UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-QSB
                               (Mark One)

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

            For the quarterly period ended September 30, 2005

     [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT

       For the transition period from ___________ to _____________

                   Commission file number 333-121070

                            ABC FUNDING, INC.

     (Exact name of small business issuer as specified in its charter)


          Nevada                                        56-2458730
(State or other jurisdiction of                        (IRS Employer
 incorporation or organization)                      Identification No.)


                         Harold Barson, President
                           9160 South 300 West
                            Sandy, Utah 84070
                (Address of principal executive offices)

                              801-601-2138
                       (Issuer's telephone number)



           (Former name, former address and former fiscal year,
                      if changed since last report)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes [  ]
No [ X ]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 10,000,000 shares of Common
Stock, as of November 14, 2005.

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes [  ]
No [X ]


Transitional Small Business Disclosure Format (check one): Yes [   ] No [ X ].
<PAGE>

                       ABC FUNDING, INC.


                                                                   Page Number
PART 1 - Financial Information

Item 1 - Unaudited Financial Statements:

Balance Sheet as of September 30, 2005                                   3

Statements of Operations for the Three Months Ended September
     30, 2005 and 2004                                                   4

Statements of Cash Flows for the Three Months Ended September
     30,  2005 and 2004                                                  5

Notes to Unaudited Financial Statements                                  6

Item 2. - Management's Discussion and Analysis or Plan of Operation      7

Item 3.  Controls and Procedures                                        19

PART II. - Other Information (Items 1-6)                                20

<PAGE>                          2
                       ABC FUNDING, INC.

                         Balance Sheet
                       September 30, 2005
                          (Unaudited)



                             ASSETS
CURRENT ASSETS:
Cash                                                         $    732
                                                             --------
Total Current Assets                                              732
                                                             --------
TOTAL ASSETS                                                 $    732
                                                             ========

             LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accrued expenses:
   Related parties                                           $ 55,500
   Other                                                        5,500
                                                             --------
Total Current Liabilities                                      61,000
                                                             --------
STOCKHOLDERS' DEFICIT:
 Preferred stock at $0.001 par value; 1,000,000 shares
 authorized, -0- outstanding                                        -
 Common stock at $0.001 par value; authorized 24,000,000
 shares; 10,000,000 shares issued and outstanding              10,000
 Accumulated deficit                                          (70,268)
                                                             --------
 Stockholders' deficit                                        (60,268)
                                                             --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $    732
                                                             ========

The accompanying notes are an integral part of these financial statements.

<PAGE>                          3

                       ABC FUNDING, INC.

                    Statements of Operations
     For the Three Months Ended September 30, 2005 and 2004
                          (Unaudited)

                                                    2005            2004

Commission Revenue                               $  7,317        $ 24,497
                                                 --------        --------
Costs and Expenses:
Origination                                         6,235          20,776
Appraisals                                              -           1,850
Selling and administrative                         11,715           5,201
                                                 --------        --------
Total                                              17,950          27,827
                                                 --------        --------
Net (Loss)                                       $(10,633)       $ (3,330)
                                                 ========        ========
Basic and diluted loss per share                 $   (.01)       $   (.01)
                                                 ========        ========
Weighted average number of common shares
outstanding                                    10,000,000      10,000,000
                                               ==========      ==========

The accompanying notes are an integral part of these financial statements.
<PAGE>                          4
                       ABC FUNDING, INC.

                    Statements of Cash Flows
     For the Three Months Ended September 30, 2005 and 2004
                          (Unaudited)

                                                   2005           2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)                                      $ (10,633)      $ (3,330)
Increase in accrued expenses                        5,500          2,500
                                                ---------       --------
Net Cash Used by Operating Activities              (5,133)          (830)
                                                ---------       --------
CASH FLOWS FROM INVESTING ACTIVITIES                    -              -
                                                ---------       --------
CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock                                -            740
                                                ---------       --------
DECREASE IN CASH                                   (5,133)           (90)

CASH AT BEGINNING OF PERIOD                         5,865            208
                                                ---------       --------
CASH AT END OF PERIOD                           $     732       $    118
                                                =========       ========
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:
Cash Paid For:
Interest                                        $       -       $      -
                                                =========       ========
Income taxes                                    $       -       $      -
                                                =========       ========


The accompanying notes are an integral part of these financial statements.
<PAGE>                          5
                       ABC FUNDING, INC.

