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<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>WASHINGTON, D.C. 20549  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>FORM S-8<BR>  </B></FONT><FONT SIZE=2><B>REGISTRATION STATEMENT<BR>
under<BR>
THE SECURITIES ACT OF 1933  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>ABCI HOLDINGS,&nbsp;INC.<BR>  </B></FONT><FONT SIZE=2>(Exact Name of Registrant as Specified in Its Charter) </FONT></P>

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<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2><B>Delaware<BR> </B></FONT><FONT SIZE=2>(State or Other Jurisdiction of<BR>
Incorporation or Organization)</FONT></TD>
<TD WIDTH="50%" ALIGN="CENTER"><FONT SIZE=2><B>86-0214815<BR> </B></FONT><FONT SIZE=2>(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>5897 Oberlin Drive<BR>
Suite 210<BR>
San Diego, Ca<BR>  </B></FONT><FONT SIZE=2>(Address of Principal Executive Offices, Including Zip Code) </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=3><B>ABCI HOLDINGS,&nbsp;Inc. 2001-2002 Consultants Stock Option Plan<BR>  </B></FONT><FONT SIZE=2>(Full title of plan) </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>Kennan E. Kaeder, Esq.<BR>
110 West C Street, Suit 1904<BR>
San Diego, California 92101<BR>
(619)232-6545<BR>  </B></FONT><FONT SIZE=2>(Name, address and telephone number, including area code, of agent for service) </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>CALCULATION OF REGISTRATION FEE  </B></FONT></P>

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<TD WIDTH="36%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Title of<BR>
Securities to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Amount to be Registered</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Proposed Maximum Offering Price Per Share*</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Proposed Maximum Aggregate Offering Price*</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=1>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=1><B>Amount of Registration Fee</B></FONT></TD>
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<TD WIDTH="36%" VALIGN="BOTTOM"><FONT SIZE=2>Common Stock</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=2>3,000,000</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=2>$0.05</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=2>$150,000</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=2>$35.85</FONT></TD>
</TR>
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<TD WIDTH="36%" VALIGN="BOTTOM"><FONT SIZE=2>($0.001 par value)</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" ALIGN="CENTER" VALIGN="BOTTOM"><FONT SIZE=2>shares**</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM"><FONT SIZE=2>&nbsp;</FONT></TD>
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<DT><FONT SIZE=2>*</FONT></DT><DD><FONT SIZE=2>Estimated
pursuant to rule 457(c)
<BR><BR></FONT></DD><DT><FONT SIZE=2>**</FONT></DT><DD><FONT SIZE=2>Includes
awards that may be granted pursuant to the foregoing plans and an indeterminate number of shares of Common Stock that may become issuable pursuant to the antidilution
provisions of such plan. </FONT></DD></DL>

<P><FONT SIZE=2><B>EXPLANATORY NOTE  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;ABCI Holdings,&nbsp;Inc. ("ABCI") has prepared this Registration Statement in accordance with the requirements of Form&nbsp;S-8 under the
Securities Act of 1933, as amended (the "1933 Act"), to register certain shares of common stock, $.001 par value per share, to be issued to certain selling shareholders. </FONT></P>

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<BR></FONT><FONT SIZE=2><B>PART I<BR>  INFORMATION REQUIRED IN SECTION 10(a)&nbsp;OF PROSPECTUS    <BR>  </B></FONT></P>


<P><FONT SIZE=2>ABCI
will send or give the documents containing the information specified in Part 1 of Form S-8 to employees or consultants as specified by Securities and Exchange Commission Rule&nbsp;428
(b)&nbsp;(1)&nbsp;under the Securities Act of 1933, as amended (the "1933 Act"). ABCI does not need to file these documents with the commission either as part of this Registration Statement or as
prospectuses or prospectus supplements under Rule&nbsp;424 of the 1933 Act. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>REOFFER
PROSPECTUS </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>ABCI
Holdings,&nbsp;Inc.<BR>
5897 Oberlin Drive<BR>
Suite&nbsp;210<BR>
San Diego, Ca 92121<BR>
(760) 730-3828 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3,000,000
SHARES OF COMMON STOCK </FONT></P>

