SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
ABLEAUCTIONS.COM, INC.
Name of the Registrant as Specified In Its Charter
Interwest Transfer Co., Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
(2) Aggregate number of securities to which transaction applies:
Not applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not applicable
(4) Proposed maximum aggregate value of transaction:
Not applicable
(5) Total fee paid:
Not applicable
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form, Schedule or Registration Statement No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
<PAGE>
[COMPANY LOGO]
ABLEAUCTIONS.COM, INC.
1963 Lougheed Highway
Coquitlam, British Columbia, Canada
V3K 3T8
April 20, 2000
Dear Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Ableauctions.com, Inc. (the "Company") to be held at 1:00 p.m. (PST) on Friday,
May 12, 2000, at The Semiahmoo Inn, 9565 Semiahmoo Parkway, Blaine, Washington,
98230.
In addition to the items set forth in the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement, we will report on current
activities of the Company and will provide an opportunity to discuss matters of
interest to you as a stockholder.
We sincerely hope that you will be able to attend our Annual Meeting.
However, whether or not you plan to attend, please sign, date, and promptly
return the enclosed proxy to ensure that your shares are represented.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in Ableauctions.com, Inc.
Very truly yours,
/s/ Abdul Ladha
-------------------------------------------
Abdul Ladha
President and Chief Executive Officer
<PAGE>
ABLEAUCTIONS.COM, INC.
-----------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 18, 2000
------------------------------------------------------
To the Stockholders:
The Annual Meeting of Stockholders of Ableauctions.com, Inc. will be held at
1:00 p.m. (PST) on Friday, May 12, 2000 at The Semiahmoo Inn, 9565 Semiahmoo
Parkway, Blaine, Washington, 98230, for the following purposes:
1. To elect three directors, each to a one year term;
2. To ratify the selection of Davidson & Company, Chartered Accountants,
as the independent auditor for Ableauctions.com, Inc.; and
3. To transact any other business that may properly come before the
meeting.
Only stockholders of record at the close of business on Thursday, March 30, 2000
are entitled to notice of, and to vote at, the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeremy Dodd
-----------------------------------------------
Jeremy Dodd
Corporate Secretary
April 20, 2000
- --------------------------------------------------------------------------------
IMPORTANT
Whether or not you plan to attend the meeting, please sign, date, and return
promptly the enclosed proxy in the enclosed envelope, which requires no postage
if mailed in the United States. Promptly signing, dating, and returning the
proxy will save the Company the additional expense of further solicitation.
- --------------------------------------------------------------------------------
<PAGE>
ABLEAUCTIONS.COM, INC.
1963 Lougheed Highway
Coquitlam, British Columbia
V3K 3T8
-------------------------------------------------------
PROXY STATEMENT
-------------------------------------------------------
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Ableauctions.com, Inc. (the "Company") to be voted
at the 2000 Annual Meeting of Stockholders of the Company to be held at 1:00
p.m. (PST) on Friday, May 12, 2000. Stockholders who sign proxies may revoke
them at any time before their exercise by delivering a written revocation to the
Secretary of the Company, by submission of a proxy with a later date, or by
voting in person at the meeting. These proxy materials, together with the
Company's annual report on Form 10-KSB to stockholders, are being mailed to
stockholders on or about April 20, 2000.
Stockholders of record at the close of business on March 30, 2000 will be
entitled to vote at the meeting on the basis of one vote for each share held. On
March 30, 2000, there were outstanding 19,549,517 shares of common stock of the
Company.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors will consist of three (3) members. Directors are elected
for a one year term.
The following persons have been nominated to serve as directors of the Company:
1. Abdul Ladha
2. Barrett Sleeman
3. Dr. David Vogt
All of the nominees currently serve on the Company's Board of Directors. Each
nominee has been nominated to serve as a director for a term of one year or
until his successor is elected and qualified.
Unless a stockholder indicates otherwise, each signed proxy will be voted for
the election of these nominees.