               Notes to the Financial Statements
                       September 30, 2005
                          (Unaudited)

1.  Basis of Presentation

      The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included.  Operating results for the three-
month period ended September 30, 2005 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2006. For further
information, refer to the financial statements and footnotes thereto included
in the Company's Form 10-KSB for the period ended June 30, 2005.

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 as well as the reported amount of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

2.  Going Concern

      ABC Funding, Inc's (the "Company") financial statements are prepared
using generally accepted accounting principles applicable to a going concern
that contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has extremely limited financial
resources, and its operations during the years ended June 30, 2005 and 2004
and the three months ended September 30, 2005 were unprofitable. The Company
also has no source of funding or credit facilities. These factors raise
substantial doubt about its ability to continue as a going concern.

      The Company is marketing its services with local realtors to increase
its presence in the home resale market. It is also expanding into the
construction loan market.   If the Company is unsuccessful in these efforts
and cannot obtain sufficient numbers of loan originations to permit profitable
operations or if it cannot obtain a source of funding or investment, it may
substantially curtail or terminate its operations.

<PAGE>                          6
                             ITEM II

          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                           OF OPERATION

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

      Information set forth herein contains "forward-looking statements" which
can be identified by the use of forward-looking terminology such as
"believes," "expects," "may," "should" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by
discussions of strategy. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The Company
cautions readers that important factors may affect the Company's actual
results and could cause such results to differ materially from forward-looking
statements made by or on behalf of the Company.  These include the Company's
lack of historically profitable operations, dependence on key personnel, the
success of the Company's business, ability to manage anticipated growth and
other factors identified in the Company's filings with the Securities and
Exchange Commission, press releases and other public communications.

Operations

      Revenue for the three months ended September 30, 2005 was $7,317
compared to $24,497 in 2004. Revenue continued the general downtrend first
experienced during the fiscal year ended June 30, 2004. During the quarter
ended September 30, 2005, we continued contacting realtors to seek referrals
and also tried brokering construction loans for home builders. However, we
were negatively impacted when our principal processor relocated out of Utah
while our president devoted a substantial portion of his time trying to close
a $6,000,000 loan. That effort was unsuccessful.

      Contacting realtors is a cost effective marketing approach because it
principally involves telephone calls. However, we were unable to generate or
identify demand for mortgages. We can provide no assurances that we will be
successful in generating greater amounts of revenues in future periods. At our
level of operations, a minor change in the number of loans brokered results in
a significant percentage change in revenue.

      Expenses are very similar from period to period. A substantial portion
of expenses consists of fees paid to the individual who originated loans for
us and expenses relating to complying with public company reporting
requirements. Expenses for appraisals and administration have been kept to a
minimum.
<PAGE>                          7
Liquidity

      ABC does not have any credit facilities or other commitments for debt or
equity. No assurances can be given that advances when needed will be
available. We do not believe that we need funding to continue our present
level of operations because we do not have a capital intensive business plan
and our president can continue to solicit referral business from his business
contacts. However, funding will be necessary for us to increase our current
level of operations significantly. Private capital, if sought, will be sought
from former business associates of our founder or private investors referred
to us by those business associates. To date, we have not sought any funding
source and have not authorized any person or entity to seek out funding on our
behalf. If a market for our shares ever develops, of which there can be no
assurances, we may use shares to compensate employees/consultants and
independent contractors wherever possible. Using independent contractors,
principally as finders, is attractive because, in the typical arrangement, no
amounts are earned by them unless they introduce a revenue-producing
transaction.

Recent Accounting and Reporting Pronouncements

      In June 2003, the Securities and Exchange Commission ("SEC") adopted
final rules under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404"). Commencing with our annual report for the year ended June 30, 2008, we
will be required to include a report of management on our internal control
over financial reporting. The internal control report must include a statement

    *     of management's responsibility for establishing and maintaining
          adequate internal control over our financial reporting;

    *     of management's assessment of the effectiveness of our internal
          control over financial reporting as of year end;

    *     of the framework used by management to evaluate the effectiveness of
          our internal control over financial reporting; and

    *     that our independent accounting firm has issued an attestation
          report on management's assessment of our internal control over
          financial reporting, which report is also required to be filed.

