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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-QSB

Quarterly Report Under
the Securities Exchange Act of 1934

For Quarter Ended:March 31, 2002

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.)

4607 Park Boulevard
Suite C
Carlsbad, Ca 92008(Address of principal executive offices)

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 ý    No o.

The
number of shares of the registrant's only class of common stock issued and outstanding, as of March 31, 2002 was 11,873,718 common shares.

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PART I

ITEM 1. FINANCIAL STATEMENTS.

The unaudited financial statements for the three-month period ended September 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

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.

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.

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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.

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



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

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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® 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.



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

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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.

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.

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.

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Strategy



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.

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 a

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protective 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.

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.

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.

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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.

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.

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, Steve Wahlman, Igor Reoutt, Johnny King, 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 Wahlman and Thomas Carter are working together to manage the Wakeboarding division.

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The
Steve Wahlman pro-model, that Steve will be riding this year is a tri-fin molded board. This 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, Wahlman Ride and the Wahlman Wahlmart. 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.

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

Former professional skater Tony "Ozzy" Alvarez founded Republic Skateboards in 1997. Ozzy develops and manages a team that currently includes, pro skateboarders,
Paul Zitzer, Rickie Dixon, Eric Ricks, Marcelle Johnson and Gabe Ryan. The team represents and promotes Republic Skateboards at various demonstrations and competes in domestic and international
competitions such as the ESPN's X-Games and Gravity games. 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

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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. Legendary skateboarder Natas Kaupas, two top professional skateboarders Gershon Mosley and Paul
Zitzer, and up and coming pros Danny Garcia and Scott Waters are some of the riders that endorse the product. 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.

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 200 square feet of executive office space at 4607 Park Boulevard, Suite C, Carlsbad,
California. This space is provided to us on a rent free basis by Thomas N. Carter, an officer and director 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.

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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

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.

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.

---

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, we had $20,828 in cash or cash equivalents.

As
of March 31, 2002, we had total liabilities of $2,393,879 and total shareholder's deficit of $2,373,051. As of the same date we have experienced a net loss of $2,115,312.

As
reported in the financial statements, ABCI has incurred a recurring loss of $20,674,392 from inception through March 31, 2002. As of that date, the Company's current
liabilities exceeded its current assets by $2,373,051. In addition, on March 31, 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 II. 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.

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 March 31, 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. CARTERThomas N. Carter
Chief Executive Officer


---



ABCI HOLDINGS, INC.        BALANCE SHEET        MARCH 31, 2002

|ASSETS                                |                                                                                                |                                             |   |            
|------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------- | - | -----------
|Current Assets                        |                                                                                                |                                             |   |            
|                                      | Demand loan receivable                                                                         |                                             | $ | 20,828     
|                                      |                                                                                                |                                             |  
|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                  |   |            
|                                      |                                                                                                |                                             |  
|Other Assets                          |                                                                                                |                                             |   |            
|                                      | Trademark                                                                                      |                                             |   | 132,436    
|                                      | Covenant not-to-compete                                                                        |                                             |   | 150,000    
|                                      | Prototype                                                                                      |                                             |   | 187,423    
|                                      | Less accumulated amortization                                                                  |                                             |   | (469,859   
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Net other assets                            |   |            
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Total assets                                |   | $          
|                                      |                                                                                                |                                             |  
|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                                                                                   |                                             |   | 1,062,107  
|                                      | Convertible debentures                                                                         |                                             |   | 428,033    
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Total current liabilities                   |   |            
|                                      |                                                                                                |                                             |  
|Long-Term Liabilities                 |                                                                                                |                                             | 0 |            
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Total liabilities                           |   |            
|                                      |                                                                                                |                                             |  
|Shareholders' Deficit                 |                                                                                                |                                             |   |            
|                                      | Common stock100,000,000 $.0001 par value shares authorized; 11,873,718 issued and outstanding |                                             |   | 14,748,350 
|                                      | Additional paid-in-capital                                                                     |                                             |   | 3,552,991  
|                                      | Accumulated deficit                                                                            |                                             |   | (20,674,392
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Total shareholders' deficit                 |   |            
|                                      |                                                                                                |                                             |  
|                                      |                                                                                                | Total liabilities and shareholders' deficit |   | $          
|                                      |                                                                                                |                                             |  

See
accompanying notes.

F-1

---



ABCI HOLDINGS, INC.        STATEMENT OF OPERATIONS        FOR THE THREE MONTHS ENDED MARCH 31, 2002

|Revenue                       |                            | $                            | 0          |          
|----------------------------- | -------------------------- | ---------------------------- | ---------- | ---------
|Cost of Goods Sold            |                            |                              | 0          |          
|                              |                            |                              |           
|                              | Gross profit (loss)        |                              |            | 0        
|                              |                            |                              |           
|Expenses                      |                            |                              |            |          
|                              | General and administrative |                              |            | 2,111,515
|                              |                            |                              |           
|                              |                            | Total expenses               |            |          
|                              |                            |                              |           
|Income (Loss) from Operations |                            |                              | (2,111,515 | )        
|                              |                            |                              |           
|Other Income (Expense)        |                            |                              |            |          
|                              | Miscellaneous income       |                              |            | 1,576    
|                              | Interest expense           |                              |            | (5,373   
|                              |                            |                              |           
|                              |                            | Total other income (expense) |            |          
|                              |                            |                              |           
|Net Income (Loss)             |                            | $                            | (2,115,312 | )        
|                              |                            |                              |           

See
accompanying notes.

