                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                December 15, 2005


                             AB HOLDING GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                              93-1143627
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

    92365 Riekkola Rd., Astoria, OR                         97103
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                                 (503) 861-1812
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))










<PAGE>
ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

         In connection with the dissolution and liquidation of the Company, as
described in a Definitive Proxy Statement on Schedule 14A filed on November 8,
2005 ("PROXY STATEMENT"), Larry R. Inman, President (principal executive
officer), and Michael R. Wallis, CFO and Vice President of Finance (principal
financial and accounting officer), will each be terminated as officers and
employees of the Company effective as of December 31, 2005. The terminations
trigger termination payments pursuant to Change in Control Agreements, as
previously disclosed in the Proxy Statement. The termination payments are equal
to one year's annual base salary and a bonus of $5,000 for each year of service
in excess of five years. The benefits include up to $5,000 worth of outplacement
services and continued employee benefit coverage for a one year period. The
value of the payments and benefits to each employee are as follows:

------------------------------------------- ------------------------------------
                                               APPROXIMATE VALUE OF TERMINATION
NAME AND POSITION                                  PAYMENTS AND BENEFITS
------------------------------------------- ------------------------------------
Larry R. Inman, President, Chairman of the               $240,886
Board and director
------------------------------------------- ------------------------------------
Michael R. Wallis, CFO and Vice President                $139,185
of Finance
------------------------------------------- ------------------------------------
                        TOTAL                            $380,071
------------------------------------------- ------------------------------------

         Effective January 1, 2006, Larry R. Inman will be appointed as
President (principal executive officer) of the Company and Michael R. Wallis
will be appointed as CFO, Vice President of Finance and Secretary (principal
financial and accounting officer) of the Company to comply with Delaware law
during the 3-year statutory period during which the Company will continue to
exist after the filing of the Certificate of Dissolution. Messrs. Wallis and
Inman will not receive any compensation after January 1, 2006.

ITEM 8.01. OTHER EVENTS.

         On December 15, 2005, the Company filed its Certificate of Dissolution
with the Delaware Division of Corporations. As of the close of business on
December 15, 2005, the Company closed its stock transfer books and no further
stock transfers will be recognized. Trading of the Company's common stock on the
OTC Bulletin Board has also ceased.

         There were 11,976,991 shares of the Company's common stock outstanding
as of the close of business on December 15, 2005.

         The Company's paying agent will commence a one-time liquidating
distribution on December 16, 2005 to stockholders of record as of December 15,
2005, by initiating a mailing to stockholders explaining the procedures for
surrendering their stock certificates in order to receive payment. Stockholders
will receive a one-time liquidating distribution of $0.171 per share of the
Company's common stock upon compliance with the procedures described in the
mailing. The Company does not expect to make any further liquidating
distributions to stockholders.

         The Company will request relief from future filing obligations under
the Securities Exchange Act of 1934. Therefore, the Company does not expect to
file any further Quarterly Reports on Form 10-Q or

                                        2
<PAGE>
Annual Reports on Form 10-K. However, even if relief is granted the Company will
continue to file Current Reports on Form 8-K to disclose material events
relating to the dissolution and liquidation along with any other reports that
the Securities and Exchange Commission may require. There can be no assurances
that relief from future filing obligations will be granted.

         The information in this Current Report on Form 8-K is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "EXCHANGE ACT") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing of the Company under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.

         Some of the statements in this Current Report on Form 8-K are
forward-looking statements that involve risks and uncertainties. These
forward-looking statements include statements about the Company's plans,
objectives, expectations, intentions and assumptions and other statements
contained in the Current Report on Form 8-K and the press release that are not
statements of historical fact. Forward looking statements include, but are not
limited to, statements regarding the Company's plans with respect to its
liquidating distribution to stockholders. In some cases, you can identify these
statements by words such as "may," "will," "should," "estimates," "predicts,"
"potential," "continues," "strategy," "believes," "anticipates," "plans,"
"expects," "intends" and similar expressions. The Company cannot guarantee
future results, levels of activity, performance or achievements. The Company's
actual results and the timing of certain events may differ significantly from
the results and timing discussed in this Current Report on Form 8-K. All
forward-looking statements included in this Current Report on Form 8-K are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward-looking statements.





























                                        3
<PAGE>
                                   SIGNATURES

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

                                              AB HOLDING GROUP, INC.



Date:  December 16, 2005                      /s/ MIKE WALLIS
                                              ---------------------------------
                                              Mike Wallis
                                              Chief Financial Officer and Vice
                                              President, Finance










































                                        4
