FORM 10-KSB/A

Amendment No. 1

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, 2004 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                                                        |  | 59-3404233                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|1963 Lougheed Highway
Coquitlam, British Columbia Canada       |  | V3K 3T8                             
|(Address of principal executive offices)                       |  | (Zip Code)                          



Issuers telephone number:  (604) 521-3369



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.   []



State issuers revenues for most recent fiscal year:  $4,423,171



The number of shares of the Registrants common stock, par value $0.001 per share, outstanding as of March 15, 2005 was 62,366,834.  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on March 15, 2005, based on the average bid and ask price on the American Stock Exchange as of such date, was approximately $39,291,105

Documents Incorporated by Reference:  None.



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









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EXPLANATORY NOTE

Ableauctions.com, Inc. (referred to in this discussion as we, us or our) is amending our Annual Report on Form 10-KSB for the period ended December 31, 2004 (the Original Report) for the purpose of correcting certain errors in our financial statements.



This Form 10-KSB/A includes all of the information contained in the Original Report, and we have made no attempt in this Form 10-KSB/A to modify or update the disclosures presented in the Original Report, except as identified above.



The disclosures in this Form 10-KSB/A 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 Form 10-KSB/A should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.  The filing of this Form 10-KSB/A shall not be deemed 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.



The changes to our financial statements for the year ended December 31, 2004 include the following:



In March 2006, while preparing our financial statements for the year ended December 31, 2005, we determined that certain balances as at December 31, 2004 required adjustment.



During the year ended December 31, 2004, we recorded marketable securities at cost.  While preparing our financial statements for the year ended December 31, 2005, we determined that the marketable securities should have been recorded at fair value.   The effect of the necessary restatement is an increase to the carrying amount of marketable securities by $269,474 and to increase investment income by $269,474 for the fourth quarter of 2004.



Additionally, while preparing our financial statements for the year ended December 31, 2005, we determined that certain accounts receivable at December 31, 2004, which had been outstanding for over one year, should have been offset by an allowance for doubtful accounts.   We restated our 2004 financial statements to reflect a provision for bad debt related to these accounts.  The effect of this restatement is to decrease the carrying value of accounts receivable by $200,524, increase bad debts expense by $192,531, and decrease accumulated other comprehensive income by $7,991 for the fourth quarter.



The following presents the effect on the Companys previously issued financial statements for the years ended December 31, 2004:



Balance Sheet as at December 31, 2004:



|                                              |              |  |            |  |              | 
|--------------------------------------------- | ------------ |  | ---------- |  | ------------ | 
|                                              | Previously   |  | Increase   |  |              | 
|                                              | Reported     |  | (Decrease) |  | Restated     | 
|Marketable securities                         | $
8,376,096  |  | $
269,474  |  | $
8,645,570  | 
|Accounts receivable  trade, net of allowance | 1,061,963    |  | (200,524)  |  | 861,439      | 
|Accumulated other comprehensive income (loss) | 78,016       |  | (7,991)    |  | 70,025       | 
|Deficit                                       | (25,368,953) |  | 76,941     |  | (25,292,012) | 



Statement of operations for the year ended December 31, 2004:



|                                                                         |            |  |            |  |           | 
|------------------------------------------------------------------------ | ---------- |  | ---------- |  | --------- | 
|                                                                         | Previously |  | Increase   |  |           | 
|                                                                         | Reported   |  | (Decrease) |  | Restated  | 
|Bad debts                                                                | $
39,212   |  | $
192,531  |  | $
231,743 | 
|Management fees, salaries and benefits                                   | 346,182    |  | 35,111     |  | 381,293   | 
|Expenses                                                                 | 1,469,767  |  | 187,642    |  | 1,657,409 | 
|Investment income                                                        | 346,212    |  | 304,583    |  | 650,795   | 
|Income from continuing operations                                        | 462,166    |  | 76,941     |  | 539,107   | 
|Income for the year                                                      | 421,246    |  | 76,941     |  | 498,187   | 
|Basic and diluted earnings per share  Income from continuing operations | 0.008      |  | 0.002      |  | 0.010     | 
|Basic and diluted earnings per share  Income for the year               | 0.007      |  | 0.002      |  | 0.009     | 



