FORM 10-KSB

                            -------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        Commission file number: 000-28179

                             ABLEAUCTIONS.COM, INC.
--------------------------------------------------------------------------------
              (Exact name of small business issuer in its charter)

          Florida                                      Not applicable
-------------------------------            -------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

      1963 Lougheed Highway
  Coquitlam, British Columbia Canada                       V3K 3T8
----------------------------------------         ------------------------------
(Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (604) 521 2253

         Securities Registered Under Section 12(b) of the Exchange Act:
                                      None

         Securities Registered Under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                    ----------------------------------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
[X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for most recent fiscal year:  $898,450

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  based on the average bid and asked price as of March 31, 2000
being $6.715 per share: $56,919,851

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  19,549,517 shares of Common Stock as
of March 31, 2000.

Documents  Incorporated  by  Reference:  Portions  of issuer's  Proxy  Statement
relating to its 2000 Annual Meeting of  Shareholders to be filed on Schedule 14A
and the Current  Report on Form 8-K/A (for event on March 20,  2000) dated April
4, 2000 are incorporated by reference into Part III of this Form 10-KSB

Transitional Small Business Format.   Yes [  ]   No [X]


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
                                                                                                                Page

<S>                                                                                                              <C>
PART I............................................................................................................1
Item 1.  Description of Business..................................................................................1
Item 2.  Description of Property.................................................................................25
Item 3.  Legal Proceedings.......................................................................................26
Item 4.  Submission of Matters to a Vote of Security Holders.....................................................26

PART II..........................................................................................................27

Item 5.  Market for Common Equity and Related Stockholder Matters................................................27
Item 6.  Management's Discussion and Analysis of Financial Condition And Results of Operations...................28
Item 7.  Financial Statements....................................................................................33
Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....................34

PART III.........................................................................................................35

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance With
           Section 16(a) of the Exchange Act.....................................................................35
Item 10.  Executive Compensation.................................................................................35
Item 11.  Security Ownership of Certain Beneficial Owners and Management.........................................35
Item 12.  Certain Relationships and Related Transactions.........................................................35
Item 13.  Exhibits and Reports on Form 8-K.......................................................................35
</TABLE>


<PAGE>


NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain  information  contained herein
constitutes   "forward-looking   statements,"   including   without   limitation
statements containing the words "believes,"  "anticipates," "intends," "expects"
and words of similar import, as well as all projections of future results.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other  factors  which  may cause  the  actual  results  or  achievements  of the
Registrant to be materially different from any future results or achievements of
the Registrant  expressed or implied by such  forward-looking  statements.  Such
factors  include,  but are not  limited  to, the  following:  risks  involved in
implementing  a new  business  strategy;  the  Registrant's  ability  to  obtain
financing on  acceptable  terms;  competition  in the auction  industry;  market
acceptance of live auction broadcasts on the Internet;  the Registrant's ability
to manage growth and integrate the operations of acquired auction houses;  risks
of  technological  change;  the  Registrant's  dependence on key personnel;  the
Registrant's dependence on marketing relationships with auction houses and third
party suppliers;  the Registrant's ability to protect its intellectual  property
rights;  government  regulation of Internet  commerce and the auction  industry;
economic  factors  affecting  the sales of auction  merchandise;  dependence  on
continued growth in use of the Internet;  risk of technological change; capacity
and systems disruptions;  uncertainty regarding infringing intellectual property
rights  of  others  and  the  other  risks  and  uncertainties  described  under
"Description  of Business - Risk Factors" in this annual report.  Certain of the
forward looking  statements  contained in this annual report are identified with
cross-references  to this  section  and/or to specific  risks  identified  under
"Description of Business - Risk Factors".

The  Registrant's  management  has included  projections  and  estimates in this
annual  report,  which are based  primarily on  management's  assessment  of the
Registrant's  results of operations,  discussions  and  negotiations  with third
parties,  management's  experience  and a  review  of  information  filed by its
competitors with the Securities and Exchange Commission. Investors are cautioned
against attributing undue certainty to management's projections.


<PAGE>

PART I

Item 1.  Description of Business

General

We, Ableauctions.com, Inc., are a Florida corporation engaged in the business of
auctioning   a  broad   range  of   merchandise   and   equipment   through  our
"brick-and-mortar"  auction house, over the Internet and by broadcasting some of
our live auctions on our web site at www.ableauctions.com.

We operate our business  through our wholly owned  subsidiaries,  Able  Auctions
(1991)  Ltd.  in Canada and  Ableauctions.com  (Washington),  Inc. in the United
States.  We acquired  Able Auctions  (1991) on August 24, 1999 and  incorporated
Ableauctions.com  (Washington)  on  February  29,  2000.  We are an early  stage
company  with a  limited  operating  history.  Before  our  acquisition  of Able
Auctions (1991),  we were a shell company with no material  revenues,  expenses,
assets, or liabilities.  Able Auctions (1991) has operated auctions in the Lower
Mainland of British Columbia, Canada since 1991.

We auction  merchandise  and equipment  from a variety of industries  including:
antique,  bakery,  broadcasting,  chemical,  construction,  dairy,  electronics,
energy,  food processing,  foundry,  furniture,  high-technology,  machine tool,
metal fabrication, office, paper, pharmaceutical, plastic, printing, restaurant,
textile,  and others.  Our auctions are open to the public.  Our typical auction
draws  approximately  500 bidders in person and offers on average  approximately
1,200 items or lots of merchandise  and equipment for auction.  In auctions that
we broadcast, our physical  "brick-and-mortar"  auction audiences are integrated
with our Web-based online auction  audiences,  and our online customers are able
to bid on and buy  merchandise  at our  live  auctions.  Bidders  are  generally
businesses  and  commercial  purchasers.  We generally earn gross profit margins
ranging from 20% to 55% on the sale of goods at our physical auctions. We cannot
assure you that we will attain any  particular  level of gross profit margins or
that we will achieve profitability.

During our fiscal year ended December 31, 1999, we had a consolidated  operating
loss  of  $1,339,492.   These  losses  resulted  from  our  efforts  to  develop
technologies  and to implement  our plan to  broadcast  live  auctions  over the
Internet and increase operating and administrative  expenses associated with the
expansion  of  our  business.  See  "Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations."

We launched our web site for public  viewing in September  1999. We  broadcasted
our first live auction on our web site in January,  2000. We currently broadcast
approximately  32% of our auctions over the  Internet.  We are in the process of
refining the technologies related to broadcasting live auctions on our web site.
Visitors to our web site were able to purchase  items from our Retail  Store and
bid on items in our Silent Auction beginning in November 1999.

We believe  that we can increase the gross  revenues  and  profitability  of our
existing  auction  operations  by  expanding  the scope of our auction  audience
through  the  capabilities  of the  Internet.  We have also  begun to expand our
auction business by acquiring other brick-and-mortar existing auction companies.
In October  1999,  we hired all of the employees and acquired the assets of Ross
Auctioneers,  a small regional auction company, located in the Lower Mainland of
British  Columbia,  Canada.  In February  2000, we acquired the assets of Falcon
Trading, another small regional auction company located in Redmond,  Washington,
and hired Harlan Moore,  the founder and sole  principal of Falcon  Trading.  In
March 2000, we acquired the assets of Mesler's  Auction House,  an auction house
located in  Scottsdale,  Arizona.  We also  acquired  related  real estate and a
50,000 square foot building from an affiliate of Mesler's. We have also a signed
binding letter of intent to acquire, subject to certain closing conditions,  the
assets of an auction house located in Tacoma, Washington. See "Acquisitions".

We currently have limited  revenues from our  operations.  We do not believe our
past results of operations will be  representative  of our future operations for
the following reasons:



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     o    We may  increase  our  operating  expenses to broaden  our  geographic
          market by acquiring existing auction houses,  which will require us to
          finance these acquisitions  through the issuance of debt, equity, or a
          combination of both;

     o    We have begun to implement an Internet strategy, which will require us
          to dedicate a significant  amount of our  resources to developing  the
          technologies and systems to expand our web site capabilities;

     o    We intend to incur  significant  marketing costs to market our auction
          houses and our web site;

     o    We  anticipate  that our  management  and  administrative  costs  will
          increase as we integrate our brick-and-mortar  operations with our web
          site and our operations with the auction houses that we acquire;

     o    We  anticipate  that we will  incur  increased  inventory  costs as we
          expand our auction business; and

     o    We may incur  unforeseen  costs related to implementing a new business
          strategy that differs significantly from our operations in the past.

See "Our Business  Strategy."  To the extent such  increases in expenses are not
followed by increased  revenues,  which are sufficient to cover such costs,  our
business and results of operations will be adversely  affected.  We believe that
period-to-period  comparisons  of our financial  condition  are not  necessarily
meaningful,  and  you  should  not  rely  on them  as an  indication  of  future
performance.

We anticipate that we will incur substantial  losses for the foreseeable  future
because of increased costs related to  implementing  our business  strategy.  We
estimate  that we will  require  additional  financing  of at least $10  million
through  December  31,  2000  to  fully  implement  our  business  plan  and  to
effectively  market our web site in the  United  States  and  Canada.  See "Note
Regarding  Forward Looking  Statements." Our financial  statements were prepared
assuming we will continue as a going  concern.  In their  independent  auditor's
report dated March 23, 2000,  Davidson & Co.,  expressed doubt about our ability
to  continue  as a going  concern  due to our lack of  working  capital  for our
planned  business  activities.  We  previously  estimated  that our minimum cash
requirement  to remove this going concern risk was  approximately  $4 million to
continue our auction  operations  and to maintain our web site.  On February 25,
2000,  we completed a private  placement of 1,000,000  units at a price of $5.00
per unit for gross proceeds of  $5,000,000.  Each unit consisted of one share of
common  stock and one  non-transferable  share  purchase  warrant.  Each warrant
entitles the holder to purchase one additional share at the price of $5.00 until
February  25,  2001 and at the  price of $6.00  until  February  25,  2002.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations." Our ability to fully implement our business strategy will depend on
our ability to raise future  financing.  Factors that will affect our ability to
raise financing may include, among other things:

     o    the revenues and profits generated from our operations;

     o    our ability to identify and acquire  additional  auction  houses or to
          enter  into  arrangements  with  brick-and-mortar  auction  houses  to
          broadcast auctions on our web site on acceptable terms;

     o    the market  acceptance of our  Ableauctions.com  web site by buyers of
          auction merchandise;

     o    traffic on our web site and purchases made through our web site;

     o    our ability to obtain  merchandise and consignments of merchandise for
          our auctions; and

     o    the  success  of  our  silent  auctions,  charity  auctions,  and  our
          specialty web site stores.

We anticipate that we will raise additional financing through private placements
of our  equity  and/or  debt  during the first  half of 2000.  We are  currently
seeking  financing by presenting  our business  plan to merchant and  investment
banks, fund managers, and investment advisors. We cannot assure you that we will
successfully complete any



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<PAGE>

additional  private  placements or that we will obtain  additional  financing to
implement our business  plans on acceptable  terms,  if at all. Our inability to
raise financing will have a material  adverse affect on our business and results
of operations.

Industry Background

The Commercial Auction Industry

According to the National Auctioneers Association ("NAA") and MasestroSoft,  the
commercial  auction  market in the  United  States is  estimated  to be a $267.5
billion business.  The NAA estimates that more than 600,000 commercial  auctions
and more than  350,000  charity  auctions  are  performed  annually by more than
12,000 licensed auctioneers.

Based on our discussions  with operators of auction houses and our experience in
the industry, we believe that most brick-and-mortar based auctions are regional,
owner operated businesses.  Each auction house must make significant investments
in real estate,  personnel,  inventory,  and marketing for each  location.  Most
traditional  auction houses obtain their inventory locally and must contend with
the  logistical  problems  of  matching  supplies of  available  merchandise  to
unpredictable demand.

The Internet Auction Industry

The Internet has become an increasingly  significant  global  interactive medium
for  communications,  information,  and commerce.  Use of the Internet has grown
over the past 3 years.  According to Deloitte  Consulting,  approximately 50% of
U.S. households own a personal computer. According to Deloitte Consulting, there
were 414,000  active  commercial  web sites at the beginning of 1998,  more than
double that of a year earlier.  Deloitte Consulting estimates that there will be
1.6 million web sites by 2002.  According to  ActiveMedia,  Internet  e-commerce
(the online purchase of goods and services by consumers and businesses) revenues
were  approximately $2.7 billion in 1996, and is expected to reach $1.3 trillion
in 2003.  ActiveMedia  expects  Internet  e-commerce  growth rates in 1999 to be
150%, and 138% in 2000.

Online  auctions are one of the fastest  growing areas of  electronic  commerce.
According  to a January  1999  survey by Jupiter  Communications,  the number of
people in the United States  participating in online auctions will grow from 1.2
million in 1998 to 6.5 million in 2002.  Jupiter  Communications  estimates that
auction  buyers are  anticipated  to represent 11% of the total online  shopping
population in 2002.  Forrester Research estimated that the total value of online
auctions would grow from $1.4 billion in 1998 to $19 billion in 2003.

Person-to-person  auctions,  like those of eBay.com,  uBid.com,  and Amazon.com,
currently  dominate the market;  however,  according to Jupiter  Communications,
business-to-consumer  sales will  comprise  some 66% of total  Internet  auction
sales, or approximately $13 billion, by 2003.

There are five models of online auctions:

     o    Event-based  live  auctions:  Bidders  participate  in  live  auctions
          transmitted over the Internet in real-time.  Users register to qualify
          as bidders to  participate  before the time of the auction and bid for
          merchandise  auctioned at physical auctions.  Online bidders typically
          bid against bidders present at the physical auctions.

     o    Business-to-consumer: Businesses or consumers bid on products that are
          listed on an auction's web site within a set time limit. The auctioned
          merchandise is sold to the highest bidder.

     o    Consumer-to-consumer  auctions:  Sellers post  merchandise  on the web
          site in one of several  categories.  Hundreds of  thousands  of items,
          usually priced under $50, are listed and bidders haggle  directly with
          sellers to purchase the merchandise.



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<PAGE>

     o    Specialty  auctions:  Sellers offer specific types of merchandise  for
          auction on specialty online auctions that serve eclectic collectors or
          consumers interested in a special niche.

     o    Business-to-business:  Businesses  offer  merchandise  for  auction to
          other business, including items for liquidation, salvaged merchandise,
          excess  inventory,  distressed  inventory,  and other items offered in
          large lots of several hundred items.

Our Business Strategy

Our business  strategy is to expand the geographic scope of our business through
the following growth and expansion strategies:

     o    Increasing the geographic  reach and auction  revenues of our existing
          auction business by broadcasting our auctions live on our web site;

     o    Expanding our auction  business and  operations by acquiring  existing
          brick-and-mortar  auction  houses in  strategic  geographic  locations
          throughout North America;

     o    Building an Internet e-commerce site for live auctions by broadcasting
          our auctions live and entering into strategic relationships with other
          brick-and-mortar  auction  houses to broadcast  their auctions live on
          our web site on a transaction fee basis; and

     o    Generating  revenues  from  silent  auctions,  charity  auctions,  and
          specialty e-commerce stores on our web site.

We have recently  acquired three additional  auction houses in British Columbia,
Washington,  and Arizona.  See "Acquisitions." We have signed a letter of intent
to acquire the assets of Ehli's Auctions of Tacoma,  Washington.  We may acquire
additional auction companies during 2000. We have identified prospective targets
in  Seattle,  Toronto,  and  the  United  Kingdom  and  are  in the  process  of
researching possible targets in the San Francisco Bay Area.

We  have  established  the  following   general  criteria  for  our  acquisition
candidates:

     o    Owner-operated business

     o    Minimum $2 million in sales

     o    Need to be profitable

     o    At least 5 years in business

     o    Holds 2 or more auctions per month

     o    Involved in auctions of liquidated stock

We plan to link all of our physical  auction sites through our  Ableauctions.com
web site. We anticipate  that each venue will broadcast its auctions live on our
web site, and as the volume of auctions  increases,  we expect to broadcast live
auctions on our  Ableauctions.com web site daily. We believe each of our auction
houses will benefit from our marketing programs.

We cannot assure you that we will acquire any  additional  auction  companies or
that we will have sufficient financing to acquire and operate the auction houses
we acquire,  if any. We also cannot  assure you that our  marketing  programs or
Internet  broadcasts  of our live  auctions  will  result in  increased  auction
revenues.



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<PAGE>

Competition

We intend to compete in two distinct markets:  the industrial auction market and
the online auction market.

We conduct our auctions on an unreserved basis with no minimum prices, resulting
in each and  every  item  being  sold to the  highest  bidder  on the day of the
auction.  Our policy is to prohibit  consignees  from  bidding on the items they
consign to us for auction. We attempt to differentiate our auction services from
our competitors through our "no minimum price policy" and by selling merchandise
without interference or competition from consignees.

We believe that our "no minimum  price"  policy  coupled with  broadcasting  our
auctions  live on the  Internet  through  our web site will  result in a greater
volume of consigned  equipment  and higher  gross  auction  sales.  Our business
strategy  is  intended  to  allow  us to  become a  leading  real-time  Internet
auctioneer  and  to  take  advantage  of  efficiencies  such  as a  consolidated
marketing   strategy,   uniform  auction   services,   and  increased   customer
satisfaction.

We believe that the growth of the Internet has  facilitated  the  development of
solutions to some of the  traditional  problems we face in operating our auction
business,  including  reaching  potential buyers of merchandise and equipment in
other  geographic  locations,  increasing the size of bidding  audiences for our
auctions, reaching more potential consignees of merchandise,  and automating our
auction  preview  process.  Our goal is to  expand  our  operations  by  linking
regional  auction  houses  together  through our web site.  We believe this will
allow us to generate a greater  volume of traffic  and  interest to our web site
and sales through our auctions.

Industrial/Commercial Auction Market

The used equipment market and the industrial equipment auction market are highly
fragmented.  We compete for potential  purchasers of industrial  equipment  with
other  auction  companies  and  with  indirect  competitors,  such as  equipment
manufacturers, distributors, new or used equipment dealers, and equipment rental
companies.

There  are  major  competitors  in  the  industrial/commercial  auction  market,
including Michael Fox International,  an international  auctioneer of industrial
equipment  and  real  estate;  Ritchie  Bros.   Auctioneers,   an  international
auctioneer of industrial  equipment;  Maynard's  Auctioneers,  an auctioneer and
liquidator of household items,  antiques, and commercial goods; Jarvis Auctions,
an  auctioneer  of  industrial  and office  equipment;  as well as several other
independent auctioneers.

We believe that the principal competitive factors in the auction market are:

     o    reputation;

     o    customer service;

     o    the ability to provide the customer with a variety of  merchandise  at
          an exceptional value, commission pricing, and structure; and

     o    the  ability to attract  the bidders  necessary  to generate  the best
          possible prices.

We intend to  compete  with a number of  companies  with  substantially  greater
financial, technical, and human resources than us. Our competitors include large
and small auction companies,  dealers, and retailers,  including discount retail
stores,  liquidation  centers,  and other retailers of new and previously  owned
merchandise.

Online Internet Auctions

We  believe  that the  market  leader in  broadcasting  live  auctions  over the
Internet is Livebid.com.  Livebid.com is a Seattle-based  company that pioneered
live,  event-based auctions on the Internet.  Amazon.com acquired Livebid.com in
May 1999.



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<PAGE>

Livebid.com  uses real-time  software  technology  that allows auction houses to
broadcast  their  auctions  live over the Internet and online  bidders to bid on
merchandise and participate in the live auctions. LiveBid.com enables bidders to
review  auction  catalogues  and place  proxy  bids  before  an event.  Based on
information  posted on its web site,  LiveBid.com  earns  revenues  by  charging
transaction fees based on auction revenues.

In addition, Brilliant Digital Equipment, Inc. broadcasts live auctions over the
Internet at www.theauctionchannel.com,  and provides broadcast services to major
auction houses like Christine's South Kensington,  Phillips,  Bonhams,  Allsop &
Co.,  Brooks,  and  Antiquorum.  We do not  believe  that  Brilliant  Digital is
currently broadcasting auctions from U.S. locations.

Additionally,  several  auctioneers have launched web sites that allow buyers to
search for and bid on merchandise  contained within the seller's  inventory.  In
general,  buyers search for and acquire merchandise by visiting the web site and
dealing  directly with the auction.  Based on our review of our competitors' web
sites, we believe that the inventory of most independent  auctions is limited in
size and selection.