<P><FONT SIZE=2>The
shares of common stock, $0.001 par value per share, of ABCI Holdings,&nbsp;Inc. ("ABCI" or the "Company") offered hereby (the "Shares") will be sold from time to time by the individuals listed
under the Selling Shareholders section of this document (the "Selling Shareholders"). The Selling Shareholders acquired the Shares pursuant to Consulting Agreements for consulting services rendered to
the Company. </FONT></P>

<P><FONT SIZE=2>The
sales may occur in transactions on the over-the-counter market maintained by Nasdaq at prevailing market prices or in negotiated transactions. ABCI will not receive proceeds from any of the sale
the Shares. ABCI is paying for the expenses incurred in registering the Shares. </FONT></P>

<P><FONT SIZE=2>The
Shares are "restricted securities" under the Securities Act of 1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer Prospectus has been prepared for the purpose of
registering the Shares under the 1933 Act to allow for future sales by the Selling Shareholders to the public without restriction. To the knowledge of the Company, the Selling Shareholders have no
arrangement with any brokerage firm for the sale of the Shares. The Selling Shareholders may be deemed to be an "underwriter" within the meaning of the 1933 Act. Any commissions received by a broker
or dealer in connection with resales of the Shares may be deemed to be underwriting commissions or discounts under the 1933 Act. </FONT></P>

<P><FONT SIZE=2>ABCI's
common stock is currently traded on the Over-the-Counter Bulletin Board maintained by Nasdaq under the symbol "ABCI." </FONT></P>

<P><FONT SIZE=2>This
investment involves a high degree of risk. </FONT></P>

<P><FONT SIZE=2>NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2>January&nbsp;8,
2002 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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You should only rely on the information incorporated by reference or provided in this Reoffer Prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus. </FONT></P>

<P><FONT SIZE=2><B>WHERE YOU CAN FIND MORE INFORMATION  </B></FONT></P>

<P><FONT SIZE=2>ABCI
is required to file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") as required by the Securities Exchange
Act of 1934, as amended (the "1934 Act"). You may read and copy any reports, statements or other information we file at the SEC's Public Reference Rooms at: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>450
Fifth Street, N.W., Washington, D.C. 20549;<BR>
Seven World Trade Center, 13th Floor, New York, N.Y. 10048 </FONT></P>


<P><FONT SIZE=2>Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available to the public from commercial document retrieval services and the SEC
website (http://www.sec.gov). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>INCORPORATED DOCUMENTS  </B></FONT></P>

<P><FONT SIZE=2>The
SEC allows ABCI to "incorporate by reference" information into this Reoffer Prospectus, which means that the Company can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of this Reoffer Prospectus, except for any information superseded by information in this Reoffer
Prospectus. </FONT></P>

<P><FONT SIZE=2>ABCI's
Form 10-KSB filed on May&nbsp;25, 2001, Form 10-QSB filed on May&nbsp;25, 2001, Form 10-QSB filed on September&nbsp;20, 2001 and Form 8-K filed on August&nbsp;27, 2001 are incorporated
herein by reference. In addition, all documents filed or subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d)&nbsp;of the 1934 Act, before the termination of this offering,
are incorporated by reference. </FONT></P>

<P><FONT SIZE=2>The
Company will provide without charge to each person to whom a copy of this Reoffer Prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference
into this Reoffer Prospectus (excluding exhibits unless the exhibits are specifically incorporated by reference into the information the Reoffer Prospectus incorporates). Requests should be directed
to the Chief Financial Officer at ABCI's executive offices, located at 5897 Oberlin Drive, Suite&nbsp;210, San Diego, California, 92121. ABCI's telephone number is (760) 730-3828. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2><A
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<BR></FONT><FONT SIZE=2><B>ITEM 1. PLAN INFORMATION    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information required by Part I of Form S-8 will be sent or given to employees as specified by Rule&nbsp;428(b)(1)&nbsp;of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule&nbsp;424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. </FONT></P>