      In December 2004, the FASB issued FASB SFAS No. 123 (revised 2004),
Share-Based Payment, which is a revision of SFAS No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company on December 15, 2005. The Company has not yet assessed the impact
on future operations of adopting this new standard.
<PAGE>                          8
      The FASB also issued FASB Statement No. 154 (SFAS 154) which replaces
APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting
principle. It is not believed that this will have an impact on the Company in
the foreseeable future as no accounting changes are anticipated.

Critical Accounting Policies

      The preparation of financial statements and related notes requires us to
make judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of
contingent assets and liabilities. An accounting policy is considered to be
critical if it requires an accounting estimate to be made based on assumptions
about matters that are highly uncertain at the time the estimate is made, and
if different estimates that reasonably could have been used, or changes in the
accounting estimates that are reasonably likely to occur periodically, could
materially impact the financial statements.

      Because of our limited level of operations, we have not had to make
material assumptions or estimates other than our assumption that we are a
going concern. If our business increases, our principal estimates will involve
whether engagements in process will be profitable.

Off-Balance Sheet Arrangements

      The Company does not have any off-balance sheet arrangements.

Seasonality

      To date, we have not noted seasonality as a major impact on our
business.

Risk Factors

1.   ABC is an early stage company with a limited operating history and,
     therefore, no means exist to evaluate future performance.

      We have been in operation for a relatively short period of time and have
almost no assets. Therefore, we have insufficient operating history upon which
an evaluation of our future performance and prospects can be made. ABC's
future prospects must be considered in light of the risks, expenses, delays,
problems and difficulties frequently encountered in the establishment of a new
business. An investor in ABC's common stock must consider the risks and
difficulties frequently encountered by early stage companies operating in new
and competitive markets.
<PAGE>                          9
      ABC cannot be certain that our business strategy will be successful or
that we will ever be able to significantly increase revenue generating
activities. Furthermore, we believe that it is probable that we will incur
operating losses and negative cash flow for the foreseeable future.

2.    ABC has limited financial resources and our auditors' report on our
     financial statements indicates that there is substantial doubt about our
     ability to continue as a going concern.. Absent financial resources, we
     will be unable to undertake programs designed to expand our business.

      ABC has not established a source of equity or debt financing, and our
operating revenue has not been sufficient to result in profitable operations.
Our auditors indicated that there is substantial doubt about our ability to
continue as a going concern in their report on our financial statements for
the fiscal year ended June 30, 2005.

      ABC may require financing to continue implementing or expanding our
strategic plan if sufficient numbers of loans are not originated to result in
profitable operations. There can be no assurance that we will generate
sufficient numbers of loan originations to result in profitable operations or
that sufficient levels of financing will be available or found. If ABC is
unable to obtain financing, we may not be able to undertake programs designed
to expand our business beyond those indicated herein.

      If we are unable to originate sufficient numbers of loans to result in
profitable operations, or obtain financing or if the financing we do obtain is
insufficient to cover any operating losses we may incur, we may be required to
substantially curtail or terminate our operations or seek other business
opportunities through strategic alliances, acquisitions or other arrangements
that may dilute the interests of existing stockholders. As of November 15,
2005, no ABC officer, director or affiliate has had any preliminary contact or
discussions with, nor are there any present plans, proposals, arrangements or
understandings with any representatives of the owners of any business or
company regarding the possibility of an acquisition or merger transaction
referred to herein or otherwise.

3.    ABC's current activities are limited to the State of Utah.

      To date, we have limited our activities to the State of Utah because our
limited level of financial resources makes marketing outside our area not
feasible.  Additionally, we are currently licensed only in the State of Utah.
<PAGE>                          10
4.    Shareholders may be diluted significantly through our efforts to obtain
     financing and satisfy obligations through issuance of additional shares
     of ABC common stock.

      We have no committed source of financing. Wherever possible, we will
attempt to use noncash consideration to satisfy obligations. In many
instances, we believe that the noncash consideration will consist of shares of
our stock.  Our board of directors has authority, without action or vote of
the shareholders, to issue all or part of the authorized (24,000,000) but un-
issued (14,000,000) shares.  In addition, if a trading market develops for our
common stock, we may attempt to raise capital by selling shares of our common
stock, possibly at a discount to market. These actions will result in dilution
of the ownership interests of existing shareholders, may further dilute common
stock book value, and that dilution may be material. Such issuances may also
serve to enhance existing management's ability to maintain control of ABC
because the shares may be issued to parties or entities committed to
supporting existing management.

