ableauctions-8k113009.htm
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): November 25, 2009
ABLEAUCTIONS.COM,
INC.
(Exact
name of Registrant as specified in charter)
| Florida |
000-28179 |
59-3404233 |
| (State or other
jurisdiction of incorporation) |
(Commission File
Number) |
(IRS
Employer Identification Number) |
Suite
102 – 3823 Henning Street
Burnaby,
British Columbia Canada V5C 6P3
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 604-293-3933
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).
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13(e)-4(c))
Item
1.01. Entry
into a Material Definitive Agreement
On July
17, 2009, Ableauctions.com, Inc. (“Ableauctions”), Abdul Ladha and Hanifa Ladha
executed a Share Exchange Agreement (“Exchange Agreement”) with Top Favour Ltd.
(“Top Favour”) and the shareholders of Top Favour pursuant to which the Top
Favour shareholders agreed to exchange their shares of Top Favour capital stock
for newly-issued shares of Ableauctions. Section 8.1(b) of Article 8
of the Exchange Agreement states that the Exchange Agreement may be terminated
at any time prior to the closing of the transaction by either Ableauctions or
the shareholders of Top Favour if the transaction is not consummated for any
reason by November 30, 2009.
The
transaction will not be consummated by November 30, 2009 therefore on November
25, 2009 the parties executed the “First Amendment to Share Exchange Agreement”
(the “Amendment”) which amends the Exchange Agreement to extend the date
included at Section 8.1(b) of Article 8 of the Exchange Agreement to April 30,
2010.
The
Amendment also amends Section 9.7 of Article 9 of the Exchange Agreement to
require the approval of Abdul Ladha and Hanifa Ladha, rather than the holders of
a majority of the outstanding voting stock of Ableauctions, to amend the
Exchange Agreement.
Item
9.01. Financial
Statements and Exhibits
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 hereunto
duly authorized.
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ABLEAUCTIONS.COM,
INC. |
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Date:
November 30, 2009
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By:
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/s/ Abdul
Ladha |
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Abdul
Ladha |
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Chief
Executive Officer |
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