<P><FONT SIZE=2><B>Purposes  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock will be issued by the Company a plan approved by the Board of Directors of the Company (the "Board of Directors"). The plan is intended to
provide a method whereby the Company will be able to use the services of employees and consultants in connection with advice pertaining to the Company's business affairs as the Company may, from time
to time, reasonably request. A copy of the plan has been filed as an exhibit to this registration Statement. </FONT></P>

<P><FONT SIZE=2><B>COMMON STOCK  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Board has authorized the issuance of 4,000,000 shares of the Common Stock to the Consultants upon effectiveness of this registration statement. </FONT></P>

<P><FONT SIZE=2><B>No Restrictions on Transfer  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock. </FONT></P>

<P><FONT SIZE=2><B>Tax Treatment  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock is not qualified under Section 401(a)&nbsp;of the Internal Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a)&nbsp;the shares become freely transferable, or (b)&nbsp;the shares cease to be
subject to a substantial risk of forfeiture. Accordingly, the Consultant will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since
there will be no substantial risk of forfeiture or other restrictions on transfer. </FONT></P>

<P><FONT SIZE=2><B>Restrictions of Re-sales  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In
the event that an affiliate of the Company acquires shares of Common Stock hereunder, the affiliate will be subject to Section 16(b)&nbsp;of the Exchange Act. Further, in the
event that any affiliate acquiring shares hereunder has sold or sells any shares of Common Stock in the six months preceding or following the receipt of shares hereunder, any so called "profit", as
computed under Section 16(b)&nbsp;of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section 16(b)&nbsp;of the Exchange Act. The Company has agreed that for the purpose of any "profit" computation under
16(b)&nbsp;the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of common Stock acquired hereunder by persons other than affiliates are not
subject to Section 16(b)&nbsp;of the Exchange Act. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2><B>Documents Incorporated By Reference and Additional Information  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company hereby incorporates by reference (i)&nbsp;any and all Forms 10-QSB filed under the Securities or Exchange Act subsequent to filing of its Registration Statement on Form
10-SB, as well as all other reports filed under Section 13 of the Exchange Act, and (ii)&nbsp;its annual report, if any, to shareholders delivered pursuant to Rule&nbsp;14a-3 of the Exchange Act.
In addition, all further documents filed by the Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the termination of this offering are deemed to be incorporated by reference
into this Prospectus and to be a part hereof from
the date of filing. All documents which when together, constitute this Prospectus, will be sent or given to participants by the Registrant as specified by Rule 428(b)(1)&nbsp;of the Securities Act. </FONT></P>

<P><FONT SIZE=2><B>Item 2. Registrant Information and Employee Plan Annual Information  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus of any document required
to be delivered pursuant to Rule&nbsp;428(b)&nbsp;under the Securities Act will be furnished without charge upon written or oral request. Request should be addressed to the Company at 5897 Oberlin
Drive, Suite&nbsp;210, San Diego, Ca 92121. </FONT></P>

<P><FONT SIZE=2><B>Legal Opinions and Experts  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Kennan E. Kaeder, Esq. has rendered an opinion on the validity of the securities being registered. Mr.&nbsp;Kaeder is not an "affiliate" of the Company and
does not have a substantial interest in the registrant. (See PART II, ITEM 5&#151;Interests of Named Experts and Counsel) </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
financial statements of ABCI Holdings,&nbsp;Inc. incorporated by reference in the Company's Form 10K-SB) for the year ended December&nbsp;31, 2000 have been audited by
Horton&nbsp;&amp; Company, Certified Public Accountants, independent auditors, as set forth in their report incorporated herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting. </FONT></P>

<P><FONT SIZE=2><B>Indemnification of Officers and Directors  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<BR></FONT><FONT SIZE=2><B>PART II<BR>  INFORMATION REQUIRED IN REGISTRATION STATEMENT    <BR>  </B></FONT></P>

<P><FONT SIZE=2><A
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<A NAME="toc_de1026_3"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed with the Commission by the Company for purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: </FONT></P>

<P><FONT SIZE=2>1.
The Company's Annual Report on Form 10-KSB for the year ended December&nbsp;31, 2000; </FONT></P>