Statement of comprehensive loss for the year ended December 31, 2004:



|                                  |               |  |                 |  |             | 
|--------------------------------- | ------------- |  | --------------- |  | ----------- | 
|                                  | Previously    |  | Increase        |  |             | 
|                                  | Reported      |  | (Decrease)      |  | Restated    | 
|Income for the year               | $     421,246 |  | $        76,941 |  | $   498,187 | 
|Other comprehensive income        | 63,036        |  | (7,991)         |  | 55,045      | 
|Consolidated comprehensive income | 484,282       |  | 68,950          |  | 553,232     | 



Statement of cash flows for the year ended December 31, 2004:



|                                                      |             |  |               |  |             | 
|----------------------------------------------------- | ----------- |  | ------------- |  | ----------- | 
|                                                      | Previously  |  | Increase      |  |             | 
|                                                      | Reported    |  | (Decrease)    |  | Restated    | 
|Income (Loss) for the year from continuing operations | $
462,166   |  | $      76,941 |  | $
539,107   | 
|(Increase) Decrease in marketable securities          | (5,498,895) |  | (269,474)     |  | (5,768,369) | 
|(Increase) Decrease in accounts receivable            | (642,042)   |  | 200,524       |  | (441,518)   | 
|Change in cash and cash equivalents for the year      | (622,179)   |  | 7,991         |  | (614,188)   | 
|Effect of exchange rates on cash                      | 71,415      |  | (7,991)       |  | 63,424      | 

The net effect of the correction is an increase of $76,941 in income from continuing operations, and a similar increase in the net income for the year.  As a result of the correction, the basic and diluted earnings per share also increased by $0.002 per share for income from continuing operations, and increased by $0.002 per share for the net income.

The changes to the figures for 2004 year also include certain reclassifications made to conform to the presentation adopted for the 2005 year.



NOTE REGARDING FORWARD LOOKING STATEMENTS



Certain information contained herein constitutes forward-looking statements, including without limitation statements relating to goals, plans and projections regarding the Companys financial position and the Companys business strategy.  The words or phrases would be, will allow, intends to, may result, are expected to, will continue, anticipates, expects, estimate, project, indicate, could, potentially, should, believe, considers or similar expressions are intended to identify forward-looking statements, as well as all projections of future results of operations or earnings.  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 expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, the following:  risks related to risks of technological change; the Registrants dependence on key personnel; the Registrants dependence on marketing relationships with auction houses, third party suppliers and strategic partners such as eBay; the Registrants ability to protect its intellectual property rights; government regulation of Internet commerce and the auction industry; dependence on continued growth in use of the Internet; risks of technological change; capacity and systems disruptions; uncertainty regarding infringing intellectual property rights of others and the other risks and uncertainties described in this report.



We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this filing.  Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events that may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this filing.  Please read carefully the risk factors disclosed in this report and in other filings we make with the Securities and Exchange Commission.









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PART I



Item 1.

Description of Business



Overview



We are a liquidation business and an on-line auction facilitator.  As an auction facilitator, we provide software platforms and services to third parties to give them the ability to conduct auctions over the Internet.  We earn our revenues from the following sources:



Liquidation Services - We sell merchandise through our liquidation stores, auctions and the operations of our subsidiary, Unlimited Closeouts, Inc. in California.   We also generate revenues through our inventory brokerage services at iTrustee.com (www.itrustee.com).



Auction Broadcast Services  We broadcast business and industrial auctions over the Internet for auctioneers and members of the National Auctioneers Association (NAA).  These auctions are facilitated using our proprietary technology (www.ableauctions.com/technology) through the website NAALive.com (www.NAALive.com).  Additionally, we broadcast antique and collectible auctions over the Internet for numerous galleries and auction houses throughout the world.  These auctions are facilitated using eBays live auction technology through the iCollector.com website (www.iCollector.com).  We also provide auction-related products and services for a fee (www.icollectorlive.com/services.aspx).



Point-of-Sale (POS) Services - Through our subsidiary, Rapidfusion Technologies, Inc. (www.rapidfusion.com/technology), we sell to retailers, install and support our proprietary point-of-sale (POS) sales processing and reporting system.