Management expects that each of the nominees will be available for election, but
if any of them is not a candidate at the time the election occurs, it is
intended that the proxies will be voted for the election of another nominee to
be designated by the Board of Directors to fill any vacancy.
The candidates elected are those receiving the largest number of votes cast by
the shares entitled to vote in the election, up to the number of directors to be
elected. Shares held by persons who abstain from voting on the election and
broker "non-votes" will not be counted in the election.
<PAGE>
2
Nominees for Election
Abdul Ladha, Age 38
Abdul Ladha has been a director, President, and Chief Executive Officer of the
Company since August 24, 1999. In addition, Mr. Ladha has served as President of
Able Auctions (1991) Ltd., the Company's wholly owned subsidiary, since April 1,
1998. Mr. Ladha holds an honors degree in Electrical Engineering and Mathematics
from the University of British Columbia (UBC). In 1985, after completing his
academic term at UBC and at the Tri-University Meson Facility (TRIUMF), a
nuclear physics research laboratory, he founded Dexton Enterprises Inc., the
operating subsidiary of Dexton Technologies Corporation, a public company whose
shares trade on the Canadian Venture Exchange. In 1997, Dexton Technologies
acquired Able Auctions (1991) Ltd., which Dexton sold to the Company on August
24, 1999. Dexton Technologies, through its subsidiaries, Dexton Enterprises Inc.
and RapidFusion.com Technologies Inc., is engaged in the business of (a) the
development of full-service Intranet, Internet, and e-commerce systems
solutions, and the rapid deployment of highly complex Web applications and
Internet Application Hosting services, and (b) the marketing and sale of
personal computer hardware and network systems to corporate and retail customers
as well as computer training and after-sales upgrade and support services.
Mr. Ladha is the Executive Director of CITA - The Canadian Institute for
Technological Advancement, a non-profit organization dedicated to developing
Canada's technological entrepreneurs sponsored by the UBC, Simon Fraser
University (SFU), the World Trade Centre, Ernst & Young, and some 60
corporations and institutions.
Barrett E.G. Sleeman, P.Eng., Age 59
Barrett Sleeman, a director of the Company since August 24, 1999, is a
professional engineer. He is a director and the President (since May 1988) of
Omicron Technologies Inc., whose focus is on the acquisition, research and
development, and marketing of leading edge technologies for the aerospace,
telecommunications, defense, and consumer electronics industries, as well as
Internet-based business concepts. Mr. Sleeman also serves as a director of the
following publicly traded companies: Dexton Technologies Corporation (since
April 1997); Industrial Mineral Park Mining Corporation, a graphite property
development company (since February 1999); and Java Group Inc., currently an oil
and gas company (since November 1997). Mr. Sleeman was also President (October
1996 to October 1997) and a director (August 1996 to October 1997) of White Hawk
Ventures Inc., and President (August 1995 to April 1997) and a director (March
1995 to January 1998) of Redex Gold Inc., both mining exploration companies.
Dr. David Vogt, Age 43
Dr. David Vogt, a director of the Company since April 17, 2000, is a scientist
and knowledge engineer. An astronomer by training, he was Director of
Observatories at the University of British Columbia in Canada from 1980 to 1992
before becoming Director of Science at Science World, Western Canada's largest
public science center. With the development in 1993 of a "virtual science
center" to support educational outreach, Dr. Vogt shifted his focus to explore
the creation of knowledge using new media technologies. Dr. Vogt is a founding
executive of Brainium.com, an innovative online educational publishing company.
Brainium.com pioneers new media learning products for the kindergarten to Grade
12 market. The award-winning "Science Brainium", located at www.brainium.com, is
an online intermediate science resource currently reaching 7,000 schools
internationally.
Dr. Vogt combined undergraduate degrees in Physics and Astronomy (UBC 1977) and
English Literature (UBC 1978) into an interdisciplinary Ph.D. (SFU 1990) in
information science and archaeoastronomy.
<PAGE>
3
Dr. Vogt was also founding director of the B.C. Shad Valley Program, Chairman of
the CBC's Advisory Committee on Science and Technology, and a founding member of
the SchoolNet National Advisory Board.
