UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)

ABX Holdings, Inc.

(Name of Issuer)

Common

(Title of Class of Securities)

00080S101

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
þ		Rule 13d-1(c)
o		Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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* Includes (a) 2,400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai, and (b) 1 share held by the IRA FBO Harina Kapoor.

** Less than one-tenth of one percent.

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*  Includes (a) 4100 shares held by Ms. Kapoor, (b) 1 share held by the IRA FBO Harina Kapoor, and (c) 2400 shares held by the Dakshana Foundation, a 501(c)(3) organization controlled by Ms. Kapoor and Mr. Pabrai.

CUSIP No. 00080S101		Page 7 of 12 pages

Item 1. (a) Name of Issuer.		ABX Holdings, Inc.

Item 1. (b) Address of Issuer’s Principal Executive Offices.		145 Hunter Drive
		Wilmington, OH 45177

Item 2. (a) Name of Person Filing.

     This Schedule 13G/A is filed on behalf of The Pabrai Investment Fund II, L.P., an Illinois limited partnership (“PIF2”), Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation (“PIF3”), The Pabrai Investment Fund IV, L.P., a Delaware limited partnership (“PIF4”), Dalal Street, LLC, a California limited liability company (“Dalal Street”), which is general partner of PIF2 and PIF4 and sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, sole shareholder and chief executive officer of Dalal Street and a shareholder and president of PIF3 (collectively, the “Reporting Persons”), pursuant to a Joint Reporting Agreement dated February 14, 2008, filed by the Reporting Persons as Exhibit A to this Schedule 13G/A.

Item 2. (b) Address of Principal Business Office or, if none, Residence.

114 Pacifica
Suite 240
Irvine, CA 92618-3321

Item 2. (c) Citizenship.

     PIF2 is an Illinois limited partnership. PIF4 is a Delaware limited partnership. PIF3 is a British Virgin Islands corporation. Dalal Street is a California limited liability company. Mohnish Pabrai is a United States citizen and his wife, Harina Kapoor, is also a United States citizen.

Item 2. (d) Title of Class of Securities. Common Stock.

Item 2. (e) CUSIP Number. 00080S101

Item 3.		If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

         Not applicable.

Item 4. Ownership.

(a) and (b).

     This Schedule 13G/A shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the “Act”) or for other purposes, is the beneficial owner of any securities covered by this statement. By virtue of the relationships between and among (i) Dalal

CUSIP No. 00080S101		Page 8 of 12 pages

Street in its capacity as the general partner and investment manager of PIF2, PIF4 and PIF3, respectively, (ii) Mohnish Pabrai, in his capacity as sole shareholder and chief executive officer of Dalal Street and as president of PIF3 and (iii) the other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the Common Units held by the other Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the Common Units held by members of the group. The Reporting Persons disclaim membership in a group and disclaim beneficial ownership of any of the Common Units except as follows.

		Common Units
Reporting Person		Beneficially Owned				% of Class (‡)
The Pabrai Investment Fund II, L.P.			1,968,350				3.4	%
Pabrai Investment Fund 3, Ltd.			1,938,827				3.3	%
Pabrai Investment Fund IV, L.P.			1,604,000				2.7	%
Harina Kapoor			6,501	**				*
Mohnish Pabrai			5,517,678	***			9.4	%

(c)

     Dalal Street and Mohnish Pabrai, in his capacity as chief executive officer of Dalal Street have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares set forth opposite the name of each of PIF2, PIF4 and PIF3 in the table above. Dalal Street and Mohnish Pabrai disclaim beneficial ownership of any such shares except to the extent of their pecuniary interest therein, if

CUSIP No. 00080S101		Page 9 of 12 pages

any. Mohnish Pabrai and Harina Kapoor share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 6,501 shares set forth opposite their names in the table above. Harina Kapoor, in her capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares held by the IRA FBO Harina Kapoor. Mohnish Pabrai disclaims beneficial ownership of any such Common Units held by the IRA FBO Harina Kapoor except to the extent of his pecuniary interest therein, if any.

Item 5. Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

         Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

         Not applicable.

Item 8. Identification and Classification of Members of the Group.

     This Schedule 13G/A is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationships among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13 of the Act and the Rules promulgated thereunder. However, the Reporting Persons deny such group status.

Item 9. Notice of Dissolution of Group.

         Not applicable.

Item 10. Certifications.

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 00080S101		Page 10 of 12 pages

SIGNATURES

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2008

THE PABRAI INVESTMENT FUND II, L.P.
		By:		Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai
						Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, President
THE PABRAI INVESTMENT FUND IV, L.P.
		By:		Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai
						Mohnish Pabrai, Chief Executive Officer
DALAL STREET, LLC
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, Chief Executive Officer
/s/ Harina Kapoor
Harina Kapoor
/s/ Mohnish Pabrai
Mohnish Pabrai

CUSIP No. 00080S101		Page 11 of 12 pages

EXHIBIT INDEX

EXHIBIT		DESCRIPTION
EXHIBIT A		JOINT REPORTING AGREEMENT

CUSIP No. 00080S101		Page 12 of 12 pages

EXHIBIT A
JOINT REPORTING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed on or about this date with respect to the beneficial ownership of the undersigned of shares of ABX Holdings, Inc. is being filed on behalf of each of the parties named below.

Dated: February 14, 2008

THE PABRAI INVESTMENT FUND II, L.P.
		By:		Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai
						Mohnish Pabrai, Chief Executive Officer
PABRAI INVESTMENT FUND 3, LTD.
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, President
THE PABRAI INVESTMENT FUND IV, L.P.
		By:		Dalal Street, LLC, Its General Partner
				By:		/s/ Mohnish Pabrai
						Mohnish Pabrai, Chief Executive Officer
DALAL STREET, LLC
		By:		/s/ Mohnish Pabrai
				Mohnish Pabrai, Chief Executive Officer
/s/ Harina Kapoor
Harina Kapoor
/s/ Mohnish Pabrai
Mohnish Pabrai