<P><FONT SIZE=2>2.
The Company's Amended Annual Report on Form 10-KSB/A for the year ended December&nbsp;31, 2000; </FONT></P>

<P><FONT SIZE=2>3.
The Company's Quarterly Report on Form 10-QSB/A for the months ended March 31, 2001; </FONT></P>


<P><FONT SIZE=2>4.
The Company's Quarterly Report on Form 10-QSB/A for the three months ended June&nbsp;30, 2001; </FONT></P>

<P><FONT SIZE=2>5.
The Company's Quarterly Report on Form 10-QSB for the three months ended September&nbsp;30, 2001; and </FONT></P>

<P><FONT SIZE=2>6.
The Company's Form S-8 filed on 9-25-2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)&nbsp;of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part thereof. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_4._description_of_securities"> </A>
<A NAME="toc_de1026_4"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 4. DESCRIPTION OF SECURITIES    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_5._interests_of_named_experts_and_counsel"> </A>
<A NAME="toc_de1026_5"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL    <BR>  </B></FONT></P>

<P><FONT SIZE=2>Certain
legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Kennan E. Kaeder, counsel to the Company. Mr.&nbsp;Kaeder is the beneficial owner of
15,000 shares of the Company's common stock. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_6._indemnification_of_directors_and_officers"> </A>
<A NAME="toc_de1026_6"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Certificate of Incorporation of the Company provides that all directors, officers, employees and agents of the Company shall be entitled to be indemnified
by the Company to the fullest extent permitted by law. The Certificate of Incorporation also provides as follows: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
corporation shall, to the fullest extent permitted by the Act, as the same may be amended and supplemented, indemnify all directors, officers, employees, and agents of the
corporation whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities, or other matters referred to therein or covered thereby. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Such
right to indemnification or advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee, or agent of the corporation, and shall inure
to the benefit of </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>
the heirs, executives, and administrators of such persons. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any bylaw, agreement, vote of stockholders or of disinterested directors or otherwise. The corporation shall have the right to purchase and
maintain insurance on behalf of its directors, officers, and employees or agents to the full extent permitted by the Act, as the same may be amended or supplemented. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_7._exemption_from_registration_claimed"> </A>
<A NAME="toc_de1026_7"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_8._consultants_and_advisors"> </A>
<A NAME="toc_de1026_8"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 8. CONSULTANTS AND ADVISORS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><A
NAME="de1026_item_9._exhibits"> </A>
<A NAME="toc_de1026_9"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 9. EXHIBITS    <BR>  </B></FONT></P>

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<TH WIDTH="9%" ALIGN="CENTER"><FONT SIZE=1><B>Exhibit No.</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="89%" ALIGN="CENTER"><FONT SIZE=1><B>Title</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="89%"><FONT SIZE=2>2001 Consultants Stock Option Plan</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=2>5.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="89%"><FONT SIZE=2>Opinion of Kennan E. Kaeder, Esq.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=2>23.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="89%"><FONT SIZE=2>Consent of Horton &amp; Company, LLC</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=2>23.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="89%"><FONT SIZE=2>Consent of Kennan E. Kaeder, Esq.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="9%" ALIGN="RIGHT"><FONT SIZE=2>24.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="89%"><FONT SIZE=2>Power of Attorney</FONT></TD>
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<P><FONT SIZE=2><A
NAME="de1026_item_10._undertakings"> </A>
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<BR></FONT><FONT SIZE=2><B>ITEM 10. UNDERTAKINGS    <BR>  </B></FONT></P>

<P><FONT SIZE=2>(a)&nbsp;The
undersigned Registrant hereby undertakes: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;include
any prospectus required by Section 10(a)(3)&nbsp;of the Securities Act of 1933; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed t hat which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b)&nbsp;if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

<HR NOSHADE>
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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;include any additional or changed material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i)&nbsp;and (a)(1)(ii)&nbsp;do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d)&nbsp;or the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities
offered the rein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </FONT></P>


<P><FONT SIZE=2>(b)&nbsp;The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a)&nbsp;or 15(d)&nbsp;of t he Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d)&nbsp;of the
Securities Ex change Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT SIZE=2>(c)&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceab1e. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any act ion, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California on
the 8th day of January, 2002. </FONT></P>