Dr. Vogt's professional associations include membership on the Software and
Information Industry Association (SIIA) Content Board and sub-committee on
Distance Learning, a technology planning committee for Ronald McDonald Houses
International, the Education Committee for the Vancouver Foundation, the B.C.
government's Information Technology Advisory Board, and the Board for Science
World.
The Board of Directors recommends a vote FOR each of the nominees as a director.
Board Meetings and Committees of the Board
During 1999, the Board of Directors passed 19 sets of resolutions by written
consent in lieu of holding meetings. All directors, during their respective
terms, voted on the consent resolutions in lieu of Board meetings and meetings
of committees on which they served. The Board of Directors has the following
standing committee:
The Audit Committee consists of directors who are not employees of the
Company and other persons selected by the Board who are, in the opinion of
the Board of Directors, free from any relationship that would interfere
with their exercise of independent judgment as Audit Committee members. The
Audit Committee has been established to make recommendations concerning the
engagement of independent public accountants, review with the independent
public accountants the plans and results of audit engagements, approve
professional services provided by such accountants, review the independence
of the public accountants retained, and review the adequacy of the
Company's internal accounting controls. The Audit Committee held one
meeting in 1999. The current members of the Audit Committee are Abdul
Ladha, Barrett Sleemanm, and Dr. David Vogt.
Compensation of the Board of Directors
The Company's directors did not receive any compensation during the last fiscal
year.
Each director is eligible to participate in the Company's 1999 Incentive Stock
Option Plan. See "Executive Compensation" below for a description of the Plan.
Executive Officers and Key Employees of the Company
In addition to the directors who also serve as executive officers, the following
persons currently serve as executive officers and key employees of the Company:
Jeremy Dodd - Secretary-Treasurer
Jeremy Dodd was appointed the Company's Secretary and Treasurer on September 15,
1999. He began his career with Able Auctions Liquidators Limited in 1986. Five
years later, he bought Able Auctions Liquidators Limited and formed Able
Auctions (1991) Ltd., where he served as President from November 1993 to April
1998 and Secretary and a director from July 1991 to April 1998. In March 1998,
he sold Able Auctions (1991) Ltd. to Dexton Technologies Corporation and has
directed Able Auctions (1991)'s operations and its transition to becoming an
Internet broadcaster of auctions. Mr.
<PAGE>
4
Dodd was appointed Vice President of Operations of Able Auctions (1991) Ltd. on
August 24, 1999. Mr. Dodd is an auctioneer and bailiff by trade and has
conducted over 1,000 live auctions from Montreal to San Francisco.
N.H. (Nosh) Vellani - Chief Financial Officer
N.H. (Nosh) Vellani is a Certified Management Accountant and has nearly 20 years
of business accounting, management, and executive finance experience. Before
joining the Company on December 1, 1999, Mr. Vellani was a Consulting Chief
Financial Officer with Chai Na Ta Corp (TSE), the largest grower of ginseng in
North America. Mr. Vellani was previously Chief Financial Officer and Secretary
of Aber Resource Ltd. (TSE, NASDAQ), a development stage diamond company, from
1997 to 1999, and Vice President, Finance and CFO of Viceroy Resource
Corporation (TSE), a multi mine gold producer, from 1991 to 1997. Since 1980,
Mr. Vellani has also held various positions with other public companies
including Pan Atlas Energy Inc, a mid tier oil & gas producer; Channel Resources
Ltd.; Oro Belle Resources Ltd.; and Granges Inc.
Jerry Bleet, Vice-President, Merchandising & Logistics
Jerry Bleet received a Bachelor of Commerce degree from the University of
Manitoba. For over 30 years, Mr. Bleet has been a retail executive with major
Canadian retailers and department stores. He has served as Vice President,
Retail Stores of London Drugs from 1977 to 1996, and was a key member of the
executive management team that expanded the company from 10 stores in 1977 to 49
stores with over $900 million in annual revenues. Since leaving London Drugs in
1996, Mr. Bleet has been an independent consultant to retail organizations. He
was appointed a Vice-President of the Company on September 15, 1999.
