U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the
quarterly period ended: September 30, 2008





[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934





Commission
file number:  001-32184





ABF CAPITAL
CORP.


(Name of
Small Business Issuer in its charter)





Delaware
                
                13-3160977(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)
  2 Winthrop Lane, Scarsdale,
New York


(Address
of principal executive offices)





(914 )
725-5474


(Issuer's
telephone number)









fiscal
year, if changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. o  Yes 
x  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). o Yes  o No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer   o
              Accelerated
      filer     oNon-accelerated
      filer   o    (Do
      not check if a smaller reporting company)
              Smaller
      reporting company     x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   xYes   oNo





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes oNo o




APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  At October 2, 2009 there were
1,223,278 shares of common stock outstanding.










PART
I — FINANCIAL INFORMATION





Item 1.
Financial Statements.





PageBalance
      Sheet as at September 30, 2008 (Unaudited) and December 31, 2007
      (Unaudited)
                F-1Statement
      of Operations for the three and nine months ended September 30, 2008 and
      2007 (Unaudited)
                F-2Statement
      of Cash Flows for the nine months ended September 30, 2008 and 2007
      (Unaudited)
                F-3Notes
      to Financial Statements (Unaudited)
                F-4








ABF CAPITAL CORP.BALANCE SHEETSASSETSSeptember
      30,
                                                                                      
                                                                                      
                                                                                      December
      31,2008
                                                                                      
                                                                                      
                                                                                      2007(Unaudited)
                                                                                      
                                                                                      
                                                                                      (Unaudited)CURRENT
      ASSETS:Cash
                                                                                      
                                                                                      $
                                                                                      167,803
                                                                                      
                                                                                      
                                                                                      $
                                                                                      228,469Marketable
      securities
                                                                                      
                                                                                      
                                                                                      50,581
                                                                                      
                                                                                      
                                                                                      
                                                                                      32,404Due
      from officer
                                                                                      
                                                                                      
                                                                                      75,631
                                                                                      
                                                                                      
                                                                                      
                                                                                      73,654TOTAL
      CURRENT ASSETS
                                                                                      
                                                                                      
                                                                                      294,015
                                                                                      
                                                                                      
                                                                                      
                                                                                      334,527INVESTMENT
      AND ADVANCES - AFFILIATE
                                                                                      
                                                                                      
                                                                                      23,400
                                                                                      
                                                                                      
                                                                                      
                                                                                      23,400$
                                                                                      317,415
                                                                                      
                                                                                      
                                                                                      $
                                                                                      357,927LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                                                                                      
                                                                                      $
                                                                                      2,648
                                                                                      
                                                                                      
                                                                                      $
                                                                                      3,814Loan
      payable - related party
                                                                                      
                                                                                      
                                                                                      15,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      25,000TOTAL
      CURRENT LIABILITIES
                                                                                      
                                                                                      
                                                                                      17,648
                                                                                      
                                                                                      
                                                                                      
                                                                                      28,814STOCKHOLDERS'
      EQUITY:Common
      stock, $.0001 par value,authorized
      20,000,000 shares: 1,223,278 issued and outstanding
                                                                                      
                                                                                      
                                                                                      122
                                                                                      
                                                                                      
                                                                                      
                                                                                      122Additional
      paid-in capital
                                                                                      
                                                                                      
                                                                                      3,277,600
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,277,600Accumulated
      deficit
                                                                                      
                                                                                      
                                                                                      (2,923,876
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (2,878,710
                                                                                      )Other
      comprehensive loss
                                                                                      
                                                                                      
                                                                                      (54,079
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (69,899
                                                                                      )TOTAL
      STOCKHOLDERS' EQUITY
                                                                                      
                                                                                      
                                                                                      299,767
                                                                                      
                                                                                      
                                                                                      
                                                                                      329,113$
                                                                                      317,415
                                                                                      
                                                                                      
                                                                                      $
                                                                                      357,927
 See notes
to unaudited financial statements.
  F-1
 