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<TD WIDTH="47%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="52%"><FONT SIZE=2>ABCI HOLDINGS, INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="52%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>THOMAS N. CARTER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Thomas N. Carter<BR>
Chief Executive Officer</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<BR>
<P><br><A NAME="02SAN1026_1">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_bf1026_1">PART I INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS</A></FONT><BR>
<!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_de1026_1">ITEM 1. PLAN INFORMATION</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_de1026_2">PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT</A></FONT><BR>
<UL>
<FONT SIZE=2><A HREF="#toc_de1026_3">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_4">ITEM 4. DESCRIPTION OF SECURITIES</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_5">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_6">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_7">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_8">ITEM 8. CONSULTANTS AND ADVISORS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_9">ITEM 9. EXHIBITS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de1026_10">ITEM 10. UNDERTAKINGS</A></FONT><BR>
</UL>
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<UL>
<FONT SIZE=2><A HREF="#toc_jc1026_1">SIGNATURES</A></FONT><BR>
</UL>
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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "a2067390zs-8.htm", "description": "S-8", "secsgml_size_bytes": 36656}]
{"company-data": {"conformed-name": "ABCI HOLDINGS INC", "cik": "0000104401", "assigned-sic": "7381", "irs-number": "860214815", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76440", "film-number": "2504358"}, "business-address": {"street1": "5897 OBERLIN DRIVE", "street2": "SUITE 210", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "7604348486"}, "mail-address": {"street1": "5897 OBERLIN DRIVE", "street2": "SUITE 210", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": [{"former-conformed-name": "NATIONAL INDUSTRIAL SECURITY CORP", "date-changed": "19920703"}, {"former-conformed-name": "NPS INTERNATIONAL CORP", "date-changed": "19981123"}, {"former-conformed-name": "ONE CLASS SYNERGY CORP", "date-changed": "20010706"}, {"former-conformed-name": "WALLICHS MUSIC & ENTERTAINMENT CO INC", "date-changed": "19831201"}]}
Prepared by MERRILL CORPORATION
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ABCI HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
86-0214815
(I.R.S. Employer
Identification No.)
5897 Oberlin Drive
Suite 210
San Diego, Ca
(Address of Principal Executive Offices, Including Zip Code)
ABCI HOLDINGS, Inc. 2001-2002 Consultants Stock Option Plan
(Full title of plan)
Kennan E. Kaeder, Esq.
110 West C Street, Suit 1904
San Diego, California 92101
(619)232-6545
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share*
Proposed Maximum Aggregate Offering Price*
Amount of Registration Fee
Common Stock
3,000,000
$0.05
$150,000
$35.85
($0.001 par value)
shares**
*
Estimated
pursuant to rule 457(c)
**
Includes
awards that may be granted pursuant to the foregoing plans and an indeterminate number of shares of Common Stock that may become issuable pursuant to the antidilution
provisions of such plan.
EXPLANATORY NOTE
ABCI Holdings, Inc. ("ABCI") has prepared this Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "1933 Act"), to register certain shares of common stock, $.001 par value per share, to be issued to certain selling shareholders.
PART I
INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS
ABCI
will send or give the documents containing the information specified in Part 1 of Form S-8 to employees or consultants as specified by Securities and Exchange Commission Rule 428
(b) (1) under the Securities Act of 1933, as amended (the "1933 Act"). ABCI does not need to file these documents with the commission either as part of this Registration Statement or as
prospectuses or prospectus supplements under Rule 424 of the 1933 Act.
REOFFER
PROSPECTUS
ABCI
Holdings, Inc.
5897 Oberlin Drive
Suite 210
San Diego, Ca 92121
(760) 730-3828
3,000,000
SHARES OF COMMON STOCK
The
shares of common stock, $0.001 par value per share, of ABCI Holdings, Inc. ("ABCI" or the "Company") offered hereby (the "Shares") will be sold from time to time by the individuals listed
under the Selling Shareholders section of this document (the "Selling Shareholders"). The Selling Shareholders acquired the Shares pursuant to Consulting Agreements for consulting services rendered to
the Company.
The
sales may occur in transactions on the over-the-counter market maintained by Nasdaq at prevailing market prices or in negotiated transactions. ABCI will not receive proceeds from any of the sale
the Shares. ABCI is paying for the expenses incurred in registering the Shares.
The
Shares are "restricted securities" under the Securities Act of 1933 (the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer Prospectus has been prepared for the purpose of
registering the Shares under the 1933 Act to allow for future sales by the Selling Shareholders to the public without restriction. To the knowledge of the Company, the Selling Shareholders have no