Our objective is to become a leading provider of liquidation and on-line auction broadcasting services.  We believe that our long term success relies on our ability to maintain and provide technology, products and services to auctioneers and liquidators worldwide.



While we have maintained overall profitability and positive cash flow over the last two years, not all of our operations achieve positive operating results.  We still incur losses from certain operations, such as the auctions we conduct for NAA, that are in the development stage.  We are able to maintain positive cash flow from the revenues that are produced by our remaining operations and from the interest and dividends earned by our investments.



Our outlook is long term.  Even though certain of our sectors experience operating losses now, we believe that by continuing to develop and expand them, they will achieve profitability in the long term.



History



We were incorporated under the laws of the state of Florida as J. B. Financial Services, Inc. on September 30, 1996.  We changed our name to Ableauctions.com, Inc. on July 19, 1999.  From the date of our incorporation until August 24, 1999, we had no material business and no material revenues, expenses, assets or liabilities.



On August 24, 1999, in exchange for shares of our common stock and cash, we acquired all of the assets and the business operations of Able Auctions (1991) Ltd., a British Columbia corporation engaged in the business of auctioning used equipment, office furnishings and other merchandise.  We acquired all of the issued and outstanding common stock of Able Auctions (1991) Ltd. from Dexton Technologies Corporation, a British Columbia corporation.  Our intent in acquiring the assets and business operations of Able Auctions (1991) Ltd. was to expand its bricks and mortar operations.  We also decided to develop an on-line auction technology.



Because of the significant costs related to traditional auction businesses, such as maintaining a physical auction site and employees necessary to staff the auctions, we decided to abandon our plan to expand our bricks and mortar operations through continued acquisitions of auction businesses.  Furthermore, we no longer staff or operate our bricks and mortar auction businesses.  Instead, during the 2004 fiscal year we engaged third parties to conduct auctions for us on a commission basis at our U.S. and Canadian locations, which are in Washington, California, Ontario and British Columbia.



While our business has evolved away from conducting auctions through bricks and mortar operations, we have expanded our on-line auction operations and branched out into excess inventory liquidation.  We intend to continue to grow these business sectors.



Liquidation Services



During 2004, we expanded our business to include the liquidation of excess inventory.  We incorporated Unlimited Closeouts, Inc., which contacts major manufacturers and importers to purchase overstocks, order cancellations and discontinued products.  Unlimited Closeouts then sells the merchandise to major retail chains, other resellers or the public.  We developed iTrustee.com to increase the exposure to auctioneers of inventories that are in the possession of bankruptcy trustees, liquidators or others who need to sell merchandise quickly.



By expanding our business to include liquidations, we increased our revenues significantly in 2004, earning commissions ranging from 10% to 25% of the inventory that is sold.

Our liquidation operations are currently dependant on two persons.  If we were to lose our current operators, the loss could have a material adverse effect on this sector of our business and on our results of operations.



Auction Broadcast Services



We now provide technology and related services to auction houses and galleries to enable them to broadcast auctions live over the Internet, either through eBay Live Auctions or through the use of our proprietary technology.



In a traditional bricks and mortar auction setting, prior to the auction users must register to qualify as bidders.  Up until the start of an auction, users are able to preview the merchandise and submit absentee bids.  Once the auction begins, the registered users bid against each other for merchandise auctioned at a physical location with the auctioned merchandise being sold to the highest bidder.  A typical auction may draw 500 people and have 1,000 lots of merchandise.



Through our auction broadcast services, as used with our proprietary technology or the eBay Live Auctions platform, auction houses and galleries are now empowered with technology that enables them to broadcast their auctions over the Internet in real-time, allowing online bidders to bid against bidders physically present at the location.  Like a traditional bricks and mortar auction, users register on-line before the auction begins in order to qualify as bidders, to preview the merchandise and to place absentee bids.  Once the auction begins, online bidders bid from their computers in real-time against bidders present at the location (floor bidders) and against each other.  Online bidders are invoiced electronically for their winning bids and are able to remit payment electronically.  We believe that our technology and services make the online purchase of auction merchandise more convenient for consumers.  For auction businesses, we believe that this technology can increase the size of auction audiences by increasing exposure to auctions, increase the final hammer price for merchandise sold and lower overall transaction costs.