  ABF CAPITAL CORP.STATEMENTS OF OPERATIONS(Unaudited)Three
      Months Ended
                                                                    
                                                                    
                                                                    Nine
      Months EndedSeptember
      30,
                                                                    
                                                                    
                                                                    September
      30,2008
                                                                    
                                                                    
                                                                    2007
                                                                    
                                                                    
                                                                    2008
                                                                    
                                                                    
                                                                    2007REVENUES:Royalties
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -EXPENSES:General
      and administrative
                                                                    
                                                                    
                                                                    13,790
                                                                    
                                                                    
                                                                    
                                                                    13,961
                                                                    
                                                                    
                                                                    
                                                                    51,188
                                                                    
                                                                    
                                                                    
                                                                    60,990LOSS
      BEFORE OTHER INCOME
                                                                    
                                                                    
                                                                    (13,790
                                                                    )
                                                                    
                                                                    
                                                                    (13,961
                                                                    )
                                                                    
                                                                    
                                                                    (51,188
                                                                    )
                                                                    
                                                                    
                                                                    (60,990
                                                                    )OTHER
      INCOME:Dividend
      and interest income
                                                                    
                                                                    
                                                                    1,670
                                                                    
                                                                    
                                                                    
                                                                    3,030
                                                                    
                                                                    
                                                                    
                                                                    6,022
                                                                    
                                                                    
                                                                    
                                                                    7,968NET
      LOSS
                                                                    
                                                                    
                                                                    (12,120
                                                                    )
                                                                    
                                                                    
                                                                    (10,931
                                                                    )
                                                                    
                                                                    
                                                                    (45,166
                                                                    )
                                                                    
                                                                    
                                                                    (53,022
                                                                    )COMPREHENSIVE
      GAIN (LOSS)Unrealized
      gain (loss) on investments
                                                                    
                                                                    
                                                                    14,244
                                                                    
                                                                    
                                                                    
                                                                    (4,239
                                                                    )
                                                                    
                                                                    
                                                                    15,820
                                                                    
                                                                    
                                                                    
                                                                    (5,386
                                                                    )TOTAL
      COMPREHENSIVE (LOSS) INCOME
                                                                    
                                                                    $
                                                                    2,124
                                                                    
                                                                    
                                                                    $
                                                                    (15,170
                                                                    )
                                                                    
                                                                    $
                                                                    (29,346
                                                                    )
                                                                    
                                                                    $
                                                                    (58,408
                                                                    )NET
      LOSS PER SHARE - Basic and diluted
                                                                    
                                                                    $
                                                                    (0.01
                                                                    )
                                                                    
                                                                    $
                                                                    (0.01
                                                                    )
                                                                    
                                                                    $
                                                                    (0.04
                                                                    )
                                                                    
                                                                    $
                                                                    (0.04
                                                                    )WEIGHTED
      AVERAGE SHARES OUTSTANDING:Basic
      and diluted
                                                                    
                                                                    
                                                                    1,223,278
                                                                    
                                                                    
                                                                    
                                                                    1,223,278
                                                                    
                                                                    
                                                                    
                                                                    1,223,278
                                                                    
                                                                    
                                                                    
                                                                    1,223,278
 See notes
to unaudited financial statements.
  F-2
  ABF CAPITAL CORP.STATEMENTS OF CASH FLOWS(Unaudited)Nine
      Months EndedSeptember
      30,2008
                                                                            
                                                                            
                                                                            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                            
                                                                            $
                                                                            (45,166
                                                                            )
                                                                            
                                                                            $
                                                                            (53,022
                                                                            )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Accrued
      interest on receivables
                                                                            
                                                                            
                                                                            (1,977
                                                                            )
                                                                            
                                                                            
                                                                            (3,362
                                                                            )Changes
      in assets and liabilities:Accounts
      payable and accrued expenses
                                                                            
                                                                            
                                                                            (1,166
                                                                            )
                                                                            
                                                                            
                                                                            (1,176
                                                                            )NET
      CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
                                                                            
                                                                            
                                                                            (48,309
                                                                            )
                                                                            
                                                                            
                                                                            (57,560
                                                                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of marketable securities
                                                                            
                                                                            
                                                                            (2,357
                                                                            )
                                                                            
                                                                            
                                                                            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      in loans receivable
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            -Decrease
      in advances to affiliate
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            109,906Proceeds
      from loan payable - related party
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            30,000Repayment
      of loan payable - related party
                                                                            