Harlan Moore, Vice-President, Operations of Washington State
Harlan Moore graduated from the University of Washington in 1995 with a Bachelor
of Science degree in Zoology. Following graduation, Mr. Moore became Director of
Internet Sales at Prestige Ford in Bellevue, Washington, where he was
responsible for implementing an e-commerce web site for the dealership. In 1999,
Mr. Moore founded Falcon Trading, Inc., an auctioneer and liquidator of used and
surplus computer hardware. In February 2000, Mr. Moore sold the assets of Falcon
Trading to the Company and was appointed Vice-President, Operations of
Washington State.
Elaine Kerluke, Corporate Controller
Elaine Kerluke is a Certified Management Accountant (CMA) with 14 years of
progressive accounting, systems development, and management experience. Ms.
Kerluke has been involved with a NASDAQ and TSE listed international company, as
well as private companies at various stages of development. Ms. Kerluke has also
been involved with a complex financial restructuring and maintaining an
international reporting and accounting system. Before joining the Company, Ms.
Kerluke was involved in the telecommunications, computers, equipment financing,
agriculture, and distribution industries.
<PAGE>
5
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, as of March 30, 2000, regarding the
beneficial ownership of the Company's common stock by any person known to the
Company to be the beneficial owner of more than 5% of the outstanding common
stock, by directors and certain executive officers, and by all directors and
executive officers of the Company as a group.
<TABLE>
Name and Address Amount and Nature of Percent of
Beneficial Ownership of Class(1)
Common Stock
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dexton Technologies Corporation, +5% shareholder 1,843,444 9.43%
3112 Boundary Road
Burnaby, B.C., Canada, V5M 4A2
The Ladha (1999) Family Trust, +5% shareholder 6,093,750 31.18%
Vallis Building, P.O. Box H.M. 247
Hamilton, HM AX, Bermuda
Douglas McLeod, +5% shareholder 3,233,000 16.54%
688-6 Ishikawa
Kanagawa, Japan, 252 0815
Silicon Capital Corp., +5% shareholder 1,641,085(2) 8.17%
Wayaca No. 31-C, P.O. Box 651
Oranjestad, Aruba
Trans Mutual Growth, Inc., +5% shareholder 1,000,000 5.12%
Suite 104B, Saffrey Square, Bank Lane
Nassau, Bahamas
Abdul Ladha, Director and Executive Officer 6,593,750(3) 32.89%
8824 Yarrow Place
Burnaby, B.C., Canada, V3N 4W1
Barrett Sleeman, Director 50,000(4) 0.26%*
P.O. Box 18111
2225 West 41st Avenue
Vancouver, B.C., Canada, V6M 4L3
Dr. David Vogt, Director Nil -
3771 West 15th Avenue
Vancouver, B.C., Canada, V6R 2Z7
Jeremy Dodd, Executive Officer 200,000(5) 10.13%
11824 189 B Street
Pitt Meadows, B.C., Canada, V3Y 2L2
N.H. (Nosh) Vellani, Executive Officer 60,000(6) 0.31%*
8258 Government Road
Burnaby, B.C., Canada, V5A 2E3
</TABLE>
<PAGE>
6
<TABLE>
Name and Address Amount and Nature of Percent of
Beneficial Ownership of Class(1)
Common Stock
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jerry Bleet, Executive Officer 12,800(7) 0.07%*
10871 Bromley Place
Richmond, B.C., Canada, V7A 4J5
Harlan Moore, Executive Officer 159,755(8) 0.81%*
6341 139th Place NE, #62
Redmond, Washington, 98052
Elaine Kerluke, Executive Officer Nil -
10097 127B Street
Surrey, B.C., Canada, V3V 5M4
All current directors and executive officers as a group (8 persons) 7,076,305(9) 44.47%
</TABLE>
- -------------------------
* Represents less than 1%.