We have also developed technology that manages the back-end of the auction, enabling auctioneers to run auctions more efficiently, providing them with tools to automate invoicing, collect payment, track lot popularity, view bidder statistics and demographics, and print graphic reports.



iCollector



Through our subsidiaries, iCollector.com Technologies Ltd. and iCollector International Ltd. (collectively referred to as iCollector throughout this Annual Report), we broadcast auctions live over the Internet using eBays live auction technology and its platform, eBay Live Auctions.  iCollector represents antique, fine art and premium collectible auction houses and galleries, whose inventories typically include fine and decorative arts, modern and contemporary art, memorabilia, wine, fine furniture and collectibles that are obtained primarily from countries Europe, Canada and the United States.  iCollector catalogues its clients inventory and hosts the inventory on its website located at www.icollector.com.  Using eBays live auction technology, iCollector also provides auction-related products and services to galleries and auction houses for a fee, so that the auctions can be conducted on eBay Live Auctions more efficiently.   We provide galleries and auction houses with tools to automate invoicing, collect payment, track lot popularity, view bidder statistics and demographics, and print graphic reports.  In March 2005, we renewed our agreement with eBay to facilitate live auctions between the auctions houses that are represented by iCollector and eBay Live Auctions.  During the 2004 fiscal year, iCollector facilitated 279 auction sessions.  The fees charged to these auction house clients, $1,500 per auction plus 5% of the value of the merchandise sold online, are shared equally between us and eBay.



Through iCollector, we have established a consortium consisting of a number of auction companies with the objective of implementing our live auction technology and solidifying our relationship with eBay Live Auctions.We have also partnered with other service providers in the art, antique and collectible market place in order to further expand our business.



The majority of our services relating to the antique and collectible business and the broadcast of auctions on eBay Live Auctions are dependant on eBay, the performance of its live auction platform, its continued operation of the platform, and our working relationship with it.  A disruption in any of the above may have a material adverse affect on our results of operations.







NAALive



We have partnered with the National Auctioneers Association (NAA) to serve as its exclusive online auction contractor to broadcast business and industrial equipment auctions for its members on the website www.NAALive.com.  We provide these services to NAAs 7,000 members with technology that we have developed.  This platform is the only web cast technology for live online auctions endorsed by the National Auctioneers Association.



Founded in 1948, the NAA membership is comprised of approximately 7,000 auctioneers worldwide with members in every state in the United States.  NAA members represent every facet of the auction industry, including, but not limited to, real estate, automotive, fine art, livestock, equipment and manufacturing.



We charge NAALive clients a fee of $125 per auction plus 1.5% of the value of the products sold online and we pay the NAA up to 20% in joint marketing fees.  Through NAALive, we facilitated 164 auction sessions in 2004.



As with our iCollector operations, we have developed similar technology, systems and processes to manage the back-end of auction operations and to broadcast live auctions over the Internet, applying our experience in managing and operating auction houses with Internet broadcasting capabilities.  Our technology enables auctioneers run auctions more efficiently, providing them with tools to automate invoicing, collect payment, track lot popularity, view bidder statistics and demographics, and print graphic reports.



Like our relationship with eBay Live Auctions, our relationship with the NAA is important to us.  If the NAA ceased allowing us to host its auctions, it would have a material adverse effect on our results of operations.



Point of Sale (POS) Software and Services



We also earn revenues from our subsidiary, Rapidfusion Technologies, Inc.  We acquired this subsidiary in October 2003.  Rapidfusion has developed point-of-sale software and services for retailers.  Users of these products and services may select from the following packages that we offer:



·

The POS2004 Professional Single-User (Retail $3,000) is our full-featured version for medium to large stores needing a comprehensive standalone point of sale solution and is upgradeable to multi-user version.



·

The POS2004 Professional Multi-User (Retail $3,750) is for medium to large stores requiring two or more terminals in one complete point of sale solution (back office terminal for inventory management, store-front terminals for sales processing).



·

The POS2004 Professional Head Office Solution (Retail $4,000) is designed to manage multiple store branches from one central terminal.   This version includes central control for purchase orders, inventory control, and customer database, and is able to consolidate data and track sales for multiple store branches.



Competition



We face competition from traditional auctioneers and from online auction companies that seek to use the Internet to sell or auction surplus capital assets, equipment, art or collectibles.The Internet auction industry is 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.