The  Internet  auction  industry  is  new,  rapidly   evolving,   and  intensely
competitive,  and we expect competition to intensify in the future. A variety of
auction web sites are presently  available on the Internet that are dedicated to
facilitating person-to-person and business-to-person transactions on a bid-based
format.  These auction  services allow sellers to post  merchandise on their web
sites  and  buyers to  locate  items and  submit  bids  online.  These  services
generally organize merchandise by categories and provide descriptions, pictures,
or video clips of merchandise offered for sale.

Our silent auction will compete  directly with online  auction  services such as
Onsale,  First Auction,  Surplus Auction,  uBid, eBay, Yahoo!,  Onsale,  Excite,
Inc.,  Auction  Universe,  and a number of other  auction  based  services.  See
"Description  of  Ableauctions.com  Web  Offerings  - the  Silent  Auction."  We
potentially  face  competition  from a number of large  online  communities  and
services that have expertise in developing  online  commerce and in facilitating
online business-to-person interaction, including AOL, Lycos, Inc., and Microsoft
Corporation.

We believe that the  following  features may allow us to  differentiate  our web
site from the web sites of our competitors:

     o    Live Broadcast. We broadcast live auctions from physical auction sites
          over the Internet in real time,  which allow  visitors to our web site
          to compete against bidders attending the live auction;

     o    Quality  Sound  and  Video.  We are  developing  technology  that will
          provide  quality  video and  sound to  visitors  and that  will  allow
          bidders to respond immediately to the auctioneers calls;

     o    Commercial  Goods.  We intend to  broadcast  some live  auctions  that
          feature  merchandise and equipment  targeted at business or commercial
          buyers.

     o    Consumer Goods. We also intend to broadcast live auctions  targeted at
          consumers  featuring  merchandise  such  as  antiques,   collectibles,
          furniture, household items, and other consumer goods.

     o    Retail  Store.  We will offer a retail store on our web site that will
          feature a variety of  merchandise  that  visitors  can purchase at set
          prices that we anticipate will be below retail prices.

     o    Silent  and  Charity  Auction.  We  anticipate  that our web site will
          feature a silent  auction and a charity  auction  that lists items for
          auction that will be sold to the highest bidder.

See "Description of Ableauctions.com Web Offerings." In addition to the features
of our web site, we believe that our physical-based auction houses will allow us
to promote our auctions  over the Internet to potential  bidders and  consignees
and will save  potential  bidders  time and effort by  allowing  them to preview
merchandise  in advance of an auction  using video and sound clips posted on our
web site. We cannot assure you that we will  successfully  differentiate our web
site from the web  sites of our  competitors  or that our web site will  attract
visitors or bidders.



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<PAGE>

Our Auctions Operations

We  conduct  physical  auctions  from our  auction  houses  located  in  British
Columbia, Washington,  California, and Arizona. The costs involved in conducting
a  typical  auction  include,  among  other  things,  the  cost  of  catalogues,
insurance,  transportation,  auction  advertising,  auction  site  rental  fees,
security, temporary personnel and expenses of certain additional auction-related
accounting and shipping  functions.  In general,  we charge purchasers a buyer's
premium on  auction  purchases  equal to 10% to 15% of the  hammer  price of the
property and sellers a commission ranging from 5% to 25% of the hammer price.

Generally,  we conduct  approximately  two auctions at each of our locations per
month. We auction up to  approximately  1,200 items or lots at each auction.  We
receive revenues from auction fees charged to consignees who consign merchandise
to be sold and from buyer's  premiums  charged to purchasers of the merchandise.
We also receive  revenues from auctioning  merchandise that we purchase and sell
at our auctions.  We achieved  gross  revenues of  approximately  $80,000 from a
typical  auction during 1999. The costs  associated with conducting each auction
averages  approximately  $45,000,  including  approximately $15,000 for expenses
related to catalog printing,  insurance,  transportation,  advertising,  auction
site and storage rental,  security,  temporary  personnel,  shipping,  and other
expenses associated with conducting the auction,  and approximately  $35,000 for
the costs of the goods that we purchase and sell.

Like most auctioneers,  we do not provide any guarantee or warranty with respect
to the  property  offered  for sale at auction  except as noted in our terms and
conditions of sale for  particular  auctions.  We generally  auction each lot as
described in our auction catalogue or on an "as is" basis.

After an  auction,  purchasers  generally  make their own  arrangements  to take
possession  of the  auctioned  property.  We can also  make  available  shipping
services to forward the property to the buyer by mail freight  forwarder,  truck
transport,  or other delivery services for a cost. As agent of the consignor, we
normally collect payment from the buyer for property  purchased and remit to the
consignor,  on the  settlement  date,  the  consignor's  portion of the  buyer's
payment, less consignor cash advances, if any, and commissions payable to us. We
sometimes  release  property  sold at auction  to  qualified  buyers  (primarily
dealers) on credit before we receive  payment.  These qualified buyers generally
have an account or line of credit (within established credit limits) with us and
agree to make payment  within 30 days.  We extend credit only to buyers who have
done business with us in the past and have an established  credit  standing with
us.

Under the  standard  terms  and  conditions  of our  auction  sales,  we are not
obligated to pay the  consignor  of the  property if the purchase  price for the
property  has not been  paid by the  buyer.  In these  instances,  we will  hold
auctioned  property  until we  receive  payment  from the  buyer.  If the  buyer
defaults  on  payment,  we may cancel the sale and  return the  property  to the
owner,  re-offer the property at another  auction,  or contact  other bidders to
negotiate a private sale.

Sales of the Company's Inventory

We sometimes offer potential  consignors the option to sell their property to us
for an amount determined by our expert appraisers.  In an outright purchase,  we
establish a price that we are willing to pay for the property  and, if the price
is acceptable  to the seller or if a price can be negotiated  between us and the
seller,  we typically pay the purchase price in full and take  possession of the
property immediately. We will generally sell this property at auction with other
property or, if the purchase is large, at an auction of the purchased property.

Unlike sales of consigned property at auction, when selling our own inventory we
earn a  profit  or  incur a loss on the  sale of  inventory  to the  extent  the
purchase  price  exceeds  or is less  than  the  purchase  price we paid for the
inventory.  Generally,  we provide for the sale of portions of our  inventory at
public  auctions.  Occasionally,  we may sell  inventory to a customer  directly
without  placing the inventory for sale at auction.  Our goal is to sell all our
inventory as quickly and as  efficiently  as possible in order to achieve a high
level of inventory turnover and maintain maximum liquidity.



                                       7
<PAGE>

We also generate  revenues by purchasing  merchandise  from a variety of sources
and  re-selling  it at  our  auctions.  We  purchase  merchandise  below  normal
wholesale  prices as a result  of  liquidation,  generally  from  bankruptcy  or
overproduction by manufacturers. In some cases, we purchase used equipment, such
as office  equipment from bankrupt  companies,  closing  businesses,  or merging
companies.  We normally  average  over 50% gross  margin on sales,  before fixed
expenses, on the sale of liquidated merchandise.

Consignor Advances

Frequently,  an owner consigning property to us will request a cash advance when
the  property  is  delivered  to us and before its  ultimate  sale at auction or
otherwise.  The cash advance is in the form of a self-liquidating  secured loan,
using the consigned property as collateral.  We are a secured party with respect
to the  collateral,  hold a security  interest in the  collateral,  and maintain
possession of the collateral until it is sold.

The  amount  of cash  that we  advance  generally  does  not  exceed  50% of our
estimated value of the property when sold at auction.

Ableauctions.com - Web Solution

Our web site is designed to integrate the traditional physical  brick-and-mortar
auction with  electronic  commerce by offering  bidders with Internet access the
ability to bid at our larger  auctions.  We believe our system will increase the
size of our auction audiences, lower our overall transaction costs, and increase
interest in our brick-and-mortar auction houses and events. Our Ableauctions.com
web site is designed to make the online  purchase  of auction  merchandise  more
convenient for consumers.

We are designing our web site to target both business and retail customers.  Our
goal is to offer  visitors to our web site an  extensive  range of products  and
merchandise.

We intend to increase income from our operations in existing  markets by holding
larger and more frequently  scheduled auctions.  Our goal is to attract a larger
number of consignors and bidders to our auctions.  We also intend to enhance our
corporate  identity and establish a long-term presence in each geographic market
we enter by establishing offices and physical facilities for our auctions.

We  anticipate  that our web site  will be  attractive  to  business  purchasers
looking for difficult-to-find equipment,  fixtures, office equipment,  furniture
and similar  merchandise.  We believe that offering  previews of our merchandise
over the Internet will save our visitors time and increase the number of serious
bidders participating in our auctions. In addition,  our web site is anticipated
to be  attractive  to  consumers  searching  for  merchandise  such as  jewelry,
consumer electronics, tools, collectibles,  cameras, and musical instruments. We
do  not  intend  to  offer  or  auction  firearms,  adult  materials,  or  other
potentially illegal merchandise on our web site.

We launched our web site for public  viewing in September  1999 and have refined
our technology to broadcast live auctions over the Internet.  We broadcasted our
first live auction in January 2000.  Visitors to our web site are able to bid on
merchandise  offered in our Silent  Auctions  and Charity  Auctions and purchase
merchandise from our Retail Store.

Description of Ableauctions.com Web Offerings

Live Auctions

Our live auction  feature is designed to allow us to broadcast our auctions live
by video over the Internet.  Viewers will be able to conveniently  preview items
in advance from their home or office and bid on merchandise  live as the auction
is being conducted. Our auction previews will allow users to view a picture or a
video  clip (a  360(degree)  view) of each  item and  study  items up to 8 hours
before the start of an auction.  The users will also have the option to submit a
bid on an item before it goes to auction.



                                       8
<PAGE>

Our live auctions  typically  draw an average of 500 people in person.  With the
Internet broadcast of the auctions,  the number of people attending our auctions
in person may only increase marginally,  but we expect a number of virtual users
to participate in the bidding through the Internet.

During  the  live  auctions,  virtual  viewers  are able to see the  auction  in
progress  and follow the lots of  merchandise  as they are being sold.  They are
able to bid  simultaneously  with those  attending  in person and update bids at
their  convenience.  We post bids  received  from the  Internet on large  screen
monitors.  Unlike eBay,  Bid.com,  or other web sites, we offer every item on an
unreserved  basis,  meaning  there  is no  minimum  bid for the  merchandise  we
auction.  Every item we auction is physically present at the time of the auction
and sold to the highest bidder.

Our Ableauctions.com site allows visitors to register, bid, preview merchandise,
place bids on  merchandise,  and  purchase and pay for  merchandise  in a secure
environment.  Our web site software is expected to feature tools that  calculate
taxes, exchanges rates for various currencies,  and shipping costs. We intend to
post  merchandise  packaging  and  shipping  information  on  our  web  site  to
facilitate delivery of merchandise to purchasers.

The Silent Auction

Our silent auction will allow us to conduct  auctions  similar to eBay,  Amazon,
and Bid.com.  We intend to  continuously  run an auction that lists thousands of
featured  items  for  sale,  each  with a  digital  picture  or  video  clip  (a
360(Degree) view of the item) illustrating the product.

We  intend  to  offer  certain  items  from our  inventory  and  inventory  from
bankruptcies,  mergers,  acquisitions,  insolvencies,  and expired leases on our
silent  auction.  We  anticipate  that we will offer  merchandise  on our silent
auction with no minimum bid.

Unlike our competitors,  we intend to offer only merchandise that we own or that
is consigned to us for sale on our silent auction.

The Retail Store

Our web site is  expected  to feature a retail  store  offering a broad range of
products. We intend to offer the merchandise of diamond distributors,  jewelers,
computer and electronics wholesalers, and antique dealers in catalogue format at
a set price with no bidding.  In some  instances,  with antiques and specialized
items,  the user may be  allowed  to make an offer on the  merchandise.  We have
established  alliances  with  numerous  distributors  who  have  agreed  to sell
merchandise  on our web  site.  We  anticipate  our web site  will  feature  the
following retail stores:

     o    Computers and Electronics

     o    Jewelry

     o    Specialty Items

     o    Lingerie

     o    Antiques

     o    Time Shares

Charity Auctions

Our charity  auctions will allow  registered  non-profit  organizations to raise
funds and awareness of their charities  through auctions hosted on our web site.
We intend to charge commissions  ranging from 10% for hosting an auction, to 25%
for fully-organized fundraisers.  Charity auctions may offer merchandise such as
automobiles, vacation packages, and event passes to the highest bidder.



                                       9
<PAGE>

Our Operating Strategy

We believe  that we can develop key  operating  strengths  that will allow us to
compete and achieve profitable growth. Our strategy is to offer the following:

Reputation for Conducting Fair Auctions

We believe our regional  physical  brick-and-mortar  auctions have allowed us to
develop a  reputation  for being  committed  to fair  dealing.  We  believe  our
unreserved   auction   process  and  "no  minimum  bid"  policy  have  been  key
contributors  to our growth and success.  We require each consignor to agree not
to bid on its own  consigned  items,  which deters the practice of  artificially
inflating  the  price of  auctioned  merchandise.  Based on our  experience,  we
believe our policy  results in a larger  number of bidders at our  auctions  and
fair pricing of our auctioned merchandise.

Our goal is to build a reputation as a reputable auctioneer on the Internet.

High Quality Services for Consignors and Bidders

Our  auctions  are  designed to be  conducted  on a  standardized  basis,  which
generally includes inspection services, appraisals, marketing, and auctioning.

We offer comprehensive  services for consignors of merchandise,  which typically
begins with an  equipment  appraisal  that gives the  prospective  consignor  an
estimate of the value of the appraised  equipment.  Our  appraisals are based on
our experience  selling similar  merchandise and we typically  tailor a proposal
for each consignor,  which may include an alternative commission structure based
on a guaranteed  minimum level of gross sale proceeds or an outright purchase of
the  merchandise.  Our  willingness  to take  consignment  of a customer's  full
inventory  (and all  ancillary  assets,  including  inventories,  parts,  tools,
attachments,  and construction  materials),  rather than only the most desirable
items,  is another  service we offer to the consignor.  We also offer repair and
refurbishment  services to consignors  and provide  advice on how to present the
equipment to maximize the consignor's proceeds.

Our  personnel  perform  title  searches on certain  merchandise  and  equipment
consigned for auction, and in some cases we warrant to each buyer free and clear
title to  merchandise  purchased  at our  auctions.  We make  merchandise  being
offered at the auction available for inspection by prospective buyers before the
auction and generally allow bidders to preview merchandise on the day before the
auction. We also offer access to third-party  financing and trucking and freight
forwarding at the auction venue.

Geographic Scope

We desire to market each auction to potential bidders and consignors on a larger
geographical  scope  through the  Internet.  We believe  that access to a larger
audience  of  potential  bidders  will allow  consignors  to receive the highest
possible  price for  their  merchandise.  We  believe  buyers  will save time by
attending  auctions  online  and will  have the  ability  to  locate  and bid on
difficult-to-find merchandise.

Databases and Software

We currently maintain  computerized tracking systems which are used to catalogue
and  describe  all of the  property  delivered  or  consigned to us for auction.
Property is generally  stored in our  warehouse or at the auction venue until it
is sold or put on  public  exhibition  for  inspection,  generally  7 to 21 days
before auction.

Tracking our consigned  property allows us to promptly and  efficiently  produce
catalogues  and marketing  materials for auctions.  Catalogues  are an important
marketing  tool  that  allows  us to  solicit  the  business  of both  potential
consignors and bidders.  In the future, we intend to develop an online catalogue
of   merchandise   available   at  all  our   auctions.   We  believe  that  the
computerization  of our auction  operations will enable us to compete with other
auction houses by placing all of our upcoming  auction  information in the homes
and offices of potential consignors and bidders through the Internet.



                                       10
<PAGE>

We intend to build a database  containing  information on our registered bidders
and their  buying  habits,  which is  expected  to enhance our ability to target
market our auctions.  We intend to track information such as auction attendance,
trade association membership, buying habits, sales tax, and account information.

Sales and Marketing Strategy

Our   marketing   strategy  is  designed  to  introduce   and   strengthen   the
Ableauctions.com brand name.

We intend to market our web site and auction houses to increase customer traffic
to our web site, build customer loyalty,  maximize repeat purchases, and develop
additional  revenue  opportunities.  We  intend  to  promote  each  of our  Live
Auctions, Silent Auctions,  Charity Auctions, and the Retail Store to a customer
base of potential bidders and consignors.

We  intend  to  use  electronic   advertising,   including  banner  advertising,
electronic  mail, and facsimile  transmission of  advertisements  to promote our
auctions.  We will  also  use  traditional  print  media,  including  classified
advertisements  in major  newspapers  and the Yellow Pages.  We believe that our
advertising will increase awareness of the  Ableauctions.com  brand. We may also
develop strategic  alliances with other Internet companies who may provide links
to our web site, auctions, and other merchandise offerings.

We generally promote individual auctions using direct mail brochures,  newspaper
advertisements,  trade magazine advertisements,  and other publications. We also
use personal sales in our marketing auction services to potential  consignors in
the business community.

Our  marketing  efforts  will be directed to  specific  regional  areas where we
conduct auctions.  We also intend to implement an after-sale  marketing program,
which may include  customer  follow-up to reinforce  purchase  decisions  and to
promote  our web site.  Our  databases  will be  designed  to track  information
regarding  potential  bidders,  consignors,   industry  information,   equipment
valuations,  which may  enhance our  ability to  effectively  market our auction
services  and which  may be used for  marketing  certain  types of  auctions  to
bidders in the future.

Business/Strategic Affiliates

We have entered into strategic relationships, through an arrangement with Dexton
Technologies  Corporation (a company  controlled by Abdul Ladha, our President),
with a number of companies and strategic  associates  including  Compaq Computer
Corporation, the Allaire Corporation, Telus Advanced Communications,  Cybercash,
and eBay, as follows:

     o    Compaq installed a custom designed  Distributed  Internet Server Array
          (DISA) on December 14, 1999 for  approximately  $28,000.  In addition,
          Compaq,  through an arrangement  with Dexton  Technologies,  agreed to
          provide us with centralized  international  technical support from one
          regional  site in North  America.  We currently  are in the process of
          negotiating the terms of a definitive  agreement related to additional
          technical support and maintenance services.

     o    Under an arrangement  with Dexton  Technologies,  Allaire  Corporation
          provided  us with  load-balanced  server  software  for  our web  site
          applications   for  the  first  phase  of  our  web  site  launch  for
          approximately   $25,500.    Allaire   discounted   its   products   by
          approximately  35% for the first phase of our web site launch.  We are
          in the process of  discussing  a formal  arrangement  with  Allaire to
          provide ongoing maintenance,  support, and development  services,  and
          intend to enter into a formal  written  agreement  with Allaire in the
          second quarter of 2000.

     o    Pursuant to an Internet  Business  Services  Agreement  between  Telus
          Advanced  Communications  and Dexton  Technologies dated September 14,
          1999,  Telus  provides  us fault  tolerant  high-speed  access  to the
          Internet,  which is designed to minimize  the risk of downtime for our
          web site. We subscribe on a monthly  basis to Telus's  fault  tolerant
          high-speed access to the Internet and receive the same rates available
          to other subscribers. We paid a $3,500 set up fee and pay monthly fees
          of approximately $4,500 per server for these services. We currently do
          not have a written  agreement  with Telus.  We anticipate  that we may
          enter



                                       11
<PAGE>

          into an Internet access  agreement with Telus in the second quarter of
          2000,  although we have not begun negotiations with respect to such an
          agreement.

     o    Cybercash,  a leading  provider of third-party  credit card processing
          services,  has agreed to facilitate our credit card  transactions.  We
          have no formal  arrangement with Cybercash and receive no preferential
          discounts  for their  services.  We  anticipate  that we will approach
          Cybercash to enter into a written  agreement for their services in the
          second quarter of 2000.

     o    eBay, the world's  largest  person-to-person  trading  community,  has
          accepted  our  application  to  simultaneously  list all of our Silent
          Auction  inventories on eBay's web site.  eBay  generally  accepts all
          requests for listing  merchandise  on its web site,  and we receive no
          advantage or preferential  treatment in our listings. We pay eBay a 3%
          fee for all  transactions  facilitated  on eBay,  which is  subject to
          change   at   eBay's   sole   discretion.    Users   logging   on   to
          www.ableauctions.com  and selecting "Silent Auction" will be linked to
          a specific site on eBay's  servers.  Users logging on to  www.ebay.com
          will be able to preview and bid on Ableauctions.com's entire inventory
          and our Charity  Auctions.  We  anticipate  that we will enter into an
          arrangement  with eBay to post the  schedule  of our Live  Auctions on
          their web site. We have no written agreement with eBay for listing our
          products or linking to our site, and we cannot assure you that we will
          enter into or maintain any relationships with eBay.