                                                                            
                                                                            (10,000
                                                                            )
                                                                            
                                                                            
                                                                            (5,000
                                                                            )Increase
      in due from officer
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (25,000
                                                                            )NET
      CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
                                                                            
                                                                            
                                                                            (10,000
                                                                            )
                                                                            
                                                                            
                                                                            109,906NET
      (DECREASE) INCREASE IN CASH
                                                                            
                                                                            
                                                                            (60,666
                                                                            )
                                                                            
                                                                            
                                                                            52,346CASH
      AT BEGINNING OF YEAR
                                                                            
                                                                            
                                                                            228,469
                                                                            
                                                                            
                                                                            
                                                                            115,254CASH
      AT END OF PERIOD
                                                                            
                                                                            $
                                                                            167,803
                                                                            
                                                                            
                                                                            $
                                                                            167,600SUPPLEMENTAL
      DISCLOSURE OF CASHFLOW
      INFORMATIONCash
      paid during the year for:Income
      taxes
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -Interest
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -Increase
      (decrease) in fair value of marketable securities
                                                                            
                                                                            $
                                                                            15,820
                                                                            
                                                                            
                                                                            $
                                                                            (5,386
                                                                            )
 See notes
to unaudited financial statements.


F-3
 
  ABF
CAPITAL CORP.
 NOTES TO
FINANCIAL STATEMENTS
 NINE
MONTHS ENDED SEPTEMBER 30, 2008
 (UNAUDITED)
 
 
 1.
                THE
      COMPANY
 
 ABF
Capital Corp. (the “Company” or “ABF”) was organized in the State of Delaware in
1982 as a wholly-owned subsidiary of Crown Jewel Resources Corp. (“Crown”) which
was formerly known as ABF Energy Corp. prior to June 2000.  The
Company was formed to engage in oil and gas exploration, acquire and develop oil
and gas properties, and sell oil and gas produced by these
efforts.  The Company discontinued all of its oil and gas activities
during 1985.  The Company was inactive from 1985 to
1994.  Since 1994, the Company has been attempting to collect amounts
due to it from its former participation in oil and gas activities.  As
of 2007, management curtailed these activities in an effort to preserve
financial resources, because among other things, (i) the statute of limitations
to enforce the agreements has or may have expired, (ii) it has been unable to
locate the parties who may owe the Company money and (iii) the persons against
whom judgments have been obtained do not possess sufficient assets to pay the
amount owed.
 
 The
accompanying unaudited financial statements of the Company have been prepared in
accordance with generally accepted accounting principles for interim financial
information.  Accordingly, they do not include all the information and
notes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
necessary to present fairly the information set forth therein have been
included.  Operating results for the nine months ended September 30,
2008 are not necessarily indicative of the results that may be experienced for
the fiscal year ending December 31, 2008.
 
 
 2.
                SIGNIFICANT ACCOUNTING
      POLICIES
 
 A.
                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  and  disclosure  of
      contingent assets and liabilities at the date of the financial
      statements.  Actual results could differ from those
      estimates.
 
 B.
                Cash
      and Cash Equivalents - The Company considers all highly liquid temporary
      cash investments with an original maturity of three months or less to be
      cash equivalents.
 
 C.
                Fair
      Value of Financial Instruments - The Company considers its financial
      instruments and obligations to approximate fair value due to their
      near-term due dates.
 
 
 F-4
 
 D.
                Marketable
      Equity Securities - Marketable equity securities consist of investments in
      equity of publicly traded companies and are stated at market value based
      on the most recently traded price of these securities at September 30,
      2008. All marketable securities are classified as available for sale at
      September 30, 2008. Unrealized gains and losses, determined by the
      difference between historical purchase price and market value at each
      balance sheet date, are recorded as a component of Accumulated Other
      Comprehensive Income in Stockholders’ Equity. Realized gains and losses
      are determined by the difference between historical purchase price and
      gross proceeds received when the marketable securities are
      sold.
 