Most of our current and potential competitors have larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do and may enter into strategic or commercial relationships with larger, more established companies.  Some of our competitors may be able to secure alliances with customers and affiliates on more favorable terms, devote greater resources to marketing and promotional campaigns and devote substantially more resources to systems development than we do.  In addition, new technologies and the expansion of existing technologies may increase the competitive pressures on us.



We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures faced by us could harm our business, operating results and financial condition.  We do not currently represent a significant competitive presence in the on-line auction industry.









Government Regulation



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 actions 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 issues such 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.



Intellectual Property



We have developed the majority of our software internally.  We have taken measures to protect our 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 until they are integrated with at least three independent modules.



We have registered the following Internet domain names:



-

ableauctions.com

-

ableauctions.net

-

directcloseout.com

-

directsurplus.com

-

europeexcite.com

-

icollector.com

-

icollector.ca

-

icollectorlive.com

-

icollectorlive.ca

-

icollectorliveauctions.com

-

itrustee.com

-

itrustee.ca

-

itrustees.com

-

naaliveauctions.com

-

rapidfusion.com

-

rapidfusion.ca

-

softwarealley.com

-

unlimitedcloseouts.com

-

unlimitedcloseoutsinc.com



We currently use common law copyright, trademark, service mark, and trade secret laws and contractual restrictions to protect our proprietary rights.  We plan to apply for copyright, trademark and service mark registrations when we deem such registrations to be appropriate.  We cannot assure you that the measures we take to protect our intellectual property will prevent misappropriation of our technology or deter independent third-party development of similar technologies.



Employees



As of December 31, 2004 we had a total of 36 staff persons, including 18 full time staff, 17 consultants and 1 part-time employee.  In addition to management, we employ sales people, administrative staff, and development and technical personnel.  From time to time, to further reduce expenses, we may employ independent consultants or contractors to support our research and development, marketing, sales and support, and administrative organizations.  We grant some of our employees and consultants stock options.  No collective bargaining units represent our employees.  We believe our relations with our employees are good.



Risk Factors



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 annual report carefully and consider the following risk factors:



We depend on eBay for revenue and uninterrupted Internet access and may be harmed by the loss of any such service.



We rely heavily on eBays servers for uninterrupted Internet access and the ability to offer our customers live auction technology that accesses eBays clients.  Our agreement with eBay governs the conduct of auctions on eBays website and may be terminated instantly or on short notice.  Our business is dependent on eBays uninterrupted Internet access, its servers and its continued operation of the live auction platform on eBay Live Auction.  The loss of any of these services or agreement will have a material adverse effect on our business, financial condition, and operating results.  We cannot assure you that we would be able to obtain these services from other third parties or that we can renew our eBay agreement.



Our operating results fluctuate significantly and may be impacted by seasonal factors.  This makes it difficult to accurately predict what the revenues from our operations will be.

Our operating results have varied on a quarterly basis during our operating history and may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.  Factors that may affect our quarterly operating results include



·

our ability to attract new clients to use our services;



·

the announcement or introduction of new sites, services and products by our competitors;



·

the success of our marketing campaigns;



·

price competition;



·

the level of use of the Internet and online services;



·

our ability to upgrade and develop our systems and infrastructure to accommodate growth;



·

the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure; and



·

general economic conditions as well as economic conditions specific to the Internet and online commerce industries.



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 upon as an indication of future performance.

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 servers, Internet 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 our abilities, and that of our vendors, 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 cannot assure you that the vendors or partners 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 technology infrastructure and that of our vendors may prevent us from maximizing our business opportunities.



Our business is at risk for system failures that disrupt our operations.



Our success, and in particular our ability to facilitate trades successfully and provide high quality customer service, depends on the efficient and uninterrupted operation of our computer and communications hardware systems.  Substantially all of the computer hardware for operating our service is currently located at the facilities of Telus in British Columbia.  These systems and operations are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism and similar events.  We do not presently have fully redundant systems, a formal disaster recovery plan or alternative providers of hosting services and does not carry sufficient business interruption insurance to compensate it for losses that may occur.  Any damage to or failure of the systems could result in reductions in, or terminations of, the Ableauctions service, which could have a material adverse effect on our business, results of operations and financial condition.