We cannot  assure you that we will be able to maintain  our  relationships  with
Compaq,  Allaire,  Telus,  Cybercash, or eBay. The arrangements made with Compaq
Computer,  Allaire  Corporation  and  Telus  Advanced  Communications  were made
through Dexton Technologies, a company controlled by our President, Abdul Ladha.
Dexton  Technologies  is an approved  systems and  service  provider  for Compaq
Computer and Allaire  Corporation,  and based on Dexton  Technologies'  existing
relationship  with them,  we believe  that we may have  received our systems and
services on terms that were more favorable  than those we could have  negotiated
independently.  We  cannot  assure  you that we will be able to  maintain  these
relationships  or enter into any formal  agreements  with  Allaire  Corporation,
Telus  Advanced  Communications,  Cybercash,  or eBay  for  future  services  or
products on  acceptable  terms,  if at all.  If we are unable to maintain  these
relationships,  we will be  required  to enter  into  relationships  with  other
service  providers and we may experience delays in completing the development of
our live auction broadcasting  services or disruptions of our web site services.
Delays and/or disruptions may have a material adverse affect on our business and
results of operations.

We are also actively  seeking  listings with other Internet  service  providers,
including  Yahoo!  and Info  Seek,  to direct  traffic  to our web site.  In the
future, we may enter into cooperative  marketing  arrangements designed to build
our Ableauctions.com brand name and to increase awareness of our web site.

Research and Development

We are in the process of  developing  technology  to integrate our live auctions
with our web site. While our technology is primarily being developed internally,
we  have  outsourced  development  with  the  particular  use of  engineers  and
developers including Compaq Computer Corporation, Allaire Corporation, and Telus
Advanced  Communications.  We intend to  standardize  our technology to industry
standards  and to use  off-the-shelf  software,  when  available,  to reduce our
development costs.

Our research and development program consists of developing technologies related
to our web site and the systems  required to broadcast  live  auctions  over the
Internet.  As of December 31, 1999, we had spent $526,787 on expenses related to
research and development, including consulting fees, technical fees, development
of our data  base  management  technologies,  research  and  development  of our
graphic and video  broadcasting  technologies,  systems design and testing,  and
other  technological  aspects of our web site. We anticipate  that we will spend
approximately $750,000 on research and development efforts in 2000.

Our systems are expected to provide our web site with  high-volume  capabilities
that will allow us to transmit and conduct live auctions and other  transactions
over the Internet.



                                       12
<PAGE>

Our Ableauctions.com Technology

The following section outlines the technology components that are anticipated to
be used by us to deliver Web-based auctions:

     DISA Technology

Our  system  will be based  on  distributed  Internet  server  array  or  "DISA"
technology, a fault-tolerant architecture system custom designed by Compaq. DISA
uses  industry-standard  platforms and packaged  application  server software to
increase system flexibility.  Compaq tests have shown that the DISA architecture
allows a web server, such as our ColdFusion  application by Allaire Corporation,
to scale  beyond the  limitations  of a single  server.  DISA enables a group of
servers to perform as a single,  highly-scalable  system, which can be networked
to share the load, compensate for server failures, and increase manageability of
a web site server system.  DISA architecture also allows requests and processing
to be  transferred  from one  machine to  another  in the event any one  machine
becomes overloaded.  If one of our data resource servers fail, we anticipate our
conventional fail-over clustering technology will allow us to minimize downtime.

     Web Application Servers

We have installed  Compaq 1850R servers to handle a large volume of transactions
on our web site and the transaction-intensive  applications we intend to run. We
considered  three  critical  factors  in  selecting  our  system:   performance,
availability, and scalability.

     Performance   refers  to  the  ability  of  an  application  to  sustain  a
     business-defined performance metric, such as response time.

     Availability  refers to the amount of time that an application is available
     to perform work, typically measured in percentage of uptime.

     Scalability refers to the capacity of the application to perform increasing
     amounts of work while maintaining acceptable performance levels.

The Compaq ProLiant 1850R servers we installed have the following features:

     o    A   two-way   symmetric   multiprocessing   (SMP)   configuration   of
          400-megahertz (MHz) Intel Pentium II processors.

     o    512-megabyte, 100 MHz SDRAM.

     o    Integrated dual Ultra Wide SCSI controller.

     o    Two PCI buses in master/slave configuration.

     o    Integrated remote console and other advanced manageability features.

     o    Designed for efficient  racking,  taking only 3 U of space on standard
          racks. Our cluster with 72 nodes and 18 gigabytes (GB) of disk storage
          was built with 22 42 U racks with plenty of room left for  incremental
          growth.

     o    Each node delivers excellent processor-memory bandwidth (450 megabytes
          (MB) per second) on the STREAMS benchmark.



                                       13
<PAGE>

     Web Application Server Software

We have selected the following server software:

Microsoft  Windows  NT Server,  Microsoft  SQL  Server  and  Allaire  ColdFusion
Enterprise Servers.

Our server ColdFusion application runs as a 32-bit multi-threaded system service
or daemon on Windows NT. This architecture enables ColdFusion to scale upward to
support heavy user loads. The  multi-threaded  architecture  allows each user or
page  request to execute as a separate  thread on the  system,  with each thread
handled  by  the  underlying  operating  system  threading   architecture.   The
multi-thread  server architecture lends itself to scaling the application server
across  machines.  Windows NT  supports  a  technology  called  SMP that  allows
applications to execute threads across multiple  processors on a single machine,
which increases the efficiency and processing  capabilities  of the machine.  As
the  number of  processing  units on the  machine  increases,  the  simultaneous
processing power of the ColdFusion server increases.

     Video Technology

We developed  specialized  technology to enable us to transmit our auctions live
on  our  web  sites.   This  technology   incorporates  a  high-image   quality,
no-download,  and no-buffer  streaming  video server for low bandwidth  Internet
transmission.  The broadcast produces real-time,  144 x 176 pixel images at 7 to
15 frames per second over a 56 Kbps connection.  More importantly,  users do not
need to download any software to view the broadcast. The broadcast can be scaled
to a variety of sizes to best suit the intended  audience.  The  technology  and
systems required at each remote auction house include the following components:

     o    2 Video Cameras

     o    4 Digital Cameras

     o    Wireless 900 MHz transmitters

     o    ISDN or ADSL lines

     o    1 Video Server, 6 notebook checkout stations, 3 notebook proxy bidding
          stations

     o    Local network and server

The fixed cost to  implement  each web site is  expected  to cost  $125,000 - to
$150,000.

Regulatory

Our   brick-and-mortar   auction  houses  are  generally  subject  to  extensive
regulation,  supervision,  and licensing under various federal, state, and local
statutes,  ordinances, and regulations. Such laws and regulations may require us
to obtain a license or registration,  or post a surety or bond as a precondition
of doing business  within the  jurisdiction.  In addition,  applicable  laws may
require us to transact business and sell merchandise in accordance with specific
guidelines,  including the means by which we obtain our  merchandise,  advertise
our auctions,  conduct our bidding procedures,  close transactions,  hold client
funds,  and  other  restrictions  that may vary from  state to state.  We cannot
guarantee  that we will not be subject to actions  arising out of  violations by
our  brick-and-mortar  auction houses.  Such action may have a material  adverse
affect on our business and results of operations.

There are currently few laws or regulations that directly apply to access to, or
commerce on, the  Internet.  It is possible  that  governing  bodies may adopt a
number of laws and  regulations  governing  such  issues as user  privacy on the
Internet and the pricing, characteristics,  and quality of products and services
offered over the Internet. It is also possible that government  authorities will
adopt sales or other taxes involving Internet business.



                                       14
<PAGE>

Intellectual Property

We have  developed  the  majority  of our  software  internally.  We have  taken
measures to protect its intellectual property,  ranging from confidentiality and
non-disclosure   agreements  for   contractors  and  employees  to  deploying  a
trans-modular   development   schedule  where  individual  modules  of  software
developed or coded by  employees or  contractors  have no  stand-alone  benefits
whatsoever until they are integrated with at least three independent modules.

"Ableauctions"  and  "Ableauctions.com"  are our trademarks,  which we intend to
register under  Canadian and U.S.  trademark laws in the second quarter of 2000.
We have not  submitted an  application  to register  these  trademarks.  We have
registered  the  Internet  domain  name  "ableauctions.com".  We  intend  to use
copyright,  trademark,  service  mark,  and trade  secret  laws and  contractual
restrictions  to protect our  proprietary  rights in products and  services.  We
cannot  assure you that the  measures we take to protect  intellectual  property
will prevent misappropriation of our technology or deter independent third-party
development of similar technologies.

Employees

As at December 31, 1999, we had 27 employees and 7 consultants.  As at March 31,
2000,  we  had  55  full  time  employees  and 6  consultants.  In  addition  to
management,  we employ auction staff,  sales people,  administrative  staff, and
development  and  technical  personnel.   From  time  to  time,  we  may  employ
independent  consultants or contractors to support our research and development,
marketing,  sales and support, and administrative  organizations.  No collective
bargaining  units  represent our  employees.  We believe our relations  with our
employees are good. We expect to hire  additional  senior  management,  customer
service  management,   database  administrator,   several  software  developers,
customer  service   representatives,   technical  support   representatives  and
sales/marketing  staff.  In total,  we expect the size of our staff will grow to
nearly 150 by the end of fiscal 2000.

History of Our Corporation

We were  incorporated  in the State of Florida on  September  30,  1996 as "J.B.
Financial  Services,  Inc." with an  authorized  share  capital of 6,500  common
shares with a par value of $1.00 per share. We were inactive until August 1998.

On September 2, 1998, we amended our Articles of Incorporation  to: (i) increase
our authorized  capital to 50,000,000 shares of common stock with a par value of
$0.001 per share and (ii) effect a forward  split of our issued and  outstanding
stock on a 200-for-1  basis,  increasing our total issued and outstanding  share
capital from 5,000 to 1,000,000 common shares.

In March and April 1999, we issued 8,600,000 shares to a consulting company, and
an aggregate 850,000 shares to two other persons for services rendered.

Effective  July 19,  1999,  Douglas  McLeod,  a promoter  and  former  director,
contributed  back to  Ableauctions.com  8,000,000  shares  of  common  stock  in
consideration  of $100.  The shares were  returned to our treasury as part of an
agreement  to  restructure  our share  capital  and to allow us to acquire  Able
Auctions (1991) Ltd. As a result of the  contribution,  our total issued capital
was reduced by 8,000,000  shares.  On July 19, 1999,  we amended our Articles of
Incorporation to change our name to "Ableauctions.com, Inc."

On July 20, 1999, we  distributed a dividend of four shares for every share held
by  shareholders  of  record  on July  20,  1999.  After  the  dividend,  we had
12,250,000 shares of common stock outstanding.

The  Company's  shares began trading on the National  Association  of Securities
Dealers'  ("NASD")  Over-the-Counter  Bulletin Board  ("OTCBB") under the symbol
"ABLC" on July 21, 1999.

On August 9, 1999, we: (i) amended our Articles of Incorporation to increase our
authorized share capital to 250,000,000 shares of common stock and (ii) effected
a 5-for-1  forward split of our common  shares,  increasing our total issued and
outstanding share capital from 12,250,000 to 61,250,000 common shares.



                                       15
<PAGE>

On August 24, 1999, we acquired all the issued and outstanding  common shares of
Able  Auctions  (1991)  Ltd.,  a British  Columbia  corporation  engaged  in the
business of auctioning used  equipment,  office  furnishings and equipment,  and
other  merchandise,  from Dexton  Technologies  Corporation,  a British Columbia
corporation. As a result of our acquisition of Able Auctions (1991), we acquired
all of the assets and business  operations of Able Auctions  (1991),  as a going
concern,  in  consideration  of shares of our  common  stock and cash.  See "Our
Acquisition  of Able Auctions  (1991)." On August 24, 1999, we also  completed a
unit private  placement to raise  proceeds of  $3,500,980.  See "Recent Sales of
Unregistered Securities."

On September 2 1999, we: (i) amended our Articles of Incorporation to reduce our
authorized capital to 50,000,000 common shares and (ii) reverse split our issued
and  outstanding  common  shares on a 1-for-4  basis,  reducing  our  issued and
outstanding share capital to 18,250,001 shares.

Effective  September 20, 1999, we hired all of the employees and acquired all of
the business assets of Ross  Auctioneers & Appraisers  Ltd., a British  Columbia
based auction company,  for 60,000 shares of our common stock with a fair market
value of approximately $175,000. See "Our Acquisition of Ross Auctioneers."

Effective  February 29, 2000, we hired the founder,  Harlan Moore,  and acquired
all of the business assets of Falcon Trading,  Inc., a Washington  based auction
company,  for 53,405  shares of our common  stock  with a fair  market  value of
approximately $360,804. See "Our Acquisition of Falcon Trading."

On  February  18,  2000,  we signed a letter of intent to acquire  the assets of
Ehli's  Commercial/Industrial  Auctions,  Inc., a Seattle  based  liquidator  of
automobiles and industrial equipment, for $600,000 cash and 63,163 shares of our
common  stock  with a fair  market  value of  approximately  $500,000.  See "Our
Acquisition of Ehli's  Auctions." We anticipate we will complete our acquisition
of Ehli's Commercial/Industrial Auctions, Inc. in late April 2000.

Effective  March 20, 2000, we acquired the business  assets of Mesler's  Auction
House of  Scottsdale,  LLC,  and real  estate  and a building  from C&C  Capital
Investment, Inc., an affiliate of Mesler's. Mesler's is an Arizona based company
that auctions antiques and other furniture and equipment.  We paid $255,000 cash
and  issued  30,625  shares of our  common  stock  with a fair  market  value of
approximately   $245,000  for  the  Mesler's   assets;   and  $1,200,000   cash,
$1,056,110.53  by assumption of a wrap-around  promissory note and a wrap-around
deed of trust and  assignment of rents,  and issued 155,486 shares of our common
stock with a fair market value of approximately $1,245,000 for the property. See
"Our Acquisition of Mesler's Auction House."

Our current corporate organization structure is as follows:

                             Ableauctions.com, Inc.

                              Organizational Chart

                             Ableauctions.com, Inc.
                             (a Florida corporation)
--------------------------------------------------------------------------------
    Able Auctions (1991) Ltd.                    Ableauctions.com
(a British Columbia corporation)                 (Washington), Inc.
                                             (a Washington corporation)
-------------------------------      -------------------------------------------
Ross Auctioneers                     Mesler's Auction          Falcon Trading
(Operating Division)                 House (Operating       (Operating Division)
                                       Division)

We have  not been  subject  to any  bankruptcy,  receivership  or other  similar
proceeding.



                                       16
<PAGE>

Acquisitions

Our Acquisition of Able Auctions (1991)

On August 24, 1999, we acquired all of the issued and outstanding shares of Able
Auctions (1991) Ltd. pursuant to a share purchase  agreement dated July 9, 1999,
as amended, among us, Able Auctions (1991), and Dexton Technologies Corporation,
a British Columbia corporation and the sole shareholder of Able Auctions (1991).
Able Auctions (1991) and Dexton Technologies were dealing at arm's length to us.
Under the terms of the share purchase agreement:

     (a)  We completed a private  placement  of 1,094,057  units at the price of
          $3.20 per unit for proceeds of $3,500,980.  Each unit consisted of one
          share of  common  stock and  one-half  of one  non-transferable  share
          purchase warrant.  Each whole share purchase warrant is exercisable to
          acquire one  additional  share of our common stock at a price of $3.20
          until August 24, 2000, and thereafter at a price of $4.00 until August
          24, 2001. See "Recent Sales of Unregistered Securities."

     (b)  We issued  1,843,444 shares of our common stock and paid $1,050,000 to
          Dexton for all of the issued and outstanding shares of common stock of
          Able Auctions  (1991) and to pay debt owed by Able Auctions  (1991) to
          Dexton, including $385,000 in liabilities owed by Able Auctions (1991)
          for  advances and  accounts  payable  related to products and services
          provided to Able Auctions, $56,000 in other expenses paid by Dexton on
          behalf of Able Auctions (1991), including $5,600 in legal fees related
          to trademark services, $3,500 paid to Allaire Corporation for web site
          development,  $1,400  for  insurance  expenses,  $12,000  for web site
          development  work performed by Dexton and $32,200 for computer  server
          equipment, and other expenses of $8,995.

     (c)  We appointed  Abdul Ladha as our  President  and a director and Jeremy
          Dodd, the Vice President of Operations of Able Auctions (1991), as our
          Secretary and Treasurer.

     (d)  We commenced the development and testing of technology,  software, and
          systems to launch our Ableauctions.com web site.

     (e)  We filed a Form 10-SB registration  statement with the SEC to register
          our  common  stock  under  the  Securities  Exchange  Act of 1934,  as
          amended. We became a reporting issuer effective January 12, 2000.

Our Acquisition of Ross Auctioneers

On October  18,  1999,  Able  Auctions  (1991)  hired all of the  employees  and
purchased the assets of Ross  Auctioneers & Appraisers  Ltd. as a going concern,
pursuant to an asset  purchase  agreement  dated  September  20, 1999 among Ross
Auctioneers,  Able Auctions  (1991),  and us. The terms of the acquisition  were
negotiated at arm's length.  Ross Auctioneers was engaged in the business of the
auction of tools, vehicles, industrial equipment,  government surplus equipment,
and police seized goods in the Lower Mainland of British Columbia.  The purchase
price  for the  assets  of Ross  Auctioneers  was  $168,000  (Cdn$250,000)  plus
applicable taxes,  which was paid by the issuance of 60,000 shares of our common
stock at the deemed price of $2.80  (Cdn$4.16)  per share.  See "Recent Sales of
Unregistered Securities."

In addition,  Able Auctions  (1991),  under a separate asset purchase  agreement
dated as of September  20, 1999 with John  Carrier dba LJM  Computer  Resources,
purchased  the web site  located at  www.bcbids.com,  including  all  associated
intellectual  property  rights and software  technology,  for the cash  purchase
price of $26,500  (Cdn$38,000)  plus applicable taxes. Able Auctions (1991) also
purchased the domain name "bcbids.com" from Ronald H. Smallwood for the purchase
price of $140 (Cdn$200) plus applicable taxes.

Our Acquisition of Falcon Trading

On February 29, 2000,  Ableauctions.com  (Washington) hired the founder,  Harlan
Moore,  and purchased  the assets of Falcon  Trading,  Inc. as a going  concern,
pursuant to an agreement and plan of reorganization dated February 1, 2000 among
Falcon  Trading,  Ableauctions.com  (Washington),  and us. Falcon  Trading was a
computer and



                                       17
<PAGE>

electronics liquidator operating in Redmond,  Washington. The purchase price for
the assets of Falcon  Trading was  $360,805,  which was paid by the  issuance of
53,405 shares of our common stock at the deemed price of $6.756 per share.

See "Recent Sales of Unregistered Securities."

Our Acquisition of Mesler's Auction House

On March  20,  2000,  Ableauctions.com  (Washington)  purchased  the  assets  of
Mesler's  Auction House of Scottsdale,  LLC as a going  concern,  pursuant to an
asset purchase  agreement dated March 20, 2000 among Mesler's,  Ableauctions.com
(Washington), and us. Mesler's was an auctioneer of antiques and other furniture
and  equipment  operating in  Scottsdale,  Arizona.  The purchase  price for the
Mesler's assets was $500,000, of which $255,000 was paid in cash and the balance
of $245,000 was paid by the issuance of 30,625 shares of our common stock at the
deemed price of $8.00 per share. See "Recent Sales of Unregistered Securities."

Also on March 20, 2000, Ableauctions.com (Washington) purchased from C&C Capital
Investment,  Inc., an affiliate of Mesler's, a real estate property and a 50,000
square foot building,  pursuant to a purchase and sale agreement dated March 20,
2000  among  C&C  and  Ableauctions.com  (Washington).  The  purchase  price  of
$3,500,000  for the real estate and  building  was paid as to  $1,200,000  cash,
$1,056,110.53  by assumption of a wrap-around  promissory note and a wrap-around
deed of trust and  assignment  of rents  for the  benefit  of  Lewis,  Hollander
Scottsdale,  a California limited partnership,  and the balance of approximately
$1,245,000  by the issuance of 155,486  shares of our common stock at the deemed
price of $8.00 per share. See "Recent Sales of Unregistered Securities."

