UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  
 AMENDMENT NO. 1
TO
FORM 10-K/A











x    ANNUAL REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year endedDecember 31, 2008





r    TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from_______________________





Commission file number  001-15931





ABLEAUCTIONS.COM, INC.(Name of registrant in its charter)





Florida
(State or other jurisdiction of incorporation or organization)
59-3404233
(I.R.S. Employer Identification No.)





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





Issuer’s telephone number  604-521-3369





Securities registered pursuant to Section 12(b) of the Act:





Title of each class
Name of each exchange on which registeredCommon Stock, $0.001 par value
NYSE Alternext US





Securities registered pursuant to Section 12(g) of the Act:





Common Stock - $0.001 par value(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  r Yes  x No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  r Yes  x No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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 r





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.





Large accelerated filer r                                                                                                             Accelerated
filer r


Non-accelerated filer r (Do not check if a smaller reporting company)           Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). r Yes   x No


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $4,860,211
 
 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 16, 2009 the number of shares of the registrant’s classes of common stock outstanding was 5,906,957.
 
 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (eg., Part 1, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933.  The listed documents should be clearly described for identification purposes.















EXPLANATORY NOTE
 
 On August 31, 2009 we received a comment letter from the Securities and Exchange Commission relating to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which we filed with the Securities and Exchange Commission on March 25, 2009 (the “Original Report”).  The primary purpose of this amendment
to the Original Report (the “Amendment”) is to respond to the comment letter.
  In this Amendment we have revised Item 9A, “Disclosure Controls and Procedures”.
 
 This Amendment includes information contained in the Original Report, and we have made no attempt in the Amendment to modify or update the disclosures presented in the Original Report, except as identified above.  The disclosures in this Amendment continue to speak as of the date of the Original Report, and do not reflect
events occurring after the filing of the Original Report.  Accordingly, this Amendment should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings.  The filing of this Amendment shall not be deemed to be an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement
not misleading.
  Item 9A.       Disclosure Controls and Procedures
  Internal Control over Financial Reporting
 
 (a) Management’s annual report on internal control over financial reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s
principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
 ·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
 ·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
 ·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
 
 
 Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework.  Based on management’s assessment, management has concluded that, for the reasons set forth below, as of December 31, 2008 our internal control over financial reporting was not effective.
 
 Our business is a small and efficient operation with only 6 management employees.  As a result, we do not have the number of staff necessary to adequately segregate each and every duty in certain areas.  This is also true of our subsidiaries, many of which have only a limited number of employees.
 
 In order to remediate this weakness, we will need to hire a number of additional employees.  Until we are able to hire additional employees to remediate this weakness, management has determined to report more frequently to our audit committee and to have members of our audit committee review our control procedures on a regular
basis.
 
 This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit the Company to provide only management's report in this Annual Report.
 
 (b) Changes in internal control over financial reporting
  There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act) during the fourth quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
  
 ITEM 15.     Exhibits
 
 31.1
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) (4) of Chief Executive Officer *31.2
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) (4) of Chief Financial Officer *32
Certification Pursuant to Section 1350 of Title 18 of the United States Code of Chief Executive Officer and Chief Financial Officer*
 * Filed herewith.
   
  SIGNATURES
  
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 Date:  September 25, 2009
/s/ Abdul LadhaAbdul Ladha, President and Chief Financial Officer
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, 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
Abdul Ladha
Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
September 25, 2009/s/ Abdul Ladha
Abdul Ladha
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
September 25, 2009