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.



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



We anticipate that the Internet domain names ableauctions.com, icollector.com, itrustee.com and various others 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 parties have acquired domain names that include auctions or other variations both in the United States and elsewhere.



Our success depends on the services of Abdul Ladha and key officers.



Our future success will depend on Abdul Ladha, our Chief Executive Officer and President.  The loss of Mr. Ladha could have an adverse effect on our operations.  We do not maintain insurance to cover the loss that may result from the death of Mr. Ladha.  Our future success will depend on our key officers.  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.  Our 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 financial situation may adversely affect our ability to retain existing personnel and attract new personnel.  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.



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, providing auction technology, liquidating inventory over the Internet and POS services is rapidly evolving and intensely competitive and we expect competition to intensify further in the future.



We believe that the market leaders and competitors in Auction Broadcast Services include BidSpotter, DoveBid, AMS Auction Management Solutions, eBay Live Auctions, Manheim Online, Copart Auto Auctions, Live Global Bid, ProxiBid, ABC  Auction Broadcasting Company, Bidder Central, Live Auctioneers, and other web sites that broadcast live auctions.  We will also compete with various online auction services.



We believe that the market leaders and competitors in Liquidation Services include GoIndustry, Bliquid, Liquidity Services Inc., Liquidation.com, Government Liquidation, Mazel, Big Lot Wholesale, McRae and Associates, CWC Inventories, Merchsource, Network Results, UK Surplus, Bid 4 Assets Inc., Dovebid, eBay, Excess Technologies, Overstock.com, American Merchandise Liquidators, Inc., Wholesale 411, Onsale.com, Surplus.net, and Surplex, and other companies and web sites that liquidate merchandise.



We believe that the market leaders and competitors in auction software services include Archtype Auction Software, Auction Flex, Auction Pay Inc., Auction Services, Computer Management Enterprises, C-U-S Business Systems, Inc., Dormier Software Enterprises, LuJohns Enterprises Inc. / BidderCentral Software, Proxibid, Inc., SoldII / Proven Software Inc., and other companies that provide software services.



We believe that the market leaders in Point-of-Sale (POS) software services include Retail Pro, Keystoke POS, Beringer Group, Microbiz, King Corp, Register5, Profitec, Intuit, Aralco, Microsoft, Tomeron and other companies that provide POS services.



We believe that the principal competitive factors in the online auction and liquidation markets 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.



Our business may be subject to government regulation and legal uncertainties that may increase the costs of operating our operations 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 regarding 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.



In the future, laws making us liable for the activities of users of our services could be passed, which would adversely affect our business, operations and financial condition.



The law relating to the liability of providers of online services for activities of their users on the service is currently unsettled.  There can be no assurance that we will be able to prevent the unlawful exchange of goods on our service or that we will successfully avoid civil or criminal liability for unlawful activities carried out by users through our service.  The imposition of potential liability on us for unlawful activities of users of our services could require us to implement measures to reduce our exposure to such liability, which may require us, among other things, to spend substantial resources and/or or to discontinue certain service offerings.  Any costs incurred as a result of such liability or asserted liability could have a material adverse effect on our business, results of operations and financial condition.



In addition, our success depends largely on sellers reliably delivering and accurately representing the working condition of auctioned goods and buyers paying the auctioned price.  While we can suspend the accounts of users who fail to fulfill their obligations, beyond crediting sellers with the amount of their fees in certain circumstances, we do not have the ability to otherwise require users to make payments or deliver working goods and we do not compensate users who believe they have been defrauded by other users.  Any resulting litigation could be costly for us, divert managements attention from our business and could result in increased costs of doing business, or otherwise have a material adverse effect on our business, results of operations and financial condition.



We conduct much of our business online, however such activities may not be secure.  If a breach of security occurred, our reputation could be damaged and we could be sued.



A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.  Currently, a significant number of Ableauctions users authorize us to bill their credit card accounts directly for all transaction fees charged by us.  We rely on encryption and authentication technology licensed from third parties to provide the security and authentication technology to effect secure transmission of confidential information, including customer credit card numbers.  There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments will not result in a compromise or breach of the technology used by us to protect customer transaction data.  If any such compromise of our security were to occur, it could have a material adverse effect on our reputation and, therefore, on its business, results of operations and financial condition.