Our Proposed Acquisition of Ehli's Auctions

Ableauctions.com (Washington) has agreed to purchase, subject to certain closing
conditions, the assets of Ehli's Commercial/Industrial Auctions, Inc. as a going
concern,  pursuant to a binding letter of intent dated February 18, 2000 between
Ehli's  Auctions  and us.  Ehli's  Auctions  is a Seattle  based  liquidator  of
automobiles  and  industrial  equipment.  The  purchase  price for the assets of
Ehli's  Auctions will be $1,100,000,  $600,000 of which will be paid in cash and
the balance of $500,000 by the issuance of 63,163  shares of our common stock at
the deemed price of $7.916 per share.

Material Agreements Related to Our Business

In  addition  to the  agreements  described  above  and  in  "Business/Strategic
Affiliates", the following material agreements relate to our business:

     Dexton Technologies Corporation - Management Agreement:  Under a consulting
     agreement  dated August 24,  1999,  Able  Auctions  (1991)  engaged  Dexton
     Technologies to provide consulting services for one year in connection with
     the  development  of Able  Auctions'  business  and Internet  strategy.  In
     consideration of Dexton's  services,  Able Auctions paid to Dexton a fee of
     $240,000.  Abdul Ladha, a director,  President, and Chief Executive Officer
     of  Ableauctions.com,  and Barrett Sleeman, a director of Ableauctions.com,
     are also  directors and officers of Dexton  Technologies  Corporation.  Mr.
     Ladha  is  also  the  controlling   shareholder  of  Dexton.  See  "Certain
     Relationships and Related  Transactions - Consulting  Agreement with Dexton
     Technologies Corporation."

     European  Investor Services Ltd. - European Media Relations  Agreement:  In
     October 1999, we engaged European Investor Services Ltd. ("EIS") to provide
     investor  relations and financial  media relations  services  (primarily in
     Europe)  for a  six-month  term in  consideration  of $5,000 per month plus
     reimbursement of certain out-of-pocket  expenses. We also agreed to pay EIS
     the  daily  fee of  $4,000  for each  European  presentation  to  qualified
     investors  conducted on our behalf.  The initial term of the agreement with
     EIS has been  extended for a further  six-month  term from April 1, 2000 to
     September 30, 2000.

     Compass   Investment   Management  Limited  -  Corporate  Finance  Advisory
     Agreement:  In March 2000, we engaged Compass Investment Management Limited
     ("Compass"),  an associate  company of EIS, as corporate finance adviser to
     our Board of Directors in respect of arranging  and  coordinating  proposed
     financings and other finance and investor relations services.  We agreed to
     pay to Compass a  commission  of 7.5% on the first  US$10  million,  and 4%
     thereafter in respect of all funds raised by us from investors



                                       18
<PAGE>

     introduced to us directly by Compass.  We also agreed to pay to Compass/EIS
     a  commission  according  to the above  scale in respect of any  subsequent
     funding  raised by us,  during the two year  period  following  the date of
     termination of the agreement,  from investors  introduced to us directly by
     Compass/EIS during the term of the agreement. This fee does not apply where
     the  introduction  is to an  investment  bank  or  broker  with a  view  to
     completing a public offering of our securities.

     KCSA Public Relations Worldwide - Public and Investor Relations  Agreement:
     In February 2000, we engaged KCSA Public Relations Worldwide of New York to
     provide us with public and investor  relations  and corporate and marketing
     communications services for an initial term of six months. We agreed to pay
     to KCSA the  monthly fee of  $16,000,  which  provides us with 100 hours of
     KCSA's  professional  services.  Any  additional  time spent by KCSA on our
     behalf  will be  billed  at the  hourly  rate of $165.  We also  agreed  to
     reimburse KCSA for out-of-pocket  expenses plus an agency charge of 20% for
     certain expenses,  with any individual  expenditure over $500 requiring our
     approval.  KCSA  has  also  agreed  to use  its  best  efforts  to  arrange
     financings with institutional and/or individual investors.  If KCSA is able
     to arrange a financing, we have agreed to pay to KCSA a commission of 5% on
     the first $1 million raised,  4% on the second $1 million raised, 3% on the
     third $1 million raised, 2% on the fourth $1 million raised,  and 1% on the
     fifth $1 million raised and on any additional funds raised thereafter.  The
     financing  arrangement may be terminated on 30 days notice,  and the entire
     agreement may be terminated on 60 days written notice.

Risk Factors

We are in the process of  developing a web site  designed to broadcast  over the
Internet auctions conducted at our brick-and-mortar  auction houses and to allow
visitors  to our web  site to place  bids at these  auctions.  Our  business  is
subject to a number of risks as outlined  below. An investment in our securities
is  speculative  in nature and  involves a high degree of risk.  You should read
this registration statement carefully and consider the following risk factors.

Our  ability to meet our  business  projections  through  December  31, 2000 may
depend on our ability to raise additional operating capital in the amount of $10
million or more during 2000

We anticipate that we may need to seek  additional  capital in the amount of $10
million  or more in the  first  half of 2000 to  fully  fund our  operating  and
capital budget  requirements  through the second half of 2000. See "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations."  We
cannot  assure  you that any  additional  financing  would be  available  or, if
available,  that it would be  available  on terms  acceptable  to us.  See "Note
Regarding Forward Looking Statements."  Furthermore,  any issuance of additional
securities may result in dilution to the then existing shareholders. If adequate
funds are not available,  we will lack sufficient capital to pursue our business
plan fully, which will have a material adverse effect on our ability to meet our
business projections.

We have a limited operating history and a history of losses

Before our acquisition of Able Auctions (1991) Ltd., we had no material business
or results of operation.  We incurred a net loss of  $1,379,492  during 1999. We
anticipate  that we will continue to incur losses at least through  fiscal 2000.
We do not  believe  that we will  generate  sufficient  revenues  to support our
planned  activities  in fiscal 2000  because of our  projected  development  and
marketing  costs and  costs  related  to our  expansion  strategy.  See "Plan of
Operation"  and "Summary of Operating  Budget." In the  foreseeable  future,  we
believe that these  expenses will increase our net losses,  and we cannot assure
you that we will ever be profitable.

As of  December  31,  1999,  we had  current  assets  of  $827,829  and  current
liabilities of $338,622.  Our working capital  position at December 31, 1999 was
$489,207.  We anticipate  raising additional capital through sales of our equity
and/or  debt;  however,  we  cannot  assure  you that we will be able to  obtain
adequate  financing  to  support  our  planned  activities.   See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources."

Because we have  recently  begun  operations,  it is  difficult  to evaluate our
business and our prospects. Our revenue and income potential is unproven and our
business model is still emerging. We cannot assure you that we will



                                       19
<PAGE>

attract  consignors  or  bidders  to use our web  site or  generate  significant
revenues  in the  future.  We cannot  guarantee  that we will ever  establish  a
sizeable market share or achieve commercial success.

Our  success  depends on the  services of our key  officers,  Abdul  Ladha,  our
President and Chief Executive Officer,  N.H. (Nosh) Vellani, our Chief Financial
Officer,  and Jeremy Dodd, the  Vice-President  of Operations of our subsidiary,
and our ability to attract and maintain qualified, experienced personnel

Our future success will depend on Abdul Ladha, our President and Chief Executive
Officer,  N.H. (Nosh) Vellani, our Chief Financial Officer, and Jeremy Dodd, the
Vice-President  of  Operations  of Able  Auctions  (1991) and our  Secretary and
Treasurer. Abdul Ladha is also President of Dexton Technologies Corporation, and
we anticipate  that he will spend 75% of his business time managing our company.
We also rely heavily on Mr. Dodd to manage our auction  operations and we intend
to hire  additional  personnel or  consultants  to assist us in  developing  and
implementing  our  technology  and business  plan. Mr. Vellani will dedicate his
time to our  business  on a full  time  basis,  and we  intend to rely on him to
assist us in developing our financial and business  strategies.  We also rely on
consultants and advisors who are not employees,  including KCSA Public Relations
Worldwide, our investor relations advisor.

The loss of key personnel could have an adverse effect on our operations.  We do
not maintain  insurance to cover losses that may result from the death of any of
our key  personnel.  Competition  for  qualified  employees  is intense,  and an
inability to attract, retain, and motivate additional,  highly skilled personnel
required for expansion of  operations  and  development  of  technologies  could
adversely affect our business,  financial condition,  and results of operations.
Our ability to retain  existing  personnel and attract new personnel may also be
adversely affected by our financial situation. We cannot assure you that we will
be able to retain  our  existing  personnel  or  attract  additional,  qualified
persons when required and on acceptable terms.

We may be  required to sell  additional  common  stock or parties  may  exercise
options and warrants that would cause dilution of your shares

The number of shares of our outstanding common stock held by affiliates is large
relative to the trading volume of the common stock.  Any substantial sale of our
common stock or even the possibility of such sales occurring may have an adverse
effect on the market price of the common stock.

As of March 31, 2000, we had outstanding  warrants to purchase 547,029 shares of
our  common  stock at the price of $3.20 per share  until  August  24,  2000 and
thereafter at the price of $4.00 per share until August 24, 2001,  and 1,000,000
shares of our common  stock at the price of $5.00 per share until  February  25,
2001 and thereafter at the price of $6.00 per share until February 25, 2002.

We have  reserved  up to an  additional  3,000,000  shares of  common  stock for
issuance  upon  exercise of options  under our  incentive  stock option plan. On
October  14,  1999,  we granted  options to acquire up to 812,500  shares of our
common stock at the price of $3.20 per share to directors,  officers, employees,
and  consultants,  of which  762,500  options  were granted  under the plan.  On
January  18,  2000,  we granted  options to acquire up to 102,500  shares of our
common stock at the price of $5.00 per share to officers and  employees,  all of
which  options were granted  under the plan.  Finally,  on February 29, 2000, we
granted  options to one officer to acquire  75,000 shares of our common stock at
the price of $6.756 per  share,  and  30,000  shares of our common  stock at the
price of $8.00 per share.

Holders of  warrants  and  options  are  likely to  exercise  them when,  in all
likelihood,  we could obtain  additional  capital on terms more  favorable  than
those  provided by the options and  warrants.  Further,  while our  warrants and
options are outstanding, our ability to obtain additional financing on favorable
terms may be adversely affected.

Our executive officers and directors  beneficially own or control a large number
of shares of our common stock and may influence all matters  submitted to a vote
of our shareholders

Our  executive  officers  and  directors  (and  their  affiliates),  as a  group
beneficially  own 8,764,994  shares on a fully  diluted  basis or  approximately
43.02% of our common stock, and together have the ability to influence matters



                                       20
<PAGE>

submitted to our stockholders for approval.  See "Security  Ownership of Certain
Beneficial Owners and Management."

Accordingly,  such  concentration  of ownership may have the effect of delaying,
deferring,  or  preventing a change in control of our company;  impede a merger,
consolidation, takeover, or other business combination involving our company; or
discourage  a  potential  acquirer  from  making  a tender  offer  or  otherwise
attempting to obtain control of our company, which in turn could have an adverse
effect on the market price of our company's common stock.

Investors may not be able to secure  foreign  enforcement  of civil  liabilities
against our management

All of our directors and officers (except for Harlan Moore,  our  Vice-President
of Operations for Washington  State) are residents of Canada.  Consequently,  it
may be difficult for United States investors to effect service of process within
the United  States on those  directors or officers,  or to realize in the United
States on judgments of United  States  courts  predicated  on civil  liabilities
under the United States Securities  Exchange Act of 1934, as amended. A judgment
of a U.S. court predicated  solely on such civil  liabilities  would probably be
enforceable  in  Canada  by a  Canadian  court  if the U.S.  court in which  the
judgment was obtained had jurisdiction,  as determined by the Canadian court, in
the matter.  There is  substantial  doubt  whether an original  action  could be
brought successfully in Canada against any of those persons or Ableauctions.com,
Inc. predicated solely on such civil liabilities.

The e-commerce industry is highly competitive,  and we cannot assure you that we
will be able to compete effectively

The market for broadcasting auctions over the Internet is new, rapidly evolving,
and intensely competitive. The market for live video-fed auctions is even newer,
and we expect  competition  to  intensify  further  in the  future.  Our  direct
competitors will include Livebid.com,  owned by Amazon.com,  and other web sites
that broadcast  live auctions.  We will also compete with various online auction
services,  including eBay; Onsale Exchange,  a division of Onsale, Inc.; Auction
Universe,  a  Times-Mirror  company;  Excite,  Inc.; and a number of other small
services,  including  those that serve specialty  markets.  We will also compete
with business-to-consumer online auction services such as Onsale, First Auction,
Zauction, and Surplus Auction.

We face  potential  competition  from a number of large online  communities  and
services that have expertise in developing  online  commerce and in facilitating
online  person-to-person  interaction.  Certain of these potential  competitors,
including Amazon.com,  America Online, Inc., Microsoft  Corporation,  and Yahoo!
Inc., currently offer a variety of  business-to-consumer  trading and classified
advertisement  services  and  certain  of these  companies  may  introduce  live
auctions  to their  large  user  populations.  We  believe  that  the  principal
competitive  factors in the online  auctions  market are volume and selection of
goods,  population  of buyers,  customer  service,  reliability  of delivery and
payment by users,  brand  recognition,  web site convenience and  accessibility,
price, quality of search tools, and system reliability.  Many of our current and
potential  competitors have longer operating  histories,  larger customer bases,
greater brand  recognition,  and  significantly  greater  financial,  marketing,
technical, and other resources than us.

Certain of our  competitors  with other  revenue  sources  may be able to devote
greater resources to marketing and promotional campaigns,  adopt more aggressive
pricing  policies,  and  devote  substantially  more  resources  to web site and
systems  development than us or may try to attract traffic by offering  services
for free.  We cannot  assure  you that we will be able to  compete  successfully
against  current and future  competitors.  Further,  as a strategic  response to
changes in the competitive environment,  we may, from time to time, make certain
pricing,  service,  or marketing  decisions  that could have a material  adverse
effect on our business, results of operations, and financial condition.

If we are unable to successfully  develop a network of brick-and-mortar  auction
houses, we are unlikely to become profitable

Our  business  strategy  is  to  grow  through   acquisitions  of  or  strategic
affiliations with auction companies in a number of North American markets.



                                       21
<PAGE>

Although we believe that we have an adequate  infrastructure  to  implement  our
growth  strategy,  there  can  be no  assurance  that  our  current  management,
personnel,  and  corporate  infrastructure  will be  adequate  to manage  future
growth,  if any.  In  addition,  to the extent the  success of our  strategy  is
contingent  on  making  further  acquisitions  of  or  entering  into  strategic
affiliations with auction  companies,  we cannot assure you that we will be able
to identify and enter into  agreements with auction houses on terms favorable to
us. We also cannot guarantee that we will be able to integrate such acquisitions
or affiliations successfully into our company without substantial costs, delays,
or other operational or financial problems. Further,  acquisitions and expansion
into new markets involve a number of special risks,  including  possible adverse
effects on our operating results,  diversion of management's attention,  failure
to retain key acquired personnel,  risks associated with unanticipated events or
liabilities,  and  amortization of acquired  intangible  assets,  some or all of
which could have a material adverse effect on our business,  financial condition
and results of operations. In addition, competition in the acquisition market is
intense, and prices paid for auction houses have increased in recent years.

To the  extent  we are  required  to write  down  goodwill  associated  with our
acquisitions  due to a decline in the value of such  acquired  businesses,  such
write-down could have a material adverse effect on our operating results.

We may finance  future  acquisitions  and  expansions  through the incurrence of
additional  bank  indebtedness,  the  utilization of cash from  operations,  the
issuance of common stock or other securities, or any combination thereof. If our
common  stock  does  not  maintain  a  sufficient  market  value,  or  potential
acquisition  candidates  are  otherwise  unwilling to accept our common stock or
other securities as part of the  consideration for the sale of their businesses,
we may be required to use more of our cash resources or incur  substantial  debt
in order to  finance  future  acquisitions.  If we do not have  sufficient  cash
resources,  our ability to make acquisitions could be limited unless we are able
to obtain additional capital through debt or equity financings.  There can be no
assurance  that we will be able to  obtain  the  financing  we will  need in the
future on terms we deem acceptable, if at all.

If we are unable to achieve a  significant  number of visitors and  successfully
facilitate  transactions,  we may be unable to generate  sufficient  revenues to
earn a profit

The  success of our  Ableauctions.com  web site may be  dependent  on  achieving
significant  market acceptance of our web site by consumers.  We anticipate that
this point will be reached when 10,000 visitors visit our web site regularly and
facilitate 1,000 or more transactions per day. Our Ableauctions.com web site has
not  been  tested  and we  anticipate  that we will  have  very  limited  market
acceptance  until our brand name is established.  Internet  e-commerce is in the
early stage of  development,  and our  business  concept of offering an Internet
solution for holding auctions has not been tested.

Our  competitors  and  potential   competitors  may  offer  more  cost-effective
merchandising solutions than us, which could damage our business and our ability
to  successfully   launch  our  web  site.  Our  failure  to  attract  visitors,
successfully complete  transactions,  and develop an adequate auction house base
will seriously harm our business and our ability to earn a profit.

Due to the emerging nature of Internet  commerce,  we are unable to forecast our
expenses and revenues  accurately,  and if our expenses exceed our revenues,  we
may never become profitable

As a result of the emerging  nature of the  Internet,  including  Internet-based
advertising,  services,  and electronic commerce,  we are unable to forecast our
expenses  and  revenues  accurately.  We  believe  that  due  primarily  to  the
relatively  brief time the  Internet has been  available to the general  public,
there are several  uncertainties related to the successful operation of any form
of Internet-based  business. Our current and future estimated expense levels are
based largely on our estimates of future revenues and may increase considerably.
Few, if any, of our operating expenses can be quickly or easily reduced, such as
the laying off of personnel or reducing our  commitment to our  consultants  and
service providers, in a manner that would not cause a material adverse effect to
our business, financial condition, and operating results. In addition, we may be
unable to adjust  spending in a timely manner to compensate  for any  unexpected
expenditures,  and a shortfall  in actual  revenues  as  compared  to  estimated
revenues  would  have an  immediate  material  adverse  effect on our  business,
financial condition, and operating results.



                                       22
<PAGE>

We have capacity  constraints and system development risks that could damage our
customer relations or inhibit our possible growth, and we may need to expand our
management systems and controls quickly

Our success and our ability to provide high  quality  customer  service  largely
depends  on the  efficient  and  uninterrupted  operation  of our  computer  and
communications  systems and the  computers  and  communication  systems of third
party vendors in order to accommodate  any  significant  numbers or increases in
the numbers of consumers and  businesses  using our  services.  Our success also
depends   on   us   and   our    vendors'    abilities    to   rapidly    expand
transaction-processing  systems and network  infrastructure  without any systems
interruptions  in order to accommodate any  significant  increases in use of our
service.

We  intend  to rely on  Compaq  to  provide  us with  DISA  technology;  Allaire
Corporation to assist us with our software application development and to assist
us with server  maintenance  and software  upgrades;  Cybercash to provide third
party credit card processing  services;  and any other third parties we may hire
in the  future  to  assist  us in  expanding  our  technological  capacity,  our
transaction-processing systems, and network infrastructure as we grow. We cannot
assure you that the vendors we have  selected and will select in the future will
be capable of accommodating any significant number or increases in the number of
consumer  and auction  houses  using our  services.  Such  failures  will have a
material  adverse  affect on our  business  and  results of  operations.  We may
experience periodic systems interruptions and down time caused by traffic to our
web site and technical  difficulties,  which may cause customer  dissatisfaction
and may adversely  affect our results of operations.  Limitations of our and our
vendors'  technology  infrastructure may prevent us from maximizing our business
opportunities.

Changing technology may render our equipment, software, and programming obsolete
or irrelevant

The market for  Internet-based  products and services is  characterized by rapid
technological  developments,  frequent new product  introductions,  and evolving
industry  standards.  The emerging  character of these products and services and
their rapid evolution will require that we continually  improve the performance,
features,   and  reliability  of  our  Internet-based   products  and  services,
particularly in response to competitive  offerings.  We cannot guarantee that we
will be successful in responding quickly, cost effectively,  and sufficiently to
these  developments.  In  addition,  the  widespread  adoption  of new  Internet
technologies or standards could require substantial expenditures by us to modify
or adapt our  Internet  sites and services  and could  fundamentally  affect the
character,  viability,  and frequency of Internet-based  advertising,  either of
which could have a material adverse effect on our business, financial condition,
and operating results. In addition,  new Internet-based  products,  services, or
enhancements  offered by us may contain design flaws or other defects that could
require costly modifications or result in a loss of consumer confidence,  either
of which  could  have a  material  adverse  effect  on our  business,  financial
condition, and operating results.