(1) Based on an aggregate of 19,549,517 shares outstanding as of March 30,
2000. Where a named person holds options or warrants to purchase shares of
common stock of the Company, the number of shares that may be issued under
those options or warrants are added to the 19,549,517 figure to calculate
the percentage held by that person.
(2) Includes (a) 1,094,057 shares of common stock owned of record directly; and
(b) warrant exercisable to acquire 547,028 shares of Common Stock within 60
days of March 30, 2000.
(3) Includes options exercisable to acquire 500,000 shares of common stock
within 60 days of March 30, 2000.
(4) Consists of options exercisable to acquire 50,000 shares of common stock
within 60 days of March 30, 2000.
(5) Consists of options exercisable to acquire 200,000 shares of common stock
within 60 days of March 30, 2000.
(6) Consists of options exercisable to acquire 60,000 shares of common stock
within 60 days of March 30, 2000.
(7) Includes (a) 2,800 shares of common stock owned of record directly and (b)
options exercisable to acquire 10,000 shares of common stock within 60 days
of March 30, 2000.
(8) Includes (a) 1,350 shares of common stock owned of record directly; (b)
53,405 shares of common stock owned of record indirectly; and (c) options
exercisable to acquire 105,000 shares of common stock within 60 days of
March 30, 2000.
(9) Includes (a) 6,093,750 shares of common stock owned of record by The Ladha
(1999) Family Trust, of which Abdul Ladha is a beneficiary; (b) 2,800
shares of common stock owned of record by Jerry Bleet directly; (c) 53,405
shares of common stock owned of record by Falcon Trading, Inc., of which
Harlan Moore is the sole shareholder; and (d) options exercisable to
acquire an aggregate 925,000 shares of common stock within 60 days of March
30, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Federal securities laws require the Company's directors and executive officers
and persons who own more than 10% of the Company's common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of any securities of the Company.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required during the fiscal year ended December 31, 1999, all of the Company's
directors, executive officers, and greater-than-10% beneficial owners made all
required filings on a timely basis.
<PAGE>
7
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below shows, for the last three fiscal years, compensation paid to the
Company's Chief Executive Officer and the three most highly paid executive
officers serving at fiscal year end whose total compensation exceeded $100,000.
These officers are referred to as the "Named Executive Officers."
<TABLE>
Annual Compensation
----------------------------------------------------------------------
Name and Principal Position Fiscal Salary ($) Bonus ($) Other Annual
Year(1) Compensation ($)
- ----------------------------------------------------------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
ABDUL LADHA(2) 1999 Nil Nil Nil
President and CEO
DOUGLAS McLEOD(3) 1999 Nil Nil Nil
President
JAMES BAILEY(4) 1999 Nil Nil Nil
President 1998 Nil Nil Nil
1997 Nil Nil Nil
JEREMY DODD(5) 1999 55,000 66,666 Nil
Secretary-Treasurer
</TABLE>
(1) Year ended December 31.
(2) President and CEO from August 24, 1999 to present.
(3) President from June 22, 1999 to August 24, 1999.
(4) President from September 30, 1996 to June 22, 1999.
(5) Secretary-Treasurer from August 24, 1999 to present.
Stock Option Plan
On October 14, 1999, a majority of the Company's shareholders approved the 1999
Stock Option Plan (the "Plan"), as approved by the Board of Directors on October
14, 1999. The Plan provides for the grant of incentive and non-qualified options
to purchase up to 3,000,000 shares of common stock to officers, directors,
employees, and other qualified persons that may be selected by the Plan
Administrator (which currently is the Board of Directors). The Plan is intended
to help attract and retain key Company employees and any other persons that may
be selected by the Plan Administrator and to give those persons an equity
incentive to achieve the objectives of the Company's shareholders.