 E.
                Loans
      Receivables - Loans receivables are reported at net realizable value. The
      Company has established an allowance for doubtful accounts based upon
      factors pertaining to the credit risk of specific debtors, collateral,
      historic trends, and other information. Delinquent accounts are written
      off when it is determined that the amounts are
    uncollectible.
 
 F.
                Revenue
      Recognition - Royalty income results primarily from court awarded
      judgments against former co-participants in certain oil and gas
      ventures.  There is significant uncertainty for the Company to
      reasonably estimate the extent of royalty payments to be received
      accordingly; royalty income is recognized when
  received.
 
 G.
                Impairment
      of Long-Lived Assets - The Company reviews its long-lived assets for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. Recoverability of
      assets to be held and used is measured by a comparison of the carrying
      amount of the assets to future net cash flows expected to be generated by
      the assets. If the assets are considered to be impaired, the impairment to
      be recognized is measured by the amount by which the carrying amount
      exceeds the fair value of the assets. To date, no impairment has
      occurred.
 
 H.
                Income
      Taxes-The Company follows Statement of Financial Accounting Standards
      No.  109 -  Accounting  for  Income  Taxes, 
      which  requires recognition  of deferredtax assets and
      liabilities for the expected future tax consequences  of events 
      that havebeen included in the financial  statements or tax
      returns.  Under this method, deferred tax assets and liabilities are
      based on the differences between the financial statement  and tax
      bases of assets and liabilities using enacted tax rates in effect for the
      year in which the differences are expected to
  reverse.
 
 I.
                Concentration
      of Credit Risk – Financial instruments which potentially subject the
      Company to concentrations of credit risk consists principally of
      cash.  The Company places its cash with high credit quality
      financial institutions
 
 J.
                Earnings
      Per Share-The Company follows Statement of Financial AccountingStandards
      No. 128, Earnings per Share – Basic earnings per share is computed
      bydividing net income available to common stockholders by the weighted
      averagenumber of common shares outstanding during the period. 
      Diluted earnings per share reflects the per share amount that would have
      resulted if diluted potential common stock had been converted to common
      stock as prescribed by SFAS No.
128.
 
 F-5
 K.
                New
      Accounting Pronouncements:
 
 In May
2009, the FASB issued SFAS No. 165, “Subsequent
Events”.  The new standard is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date, but before the issuance of financial statements.
Specifically, the standard sets forth: 1) the period after the balance sheet
date during which management should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, 2)
the circumstances that an entity should recognize events or transactions that
occur after the balance sheet date, and 3) the disclosures that an entity should
make about events or transactions that occur after the balance sheet
date.
 
 In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles- a replacement of FASB Statement No. 162”.  The new
standard sets forth that the FASB Accounting Standards
Codification(Codification) will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied to nongovernmental entities.  Rules and interpretive releases
of the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also a source for authoritative GAAP for SEC
registrants.  When the statement is effective, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative.
  A variety
of proposed or otherwise potential accounting standards are currently under
study by standard setting organizations and various regulatory agencies. Due to
the tentative and preliminary nature of those proposed standards, management has
not determined whether implementation of such proposed standards would be
material to the financial statements.
 
 
 3.
                MARKETABLE
      SECURITIES
 
 Marketable
securities consist of investments in equity of publicly traded companies and are
stated at market value which at September 30, 2008 and December 31, 2007 was
$50,581 and $32,404, respectively. These marketable securities are classified as
available for sale. Unrealized losses are determined by the difference between
historical purchase price and market value.  At September 30, 2008 and
December 31, 2007 unrealized losses were $54,079 and $69,899,
respectively.  Unrealized gain for the nine months ended September 30,
2008 was $15,820 and the unrealized loss for the nine months ended September 30,
2007 was $5,386.
 
 F-6
  4.
                DUE FROM
      OFFICER
 
 Loans to
an officer of $75,631 and $73,654 at September 30, 2008 and December 31, 2007,
respectively, including accrued interest of $3,922 and $2,654, respectively, are
unsecured, and are repayable on demand with simple interest of 4% per
annum.
 