We depend on third parties for  uninterrupted  Internet access and may be harmed
by the loss of any such service

We rely on Telus Advanced  Communications,  an Internet service provider located
in the Lower Mainland of British Columbia, for uninterrupted Internet access. We
have not entered into a definitive agreement for such services.  Our business is
dependent on  uninterrupted  Internet  access and the loss of such  services may
have a  material  adverse  effect  on our  business,  financial  condition,  and
operating  results.  We cannot  assure you that we would be able to obtain  such
services  from  other  third  parties  in the  event  of the loss of any of such
services.

If we cannot  protect  our  Internet  domain  name,  our  ability to conduct our
operations may be impeded

We  anticipate  that the  Internet  domain  name  "ableauctions.com"  will be an
extremely  important part of our business and the business of our  subsidiaries.
Governmental agencies and their designees generally regulate the acquisition and
maintenance of domain names. The regulation of domain names in the United States
and in foreign countries may be subject to change in the near future.  Governing
bodies may establish  additional  top-level  domains,  appoint additional domain
name  registrars,  or modify the  requirements  for holding  domain names.  As a
result,  we may be unable to acquire or maintain  relevant  domain  names in all
countries in which we conduct business.  Furthermore,  the relationship  between
regulations  governing  domain names and laws protecting  trademarks and similar
proprietary  rights is  unclear.  Therefore,  we may be unable to prevent  third
parties  from  acquiring  domain  names that are  similar  to,  infringe  on, or
otherwise  decrease the value of our  trademarks and other  proprietary  rights.
Third



                                       23
<PAGE>

parties have acquired domain names that include "auctions" or variations thereof
both in the United States and elsewhere.

Our business may be subject to  government  regulation  and legal  uncertainties
that may increase  the costs of  operating  our web site or limit our ability to
generate revenues

We are subject to the same  federal,  state,  and local laws as other  companies
conducting  business  on the  Internet.  Today  there  are  relatively  few laws
specifically  directed towards online services.  However,  due to the increasing
popularity and use of the Internet and online services, it is possible that laws
and regulations will be adopted with respect to the Internet or online services.
These laws and  regulations  could cover issues such as online  contracts,  user
privacy, freedom of expression,  pricing, fraud, content and quality of products
and  services,   taxation,   advertising,   intellectual  property  rights,  and
information  security.  Applicability to the Internet of existing laws governing
issues such as property  ownership,  copyrights and other intellectual  property
issues,  taxation,  libel,  obscenity,  and personal  privacy is  uncertain.  In
addition,  numerous  states  have  regulations  regarding  the  manner  in which
auctions may be conducted and the liability of  auctioneers  in conducting  such
auctions.

Due to the global nature of the Internet, it is possible that the governments of
other states and foreign  countries might attempt to regulate our  transmissions
or prosecute us for violations of their laws. We might  unintentionally  violate
such laws. Such laws may be modified, or new laws may be enacted, in the future.
Any such development could damage our business.

Our  business  may be  subject  to  sales  and  other  taxes,  which  may  cause
administrative difficulties and increase our cost of operations

We will collect  applicable  sales and other  similar taxes on goods sold on our
web site. One or more states may seek to impose  additional sales tax collection
obligations  on  companies  such as ours  that  engage in or  facilitate  online
commerce.  Several  proposals  have been made at the state and local  level that
would  impose  additional  taxes on the sale of goods and  services  through the
Internet.  These proposals, if adopted, could substantially impair the growth of
electronic  commerce and could  diminish  our  opportunity  to derive  financial
benefit  from our  activities.  The U.S.  federal  government  recently  enacted
legislation  prohibiting  states or other local  authorities  from  imposing new
taxes on Internet  commerce for a period of three years ending October 21, 2001.
This tax  moratorium  will last only for a limited  period and does not prohibit
states or the Internal Revenue Service from collecting  taxes on our income,  if
any,  or from  collecting  taxes  that  are due  under  existing  tax  rules.  A
successful assertion by one or more states or any foreign country that we should
collect sales or other taxes on the exchange of  merchandise on our system could
harm our business and adversely affect our results of operations.

Seasonality  and potential  fluctuations  in results of operating may cause cash
shortfalls materially affecting our results of operations

As a result of our  limited  operating  history and the  emerging  nature of the
markets in which we compete,  it is difficult for us to forecast our revenues or
earnings accurately.  In addition,  we have no backlog and a significant portion
of our net revenues for a particular  quarter are derived from auctions that are
listed and completed during that quarter.  Our current and future expense levels
are based largely on our investment  plans and estimates of future  revenues and
are, to a large extent, fixed.

We may be unable to adjust  spending in a timely  manner to  compensate  for any
unexpected revenue shortfall. Accordingly, any significant shortfall in revenues
relative to our planned  expenditures  would have an immediate adverse effect on
our business,  results of  operations  and financial  condition.  Further,  as a
strategic response to changes in the competitive  environment,  we may from time
to time make certain pricing,  service or marketing  decisions that could have a
material  adverse effect on our business,  results of operations,  and financial
condition.

Based on management's  experience in the auction industry,  our discussions with
other companies, and public disclosures by our competitors,  we believe that our
results of operations will be somewhat  seasonal in nature,  with fewer auctions
listed around the Thanksgiving and Christmas holidays in the fourth quarter than
at other times of the year.



                                       24
<PAGE>

Our limited operating history,  however,  makes it difficult to fully assess the
impact of these  seasonal  factors or whether or not our business is susceptible
to cyclical  fluctuations  in the U.S. and Canadian  economies.  There can be no
assurance that seasonal or cyclical variations in our operations will not become
more  pronounced  over time or that they will not  materially  adversely  affect
results of operations in the future. Moreover, consumer "fads" and other changes
in consumer trends may cause  significant  fluctuations in our operating results
from one quarter to the next.

Due to the foregoing  factors,  our quarterly revenues and operating results are
difficult  to  forecast.  We believe that  period-to-period  comparisons  of our
operating  results  may not be  meaningful  and  should  not be  relied on as an
indication of future performance.  In addition, it is likely that in one or more
future  quarters  our  operating  results  will fall below the  expectations  of
securities  analysts  and  investors.  In that event,  the trading  price of our
common stock would almost certainly be materially adversely affected.

Broker-dealers  may be  discouraged  from effecting  transactions  in our shares
because  they are  considered  penny  stocks and are  subject to the penny stock
rules

Rules 15g-1 through 15g-9  promulgated  under the Securities and Exchange Act of
1934, as amended,  impose sales  practice and  disclosure  requirements  on NASD
brokers-dealers  who make a market in "a penny  stock." A penny stock  generally
includes any  non-NASDAQ  equity  security  that has a market price of less than
$5.00 per share. Our shares are quoted on the National Association of Securities
Dealer's  Over-the-Counter  Bulletin  Board (OTCBB) and the high and low closing
price of our shares during 1999 ranged from $5.00 (high) to $1.00 (low), and the
price of our shares on December  31, 1999 was $5.00.  If the price of our shares
fall below $5.00,  our shares would be considered a penny stock.  The additional
sales  practice  and  disclosure  requirements  imposed on  brokers-dealers  may
discourage broker-dealers from effecting transactions in our shares, which could
severely  limit the  market  liquidity  of the shares and impede the sale of our
shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other than an established customer or an "accredited  investor"  (generally,  an
individual with net worth in excess of $1,000,000 or an annual income  exceeding
$200,000,  or  $300,000  together  with his or her  spouse)  must make a special
suitability  determination  for the purchaser  and must receive the  purchaser's
written consent to the transaction  before the sale, unless the broker-dealer or
the transaction is otherwise  exempt.  In addition,  the penny stock regulations
require the broker-dealer to deliver,  before any transaction  involving a penny
stock,  a  disclosure  schedule  prepared by the SEC relating to the penny stock
market,  unless the  broker-dealer  or the  transaction is otherwise  exempt.  A
broker-dealer  is  also  required  to  disclose   commissions   payable  to  the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  a  broker-dealer  is required to send monthly  statements
disclosing  recent price  information  with respect to the penny stock held in a
customer's  account and information  with respect to the limited market in penny
stocks.

Item 2.  Description of Property

We currently lease,  through our subsidiary Able Auctions (1991),  our principal
business  office  comprising  15,000  square  feet  at  1963  Lougheed  Highway,
Coquitlam,  British  Columbia,  Canada,  pursuant  to a lease  that  expires  on
December 1, 2001. The monthly  payments  under the lease are $5,600  (Cdn$8,000)
plus goods and services tax. The lease may be terminated on one month's notice.

We have subleased approximately 22,000 square feet of warehouse and office space
at 8303 129th Street, Surrey, British Columbia,  Canada, for the term commencing
January 1, 2000 to January 31, 2002 at the monthly  rent of $7,350  (Cdn$10,500)
plus goods and services tax.

We have leased  approximately 1,360 square feet of warehouse and office space at
15444 Bel-Red Road, Redmond,  Washington,  on a month-to-month  basis for $1,200
per month.  We are  seeking a new  leasehold  premises  in  Redmond or  Seattle,
Washington.



                                       25
<PAGE>

We have leased approximately 13,000 square feet of warehouse and office space at
800 East 3rd Avenue, San Mateo, California.  There are two years remaining under
the lease and the monthly rent is $12,000.

We lease our corporate  office space at 3112  Boundary  Road,  Burnaby,  British
Columbia, Canada, from Derango Resources Inc., a private company wholly owned by
our President,  Abdul Ladha,  and his wife,  Hanifa Ladha. The term of the lease
commenced  September 1, 1999 and  continues  until  August 31, 2004.  The annual
basic rent is approximately  $20,000  (Cdn$27,991.12),  payable in equal monthly
installments of approximately $1,667 (Cdn$2,332.60).

We own,  through our  subsidiary,  Ableauctions.com  (Washington),  a commercial
property located at 7303 East Earl Drive, Scottsdale,  Arizona, which includes a
50,000 square foot building. We acquired the property on March 20, 2000 pursuant
to a purchase and sale agreement between  Ableauctions.com  (Washington) and C&C
Capital Investment,  Inc., in consideration of $1,200,000 in cash, $1,056,110.53
by the  assumption of a wrap-around  promissory  note and a wrap-around  deed of
trust and  assignment  of rents,  and  1,243,889.47  by the  issuance of 155,486
shares of our common stock at the deemed  price of $8.00 per share,  for a total
purchase price of $3,500,000.

Neither we nor our  subsidiaries  presently  own or lease any other  property or
real estate.

Item 3.  Legal Proceedings

Four actions have been brought in Surrey,  British  Columbia  Small Claims Court
against Able Auctions (1991) Ltd. by Sangat S. Rehal,  Surinder K. Rehal, Paulie
Bhambra  and  Nikki  Panasara,  each  in  the  amount  of  approximately  $7,000
(Cdn$10,000) for alleged conversion of personal property by Able Auctions. These
actions  have not yet been set for trial.  We believe  these  claims are without
merit and we intend to vigorously defend against them.

Other than the foregoing,  to the best of our  knowledge,  we are not subject to
any  active or  pending  legal  proceedings  or claims  against us or any of our
properties.  However,  from time to time,  we may  become  subject to claims and
litigation generally associated with any business venture.

Item 4.  Submission of Matters to a Vote of Security Holders

By consent  resolutions  dated as of October 14,  1999, a majority of our common
stockholders  approved  our 1999 stock  option plan (the "Plan") and the form of
stock  option  agreement  appended  to the Plan.  Under the Plan,  an  aggregate
3,000,000  shares of our common  stock are  reserved  for  issuance  to eligible
recipients of Incentive Stock Options and Non-Qualified  Stock Options (as those
terms  are  defined  in the  Plan).  A Notice  that the Plan was  approved  by a
majority of our common  stockholders was provided to the other  stockholders who
did not sign the consent resolutions approving the Plan.

No other meetings of security holders were held during the fourth quarter of our
fiscal year ended December 31, 1999.



                                       26
<PAGE>

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Our  common  stock  trades  on the  OTCBB  under the  symbol  "ABLC".  The OTCBB
constitutes  a limited and sporadic  trading  market and does not  constitute an
"established  trading market". See "Risk Factors - An established public trading
market for our securities  does not exist." The range of high and low bid prices
per share for our common stock for each quarter  during the period from July 21,
1999 through March 31, 2000,  as published by the OTCBB is set forth below.  The
quotations merely reflect the prices at which transactions were proposed, and do
not  necessarily  represent  actual  transactions.  Prices do not include retail
markup, markdown, or commissions and may not represent actual transactions.  The
trading  prices  have been  adjusted to give  effect to the  four-for-one  stock
dividend effective July 20, 1999, the five-for-one forward stock split effective
August 9, 1999, and the one-for-four reverse split effective September 2, 1999.

                       Quarterly Common Stock Price Ranges

           Quarter Ended                                       1999
           -------------                             --------------------------
                                                      High                Low
                                                      ----                ---
           September 30                              $4.00               $1.00
           December 31                               $5.00              $1.5625

           Quarter Ended                                       2000
           -------------                             --------------------------
                                                      High                Low
                                                      ----                ---
           March 31                                  $9.875             $4.4688

There were 19 record holders of our common stock as of March 31, 2000.

We have not paid dividends on our common stock since our inception. Dividends on
common stock are within the discretion of the Board of Directors and are payable
from profits or capital  legally  available for that purpose.  It is our current
policy to retain any future earnings to finance the operations and growth of our
business. Accordingly, we do not anticipate paying any dividends on common stock
in the foreseeable future.

Recent Sales of Unregistered Securities

Since  August 24,  1999,  Ableauctions.com  has  issued  and sold the  following
securities. All information has been adjusted to give effect to the four-for-one
stock dividend  effective July 20, 1999,  the  five-for-one  forward stock split
effective August 9, 1999, and the one-for-four reverse split effective September
2, 1999.

     1.   On August 24,  1999,  we  completed a private  placement  of 1,094,057
          units at the price of $3.20 per unit to one  person  for  proceeds  of
          $3,500,980.  Each unit  consisted  of one  share of  common  stock and
          one-half of one  non-transferable  share purchase warrant.  Each whole
          warrant is exercisable  to acquire one additional  share of our common
          stock at a price of $3.20 until August 24, 2000,  and  thereafter at a
          price of $4.00 until August 24,  2001.  The issuance of the shares was
          exempt from  registration  in reliance on Rule 506 under  Regulation D
          promulgated under the Securities Act of 1933, as amended.

     2.   On August 24, 1999, we issued  1,843,444 shares of our common stock to
          Dexton  Technologies  Corporation in partial  consideration for all of
          the issued and  outstanding  shares of common  stock of Able  Auctions
          (1991).  The  issuance  of the  shares was  exempt  from  registration
          pursuant  to  Rule  506  under  Regulation  D  promulgated  under  the
          Securities Act of 1933, as amended.

     3.   On October 18, 1999,  we issued  60,000  shares of our common stock at
          the deemed price of $2.80  (Cdn$4.16) per share to Ross  Auctioneers &
          Appraisers  Ltd.  in  consideration  for the  business  assets of Ross
          Auctioneers.  The issuance of the shares was exempt from  registration
          pursuant to Regulation S promulgated under the Securities Act of 1933,
          as amended.



                                       27
<PAGE>

     4.   On February  25, 2000,  we completed a private  placement of 1,000,000
          units at the price of $5.00 per unit to two  persons  for  proceeds of
          $5,000,000.  Each unit  consisted of one share of common stock and one
          non-transferable  share purchase warrant.  Each warrant is exercisable
          to acquire  one  additional  share of our  common  stock at a price of
          $5.00 until  February 25,  2001,  and  thereafter  at a price of $6.00
          until  February 25,  2002.  The issuance of the shares was exempt from
          registration  pursuant to Rule 506 under Regulation D and Regulation S
          promulgated under the Securities Act of 1933, as amended.

     5.   On February 29, 2000,  we issued  53,405 shares of our common stock at
          the deemed price of $6.756 per share per share to Falcon Trading, Inc.
          in  consideration  for the  business  assets  of Falcon  Trading.  The
          issuance of the shares was exempt from  registration  pursuant to Rule
          506 under  Regulation D promulgated  under the Securities Act of 1933,
          as amended.

     6.   On March 20, 2000,  we issued 30,625 shares of our common stock at the
          deemed  price  of  $8.00  per  share  to  Mesler's  Auction  House  of
          Scottsdale,  LLC. in partial  consideration for the business assets of
          Mesler's.  The  issuance  of the shares was exempt  from  registration
          pursuant  to  Rule  506  under  Regulation  D  promulgated  under  the
          Securities Act of 1933, as amended.

     7.   On March 20, 2000, we issued 155,486 shares of our common stock at the
          deemed  price of $8.00 per share to C&C  Capital  Investment,  Inc. in
          partial  consideration  for a real estate  property and building.  The
          issuance of the shares was exempt from  registration  pursuant to Rule
          506 under  Regulation D promulgated  under the Securities Act of 1933,
          as amended.

Item 6.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Plan of Operation

Our plan of operation is based on the operating  history of Able Auctions (1991)
Ltd., our experience in the industry,  our discussions  with third parties,  the
SEC filings of our  competitors  and the  decisions of our  management.  Set out
below is a summary of our plan of operation  and  operating  budget for the next
fiscal year ending December 31, 2000.

Generate  revenues  through  auctions  and  increase  our  volume  of  sales  by
increasing the number of live auctions at our existing locations

We will continue to operate auctions at our 4 locations in Surrey and Coquitlam,
British Columbia;  Redmond,  Washington;  and Scottsdale,  Arizona. We intend to
increase  the number of auctions we  currently  hold from two to four per month,
per auction house, beginning in January 2000. See "Description of Business - Our
Business Strategy."

Increase  revenues by  broadcasting  our auctions on the Internet and by selling
merchandise on our web site

We launched our web site for public  viewing in September  1999 and  broadcasted
our first  live  auction  in  January  2000.  We are in the  process  of further
refining the technologies related to broadcasting live auctions on our web site.
Visitors to our web site may also  purchase  items from our Retail Store and bid
on items in our Silent Auction.

Initially,  we intend to host live auctions alternating between our locations in
British Columbia,  Washington, and Arizona. We may add auctions of other auction
houses if we acquire  additional  auction  locations or if we develop  strategic
affiliations with other auction houses to broadcast their auctions.

Continue   research  and  development  to  improve  our  web  site  and  auction
broadcasting technologies

We plan to continue our research and  development  efforts by improving  our web
site and auction  broadcasting  technologies.  We are in the process of refining
our live auction  broadcasting  technologies  and intend to develop software and
systems that will allow us to improve graphical presentations,  the speed of our
bidding process, the



                                       28
<PAGE>

preview of merchandise and the method of registering bidders. We anticipate that
we will spend approximately  $750,000 on research and development efforts during
fiscal 2000. See "Description of Business - Research and Development."

Install the live broadcast technology at regional auction sites

We plan to install live broadcast technology at all of our auction locations. We
estimate  the costs of  installing  broadcast  equipment  will be  approximately
$125,000 to $150,000 per location.

Commence  geographic  expansion  program by acquiring or entering into strategic
affiliations with auction companies

We intend to  broadcast  the  auctions  of  auction  companies  in a variety  of
locations  throughout  North  America.  We have begun to acquire  other  auction
companies. See "Acquisitions." Our management will continue to identify possible
auction companies to approach regarding acquisition by us or potential strategic
relationships.

We expect the focus of our  geographic  expansion  will be in  Ontario,  Canada;
Seattle; New York and Southern California. See "Our Business Strategy."

Install the computer server hardware in Vancouver, San Jose, and New York

We  installed  40  servers  in the  first  phase of our  hardware  and  software
implementation  program in our British  Columbia  location in December  1999. We
intend to install  additional  servers as traffic on our web site increases.  We
may also install secondary  servers in San Jose,  Arizona and in New York during
2000. Our multi-server  networking strategy is designed to allow visitors to our
auction sites to have timely  response time to effectively  bid for items at our
live auctions without bandwidth restrictions.

Hire additional key personnel

We plan to hire  personnel  and  employ  consultants  with  Internet  e-commerce
experience to  complement  our current  management  who are  experienced  in the
auction  industry.  We anticipate adding up to 15 new employees with e-commerce,
software development, and software maintenance experience during 2000.