F-2

---



ABCI HOLDINGS, INC.        STATEMENT OF SHAREHOLDERS' DEFICIT        MARCH 31, 2002

|                                               |                          | Shares     |           | Common
Stock |            | Paid-In
Capital |   | Accumulated
Deficit and
Unrealized
Gains & Losses |           | Total |            
|---------------------------------------------- | ------------------------ | ---------- | --------- | ------------ | ---------- | --------------- | - | ------------------------------------------------- | --------- | ----- | -----------
|Balance at January 1, 2002                     |                          | 7,539,662  |           | $            | 13,391,775 |                 | $ | 1,444,091                                         |           | $     | (18,559,080
|Activity for the 3 months ended March 31,2002: |                          |            |           |              |            |                 |   |                                                   |           |       |            
|                                               | Net income (loss)        |            |           |              |            |                 |   |                                                   |           |       |            
|                                               | Debenture conversion     |            |           |              |            |                 |   |                                                   | 2,108,900 |       |            
|                                               | Issuance of common stock |            | 4,334,056 |              |            | 1,356,575       |   |                                                   |           |       |            
|                                               |                          |            |           |              |            |                 |   |                                                   |           |       |            
|Balance at March 31, 2002                      |                          | 11,873,718 |           | $            | 14,748,350 |                 | $ | 3,552,991                                         |           | $     | (20,674,392
|                                               |                          |            |           |              |            |                 |   |                                                   |           |       |            

See
accompanying notes.

F-3

---



ABCI HOLDINGS, INC.        STATEMENT OF CASH FLOWS        MARCH 31, 2002

|                                      |                                                                            | 2002                                    |  
|------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------- | -
|Cash Flows from Operating Activities: |                                                                            |                                         |  
|                                      | Net income (loss)                                                          |                                         | $
|                                      | Adjustments to reconcile net loss to cash flows from operating activities: |                                         |  
|                                      |                                                                            | Depreciation                            |  
|                                      |                                                                            | Amortization of intangibles             |  
|                                      |                                                                            | Loss on dispositions                    |  
|                                      |                                                                            | Write off of intangibles                |  
|                                      | (Increase) decrease in:                                                    |                                         |  
|                                      |                                                                            | Accounts receivable                     |  
|                                      |                                                                            | Allowance for doubtful accounts         |  
|                                      | Increase (decrease) in:                                                    |                                         |  
|                                      |                                                                            | Accounts payable                        |  
|                                      |                                                                            | Accrued payroll liability               |  
|                                      |                                                                            | Reserve for warranty                    |  
|                                      |                                                                            |                                         |  
|                                      |                                                                            | Cash (used) by operating activities     |  
|                                      |                                                                            |                                         |  
|Cash Flows from Investing Activities  |                                                                            |                                         | 0
|                                      |                                                                            |                                         |  
|                                      |                                                                            | Cash provided by investing activities   |  
|                                      |                                                                            |                                         |  
|Cash Flows from Financing Activities: |                                                                            |                                         |  
|                                      | Proceeds from convertible debentures                                       |                                         | $
|                                      | Net change of bank overdraft                                               |                                         |  
|                                      | Issuance of common stock                                                   |                                         |  
|                                      | Contributed capital                                                        |                                         |  
|                                      | Net loans                                                                  |                                         |  
|                                      |                                                                            |                                         |  
|                                      |                                                                            | Cash provided from financing activities |  
|                                      |                                                                            |                                         |  
|Net change in cash                    |                                                                            |                                         | 0
|Cash at January 1, 2002               |                                                                            |                                         | 0
|                                      |                                                                            |                                         |  
|Cash at March 31, 2002                |                                                                            | $                                       | 0
|                                      |                                                                            |                                         |  
|Supplemental Information              |                                                                            |                                         |  
|                                      | Interest paid                                                              |                                         | $
|                                      |                                                                            |                                         |  
|                                      | Taxes paid                                                                 |                                         | $
|                                      |                                                                            |                                         |  

See
accompanying notes.

F-4

---



ABCI HOLDINGS, INC.        NOTES TO FINANCIAL STATEMENTS        MARCH 31, 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.

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

F-5

---

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.

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.

F-6

---

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 three months ended March 31, 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.

Rent
expense for the three months ended March 31, 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 March 31, 2002, the Company had a federal and state net operating loss carryforward that may be of future limited use.

NOTE 7CONTINGENCIESGOING CONCERN

As reported in the financial statements, ABCI has incurred a recurring loss of $20,674,392 from inception through March 31, 2002. As of that date, the
Company's current liabilities exceeded its current assets by $2,373,051. In addition, on March 31, 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 March 31, 2002, no options have been granted.

F-7

---

NOTE 9RELATED PARTY TRANSACTIONS

A shareholder/officer has an amount due to the corporation of $20,828 as of March 31, 2002.

The
Company has an amount due to a shareholder of $93,473 as of March 31, 2002.

NOTE 10LITIGATION

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



F-8

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