 
 5.
                INVESTMENT IN
      AFFILIATE
 
 At
September 30, 2008 the Company reported and investment in Diopsys, Inc., a
privately held company engaged in the development of bio-medical
technology.  Such investment consisted of 31,420 common shares at a
cost of $23,400.  During October and November 2007 the Company sold
53,500 Diopsys shares for $61,525 which resulted in a gain of
$1,496.  In May 2007 the Company received $109,906 from Diopsys as
repayment for advances made in previous years.
 
 
 6.
                LOAN PAYABLE – RELATED
      PARTY
 
 During
the year ended December 31, 2007, the wife of the Company’s president and
majority shareholder loaned the Company $30,000, and was repaid $5,000, for a
net payable of $25,000 as of December 31, 2007.  In April 2008 the
Company repaid $10,000, for a net payable of $15,000 remaining at September 30,
2008. The loan payable bears interest at 6.5% per annum, is unsecured, and
repayable on demand.  Total accrued interest as of September 30, 2008
and December 31, 2007 was $123 and $134, respectively.
 
 
 7.
                LITIGATION
 
 The
Company is obligated for legal fees of $2,794 resulting from a terminated
litigation. The award
was formalized by a judgment issued by a California civil court on March 30,
2006 and is reflected in the financial statements at September 30,
2008.
 
 
 8.
                SUBSEQUENT
      EVENTS
 
 The
Company has evaluated subsequent events through October 2, 2009 and has
determined that there were no subsequent events to recognize or disclose in
these financial statements.
 
 
 F-7


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Overview.





ABF Capital
Corp. ("ABF" or the "Company") was organized in the State of Delaware in 1982 as
a wholly owned subsidiary of ABF Energy Corp., which changed its name to Crown
Jewel Resources, Inc. (“CJR”) in June 2000.  In February 2002, CJR
divested itself of its interest in ABF by distributing to its stockholders one
share of ABF common stock for every ten shares of CJR common stock held by such
persons.





From 1982
through 1984, ABF was as a sublessor and contract driller for oil and gas
ventures.  The Company was inactive from 1986 through
1994.  In 1994, our sole officer and director sought to revive
ABF.





In 1994,
management initiated legal actions to enforce its rights under certain
assumption of liabilities agreements executed in favor of the Company by limited
partners in the partnerships that retained it to undertake contract drilling
projects.  The assumption of liabilities agreements provide full
recourse for the amount payable against the party assuming the
liabilities.  Under these agreements, the limited partners agreed to
pay the Company an aggregate of approximately $4,879,000.  From 1994
to 2007, the Company successfully collected approximately $1,089,000 of the
total amount due under the agreements.  In 2007, the Company
discontinued its efforts to enforce the certain assumption of liabilities
agreements because, among other reasons, the statute of limitations had expired
and the Company was barred from initiating suit to collect amounts due, it could
not locate the parties or, in one case, the party against whom the Company had
obtained a judgment did not have the funds to pay the amount due.





As of the
date of this Report, we have no business operations and are a “shell company,”
which is defined in Rule 405 under the Securities Act of 1933, as amended (the
“Securities Act”), as a company which has (i) no or nominal
operations; and (ii) either (x)no or nominal
assets; (y) assets consisting solely of cash and cash
equivalents; or (z) assets consisting of any amount of cash
and cash equivalents and nominal other assets.  Our business plan
comprises seeking to identify an operating business (a "Target Business") with
which to enter into a merger, capital stock exchange, asset acquisition or other
similar business combination (“Business Combination”).  These
transactions sometimes are referred to as "reverse mergers" or "reverse
acquisitions" and are attractive to operating companies that desire to have a
class of securities registered under the Exchange Act, while avoiding what their
management may deem to be adverse consequences of undertaking a public
offering.  The adverse consequences include significant expense,
possible loss of voting control, time delays and compliance with various federal
and state securities laws.





At September
30, 2008, we had total assets of approximately $317,000, including approximately
$168,000 in cash, in excess of $50,000 in marketable securities, approximately
$75,631 in loans receivable from our president and an investment of $23,400 in
an affiliated company.  At said date, we had total current liabilities
of $17,648, including $15,000 due to the wife of our president to repay a loan
she made to the Company in 2007.  We currently generate minimal income
from interest on the amounts on deposit with financial institutions and as we
may earn from any increase in the value of the securities we own.