Incentive stock options may be granted to any individual who, at the time of
grant, is an employee of the Company or any related corporation. Non-qualified
stock options may be granted to employees and to any other persons that may be
selected by the Plan Administrator. The Plan Administrator fixes the exercise
price for options in the exercise of its sole discretion, subject to certain
minimum exercise prices in the case of incentive stock options. Options will not
be exercisable until they vest according to a vesting schedule specified by the
Plan Administrator at the time of grant of the option.
Options are non-transferable except by will or the laws of descent and
distribution. With certain exceptions, vested but unexercised options terminate
on the earlier of: (i) the expiration of the option term specified by the Plan
Administrator at the date of grant (generally 10 years; or, with respect to
incentive stock options granted to greater-than 10% shareholders, a maximum of
five years); (ii) the date of an employee optionee's termination of employment
or contractual relationship with the Company or any related corporation for
cause; (iii) the expiration of three months from the date of an optionee's
<PAGE>
8
termination of employment or contractual relationship with the Company or any
related corporation for any reason, other than cause, death or disability; or
(iv) the expiration of one year from the date of death of an optionee or
cessation of an optionee's employment or contractual relationship by death or
disability. Unless accelerated in accordance with the Plan, unvested options
terminate immediately on termination of employment of the optionee by the
Company for any reason whatsoever, including death or disability.
Option Grants in the Last Fiscal Year
During the fiscal year ended December 31, 1999, options were granted to the
Named Executive Officers as follows:
<TABLE>
- ------------------------------ ----------------------- ---------------------- ---------------------- ---------------
Name Number of Shares Date of Grant Date of Expiry Exercise Price
Under Option
- ------------------------------ ----------------------- ---------------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Abdul Ladha 500,000 October 14, 1999 October 14, 2004 $3.20
- ------------------------------ ----------------------- ---------------------- ---------------------- ---------------
Jeremy Dodd 200,000 October 14, 1999 October 14, 2004 $3.20
- ------------------------------ ----------------------- ---------------------- ---------------------- ---------------
TOTAL 700,000
- ------------------------------ ----------------------- ---------------------- ---------------------- ---------------
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
During the last fiscal year, none of the Named Executive Officers exercised
options to purchase shares of the Company's common stock.
Report of the Board of Directors on Executive Compensation
During 1999, the Board of Directors was responsible for establishing
compensation policy and administering the compensation programs of the Company's
executive officers.
The amount of compensation paid by the Company to each of its directors and
officers and the terms of those persons' employment is determined solely by the
Board of Directors, except as otherwise noted below. The Company believes that
the compensation paid to its directors and officers is fair to the Company.
In the past, Abdul Ladha has negotiated all executive salaries on behalf of the
Company. The Board of Directors believes that the use of direct stock awards is
at times appropriate for employees, and in the future intends to use direct
stock awards to reward outstanding service to the Company or to attract and
retain individuals with exceptional talent and credentials. The use of stock
options and other awards is intended to strengthen the alignment of interests of
executive officers and other key employees with those of the Company's
stockholders.
Compensation of Chief Executive Officer
The Company has not yet determined the amount of compensation that it expects to
pay to Abdul Ladha, its Chief Executive Officer, for the fiscal year ended
December 31, 2000. The Board of Directors intends to compensate Mr. Ladha based
on performance, and any compensation will likely be in the form of a bonus
rather than salary. Mr. Ladha will also be entitled to receive options to
purchase common stock of the Company under the Company's 1999 Stock Option Plan.
The Company does not intend to pay its directors compensation for the fiscal
year ended December 31, 2000.
<PAGE>
9
Certain Relationships and Related Transactions
During the year ended December 31, 1999, the following related party
transactions occurred:
1. The Company issued 5,312,500 common shares for consulting services to a
company controlled by a former director of the Company.
2. The Company issued 1,843,444 shares of common stock, which is approximately
10% of the total shares outstanding as at December 31, 1999, to Dexton
Technologies Corporation, a company controlled by Abdul Ladha, a director
of the Company, in consideration of the acquisition of Able Auctions (1991)
Ltd.
3. The Company paid $238,278 in management fees to Dexton Technologies
Corporation.