5.    Dependence upon our President, the loss of whose services may cause our
     business operations to cease and need for additional personnel.

      Our chief executive officer, Harold Barson, is entirely responsible for
the development and execution of our business and currently devotes his full
time and best efforts to our day-to-day business operations. He is under no
contractual obligation to remain employed by us, although he has no intent to
leave.  If he should choose to leave us for any reason before we have hired
additional personnel, our operations will fail.  Even if we are able to find
additional personnel, it is uncertain whether we could find someone who could
develop our business along the lines described herein.   We will fail without
Mr. Barson or an appropriate replacement(s).  We intend to acquire key-man
life insurance on the life of Mr. Barson naming us as the beneficiary when and
if we obtain the resources to do so and Mr. Barson is insurable. We have not
yet procured such insurance, and there is no guarantee that we will be able to
obtain such insurance in the future.  Accordingly, it is important that we are
able to attract, motivate and retain highly qualified and talented personnel
and independent contractors.

6.    Potential conflicts of interest

      None of our key personnel (See Business   Employees) is required by
contract to commit full time to our affairs and, accordingly, these
individuals may have conflicts of interest in allocating time among their
various business activities. In the course of their other business activities,
certain key personnel may become aware of business opportunities which may be
appropriate for presentation to us, as well as the other entities with which
they are affiliated.  As such, they may have conflicts of interest in
determining to which entity a particular business opportunity should be
presented.

      Each officer and director is, so long as he is an officer or director
subject to the restriction that all opportunities contemplated by our plan of
operation that come to his attention, either in the performance of his duties
or in any other manner, will be considered opportunities of, and be made
available to us and the companies that he is affiliated with on an equal
basis.  A breach of this requirement will be a breach of the fiduciary duties
of the officer or director.  If we or the companies to which the officer or
director is affiliated each desire to take advantage of an opportunity, then
the applicable officer or director would abstain from negotiating and voting
upon the opportunity.  However, the officer or director may still take
advantage of opportunities if we should decline to do so.  Except as set forth
above, we have not adopted any other conflict of interest policy in connection
with these types of transactions.
<PAGE>                          11
7.    The mortgage brokerage markets are highly competitive, and we may not be
     able to compete effectively.

      We compete with mortgage bankers, state and national banks, thrift
institutions and insurance companies as well as other mortgage brokers for
loan originations. Many of these organizations have substantially more
financial resources and experience in the mortgage origination business and
may be better known and have more customers than we do. We may also be at a
disadvantage with many of our competitors because we do not have our own
financing for the loans that we originate. Instead, we act as a broker for our
network of wholesale mortgage lending institutions

8.    We are dependent on mortgage lender relationships to approve our
     clients' loans, and if we lose these relationships without replacing
     them, our business could decline and cause any investment to
     substantially decline in value.

      We are currently dependent on ten mortgage lender relationships to fund
the mortgage loans that we originate. We function as a broker and do not fund
any loans with our own resources. The lenders with whom we deal are under no
obligation to continue their relationships with us or make a loan to any
potential borrower who we present to them. Our reliance on this group of
lenders makes our origination volume more susceptible to changes in the rates,
services and products such lenders offer. The loss of our relationship with a
portion of these lenders, or the failure of these lenders to offer competitive
terms, could have a material adverse impact on our ability to attract
borrowers and close loans which could cause the value of any investment to
substantially decline.

9.    If there are interruptions or delays in obtaining appraisal, credit
     reporting, title searching and other underwriting services from third
     parties, we may experience customer dissatisfaction and difficulties
     closing loans which would affect our revenue, and the value of any
     investment would significantly decline.

      We rely on other companies to perform certain aspects of the loan
underwriting process, including appraisals, credit reporting and title
searches. If the providing of these ancillary services were interrupted or
delayed, it could cause delays in processing and closing loans for our
customers. The value of the service that we offer and the ultimate success of
our business are dependent on our ability to secure the timely delivery of
these ancillary services by the third parties with whom we have these
relationships. If we are unsuccessful in securing the timely delivery of these
ancillary services we will likely experience customer dissatisfaction and our
revenues would suffer causing the value of any investment to significantly
decline.
<PAGE>                          12
10.   Our operations are more directly linked to prevailing economic
     conditions than most other businesses because the demand for mortgages
     is directly dependent on interest rates and the level of prosperity.