arrangement with any brokerage firm for the sale of the Shares. The Selling Shareholders may be deemed to be an "underwriter" within the meaning of the 1933 Act. Any commissions received by a broker
or dealer in connection with resales of the Shares may be deemed to be underwriting commissions or discounts under the 1933 Act.
ABCI's
common stock is currently traded on the Over-the-Counter Bulletin Board maintained by Nasdaq under the symbol "ABCI."
This
investment involves a high degree of risk.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS REOFFER PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
January 8,
2002
2
You should only rely on the information incorporated by reference or provided in this Reoffer Prospectus or any supplement. We have not authorized anyone else to provide you with different
information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
ABCI
is required to file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") as required by the Securities Exchange
Act of 1934, as amended (the "1934 Act"). You may read and copy any reports, statements or other information we file at the SEC's Public Reference Rooms at:
450
Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available to the public from commercial document retrieval services and the SEC
website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The
SEC allows ABCI to "incorporate by reference" information into this Reoffer Prospectus, which means that the Company can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is deemed to be part of this Reoffer Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
ABCI's
Form 10-KSB filed on May 25, 2001, Form 10-QSB filed on May 25, 2001, Form 10-QSB filed on September 20, 2001 and Form 8-K filed on August 27, 2001 are incorporated
herein by reference. In addition, all documents filed or subsequently filed by the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before the termination of this offering,
are incorporated by reference.
The
Company will provide without charge to each person to whom a copy of this Reoffer Prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference
into this Reoffer Prospectus (excluding exhibits unless the exhibits are specifically incorporated by reference into the information the Reoffer Prospectus incorporates). Requests should be directed
to the Chief Financial Officer at ABCI's executive offices, located at 5897 Oberlin Drive, Suite 210, San Diego, California, 92121. ABCI's telephone number is (760) 730-3828.
3
ITEM 1. PLAN INFORMATION
The documents containing the information required by Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Purposes
The Common Stock will be issued by the Company a plan approved by the Board of Directors of the Company (the "Board of Directors"). The plan is intended to
provide a method whereby the Company will be able to use the services of employees and consultants in connection with advice pertaining to the Company's business affairs as the Company may, from time
to time, reasonably request. A copy of the plan has been filed as an exhibit to this registration Statement.
COMMON STOCK
The Board has authorized the issuance of 4,000,000 shares of the Common Stock to the Consultants upon effectiveness of this registration statement.
No Restrictions on Transfer
The selling shareholders will become the record and beneficial owner of the shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to receive ordinary cash dividends on the Common Stock.
Tax Treatment
The Common Stock is not qualified under Section 401(a) of the Internal Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first of the following events occurs: (a) the shares become freely transferable, or (b) the shares cease to be
subject to a substantial risk of forfeiture. Accordingly, the Consultant will receive compensation taxable at ordinary rates equal to the fair market value of the shares on the date of receipt since
there will be no substantial risk of forfeiture or other restrictions on transfer.
Restrictions of Re-sales
In
the event that an affiliate of the Company acquires shares of Common Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act. Further, in the
event that any affiliate acquiring shares hereunder has sold or sells any shares of Common Stock in the six months preceding or following the receipt of shares hereunder, any so called "profit", as
computed under Section 16(b) of the Exchange Act, would be required to be disgorged from the recipient to the Company. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section 16(b) of the Exchange Act. The Company has agreed that for the purpose of any "profit" computation under
16(b) the price paid for the common stock issued to affiliates is equal to the value of services rendered. Shares of common Stock acquired hereunder by persons other than affiliates are not
subject to Section 16(b) of the Exchange Act.
4
Documents Incorporated By Reference and Additional Information
The
Company hereby incorporates by reference (i) any and all Forms 10-QSB filed under the Securities or Exchange Act subsequent to filing of its Registration Statement on Form
10-SB, as well as all other reports filed under Section 13 of the Exchange Act, and (ii) its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act.
