.

GOVERNMENT REGULATIONS

        We are not subject to any extraordinary governmental regulations.
This may change in the future if we acquire or merge with a company that is
subject to such regulations.


<PAGE>


ITEM 2. DESCRIPTION OF PROPERTY

        We have no properties and at this time has no agreements to acquire
any properties. We intend to attempt to acquire assets or a business in exchange
for its securities which assets or business is determined to be desirable for
its objectives.

        Facilities. Our principal place of business is an executive office
which consists of approximately 2000 square feet of executive office space at
4509 Adams Street, Suite A, Carlsbad, California. This space is provided to us
on a rent fee basis by 4Dcard, , and it is anticipated that this arrangement
will remain until such time as we successfully consummates adequate
capitalization to accommodate larger facilities. Management believes that this
space will meet our needs for the foreseeable future.


 PLAN OF OPERATION

        Our current business purpose is to complete the implementation of
our business plan. We are seriously in need of additional capital to complete
the re-acquisition of our former factory and re-commence production of our
principal products. At this time we are not producing any of our products.
Management anticipates that it should be able to obtain sufficient
capitalization to complete the implementation of our business plan but there can
be no assurance that this will occur. At this time we have only nominal assets
and limited financial resources. This should be considered a substantial risk to
our shareholders.

        Our independent accountants have issued a going concern opinion.
That means that our accountants believe there is substantial doubt about our
ability to remain in business for the next 12 months unless additional
capitalization is raised. As reported in our December 31, 2002 financial
statements, we incurred a recurring loss of $18,559,080 from inception through
December 31, 2001. As of that date, our current liabilities exceeded our current
assets by $3,723,214. In addition, on December 31, 2001, our cash overdraft was
$6,035 and the current accounts payable totaled $686,577. These factors create
uncertainty about the our ability to remain in business. The ability to continue
in business is dependent on obtaining adequate capital funding to produce
products and significant market demand for these products. In addition, the
financial statements do not include any adjustments that might be necessary if
ABCI is unable to continue as a going concern.


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

        At June 30, 2002, we had $20,828 in cash or cash equivalents.

        As of June 30, 2002, we had total liabilities of $2,020,989 and
total shareholder's deficit of $2,020,811. As of the same date we have
experienced a net loss of $2,792,042.

        As reported in the financial statements, ABCI has incurred a
recurring loss of $21,351,122 from inception through June 30, 2002. As of that
date, the Company's current liabilities exceeded its current assets by
$2,020,989. In addition, on June 30, 2002, the Company's current accounts
payable totaled $686,577. 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 to
produce products and significant market demand for these products.

        The financial statements do not include any adjustments that might
be necessary if ABCI is unable to continue as a going concern.

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 fiscal year ended December 31, 2000.

PART I. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        Our predecessor in interest, American Boardsports Company, Inc.,
(ABC) has been sued by a shareholder alleging fraud and misrepresentation in
connection with private stock sales and requesting $500,000 in damages plus
interest. Our counsel does not believe that this lawsuit presents any danger to
the company. ABC has also been named in two actions, one for unpaid rent in the
amount of approximately $25,000 in connection with a tenancy which the company
is attempting to settle.

        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.


<PAGE>


ITEM 2. CHANGES IN SECURITIES-NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES-NONE

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, 2002, amending an earlier Form 8-K filing
reporting our merger with American Boardsports Company, Inc.

SIGNATURE

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



ABCI Holdings, Inc.



Date:  May 21, 2002   /s/ THOMAS N. CARTER
                --------------------------
                          Thomas N. Carter
                   Chief Executive Officer