      Our business is and will continue to be adversely affected by periods of
economic slowdown or recession that may be accompanied by decreased demand for
consumer credit and declining real estate values.  Any material decline in
real estate values reduces the ability of borrowers to use home equity to
support borrowings by negatively affecting loan-to-value ratios of the home
equity collateral.  To the extent that loan-to-value ratios of the home equity
collateral of prospective borrowers do not meet the underwriting criteria of
the lenders with whom we deal, the volume of loans originated could decline.
A decline in loan origination volume would have a material adverse effect on
our business, financial condition and results of operations.  In addition,
changes in the level of consumer confidence, real estate values and prevailing
interest rates, each of which tend to be affected by an economic slowdown,
could adversely affect the level and amount of consumer borrowing.

11.   If interest rates rise or the economy declines, demand for mortgages
     generally declines. A decline in the demand for mortgages results in
     fewer loans being referred to us for placement which affects our revenue
     adversely.

      The residential mortgage business depends upon the overall levels of
sales and refinancing of residential real estate, as well as on mortgage loan
interest rates. An increase in interest rates, which is outside our control,
could have a material adverse impact on our business. Rising interest rates
discourage refinancing activities and generally reduce the number of home
sales that occur. If interest rates should rise, our revenue could be
adversely affected, and the value of any investment in us will decline.

12.   Some of the mortgage lenders with whom we broker our customers' loans,
     compete directly with us for mortgage originations.

      When we broker a mortgage loan, we find a mortgage institution that has
parameters consistent with the attributes of the loans that we are processing.
Some of these institutions have retail or wholesale operations that compete
directly with us for residential mortgage originations. These institutions
generally are much larger and have greater capital resources than we do and
the loss of their activity in the loan market could adversely affect us by
making it harder for us to find mortgage investors to broker loans for. If
that should happen, our revenue could be reduced.
<PAGE>                          13
13.   Our articles of incorporation provide for indemnification of officers
     and directors at our expense and limit their liability.

      Our articles of incorporation and applicable Nevada law provide for the
indemnification of our directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of ABC. We will also bear the
expenses of such litigation for any of our directors, officers, employees, or
agents, upon such person's promise to repay us therefor if it is ultimately
determined that any such person shall not have been entitled to
indemnification. This indemnification policy could result in substantial
expenditures by us which we will be unable to recoup.

      We have been advised that in the opinion of the SEC, this type of
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against these types of liabilities, other than the payment by
us of expenses incurred or paid by a director, officer or controlling person
in the successful defense of any action, suit or proceeding, is asserted by a
director, officer or controlling person in connection with the securities
being registered, we will (unless in the opinion of our counsel, the matter
has been settled by controlling precedent) submit to a court of appropriate
jurisdiction, the question whether  indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The legal process relating to this matter if it
were to occur is likely to be very costly and may result in us receiving
negative publicity, either of which factors is likely to materially reduce the
market and price for our shares, if such a market ever develops.

14.   There currently is no public market for our securities, and there can be
     no assurances that any public market will ever develop or that our
     common stock will be quoted for trading and if quoted, it is likely to
     be subject to significant price fluctuations.

      As of November 15, 2005, there has not been any established trading
market for our common stock, nor any market whatsoever for our securities.  A
broker/dealer has filed an application with the NASD on our behalf to quote
the shares of our common stock on the OTC Bulletin Board ("OTCBB") maintained
by the NASD. There can be no assurance as to whether such market maker's
application will be accepted or, if accepted, the prices at which our common
stock will trade if a trading market develops, of which there can be no
assurance. We are not permitted to file such application on our own behalf. If
the application is accepted, we cannot predict the extent to which investor
interest in ABC will lead to the development of an active, liquid trading
market.  Active trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors.