Summary of Operating and Capital Budget

Set forth  below are our  estimated  cash  operating  and  capital  budgets  for
operations,  technology purchases, research and development and implementing our
expansion strategy for the fiscal year ending December 31, 2000:

        Marketing                                               $ 5,000,000
        Ongoing research and development                            750,000
        Expansion of inventories                                  3,000,000
        Servers and operating systems                             1,250,000
        Geographic expansion                                      5,000,000
                                                          ------------------
        Required Capital:                                       $15,000,000

Our operating and capital budget for the fiscal year ending December 31, 2000 is
estimated  to be  approximately  $15  million.  As of  March  31,  2000,  we had
approximately  $2,745,000  in  working  capital.  We  anticipate  that  we  have
sufficient  working capital to finance our plan of operations through June 2000;
however,  we will be  required  to raise  additional  capital  during the second
quarter  2000 to meet  our  anticipated  cash  needs  and to  fund  our  plan of
operation  through December 31, 2000. See "Liquidity and Capital  Resources." We
cannot assure you that our actual  expenditures  for that period will not exceed
our estimated  operating budget.  Actual expenditures will depend on a number of
factors,  some of which are beyond our control,  including,  among other things,
the availability of financing on acceptable terms,  acquisition and/or expansion
costs,  reliability  of the  assumptions  of management  in estimating  cost and
timing,  certain  economic  factors,  the timing  related to  development of our
technology  and launch of our web site and cost  associated  with  operating our
auctions.



                                       29
<PAGE>

We will be required to raise  additional  capital during the second quarter 2000
to meet our  anticipated  cash  needs.  If we are  unable  to  raise  additional
financing on acceptable  terms, we may be forced to delay the  implementation of
certain  portions  of our plan of  operation,  which may  adversely  affect  our
business and results of operations. See "Management's Discussion and Analysis of
Financial   Conditions  and  Results  of  Operations  -  Liquidity  and  Capital
Resources."

Management's Discussion and Analysis

The information contained in this Management's  Discussion and Analysis contains
"forward looking  statements."  Actual results may materially  differ from those
projected in the forward  looking  statements  as a result of certain  risks and
uncertainties  set out in this  report.  See  "Note  Regarding  Forward  Looking
Statements."

Although   management  believes  that  the  assumptions  made  and  expectations
reflected  in  the  forward  looking  statements  are  reasonable,  there  is no
assurance that the underlying  assumptions will, in fact, prove to be correct or
that actual future results will not be different from the expectations expressed
in this registration statement.

Our actual  results could differ  materially  from the results  projected in the
forward-looking statements as a result of our ability to:

     o    achieve the objectives of our business strategy;

     o    accelerate or defer operating expenses;

     o    achieve revenue from our operations; and

     o    hire new personnel,

and other factors set forth under "Risk Factors" in this registration statement.

The following discussion is qualified by the more complete financial information
contained in our audited  financial  statements  for the year ended December 31,
1999.

Our financial  statements  have been  prepared in accordance  with United States
generally accepted accounting principles.

The  following  discussion  of our  results  of  operations  should  be  read in
conjunction with our audited financial statements and the related notes included
in this annual report.  Able Auctions (1991) Ltd.'s results of operations  prior
to our  acquisition of Able Auctions  (1991) on August 24, 1999 are not included
in our consolidated financial statements.

Overview

We were  incorporated  in the State of Florida on  September  30, 1996 under the
name "J.B. Financial Services, Inc.

On August 24, 1999, we acquired all of the issued and outstanding shares of Able
Auctions  (1991)  Ltd.  pursuant  to a  share  purchase  agreement  with  Dexton
Technologies  Corporation,  the sole shareholder of Able Auctions (1991) at that
time. See "Acquisitions - Our Acquisition of Able Auctions (1991)."



                                       30
<PAGE>

On our  acquisition of Able Auctions  (1991),  we acquired all of the assets and
the auction business of Able Auctions  (1991).  We also undertook the process of
designing,  building  and  testing  an  Internet  based  e-commerce  web site to
broadcast  auctions  over the  Internet.  We  launched  our web site for  public
viewing in December 1999, and conducted our first live broadcast of an action on
our web site in January, 2000.

We are an early stage  company and our  principal  activity to date has been the
acquisition  of all the issued and  outstanding  shares of Able Auctions  (1991)
Ltd, and the business assets and employees of Ross Auctioneers & Appraisers Ltd.
both in British  Columbia,  Canada.  Subsequent  to the year,  we  acquired  the
business  assets and hired the employees of Falcon  Trading,  Inc. in Washington
State, and Mesler's Auction House in Arizona. Before these acquisitions, we were
a shell company with no material revenues, expenses, assets or liabilities.

We believe that our historic spending levels and the historic spending levels of
Able Auctions (1991),  Ross  Auctioneers,  Falcon Trading,  and Mesler's Auction
House are not  indicative of future  spending  levels  because we are entering a
period  in  which  we  will  increase  spending  on  research  and  development,
marketing,  staffing and other general operating expenses. For these reasons, we
believe our expenses,  losses,  and deficit  accumulated  during the development
stage will  increase  significantly  before we  generate  material  revenues  or
profits from our  operations.  In the absence of  additional  funding,  there is
substantial  doubt  about our  ability  to  continue  as a going  concern  for a
reasonable period of time as set forth in the audited  financial  statements and
related notes included in this registration statement.

Our Results of Operations

Fiscal Year Ended December 31, 1999,  Compared to the Fiscal Year Ended December
31, 1998

We  acquired  Able  Auctions  (1991) on August 24,  1999.  During the year ended
December 31,  1999,  we had  revenues of $898,450  attributable  to the business
operations of our wholly owned Canadian  subsidiary  Able Auctions (1991) during
the period from August 24, 1999 to December 31,  1999.  Our  operating  expenses
during  1999 were  $1,673,900,  including  accounting  and legal fees of $76,057
incurred primarily in connection with our filing of a registration  statement on
Form 10-SB and the  acquisition  of  AbleAuctions  (1991) Ltd;  advertising  and
promotion  expenses of $119,004 for promoting our auction business and web site;
depreciation  and  amortization  expenses of $195,288;  investor  relations  and
corporate development expenses of $400,731 related to our financing efforts; and
salaries and  management  fees of  $549,048.  Our net losses for the period were
$1,339,492 or $0.10 per share.  During the year ended December 31, 1998, we were
a shell company with no revenues from  operations,  $944 in expenses,  and a net
operating losses of $944.

We anticipate net operating  losses to increase for the foreseeable  future as a
result of our planned  efforts to expand and diversify our auction  business and
anticipated  development  costs  related to our web site.  We  anticipate  costs
related to  consulting  and  management  fees,  salaries,  rent,  marketing  and
promotion, and general overhead to increase during 2000.

In addition,  we anticipate  that our general and  administrative  expenses will
also  significantly  increase  as a  result  of  the  growth  in  our  research,
development,  testing and business  development  programs.  The actual levels of
research and development,  administrative and general corporate expenditures are
dependent on the cash resources available to us.

Liquidity and Capital Resources

On August 24, 1999, we completed  the  acquisition  of Able Auctions  (1991) and
raised  $3,500,980 in capital  through a private  placement,  of which we paid a
$852,971 loan payable in our acquisition of Able Auctions (1991) and $13,961 due
to a  shareholder.  Through  December 31, 1999,  we used cash of  $1,491,057  in
operating  activities  and  $1,229,313  in  investing  activities,  including  a
$702,526 net  investment in Able Auctions  (1991) and $526,787 in capital assets
related primarily to our auction business and Internet technologies.

Our net working capital position at December 31, 1999 was $489,207.  Our working
capital  included  accounts  receivable  of $267,805,  inventory of $486,572 and
prepaid  expenses of $73,452.  We had outstanding  accounts  payable of $338,622
including cheques issued in excess of amounts on deposit.  Long term liabilities
were Nil at December 31, 1999.  We believe that our working  capital in addition
to the  $5,000,000  equity  financing  in February  2000 will be  sufficient  to
satisfy our cash requirements through to June 2000. Our working capital position
at March 31, 2000 was approximately $2,745,000.

Our  operating  and  capital  budget for the year  ending  December  31, 2000 is
approximately  $15 million,  to be used  primarily  for expenses  related to the
acquisition of new auction facilities, expansion of our inventories, continually



                                       31
<PAGE>

developing and upgrading our technologies, launching a marketing campaign in the
United  States and Canada,  and  purchasing  additional  servers  and  operating
systems.

Outlook

We have entered a period of rapid  expansion  and growth.  In their  independent
auditor's report dated March 24, 2000, Davidson & Co., expressed doubt about our
ability to  continue as a going  concern due to our lack of working  capital for
our planned  business  activities.  In February 2000, we successfully  raised $5
million. We anticipate we will be required to raise an additional $10 million to
adequately  fund our entire  operating and capital budget for the year 2000. See
"Summary of Operating and Capital Budget."

We intend to meet our cash  requirements  through  revenues  generated  from our
operations  and  private  or public  placements  of our  equity or debt.  We are
currently seeking such financing by presenting our business plan to merchant and
investment  banks, fund managers and investment  advisors.  We cannot assure you
that we will successfully raise any additional financing on acceptable terms, if
at all, and our failure to meet our cash  requirements  will force us to abandon
some of our plans of  operation,  sell some of our  assets or  certain  business
operations or liquidate our business,  all of which will have a material adverse
effect on our business and results of operations.

We cannot  assure  you that our actual  expenditures  for this  period  will not
exceed our estimated  operating and capital  budget.  Actual  expenditures  will
depend on a number of factors, some of which are beyond our control,  including,
among other things, timing of our web site launch, the revenues from our auction
operations,  the success of our  geographical  expansion,  the  availability  of
financing on acceptable  terms,  reliability of the assumptions of management in
estimating cost and timing, costs related to the development of our web site and
technologies,  economic  conditions  and  competitive  factors  in  the  auction
industry. See "Plan of Operation" and "Summary of Operating Budget."

Recent Financing

Our business activities and operations have been funded to date through issuance
of shares of our common stock in the following transactions:

<TABLE>
         Summary of Transactions
         -----------------------
                                                                              Number of         Total Price Of
                                                                                Shares             Shares ($)
                                                                         ------------------    ----------------
<S>                                                                           <C>                  <C>
Balance as of December 31, 1998                                                6,250,000                6,250
Issued for consulting and professional services                                9,062,500                9,450
Issued in consideration for Able Auctions (1991) Ltd.                          1,843,444               73,738
Issued for cash at $3.20 per share(1)                                          1,094,057            3,500,980
Issued as consideration for the assets of Ross Auctioneers &                      60,000              168,000
Appraisers Ltd.
Issued for cash at $5.00 per share(2)                                          1,000,000            5,000,000
Issued as consideration for the assets of Falcon Trading, Inc.                    53,405              360,804
Issued as partial consideration for the assets of Mesler's Auction                30,625              245,000
House of Scottsdale, LLC(3)
Issued as partial consideration for certain assets of C&C Capital                155,486            1,243,889
Investment, Inc.
                                                                         ------------------    ----------------
TOTAL                                                                         19,549,517(4)        10,608,111
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  We issued  units  consisting  of one common  share and one-half of a common
     share  purchase  warrant.  Each full warrant is  exercisable  to acquire an
     additional  common  share at $3.20 until August 24, 2000 and at $4.00 until
     August 24, 2001.

(2)  We  issued  units  consisting  of one  common  share and one  common  share
     purchase  warrant.  Each warrant is  exercisable  to acquire an  additional
     common share at $5.00 until  February 25, 2001 and at $6.00 until  February
     25, 2002.



                                       32
<PAGE>

(3)  We also  issued a common  share  purchase  warrant  entitling  Mesler's  to
     purchase 150,000 common shares at $8.00 per share until March 20, 2001. (4)
     As at March 31, 2000.

Year 2000 Compliance

The Year  2000  issue  arises  with the  change  in  century  and the  potential
inability  of  information  systems  to  correctly  "rollover"  dates to the new
century.  To save on  computer  storage  space,  many  systems  were  originally
programmed  with a two-digit  century  (i.e.,  December 31, 1999 would appear as
12/31/99), assuming that all years would be part of the 20th century.

On January 1, 2000,  systems with this  programming  will default to  01/01/1900
instead of 01/01/2000,  and calculations using or reporting the date will not be
correct  and errors  will arise (the "Year 2000  issue").  To prevent  this from
occurring, information systems need to be updated to ensure they recognize dates
during and after the year 2000.

The  potential  exists  that we and our  subsidiary  are  exposed to a risk that
certain aspects of their  businesses will fail or suffer  impairment as a result
of internally operated or externally contracted hardware or software systems and
services not being able to correctly  "rollover"  dates to the new century.  The
risk stems from our  reliance on certain  hardware,  software,  and  services to
carry out the daily operations of our proposed respective businesses.

On January 3, 2000, we conducted tests of our systems for Year 2000  compliance.
Based on our tests,  we believe our  systems and the systems of our  third-party
vendors and service providers are Year 2000 compliant.  We intend to continue to
monitor  our systems  for Year 2000  compliance,  and in the event that we incur
expenses  associated with resolving Year 2000  compliance  issues that arise, we
intend to expense the operating  costs as they are incurred and  capitalize  the
capital  costs  as they are  incurred.  We do not  expect  to  incur  any  major
operating  or capital  expenditures  that  would  have a material  impact on our
financial condition or results of operations.

Quantitative and Qualitative Disclosures About Market Risks

Our  financial  results  are  quantified  in U.S.  dollars and a majority of our
obligations and expenditures with respect to our operations are incurred in U.S.
dollars. A majority of our revenues are derived from the business  operations of
our wholly-owned  subsidiary,  Able Auctions (1991) Ltd., whose primary business
operations are conducted in British  Columbia,  Canada and in Canadian  dollars.
Although we do not believe we currently have any materially  significant  market
risks relating to our operations  resulting from foreign  exchange  rates, if we
enter into  financing or other  business  arrangements  denominated  in currency
other than the U.S.  dollar or the Canadian  dollar,  variations in the exchange
rate may give rise to foreign exchange gains or losses that may be significant.

We  currently  have  no  material  long-term  debt  obligations.  We do not  use
financial  instruments  for  trading  purposes  and we are  not a  party  to any
leverage  derivatives.  In the  event we  experience  substantial  growth in the
future,  our business and results of operations  may be  materially  effected by
changes in interest  rates and certain  other  credit risk  associated  with its
operations.

Item 7.  Financial Statements

Reference is made to the financial  statements,  the reports thereon,  the notes
thereto,  and  supplementary  data  commencing  at page F-1 of this Form 10-KSB,
which financial statements,  reports, notes, and data are incorporated herein by
reference.



                                       33
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure

On July 31,  1999,  we  dismissed  Barry L.  Friedman,  P.C.  as our auditor and
appointed Davidson and Company,  Chartered  Accountants,  of Vancouver,  British
Columbia, Canada. Barry L. Friedman, P.C. did not resign or decline to stand for
reappointment.

Barry L.  Friedman,  P.C.  has not  been  associated  with any of our  financial
statements  subsequent  to the audit  report by Barry L.  Friedman,  P.C.  dated
November 10, 1998.  The change in  independent  auditors was  effective  for the
fiscal year ended December 31, 1998, was approved by our Board of Directors, and
was not due to any disagreement between the Company and Barry L. Friedman,  P.C.
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosures,  or auditing scope or procedure.  Our financial  statements for the
fiscal year ended December 31, 1998 contain no adverse  opinion or disclaimer of
opinion and have not been qualified or modified as to uncertainty,  audit scope,
or accounting opinion.

During the period prior to and  preceding  the change in  independent  auditors,
there  were no  disagreements  with  Barry L.  Friedman,  P.C.  on any matter of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure,  which  disagreements if not resolved to the satisfaction of
Barry L.  Friedman,  P.C.  would have caused them to make  reference  thereto in
their report on our  financial  statements  for the period.  We have  authorized
Barry L. Friedman,  P.C. to respond fully to any subject matter of any potential
disagreement with respect to our financial statements.

We have not been  advised by Barry L.  Friedman,  P.C. or our current  auditors,
Davidson and Company, Chartered Accountants, of any of the following:

     (a)  lack  of  internal  controls  necessary  for  us to  develop  reliable
          financial statements;

     (b)  any  information  that has come to the  attention of our auditors that
          has  led  them  to  no  longer   be  able  to  rely  on   management's
          representations  or that has made them unwilling to be associated with
          the financial statements prepared by management;

     (c)  any need to expand  significantly  the scope of our auditors' audit or
          information  that has come to our auditors'  attention  during the two
          financial  years prior to and preceding the change in our  independent
          auditors that, if further investigated, would:

          (i)  materially  impact the fairness or  reliability of the previously
               issued  audit  report  or  the  financial  statements  issued  or
               covering that period; or

          (ii) cause our auditors to become  unwilling  to rely on  management's
               representations  or that has made them unwilling to be associated
               with our financial statements, or due to the replacement of Barry
               L.  Friedman,  P.C. or any other reason,  our auditors did not so
               expand   the  scope  of  the  audit  or  conduct   such   further
               investigation; and

     (d)  any  information  that has come to the  attention of our auditors that
          has led them to conclude that such information  materially impacts the
          fairness  or  reliability  of  the  audit  reports  or  the  financial
          statements  issued  covering  the two  financial  years  prior  to and
          preceding   the  change  in  our   independent   auditors   (including
          information  that,  unless  resolved,  to  the  satisfaction  of  such
          auditors,  would prevent it from rendering an unqualified audit report
          on those financial  statements) and due to the replacement of Barry L.
          Friedman, P.C. or any other reason, any issue has not been resolved to
          such  auditors'   satisfaction  prior  to  Barry  L.  Friedman,   P.C.
          replacement.



                                       34
<PAGE>


PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act

The information set forth under the caption "Election of Directors",  "Executive
Officers",  and "Section 16(a)  Beneficial  Ownership  Reporting  Compliance" in
Ableauctions.com's  definitive  Proxy  Statement for its 2000 Annual  Meeting of
Shareholders,  expected to be filed with the Securities and Exchange  Commission
on Schedule 14A on or before April 28, 2000 is incorporated herein by reference.

Item 10.  Executive Compensation

The information set forth under the captions  "Executive  Compensation and Other
Information"  and   "Compensation  of  Directors"  in  the  Proxy  Statement  is
incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The  information set forth under the captions  "Securities  Ownership of Certain
Beneficial  Owners"  and  "Securities  Ownership  of  Management"  in the  Proxy
Statement to be filed with the  Securities  and Exchange  Commission on Schedule
14A on or before April 26, 2000 is incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions

The information set forth under the caption "Certain  Relationships  and Related
Transactions  between  Management and the Company" in the Proxy  Statement to be
filed with the Securities  and Exchange  Commission on Schedule 14A on or before
April 26, 2000 is incorporated herein by reference.

Item 13.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit
Number              Description
------              -----------

 2.1(1)             Share  Purchase  Agreement  dated July 9, 1999 among  Dexton
                    Technologies  Corporation,  Able Auctions  (1991) Ltd.,  and
                    Ableauctions.com,  Inc., as amended by Addendum dated August
                    16, 1999.

 2.4(1)             Agreement and Plan of Reorganization  dated February 1, 2000
                    among Falcon Trading, Inc.,  Ableauctions.com  (Washington),
                    Inc., and Ableauctions.com, Inc.

 2.5(3)             Asset Purchase Agreement dated March 20, 2000 among Mesler's
                    Auction   House   of   Scottsdale,   LLC,   Ableauctions.com
                    (Washington), Inc., and Ableauctions.com, Inc.

 2.6(3)             Purchase and Sale Agreement dated March 20, 2000 between C&C
                    Capital Investment, Inc. and Ableauctions.com  (Washington),
                    Inc.

 3.1(1)             Articles  of  Incorporation,  as  amended  (incorporated  by
                    reference  to Exhibits  3.1,  3.2,  3.3,  3.4 and 3.5 of the
                    Registrant's Registration Statement on Form 10-SB).

 3.2(2)             Bylaws  (Incorporated  by  reference  to Exhibit  3.6 of the
                    Registrant's Registration Statement on Form 10-SB.

10.1(1)             1999  Stock  Option  Plan  with  Form  of  Option  Agreement
                    (Incorporated   by   reference   to   Exhibit   4.2  of  the
                    Registrant's Registration Statement on Form S-8.