We will use
the financial resources at our disposal to identify, negotiate and consummation
a Business Combination and to pay our president's salary.  We cannot
assure your that we will be successful in locating or negotiating with any
Target Business.





2


Our
management will have broad discretion with respect to identifying and selecting
a prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Business.  We may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital.  In the
alternative, a Business Combination may involve the acquisition of, or merger
with, a company which does not need substantial additional capital, but which
desires to establish a public trading market for its shares, while avoiding,
among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.





Our sole
officer and director has never served as an officer or director of a development
stage public company with the business purpose of acquiring a Target
Business.  Accordingly, he may not successfully identify a Target
Business or conclude a Business Combination.  To the extent we affect
a Business Combination with a financially unstable company or an entity in its
early stage of development or growth, including entities without established
records of sales or earnings, we may be affected by numerous risks inherent in
the business and operations of financially unstable and early stage or potential
emerging growth companies.  If we consummate a Business Combination
with a foreign entity, we will be subject to all of the risks attendant to
foreign operations.  Although our management will endeavor to evaluate
the risks inherent in a particular Target Business, we cannot assure you that we
will properly ascertain or assess all significant risk factors.





In most
instances the Target Business will wish to structure the Business Combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as
amended.  Accordingly, we expect that in connection with any Business
Combination, we will issue a significant number of shares of our common stock
(equal to at least 80% of the total number of shares outstanding after giving
effect to the transaction, and likely a much higher percentage) in order to
ensure that Business Combination qualifies as a “tax free” transaction under
federal tax laws.  The issuance of additional shares of our capital
stock:




·
            will
      significantly reduce the equity interest of our stockholders;
      and





·
            will
      cause a change in likely result in the resignation or removal of one or
      more of our present officers and
directors.





Our
management anticipates that the Company will be able to affect only one Business
Combination, due primarily to our financial resources and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a Target
Business in order to achieve a tax free reorganization.  This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against potential gains from another.





Liquidity and Capital
Resources.





During the
next twelve months we anticipate incurring costs related to (i) preparing and
filing reports under the Securities Exchange Act of 1934 and (ii) payments in
connection with certain administrative and operational expenses of the Company,
including compensation and benefits to our president.  We may also
incur costs relating to identifying a Target Business and consummating a
Business Combination.  We believe that our existing liquid assets of
approximately $317,000, including cash, marketable securities loans receivable
and an investment in an affiliated company are sufficient to permit us to pursue
our business objectives and satisfy our current and anticipated future
obligations.





3


If additional
funds are necessary for any purposes, the Company will seek to obtain such funds
through loans or investment in the Company, as and when necessary.  We
cannot provide investors with any assurance that we will be able to obtain such
funds on any terms, if necessary.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not
applicable.





Item
4(T). Controls and Procedures.





We maintain
disclosure controls and procedures designed to ensure that information required
to be disclosed in reports we file or submit under the Securities Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the
specified time periods and that such information is communicated to management
to allow timely decisions regarding required disclosure.  As of the
end of the period covered by this Quarterly Report on Form 10-Q, our President,
who is our principal executive officer and principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).  Based on
the evaluation, our President concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this
report.





There were no
significant changes in our internal controls over financial reporting that
occurred during our most recent fiscal quarter that have materially affected or
are reasonably likely to materially affect our internal control over financial
reporting.








PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.




The Company
is not a party to any material legal proceedings or litigation.





Item
1A. Risk Factors.





Smaller
reporting companies are not required to provide the information required by this
item.





Item
2. Changes in Securities and Small Business Issuer Purchase of Equity
Securities.





(a) During the
three months ended September 30, 2008, the Company did not sell or issue any
securities.





(b) Not
applicable.





(c) Not
applicable.





Item
3. Defaults Upon Senior Securities.





None.





4


Item
4. Submission of Matters to a Vote of Security Holders.





None.





Item
5. Other Information.





None.





Item
6. Exhibits.





Exhibit
              
              Description31.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended September 30, 2008.32.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.





5





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.




ABF
      CAPITAL CORP.Date:  October 2, 2009
            By:
            /s/ Adolph
    WeissmanAdolph
      Weissman, President






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