      In addition, our common stock is unlikely to be followed by any market
analysts, and there may be few institutions acting as market makers for the
common stock. Either of these factors could adversely affect the liquidity and
trading price of our common stock. Until our common stock is fully distributed
and an orderly market develops in our common stock, if ever, the price at
which it trades is likely to fluctuate significantly. Prices for our common
stock will be determined in the marketplace and may be influenced by many
factors, including the depth and liquidity of the market for shares of our
common stock, developments affecting our business, including the impact of the
factors referred to elsewhere in these Risk Factors, investor perception of
ABC and general economic and market conditions.  No assurances can be given
that an orderly or liquid market will ever develop for the shares of our
common stock.
<PAGE>                          14
      Because of the anticipated low price of the securities, many brokerage
firms may not be willing to effect transactions in these securities.

15.   Our board of directors has the authority, without stockholder approval,
     to issue preferred stock with terms that may not be beneficial to common
     stock holders and with the ability to adversely affect stockholder
     voting power and perpetuate the board's control over ABC.

      Our certificate of incorporation authorizes the issuance of up to
1,000,000 shares of preferred stock, par value $ .001 per share.

      The specific terms of the preferred stock have not been determined,
including:

      *   designations;

      *   preferences;

      *   conversions rights;

      *   cumulative, relative;

      *   participating; and

      *   optional or other rights, including:

          o voting rights;

          o qualifications;

          o limitations; or

          o restrictions of the preferred stock

      The board of directors is entitled to authorize the issuance of up to
1,000,000 shares of preferred stock in one or more series with such
limitations and restrictions as may be determined in its sole discretion, with
no further authorization by security holders required for the issuance
thereof.
<PAGE>                          15
      The issuance of preferred stock could adversely affect the voting power
and other rights of the holders of common stock. Preferred stock may be issued
quickly with terms calculated to discourage, make more difficult, delay or
prevent a change in control of ABC or make removal of management more
difficult. As a result, the board of directors' ability to issue preferred
stock may discourage the potential hostility of an acquirer, possibly
resulting in beneficial negotiations. Negotiating with an unfriendly acquirer
may result in, among other things, terms more favorable to us and our
stockholders. Conversely, the issuance of preferred stock may adversely affect
any market price of, and the voting and other rights of the holders of the
common stock. We presently have no plans to issue any preferred stock.

16.   All 1,656,000 shares of our common stock that have been registered may
     be sold by selling stockholders. Significant sales of these shares over
     a short or concentrated period of time is likely to depress the market
     for and price of our shares in any market that may develop.

      All 1,656,000 shares of our common stock that have been registered are
held by 40  shareholders and may be sold at any time, either at once and/or
over a period of time. These sales may take place because the 1,656,000 shares
of common stock are registered and, accordingly, reliance upon Rule 144 is not
necessary. The ability to sell these shares of common stock and/or the sale
thereof reduces the likelihood of the establishment and/or maintenance of an
orderly trading market for our shares at any time in the near future.

17.   The ability of our president to control our business may limit minority
     shareholders' ability to influence corporate affairs.

      As of November 15, 2005, our President owns 91.60% of our outstanding
common stock. Because of his stock ownership, he will be in a position to
continue to elect a majority of the board of directors, decide all matters
requiring stockholder approval and determine our policies. The interests of
our president may differ from the interests of other shareholders with respect
to the issuance of shares, mergers with or sales to other companies, selection
of officers and directors and all other business decisions. The minority
shareholders would have no way of overriding decisions made by the majority
shareholder. The level of control may also have an adverse impact on the
market value of our shares because he may institute or undertake transactions,
policies or programs that result in losses, may not take any steps to increase
our visibility in the financial community and/ or may sell sufficient numbers
of shares to significantly decrease our price per share.
<PAGE>                          16
18.   We may be exposed to potential risks resulting from new requirements
     under Section 404 of the Sarbanes-Oxley Act of 2002.

      Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be
required, beginning with our fiscal year ending June 30, 2008, to include in
our annual report our assessment of the effectiveness of our internal control
over financial reporting as of the end of fiscal 2008. Furthermore, our
independent registered public accounting firm will be required to attest to
whether our assessment of the effectiveness of our internal control over
financial reporting is fairly stated in all material respects and separately
report on whether it believes we have maintained, in all material respects,
effective internal control over financial reporting as of June 30, 2007. We
have not yet completed our assessment of the effectiveness of our internal
control over financial reporting. We expect to incur additional expenses and
diversion of management's time as a result of performing the system and
process evaluation, testing and remediation required in order to comply with
the management certification and auditor attestation requirements.