10.2(1)             Form of Stock Option Agreement



                                       35
<PAGE>

Exhibit
Number              Description
------              -----------

10.3(1)             Share  Purchase  Agreement  dated April 1, 1998 among Jeremy
                    Dodd,  Dexton  Technologies  Corporation,  and Able Auctions
                    (1991) Ltd.

10.4(1)             Share  Purchase  Agreement  dated July 9, 1999 among  Dexton
                    Technologies  Corporation,  Able Auctions  (1991) Ltd.,  and
                    Ableauctions.com,  Inc., as amended by Addendum dated August
                    16, 1999

10.5(1)             Contribution  Agreement  dated July 15, 1999 between Douglas
                    McLeod  and  Ableauctions.com,  Inc.  (then  J.B.  Financial
                    Services,  Inc.)  regarding  Mr.  McLeod's  contribution  of
                    8,000,000 shares of common stock to the Company's treasury

10.6(1)             Asset Purchase Agreement dated September 20, 1999 among Ross
                    Auctioneers & Appraisers  Ltd.,  Able Auctions  (1991) Ltd.,
                    and Ableauctions.com, Inc.

10.7(1)             Asset Purchase  Agreement  dated  September 20, 1999 between
                    John Carrier dba LJM Computer  Resources  and Able  Auctions
                    (1991)   Ltd.    regarding   the   web   site   located   at
                    www.bcbids.com.

10.8(1)             Bill of Sale dated  September  20,  1999  between  Ronald H.
                    Smallwood and Able Auctions (1991) Ltd. regarding the domain
                    name "bcbids.com".

10.9(1)             Employment  Agreement  dated September 20, 1999 between Able
                    Auctions (1991) Ltd. and Richie Smallwood.

10.10(1)            Subscription   Agreement   dated  July  20,   1999   between
                    Ableauctions.com, Inc. and Silicon Capital Corp.

10.11(1)            Consulting  Agreement  dated  August 24, 1999  between  Able
                    Auctions (1991) Ltd. and Dexton Technologies Corporation

10.12(1)            Investor  Relations   Agreement  dated  September  15,  1999
                    between Ableauctions.com, Inc. and North Star Communications
                    Inc.

10.13(1)            Investor  Relations  Agreement dated October 1, 1999 between
                    Ableauctions.com, Inc. and European Investor Services Ltd.

10.14(1)            Lease  Agreement  dated  September 1, 1999  between  Derango
                    Resources Inc. and Ableauctions.com, Inc.

10.15(1)            Sublease dated August 22, 1999 between HGP Glass  Industries
                    of Canada Inc. and Ableauctions.com, Inc.

10.16(2)            Proposal  by  Compaq   Computer   and   accepted  by  Dexton
                    Technologies   Corporation   dated   September   1999,   for
                    installation of Distributed Internet Server Array (DISA).

10.17(2)            Internet  Business  Services  Agreement by and between Telus
                    Advanced Communications and Dexton Technologies  Corporation
                    dated September 14, 1999.

10.18               Investor Relations  Agreement dated February 3, 2000 between
                    Ableauctions.com, Inc. and KCSA Public Relations Worldwide

21.1                Subsidiaries of the Registrant.

23.1(1)             Consent of Barry L. Friedman.

23.2                Consent of Davidson and Company.

24.1                Power of Attorney (included on signature page).

27.1                Financial Data Schedule.
---------------------

(1)  Previously filed on November 13, 1999 on Form 10-SB.
(2)  Previously filed on December 30, 1999 on Form 10-SB/A.
(3)  Previously filed on April 4, 2000 on Form 8-K.


(b)  Reports on Form 8-K

     1. A Current Report on Form 8-K was filed on April 4, 2000.



                                       36
<PAGE>

                                   SIGNATURES

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Abdul Lahda and N.H.  Vellani,  as his true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
substitution,  for  him  and in his  name,  place,  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement on Form
10-KSB and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the Securities and Exchange Commission,  grant unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
foregoing  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  April 11, 2000



                                        /s/ Abdul Ladha
                                        ----------------------------------------
                                        Abdul Ladha, President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Signature                     Title                                   Date
---------                     -----                                   ----


/s/ Abdul Ladha               Chairman of the Board, Chief       April 11, 2000
--------------------------    Executive Officer and
Abdul Ladha                   Director (Principal Executive
                              Officer)



/s/ N.H. (Nosh) Vellani       Chief Financial Officer            April 11, 2000
--------------------------    (Principal Financial Officer
N.H. (Nosh) Vellani           and Accounting Officer)



/s/ Barrett Sleeman
--------------------------    Director                           April 11, 2000
Barrett Sleeman


<PAGE>






                             ABLEAUCTIONS.COM, INC.
                    (formerly J.B. Financial Services, Inc.)




                        CONSOLIDATED FINANCIAL STATEMENTS



                                DECEMBER 31, 1999



<PAGE>


                                                                A Partnership of
                                                      Incorporated Professionals
DAVIDSON & COMPANY=========Chartered Accountants================================





                          INDEPENDENT AUDITORS' REPORT

To the Stockholders and the Board of Directors of
Ableauctions.com, Inc.
(formerly J.B. Financial Services, Inc.)


We   have   audited   the   accompanying    consolidated   balance   sheets   of
Ableauctions.com,  Inc. (formerly J.B. Financial Services,  Inc.) as at December
31,  1999  and 1998  and the  related  consolidated  statements  of  operations,
comprehensive loss, changes in stockholders' equity and cash flows for the years
then ended.  These consolidated  financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
of the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial  position of  Ableauctions.com,
Inc. (formerly J.B. Financial  Services,  Inc.) as at December 31, 1999 and 1998
and the results of its operations,  changes in stockholders' equity and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles of the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that  Ableauctions.com,  Inc.  (formerly  J.B.  Financial  Services,  Inc.) will
continue as a going concern. As discussed in Note 2 to the financial statements,
unless  the  Company  attains  future   profitable   operations  and/or  obtains
additional financing,  there is substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regards to these matters are
discussed in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


                                                         /s/ Davidson & Company
Vancouver, Canada                                         Chartered Accountants
March 24, 2000

                   A Member of Accounting Group International
                   ==========================================

     Suite 1270, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
                Telephone (604) 687-0947   Fax (604) 687-6172

<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31
================================================================================


<TABLE>

                                                                                         1999             1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>               <C>
ASSETS

Current
    Accounts receivable - trade                                                 $      96,790     $         -
    Accounts receivable - other                                                       171,015               -
    Inventory                                                                         486,572               -
    Prepaid expenses                                                                   73,452               -
                                                                                --------------    ------------
    Total current assets                                                              827,829               -

Trademark                                                                              12,151               -
Capital assets (Note 6)                                                             1,170,859               -
Web site development costs (Note 7)                                                    95,805               -
Goodwill (Note 8)                                                                     655,155               -
                                                                                --------------    ------------
Total assets                                                                    $   2,761,799     $         -
===============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Bank indebtedness                                                           $      60,916     $         -
    Accounts payable and accrued liabilities                                          277,706              944
                                                                                --------------    ------------
    Total current liabilities                                                         338,622              944
                                                                                --------------    ------------
Stockholders' equity (Note 1)
    Capital stock
       Authorized
          62,500,000 common shares with a par value of $0.001

       Issued and outstanding
          December 31, 1998 - 6,250,000 common shares
            with a par value of $0.001
          December 31, 1999 - 18,310,001 common shares
            with a par value of $0.001                                                 18,310            6,250

    Additional paid-in capital                                                      3,740,108               -
    Deficit                                                                        (1,346,686)          (7,194)
    Accumulated other comprehensive income                                             11,445               -
                                                                                --------------    ------------
    Total stockholders' equity                                                      2,423,177             (944)
                                                                                --------------    ------------
Total liabilities and stockholders' equity                                      $   2,761,799     $         -
===============================================================================================================
</TABLE>


Subsequent events (Note 14)


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


<PAGE>


ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31
================================================================================


<TABLE>
                                                                                        1999            1998
-------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>
REVENUE

    Sales                                                                      $     829,755     $         -
    Commissions                                                                       68,695               -
                                                                               --------------    ------------
                                                                                     898,450               -

COST OF GOODS SOLD                                                                   582,346               -
                                                                               --------------    ------------
GROSS PROFIT                                                                         316,104               -
                                                                               --------------    ------------
OPERATING EXPENSES
    Accounting and legal fees                                                         76,057               -
    Advertising and promotion                                                        119,014               -
    Amortization of goodwill                                                          11,972               -
    Automobile                                                                        46,196               -
    Bad debt                                                                          36,011               -
    Commission                                                                        39,625               -
    Consulting fees                                                                   45,966               -
    Depreciation and amortization                                                    195,288               -
    Investor relations and shareholder information                                   400,731               -
    Management fees                                                                  238,278               -
    Office and miscellaneous                                                          61,179              944
    Rent and utilities                                                                73,695               -
    Salaries and benefits                                                            310,770               -
    Telephone                                                                         19,118               -
                                                                               --------------    ------------
                                                                                   1,673,900              944
                                                                               --------------    ------------
Loss before other items                                                           (1,357,796)            (944)
                                                                               --------------    ------------

OTHER ITEMS
    Interest income                                                                   22,871               -
    Foreign exchange loss                                                             (4,567)              -
                                                                               --------------    ------------
                                                                                      18,304               -
                                                                               --------------    ------------
Loss for the year                                                              $  (1,339,492)    $      (944)
=============================================================================================================
Basic and diluted loss per share                                               $       (0.10)    $      0.00
=============================================================================================================
Weighted average number of shares of common stock outstanding                     13,228,082        6,250,000
=============================================================================================================
</TABLE>




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

<PAGE>


ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31
================================================================================




<TABLE>

                                                                                         1999            1998
-------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>

    Net loss                                                                   $   (1,339,492)   $         -
    Other comprehensive income, net of tax:
       Foreign currency translation adjustments                                        11,445              -
                                                                               --------------    ------------
    Consolidated comprehensive loss                                            $   (1,328,047)   $         -
=============================================================================================================

Basic and diluted comprehensive loss per share                                 $       (0.10)    $      0.00
=============================================================================================================

Weighted average number of shares outstanding                                      13,228,082       6,250,000
============================================================================================== ===============

</TABLE>














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


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
================================================================================


<TABLE>

                                                                                Accumulated
                                   Common Stock                 Additional            Other                            Total
                          ---------------- ---------------         Paid-in    Comprehensive                    Stockholders'
                                   Shares          Amount          Capital           Income         Deficit           Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>             <C>             <C>              <C>              <C>
Balance, December 31,
    1997                       6,250,000     $      6,250    $         -     $          -     $      (6,250)   $          -
Loss for the year                     -                -               -                -              (944)           (944)
                          --------------   --------------  --------------   --------------   --------------  --------------

Balance, December 31,
    1998                       6,250,000            6,250              -                -            (7,194)           (944)

Common stock issued
    for cash                   1,094,057            1,094       3,499,886               -                -        3,500,980

Common stock issued
    for acquisition of
    Able Auctions
    (1991) Ltd.                1,843,444            1,843          71,895               -                -           73,738

Common stock issued
    for services              53,750,000           53,750         (45,150)              -                -            8,600

Common stock issued
    for services               5,312,500            5,313          (4,463)              -                -              850

Return of shares to
    treasury for
    cancellation             (50,000,000)         (50,000)         50,000               -                -               -

Common stock issued
    for assets of Ross
    Auctioneers                   60,000               60         167,940               -                -          168,000

Translation adjustment                -                -               -            11,445               -           11,445

Loss for the year                     -                -               -                -        (1,339,492)     (1,339,492)
                          --------------   --------------  --------------   --------------   --------------  --------------

Balance, December 31,
    1999                      18,310,001     $     18,310    $  3,740,108    $      11,445    $  (1,346,686)   $  2,423,177
========================= ================ =============== ================ ================ =============== ================
</TABLE>







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


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31
================================================================================

<TABLE>
                                                                                     1999              1998
------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                                        $ (1,339,492)     $      (944)
    Items not affecting cash:
       Amortization of goodwill                                                    11,972               -
       Bad debt                                                                    36,011
       Consulting fees                                                              9,450               -
       Depreciation and amortization                                              195,288               -
       Other                                                                       (8,622)              -

    Changes in non-cash working capital items:
       Increase in accounts receivable                                           (271,378)              -
       Increase in inventory                                                     (239,597)              -
       Increase in prepaid expenses                                               (37,338)              -
       Increase in accounts payable and accrued liabilities                       166,610              944
       Increase (decrease) in due to related parties                              (13,961)              -
                                                                            --------------    ------------
    Net cash used in operating activities                                      (1,491,057)              -
                                                                            --------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                                    3,500,980               -
    Loan payable                                                                 (852,971)              -
                                                                            --------------    ------------
    Net cash provided by financing activities                                   2,648,009               -
                                                                            --------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in subsidiary, net of cash acquired                               (702,526)              -
    Capital assets                                                               (451,130)              -
    Trademark                                                                      (5,704)              -
    Web site development costs                                                    (69,953)              -
                                                                            --------------    ------------
    Net cash used in investing activities                                      (1,229,313)              -
                                                                            --------------    ------------
Change in cash and cash equivalents for the year                                  (72,361)              -

Effect of exchange rates on cash                                                   11,445               -

Cash and cash equivalents, beginning of year                                           -                -
                                                                            --------------    ------------
Cash and cash equivalents, end of year                                       $    (60,916)     $        -
==========================================================================================================

As represented by:
    Excess of cheques issued over deposits                                   $   (117,818)     $        -
    Short-term deposit                                                             56,902               -
                                                                            --------------    ------------
                                                                             $    (60,916)     $        -
==========================================================================================================
</TABLE>


Supplemental disclosures with respect to cash flows (Note 9)


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

<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was  organized  on September  30,  1996,  under the laws of the
     State of Florida, as J.B. Financial Services, Inc.

     On October 1, 1996,  the Company issued 5,000 shares with a par value of $1
     for services received in the amount of $5,000.

     On September 2, 1998, the State of Florida approved the Company's  restated
     Articles of Incorporation,  which increased its  capitalization  from 6,500
     common shares to 50,000,000  common shares.  The par value was changed from
     $1 par to $0.001.

     On September  2, 1998,  the Company  forward  split its common stock 200:1,
     thus  increasing the number of  outstanding  common stock shares from 5,000
     shares to 1,000,000 shares.

     On March 26, 1999, the Company issued  53,750,000  shares at a deemed value
     of $8,600 as payment of fees for services received.

     On April 12, 1999, the Company issued 5,312,500 shares at a deemed value of
     $850 as payment of fees for services received.

     On July 19,  1999,  an  Article  of  Amendment  was filed with the State of
     Florida for the change of the Company's name from J.B. Financial  Services,
     Inc. to Ableauctions.com, Inc.

     On July 19, 1999, the Company received from a shareholder 50,000,000 shares
     which were  previously  issued for services  rendered,  and returned  these
     shares to treasury for cancellation.

     On July 20, 1999, the Company authorized a 5:1 stock split, effected in the
     form of a  dividend,  increasing  the shares  issued and  outstanding  from
     2,450,000 to 12,250,000.

     On July  21,  1999,  the  Company  authorized  a 5:1  forward  share  split
     increasing the shares issued and outstanding  from 12,250,000 to 61,250,000
     and the authorized shares to 250,000,000.

     On August 24, 1999,  the Company  issued  1,094,057  shares of common stock
     under  Rule 504 of  Regulation  D of the  Securities  Act of 1993 for total
     proceeds of $3,500,980.

     Effective  September  5, 1999,  the Company  effected a 4:1  reverse  stock
     split. Following consolidation, the issued and outstanding common shares of
     the Company was  18,250,000,  with a par value of $0.001 and the authorized
     share  capital is  62,500,000  common shares with a par value of $0.001 per
     share.

     On October 18, 1999,  the Company issued 60,000 shares of common stock at a
     deemed  value of  $168,000  to purchase  the assets of Ross  Auctioneers  &
     Appraisers Ltd.

     The Company is a high-tech  business-to-business  and  consumer  auctioneer
     that conducts its auctions live and simultaneously broadcasts them over the
     Internet.  The Company liquidates a broad range of computers,  electronics,
     office  equipment,  furniture  and  industrial  equipment  that it acquires
     through bankruptcies, insolvencies and defaults.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal  course of business.  However,  the company is in the process of
     expansion  and  its  operating  expenses  and  start-up  costs  exceed  its
     revenues.  Without  realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan to
     seek additional capital through equity financing.

     ========================================================================

                                                        1999            1998
     -------------------------------------------------------- ---------------
     Deficit                                    $ (1,346,686)    $    (7,194)
     Working capital (deficiency)                    489,207            (944)
     ========================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES

     Principles of consolidation

     These   consolidated   financial   statements   include  the   accounts  of
     Ableauctions.com,  Inc.  (formerly J.B. Financial  Services,  Inc.) and its
     wholly owned  subsidiary,  Able  Auctions  (1991) Ltd. from the date of its
     acquisition on August 24, 1999. All significant  inter-company balances and
     transactions have been eliminated on consolidation.

     Foreign currency translation

     The Company accounts for foreign  currency  transactions and translation of
     foreign  currency   financial   statements  under  Statement  of  Financial
     Accounting  Standards No. 52, "Foreign Currency  Translation"  ("SFAS 52").
     Transaction  amounts  denominated  in foreign  currencies are translated at
     exchange rates prevailing at transaction dates. Carrying values of monetary
     assets and  liabilities  are adjusted at each balance sheet date to reflect
     the exchange rate at that date.  Non-monetary  assets and  liabilities  are
     translated at the exchange rate on the original transaction date. Gains and
     losses from  restatement  of foreign  currency  monetary  and  non-monetary
     assets and  liabilities  are included in income.  Revenues and expenses are
     translated at the rates of exchange  prevailing on the dates such items are
     recognized in earnings.

     Financial  statements of the Company's Canadian  subsidiary,  Able Auctions
     (1991) Ltd. are translated into U.S. dollars using the exchange rate at the
     balance sheet date for assets and liabilities.  The functional  currency of
     Able  Auctions  (1991) Ltd. is the local  currency,  the  Canadian  dollar.
     Translation adjustments, if necessary, are recorded as a separate component
     of Stockholders' Equity.

     Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect the  reported  amount of assets and  liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amount of revenues  and  expenses
     during the period. Actual results could differ from these estimates.

     Cash and cash equivalents

     The Company  considers all  investments  with a maturity of three months or
     less to be cash equivalents.

     Inventory

     Inventory is stated at the lower of cost and net realizable value.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Software development

     The  Company  has  adopted   Statement  of  Position   98-1  ("SOP  98-1"),
     "Accounting  for the Costs of Computer  Software  Developed or Obtained for
     Internal Use", as its accounting policy for internally  developed  computer
     software  costs.  Under SOP 98-1,  computer  software costs incurred in the
     preliminary  development stage are expensed as incurred.  Computer software
     costs incurred during the application development stage are capitalized and
     amortized over the software's estimated useful life.

     Capital assets and depreciation

     Capital assets are recorded at cost less accumulated depreciation. The cost
     of capital assets is depreciated  using the declining balance method at the
     following rates:

         Computer equipment                                         30%
         Computer software                                          30%
         Furniture and fixtures                                     20%
         Equipment                                                  30%
         Trailers and trucks                                        20%
         Vehicles                                                   30%

     Leasehold  improvements are depreciated using the straight-line method over
     a period of 10 years.

     Revenue recognition

     The Company  generally  earns revenues from its auction  activities  either
     through  consignment sales, or through sales of inventory  purchased by the
     Company.  For consignment  sales, the Company earns auction fees charged to
     consignees,  and buyer's  premiums  charged to purchasers,  determined as a
     percentage  of the sale price.  For  inventory  sales,  the Company earns a
     profit or incurs a loss on the  sale,  to the  extent  the  purchase  price
     exceeds or is less than the purchase price paid for such inventory.

     For each type of auction revenue,  an invoice is rendered to the purchaser,
     and revenue is recognized by the Company,  at the date of the auction.  The
     auction  purchase  creates a legal  obligation  upon the  purchaser to take
     possession  of,  and pay for the  merchandise.  This  obligation  generally
     provides the Company with  reasonable  assurance of  collection of the sale
     proceeds, from which the Company's earnings are derived, including the fees
     from consignees and purchasers, as well as resale profits.

     Trademarks

     The cost of the trademark  acquired is being  amortized on a  straight-line
     basis over its life of fifteen years.

     Goodwill

     Goodwill  represents the excess of the cost of companies  acquired over the
     fair  value of their  net  assets  at  dates  of  acquisition  and is being
     amortized on a straight-line basis over 20 years.