In addition, all further documents filed by the Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the termination of this offering are deemed to be incorporated by reference
into this Prospectus and to be a part hereof from
the date of filing. All documents which when together, constitute this Prospectus, will be sent or given to participants by the Registrant as specified by Rule 428(b)(1) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this Registration Statement but not delivered with this Prospectus of any document required
to be delivered pursuant to Rule 428(b) under the Securities Act will be furnished without charge upon written or oral request. Request should be addressed to the Company at 5897 Oberlin
Drive, Suite 210, San Diego, Ca 92121.
Legal Opinions and Experts
Kennan E. Kaeder, Esq. has rendered an opinion on the validity of the securities being registered. Mr. Kaeder is not an "affiliate" of the Company and
does not have a substantial interest in the registrant. (See PART II, ITEM 5—Interests of Named Experts and Counsel)
The
financial statements of ABCI Holdings, Inc. incorporated by reference in the Company's Form 10K-SB) for the year ended December 31, 2000 have been audited by
Horton & Company, Certified Public Accountants, independent auditors, as set forth in their report incorporated herein by reference and are incorporated herein in reliance upon such report
given upon the authority of the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the company, the
company has been informed that in the opinion of the commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
5
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the Company for purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference:
1.
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2000;
2.
The Company's Amended Annual Report on Form 10-KSB/A for the year ended December 31, 2000;
3.
The Company's Quarterly Report on Form 10-QSB/A for the months ended March 31, 2001;
4.
The Company's Quarterly Report on Form 10-QSB/A for the three months ended June 30, 2001;
5.
The Company's Quarterly Report on Form 10-QSB for the three months ended September 30, 2001; and
6.
The Company's Form S-8 filed on 9-25-2001.
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference will be
deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part thereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain
legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by Kennan E. Kaeder, counsel to the Company. Mr. Kaeder is the beneficial owner of
15,000 shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that all directors, officers, employees and agents of the Company shall be entitled to be indemnified
by the Company to the fullest extent permitted by law. The Certificate of Incorporation also provides as follows:
The
corporation shall, to the fullest extent permitted by the Act, as the same may be amended and supplemented, indemnify all directors, officers, employees, and agents of the
corporation whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities, or other matters referred to therein or covered thereby.
Such
right to indemnification or advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee, or agent of the corporation, and shall inure
to the benefit of
6
the heirs, executives, and administrators of such persons. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement may be entitled under any bylaw, agreement, vote of stockholders or of disinterested directors or otherwise. The corporation shall have the right to purchase and
maintain insurance on behalf of its directors, officers, and employees or agents to the full extent permitted by the Act, as the same may be amended or supplemented.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. CONSULTANTS AND ADVISORS
Not applicable.
ITEM 9. EXHIBITS
Exhibit No.
Title
4.1
2001 Consultants Stock Option Plan
5.1
Opinion of Kennan E. Kaeder, Esq.
23.1
Consent of Horton & Company, LLC
23.2
Consent of Kennan E. Kaeder, Esq.
24.1
Power of Attorney
ITEM 10. UNDERTAKINGS
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to;
(i) include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed t hat which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
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(iii) include any additional or changed material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) or the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities
offered the rein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of t he Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Ex change Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceab1e. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any act ion, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California on
the 8th day of January, 2002.
ABCI HOLDINGS, INC.
/s/
THOMAS N. CARTER
Thomas N. Carter
Chief Executive Officer
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PART I INFORMATION REQUIRED IN SECTION 10(a) OF PROSPECTUS
ITEM 1. PLAN INFORMATION
PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4. DESCRIPTION OF SECURITIES
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8. CONSULTANTS AND ADVISORS
ITEM 9. EXHIBITS
ITEM 10. UNDERTAKINGS
SIGNATURES