4. The Company purchased computer equipment and software and incurred web site
development costs in the amount of $469,940 from Dexton Technologies
Corporation.
5. Included in accounts payable is an amount of $237,849, which is payable to
Dexton Technologies Corporation.
During 1999, the Company paid salaries and other compensation to its Named
Executive Officers as set forth under the heading "Executive Compensation."
SHAREHOLDER PROPOSALS
Under Rule 14a-8(3) of the Securities and Exchange Commission, stockholder
proposals intended for inclusion in next year's proxy statement must be directed
to the Corporate Secretary at Ableauctions.com, Inc., 1963 Lougheed Highway,
Coquitlam, British Columbia, Canada, V3K 3T8, and must be received by January
31, 2001. Any stockholder proposal for next year's annual meeting submitted
after January 31, 2001 will not be considered filed on a timely basis with the
Company under SEC Rule 14a-4(c)(1). For proposals that are not timely filed, the
Company retains discretion to vote proxies it receives. For proposals that are
timely filed, the Company retains discretion to vote proxies it receives,
provided that (1) the Company includes in its proxy statement advice on the
nature of the proposal and how it intends to exercise its voting discretion and
(2) the proponent does not issue a proxy statement.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors requests that shareholders ratify its selection of
Davidson & Company, Chartered Accountants, as the Company's independent auditor
for the current fiscal year. If the shareholders do not ratify the selection of
Davidson & Company, another firm of certified public accountants will be
selected by the Audit Committee of the Board of Directors. Representatives of
Davidson & Company will be present at the meeting.
The Board of Directors recommends a vote FOR the ratification of the selection
of Davidson & Company as independent auditor.
<PAGE>
10
SOLICITATION OF PROXIES
The proxy card accompanying this proxy statement is solicited by the Board of
Directors. Proxies may be solicited by officers, directors, and other employees
of the Company, none of whom will receive any additional compensation for their
services. Solicitations of proxies may be made personally or by mail, telephone,
telegraph, facsimile, or messenger. The Company will pay to persons holding
shares of common stock in their names or in the names of nominees, but not
owning such shares beneficially, such as brokerage houses, banks and other
fiduciaries, for the expense of forwarding soliciting materials to their
principals. All costs of soliciting proxies will be paid by the Company.
OTHER MATTERS
The Company is not aware of any other business to be acted on at the meeting. If
other business requiring a vote of the stockholders comes before the meeting,
the holders of the proxies will vote in accordance with their best judgment.
April 18, 2000
A copy of the Company's Annual Report on Form 10-KSB for fiscal 1999, containing
information on operations filed with the Securities and Exchange Commission, is
available on written request. Please write to: N.H. (Nosh) Vellani, CFO,
Ableauctions.com, Inc., 3112 Boundary Road, Burnaby, British Columbia, Canada,
V5M 4A2.
<PAGE>
PROXY
For the Annual Meeting of the Stockholders of
ABLEAUCTIONS.COM, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints ABDUL LADHA and N.H. (NOSH) VELLANI, and each
of them, with full power of substitution, as proxies to vote the shares that the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Friday, May 12, 2000 and at any adjournment thereof.
(Continued and to be signed on the reverse side)
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FOR NOT FOR FOR AGAINST ABSTAIN
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<S> <C> <C> <C> <C> <C> <C>
1. Election of Directors: 2. The ratification of the [ ] [ ] [ ]
selection of Davidson &
ABDUL LADHA [ ] [ ] Company as independent
BARRETT SLEEMAN auditor.
DR. DAVID VOGT
Except vote withheld from
following nominee(s)
listed in space at right
I plan to attend the meeting. [ ]
This proxy, when properly signed
will be voted in the manner directed
herein by the undersigned stockholder.
IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF
THE NOMINEES NAMED IN PROPOSAL 1
AND FOR PROPOSAL 2.
IMPORTANT -- PLEASE SIGN AND RETURN
THIS PROXY PROMPTLY. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by an authorized person.
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Signature(s) Dated
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