     Advertising costs

     The Company recognizes advertising expenses in accordance with Statement of
     Position  98-7,  "Reporting on  Advertising  Costs".  As such,  the Company
     expenses the cost of  communicating  advertising in the period in which the
     advertising space or airtime is used.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Loss per share

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial  Accounting  Standards  No. 128,  "Earnings  Per Share" ("SFAS
     128").  Under  SFAS 128,  basic and  diluted  earnings  per share are to be
     presented.  Basic  earnings  per  share  is  computed  by  dividing  income
     available to common  shareholders by the weighted  average number of common
     shares  outstanding  in the year.  Diluted  earnings  per share  takes into
     consideration common shares outstanding  (computed under basic earnings per
     share) and potentially dilutive common shares.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
     asset or  liability  is  recorded  for all  temporary  differences  between
     financial and tax reporting and net operating loss carryforwards.  Deferred
     tax  expenses  (benefit)  results  from the net  change  during the year of
     deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation,"  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees."  Accordingly  compensation  cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133   "Accounting  for  Derivative
     Instruments  and  Hedging   Activities"   ("SFAS  133")  which  establishes
     accounting  and reporting  standards  for  derivative  instruments  and for
     hedging activities. SFAS 133 is effective for all fiscal quarters of fiscal
     years beginning after June 15, 1999. In June 1999, the FASB issued SFAS 137
     to defer the effective date of SFAS 133 to fiscal  quarters of fiscal years
     beginning  after June 15, 2000.  The Company does not  anticipate  that the
     adoption of the statement  will have a significant  impact on its financial
     statements.

     Reporting on costs of start-up activities

     In April 1998,  the American  Institute of  Certified  Public  Accountant's
     issued  Statement  of  Position  98-5  "Reporting  on the Costs of Start-Up
     Activities" ("SOP 98-5") which provides guidance on the financial reporting
     of start-up  costs and  organization  costs.  It requires costs of start-up
     activities and organization  costs to be expensed as incurred.  SOP 98-5 is
     effective for fiscal years  beginning  after December 15, 1998 with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle.  The adoption of SOP-98-5 by the Company  during the year had no
     effect on its financial statements.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Comprehensive income

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  This  statement
     establishes  rules  for  the  reporting  of  comprehensive  income  and its
     components.


4.   CAPITAL STOCK

     Stock split and dividend

     a)   On September 2, 1998,  the Company  implemented  a 200:1 forward stock
          split. On July 20, 1999, the Company effected a stock dividend of four
          shares for every one share of record.  On July 21,  1999,  the Company
          implemented  a 5:1 forward  stock split and on September 5, 1999,  the
          Company  implemented  a 4:1  reverse  stock  split.  The  consolidated
          statements  of changes in  stockholders'  equity have been restated to
          give  retroactive  recognition  of the stock splits and stock dividend
          for all  periods  presented  by  reclassifying  from  common  stock to
          additional  paid-in  capital  the par  value  of  consolidated  shares
          arising  from  the  splits  and  stock  dividend.  In  addition,   all
          references  to number of shares and per share  amounts of common stock
          have been restated to reflect the stock splits.

     b)   On March 26, 1999,  the Company issued  53,750,000  shares at a deemed
          value of $8,600 as payment of fees for services received.

     c)   On April 12, 1999,  the Company  issued  5,312,500  shares at a deemed
          value of $850 as payment of fees for services received.

     d)   On July 19, 1999, the Company  received from a shareholder  50,000,000
          shares  which  were  previously  issued  for  services  rendered,  and
          returned these shares to treasury for cancellation.

     e)   During the year, the Company  completed a private placement whereby it
          issued 1,094,057 post consolidation units at a price of $3.20 per unit
          for  total  consideration  in the  amount  of  $3,500,980.  Each  unit
          consists of one  restricted  common share and half of a share purchase
          warrant.  Each whole  warrant  will  entitle the holder to purchase an
          additional restricted common share at a price of $3.20 per share until
          August 24, 2000 and at $4.00 per share until August 24, 2001.

     f)   On October 18,  1999,  the Company  issued  60,000  shares at a deemed
          value of $168,000  for the  purchase of assets of Ross  Auctioneers  &
          Appraisers Ltd.

5.   WARRANTS

     As at December 31, 1999, he Company has 547,029 warrants outstanding.  Each
     warrant will entitle the holder to purchase a restricted  common share at a
     price of $3.20 per share until  August 24, 2000 and at a price of $4.00 per
     share until August 24, 2001.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================


6.       CAPITAL ASSETS

<TABLE>
         ====================================================================================================================
                                                                                                     Net Book Value
                                                                               Accumulated ----------------- ----------------
                                                                     Cost     Depreciation              1999             1998
         --------------------------------------------------------------------------------------------------------------------
        <S>                                              <C>               <C>              <C>               <C>
         Computer equipment                              $      994,538    $      150,825   $      843,713    $           -
         Computer software                                      130,040            21,056          108,984                -
         Furniture and fixtures                                  13,734             6,950            6,784                -
         Leasehold improvements                                  15,004               750           14,254                -
         Equipment                                              168,000             6,300          161,700                -
         Trailers and trucks                                      4,751             1,520            3,231                -
         Vehicles                                                41,142             8,949           32,193                -
                                                        ---------------   ---------------  ---------------   --------------
                                                        $     1,367,209   $       196,350  $     1,170,859   $            -
         ===================================================================================================================
</TABLE>


7.   WEB SITE DEVELOPMENT COSTS

     Web  site  development  costs  of  $95,805  (net of  amortization  costs of
     $10,645)  (December  31, 1998 - $Nil) is comprised of hardware and software
     costs  incurred by the Company in  developing  its web site.  The Company's
     amortization  policy concerning these costs is to amortize the costs over a
     period of five years commencing from the date of operations.

8.   BUSINESS COMBINATION

     During the year, the Company entered into an acquisition  agreement whereby
     the Company  acquired all the  outstanding  shares of Able Auctions  (1991)
     Ltd.  ("Able").  The Company  issued  1,843,444  of its common  shares at a
     deemed  value of $73,738  and paid  $545,305 to acquire the shares of Able.
     The Company also paid an additional $504,695 for shareholders' loans.

     The total purchase price of $1,123,738 has been allocated as follows:

       Cash                                                     $      347,474
       Accounts receivable                                             140,982
       Inventory                                                       215,194
       Prepaid expenses                                                 36,114
       Capital assets                                                  780,551
       Goodwill                                                        667,127
       Accounts payable and accrued liabilities                       (136,863)
       Loan payable                                                   (878,377)
       Obligation under capital lease                                  (48,464)
                                                                --------------
                                                                $    1,123,738

     Goodwill will be amortized on a straight-line  basis over a 20 year period.
     During the year,  the  Company  amortized  $11,972 of  goodwill,  leaving a
     balance of $655,155 at December 31, 1999.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



9.   SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

     =========================================================================
                                                           1999          1998
     -------------------------------------------------------------------------
     Cash paid for income taxes                       $      -       $      -
     Cash paid for interest                                  -              -
     =========================================================================

     The following  non-cash  operating,  investing  and financing  transactions
     occurred during the year ended December 31, 1999:

     a)   The Company  issued  9,062,500  common  shares,  at a deemed  value of
          $9,450, for consulting services received.

     b)   The Company issued 1,843,444 shares at a deemed value of $73,738,  for
          the purchase of Able Auctions (1991) Ltd.

     c)   The Company  issued 60,000 shares of common stock at a deemed value of
          $168,000 to purchase the assets of Ross Auctioneers & Appraisers Ltd.

     There were no non-cash  operating,  investing  and  financing  transactions
     during the year ended December 31, 1998.

10.  ACCUMULATED OTHER COMPREHENSIVE LOSS

     Total comprehensive loss for the year ended December 31, 1999, and the year
     ended  December 31, 1998 was $1,328,047  and $Nil,  respectively.  The only
     item included in other  comprehensive loss is foreign currency  translation
     adjustments  in the amounts of $11,445 for the year ended December 31, 1999
     and $Nil for the year ended December 31, 1998.

<TABLE>
============================================================================ =================
                                                                    Foreign       Accumulated
                                                                   Currency             Other
                                                                Translation     Comprehensive
                                                                 Adjustment            Income
---------------------------------------------------------------------------- -----------------
<S>                                                       <C>               <C>
Beginning balance, December 31, 1998                       $             -   $             -
Current period change                                                11,445            11,445
                                                           ----------------  ----------------
Ending balance, December 31, 1999                          $         11,445  $         11,445
============================================================================ =================
</TABLE>


11.  INCOME TAXES

     The Company's total deferred tax asset is as follows:

     ===========================================================================
                                                             1999          1998
     ---------------------------------------------------------------------------
     Net operating loss carryforward                 $    610,361   $     2,445
     Valuation allowance                                 (610,361)       (2,445)
                                                     -------------  ------------
                                                     $         -    $          -
     ===========================================================================

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $1,300,000  which  expires in the year 2006.  The  Company  provided a full
     valuation  allowance on the deferred tax asset  because of the  uncertainty
     regarding realizability.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



12.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other  than a date.  Although  the change in date has
     occurred,  it is not possible to conclude that all aspects of the Year 2000
     Issue that may affect the entity,  including  those  related to  customers,
     suppliers, or other third parties, have been fully resolved.

13.  RELATED PARTY TRANSACTIONS

     During the year ended  December  31,  1999,  the  following  related  party
     transactions occurred:

     a)   The  Company  purchased  computer  equipment,  software  and web  site
          development costs in the amount of $469,940, from a company controlled
          by a director of the Company.

     b)   The Company paid $238,278 in management  fees to a company  controlled
          by a director of the Company.

     c)   The Company issued 5,312,500 common shares with a deemed value of $850
          for consulting  services to a company  controlled by a former director
          of the Company.

     d)   Included  in  accounts  payable  is an  amount of  $237,849,  which is
          payable to a company controlled by a director of the Company.

     e)   The Company issued 1,843,444 common shares, which is approximately 10%
          of the total shares  outstanding as at December 31, 1999, to a Company
          controlled  by a director of the Company for the  acquisition  of Able
          Auctions (1991) Ltd.

     There were no related party  transactions  for the year ended  December 31,
     1998.

14.  SUBSEQUENT EVENTS

     Subsequent  to December  31,  1999,  the Company  completed  the  following
     transactions:

     a)   The Company  completed a private  placement  of  1,000,000  units at a
          price of $5.00 per unit for total  proceeds of  $5,000,000.  Each unit
          consists of one share of common stock and one  non-transferable  share
          purchase  warrant.  Each  warrant  entitles the holder to purchase one
          additional  share of common  stock at a price of $5.00 until  February
          25, 2001 and at a price of $6.00 until February 25, 2002.

     b)   The Company, through its wholly owned subsidiary,  acquired all of the
          business  assets of Falcon  Trading,  Inc.  ("Falcon")  for a purchase
          price of $360,805,  which was paid by issuing  53,405 shares of common
          stock  of the  Company  at a deemed  price of  $6.756  per  share.  In
          addition,  the Company  granted stock options to purchase an aggregate
          of 105,000  shares of common stock for five years,  with 75,000 of the
          options  exercisable  at $6.756  per share  and the  remaining  30,000
          options exercisable at $8.00 per share, subject to vesting criteria.

     c)   The Company  signed a binding  letter of intent to  purchase  Mesler's
          Auction House ("Mesler's") of Scottsdale, Arizona. Under the letter of
          intent,  the  Company  has  agreed to  purchase  Mesler's  assets  for
          $500,000,  which will be payable  by  $255,000  in cash and by issuing
          30,625 (issued) shares of the Company.  The Company has also agreed to
          purchase  real estate and a building  from  Mesler's  for  $3,500,000,
          which will be paid by  $1,200,000  in cash,  $1,050,000  by assuming a
          mortgage on the property, and by issuing shares of the Company for the
          balance at a deemed  price of $8.00 per share.  The Company has issued
          155,486 shares of common stock,  pursuant to the above obligation.  In
          addition,  the Company  will  purchase  the  inventory of Mesler's for
          $450,000 in cash.  On closing,  the Company  will grant to Mesler's an
          option to  purchase  150,000  shares  of common  stock at the price of
          $8.00 per share for a term to be determined by the Company's  Board of
          Directors.


<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



14.  SUBSEQUENT EVENTS (cont'd.....)

     d)   The Company has signed a Letter of Intent to acquire  Ehli's  Auctions
          for  $1,100,000,  which will be payable  by  $600,000  in cash and the
          balance of $500,000 by issuing  63,163 shares of the Company's  common
          stock at a deemed price of $7.916 per share.  On closing,  the Company
          will grant stock options to purchase  40,000 shares of common stock of
          the  Company  at the  market  price per share at the time of  closing,
          subject to performance based vesting criteria.

     e)   The  Company  granted  102,500  stock  options at a price of $5.00 per
          common stock, exercisable to January 18, 2005.


15.  STOCK BASED COMPENSATION EXPENSE

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation",  encourages  but does not require  companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees".  Accordingly,  compensation cost for stock options is
     measured as the excess,  if any, of quoted  market  price of the  Company's
     stock  at the  date  of  grant  over  the  option  price.  No  stock  based
     compensation has resulted from the use of this standard.

     Following is a summary of the status of the plan during 1999 and 1998:

<TABLE>
         ==========================================================================================
                                                                                          Weighted
                                                                                           Average
                                                                            Number        Exercise
                                                                         of Shares           Price
         ------------------------------------------------------------------------------------------
        <S>                                                             <C>             <C>
         Outstanding at December 31, 1997 and 1998                               -         $     -

             Granted                                                       812,500         $  3.20
             Forfeited                                                           -         $     -
             Exercised                                                           -         $     -
                                                                      ------------
         Outstanding at December 31, 1999                                  812,500         $  3.20
         ==========================================================================================
</TABLE>

     Following is a summary of the status of options outstanding at December 31,
     1999:

<TABLE>
                                     Outstanding Options                      Exercisable Options
                          ------------------------------------------    ------------------------------
                                             Weighted
                                              Average       Weighted                          Weighted
                                            Remaining        Average                           Average
                                          Contractual       Exercise                          Exercise
Exercise Price                  Number           Life          Price            Number           Price
-------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>          <C>               <C>            <C>
$ 3.20                         812,500          4.79         $  3.20           652,500        $  3.20
=======================================================================================================
</TABLE>



<PAGE>

ABLEAUCTIONS.COM, INC.
(formerly J.B. Financial Services, Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
================================================================================



15.  STOCK BASED COMPENSATION EXPENSE (cont'd.....)

     Compensation

     Had  compensation  cost been recognized on the basis of fair value pursuant
     to Statement of Financial  Accounting  Standards No. 123, net loss and loss
     per share would have been adjusted as follows:

     ===========================================================================

                                                            1999           1998
     ---------------------------------------------------------------------------
     Net loss
         As reported                               $  (1,339,492) $        (944)
                                                   ============== ==============
         Pro forma                                 $  (2,968,281) $        (944)
                                                   ============== ==============
     Basic and diluted loss per share
         As reported                               $       (0.10) $           -
                                                   ============== ==============
         Pro forma                                 $       (0.22) $           -
     ===========================================================================

     The fair value of each option granted is estimated  using the Black Scholes
     Model. The assumptions used in calculating fair value are as follows:

    ========================================================================

                                                             1999       1998
    ------------------------------------------------------------------------
    Risk-free interest rate                               6.014%       -
    Expected life of the options                         2 years       -
    Expected volatility                                     193%       -
    Expected dividend yield                                 -          -
    ========================================================================


<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number              Description
------              -----------

 2.1(1)             Share  Purchase  Agreement  dated July 9, 1999 among  Dexton
                    Technologies  Corporation,  Able Auctions  (1991) Ltd.,  and
                    Ableauctions.com,  Inc., as amended by Addendum dated August
                    16, 1999.

 2.4(1)             Agreement and Plan of Reorganization  dated February 1, 2000
                    among Falcon Trading, Inc.,  Ableauctions.com  (Washington),
                    Inc., and Ableauctions.com, Inc.

 2.5(3)             Asset Purchase Agreement dated March 20, 2000 among Mesler's
                    Auction   House   of   Scottsdale,   LLC,   Ableauctions.com
                    (Washington), Inc., and Ableauctions.com, Inc.

 2.6(3)             Purchase and Sale Agreement dated March 20, 2000 between C&C
                    Capital Investment, Inc. and Ableauctions.com  (Washington),
                    Inc.

 3.1(1)             Articles  of  Incorporation,  as  amended  (incorporated  by
                    reference  to Exhibits  3.1,  3.2,  3.3,  3.4 and 3.5 of the
                    Registrant's Registration Statement on Form 10-SB).

 3.2(2)             Bylaws  (Incorporated  by  reference  to Exhibit  3.6 of the
                    Registrant's Registration Statement on Form 10-SB.

10.1(1)             1999  Stock  Option  Plan  with  Form  of  Option  Agreement
                    (Incorporated   by   reference   to   Exhibit   4.2  of  the
                    Registrant's Registration Statement on Form S-8.

10.2(1)             Form of Stock Option Agreement

10.3(1)             Share  Purchase  Agreement  dated April 1, 1998 among Jeremy
                    Dodd,  Dexton  Technologies  Corporation,  and Able Auctions
                    (1991) Ltd.

10.4(1)             Share  Purchase  Agreement  dated July 9, 1999 among  Dexton
                    Technologies  Corporation,  Able Auctions  (1991) Ltd.,  and
                    Ableauctions.com,  Inc., as amended by Addendum dated August
                    16, 1999

10.5(1)             Contribution  Agreement  dated July 15, 1999 between Douglas
                    McLeod  and  Ableauctions.com,  Inc.  (then  J.B.  Financial
                    Services,  Inc.)  regarding  Mr.  McLeod's  contribution  of
                    8,000,000 shares of common stock to the Company's treasury

10.6(1)             Asset Purchase Agreement dated September 20, 1999 among Ross
                    Auctioneers & Appraisers  Ltd.,  Able Auctions  (1991) Ltd.,
                    and Ableauctions.com, Inc.

10.7(1)             Asset Purchase  Agreement  dated  September 20, 1999 between
                    John Carrier dba LJM Computer  Resources  and Able  Auctions
                    (1991)   Ltd.    regarding   the   web   site   located   at
                    www.bcbids.com.

10.8(1)             Bill of Sale dated  September  20,  1999  between  Ronald H.
                    Smallwood and Able Auctions (1991) Ltd. regarding the domain
                    name "bcbids.com".

10.9(1)             Employment  Agreement  dated September 20, 1999 between Able
                    Auctions (1991) Ltd. and Richie Smallwood.

10.10(1)            Subscription   Agreement   dated  July  20,   1999   between
                    Ableauctions.com, Inc. and Silicon Capital Corp.



<PAGE>

Exhibit
Number              Description
------              -----------

10.11(1)            Consulting  Agreement  dated  August 24, 1999  between  Able
                    Auctions (1991) Ltd. and Dexton Technologies Corporation

10.12(1)            Investor  Relations   Agreement  dated  September  15,  1999
                    between Ableauctions.com, Inc. and North Star Communications
                    Inc.

10.13(1)            Investor  Relations  Agreement dated October 1, 1999 between
                    Ableauctions.com, Inc. and European Investor Services Ltd.

10.14(1)            Lease  Agreement  dated  September 1, 1999  between  Derango
                    Resources Inc. and Ableauctions.com, Inc.

10.15(1)            Sublease dated August 22, 1999 between HGP Glass  Industries
                    of Canada Inc. and Ableauctions.com, Inc.

10.16(2)            Proposal  by  Compaq   Computer   and   accepted  by  Dexton
                    Technologies   Corporation   dated   September   1999,   for
                    installation of Distributed Internet Server Array (DISA).

10.17(2)            Internet  Business  Services  Agreement by and between Telus
                    Advanced Communications and Dexton Technologies  Corporation
                    dated September 14, 1999.

10.18               Investor Relations  Agreement dated February 3, 2000 between
                    Ableauctions.com, Inc. and KCSA Public Relations Worldwide

21.1                Subsidiaries of the Registrant.

23.1(1)             Consent of Barry L. Friedman.

23.2                Consent of Davidson and Company.

24.1                Power of Attorney (included on signature page).

27.1                Financial Data Schedule.
---------------------

(1)  Previously filed on November 13, 1999 on Form 10-SB.
(2)  Previously filed on December 30, 1999 on Form 10-SB/A.
(3)  Previously filed on April 4, 2000 on Form 8-K.