      We do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging
outside consultants or professionals to overcome our lack of employees. During
the course of our testing, we may identify other deficiencies that we may not
be able to remediate in time to meet the deadline imposed by the Sarbanes-
Oxley Act for compliance with the requirements of Section 404. In addition, if
we fail to achieve and maintain the adequacy of our internal controls, as such
standards are modified, supplemented or amended from time to time, we may not
be able to ensure that we can conclude on an ongoing basis that we have
effective internal controls over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls,
particularly those related to revenue recognition, are necessary for us to
produce reliable financial reports and are important to help prevent financial
fraud. If we cannot provide reliable financial reports or prevent fraud, our
business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading price of our
common stock, if a market ever develops, could drop significantly.

19.   Any market that develops in shares of our common stock will be subject
     to the penny stock restrictions which will create a lack of liquidity
     and make trading difficult or impossible.

      Until our shares of common stock qualify for inclusion in the NASDAQ
system, if ever, the trading of our securities, if any, will be in the over-
the-counter market which is commonly referred to as the OTCBB as maintained by
the NASD. As a result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the price of our securities.

      SEC Rule 15g-9 (as most recently amended and effective on September 12,
2005) establishes the definition of a "penny stock," for purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to a
limited number of exceptions. It is likely that our shares will be considered
to be penny stocks for the immediately foreseeable future. This classification
severely and adversely affects the market liquidity for our common stock. For
any transaction involving a penny stock, unless exempt, the penny stock rules
require that a broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a written
agreement to the transaction setting forth the identity and quantity of the
penny stock to be purchased.
<PAGE>                          17
      In order to approve a person's account for transactions in penny stocks,
the broker or dealer must obtain financial information and investment
experience and objectives of the person and make a reasonable determination
that the transactions in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.

      The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the SEC relating to the penny
stock market, which, in highlight form, sets forth:

       *  the basis on which the broker or dealer made the suitability
           determination,

       *  that the broker or dealer received a signed, written agreement
           from the investor prior to the transaction.

      Disclosure also has to be made about the risks of investing in penny
stock in both public offerings and in secondary trading and commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.

      Because of these regulations, broker-dealers may not wish to engage in
the above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our common stock, which may
affect the ability of selling shareholders or other holders to sell their
shares in the secondary market and have the effect of reducing the level of
trading activity in the secondary market. These additional sales practice and
disclosure requirements could impede the sale of our securities, if and
whenour securities become publicly traded. In addition, the liquidity for our
securities may decrease, with a corresponding decrease in the price of our
securities. Our shares in all probability will be subject to such penny stock
rules for the foreseeable future and our shareholders will, in all likelihood,
find it difficult to sell their securities.

<PAGE>                          18
                            ITEM III.

                     CONTROLS AND PROCEDURES

      As of the end of the period covered by this Quarterly Report on Form 10-
QSB, an evaluation of the effectiveness of the design and operation of the
Company's disclosure controls and procedures was carried out by the Company
under the supervision and with the participation of the Company's Chief
Executive and Chief Financial Officer. Based on that evaluation, the Chief
Executive and Chief Financial Officer concluded that the Company's disclosure
controls and procedures have been designed and are being operated in a manner
that provides reasonable assurance that the information required to be
disclosed by the Company in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms. A system of controls, no
matter how well designed and operated, cannot provide absolute assurance that
the objectives of the system of controls are met, and no evaluation of
controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected. There have been no
changes in the Company's internal controls over financial reporting that
occurred during the most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, the Company's internal controls
over financial reporting.
<PAGE>                          19

                             PART II
                        OTHER INFORMATION

Item 1    Legal Proceedings

          None

Item 2    Changes in Securities and Uses of Proceeds

          None

Item 3    Defaults Upon Senior Securities

          None

Item 4    Submission of Matters to a Vote of Shareholders

          None

Item 5    Other Information

          None

Item 6    Exhibits

Exhibit Number   Description
31.1      Section 302 Certification of Chief Executive and Chief Financial
          Officer
32.1      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
          PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Chief
          Executive and Chief Financial Officer

<PAGE>                          20
                            SIGNATURES

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

                                ABC Funding, Inc.
                               (Registrant)





                               _/s/_Harold Barson
                               By:  Harold Barson
                                    President


                                    November 22, 2005


<PAGE>
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