Our stock price is subject to extreme volatility.



The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in the Companys quarterly operating results, announcements of technological innovations, or new services by the Company or its competitors, changes in financial estimates by securities analysts, conditions or trends in the Internet and online commerce industries, changes in the market valuations of other Internet or online service companies, announcements by the Company or its competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments, additions or departures of key personnel, sales of common stock or other securities of the Company in the open market and other events or factors, many of which are beyond the Companys control. Further, the stock markets in general, and the market for Internet-related and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies.  The trading prices of many technology companies stocks do not reflect valuations.  There can be no assurance that trading prices and valuations will be sustained.  These broad market and industry factors may materially and adversely affect the market price of the common stock, regardless of the Companys operating performance. Market fluctuations, as well as general political and economic conditions such as recession or interest rate or currency rate fluctuations, may also adversely affect the market price of the common stock.  In the past, following periods of volatility in the market price of a companys securities, securities class-action litigation has often been instituted against such company. Such litigation, if instituted, could result in substantial costs and a diversion of managements attention and resources, which would have a material adverse effect on the Companys business, results of operations and financial condition.



The market price of our common stock may be adversely affected if too much of it is sold at once.



Sales of substantial amounts of the Companys common stock (including shares issued upon the exercise of outstanding options) in the public market could adversely affect the market price of the common stock.  Such sales also might make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that the Company deems appropriate.



The posting of inventory using third party technology (e.g., eBay) or our own technology may expose us to certain liabilities.



The posting of inventory using third party technology (e.g., eBay) or our own technology may expose us to certain liabilities.  The inventory posted for sale whether ours or on behalf of a client may not be free of liens or is encumbered, violates applicable laws, cause damage, death or harm or is unsuitable for the use suggested, be counterfeited, misrepresented, damaged, illustrated incorrectly or not authentic, or may be damaged during delivery or shipment.  In addition, the posting of the image of inventory may illustrate or describe the inventory incorrectly or violate applicable trademark or copyright.  Further, the parties to the auction may fail to consummate the transaction or acts fraudulently or dishonestly.  Finally, we may make errors in posting a catalogue for a client such as missing an item, incorrectly upload the information, make errors in starting time, or inadvertently (or through equipment malfunctions, data crashes, viruses, hackers, etc.) omitting the catalogue altogether or lose the clients data.



Our investments are subject to investment risks.



We have invested a certain amount of our cash in various securities, real estate, bonds, income trusts and equities.  Management does not have expertise in making investments of this nature.  If these investments decline in value, we may suffer significant losses.



Our management has no history of managing investment portfolios.  If management makes an inadvisable investment, our operations could be materially adversely impacted.  All of our investments are subject to market risks and their values may go up or down daily depending on factors affecting their respective markets, which we cannot control.  Dividends and distributions are not guaranteed and may be terminated or reduced at any time.  Even if dividends or distributions are maintained, the gains made from the dividends or distributions may be wiped out by a decline in the price of the security.  Price changes may occur in the market as a whole, or they may occur in only a particular company, industry, or sector of the market.  Real estate values can be seriously affected by factors such as interest rate fluctuations, bank liquidity, the availability of financing, and by regulatory or governmentally imposed factors such as a zoning change or an increase in property taxes.  Since the majority of our investments are held in Canadian funds, currency fluctuations may affect the value of our portfolio significantly.  There can be no assurance that the securities in which we have invested will increase in value.



A majority of our obligations, investments and expenditures with respect to our operations are incurred in a foreign currency which is subject to currency exchange rates.

While our financial results are quantified in U.S. dollars, a majority of our obligations, investments and expenditures with respect to our operations, however, may be incurred in Canadian dollars.  We may have 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, variations in the exchange rate may give rise to foreign exchange gains or losses that may be significant.



Our business may be subject significant insurance rate increases, which may make it difficult for us to attain the appropriate risk coverage or liability insurance, creating administrative difficulties in keeping board members and increasing the cost of our operations.

Due to the global nature of the Internet related businesses, their impact on publicly trading companies, and political instability, it is possible that the company be denied insurance or not be able to afford it.  Any such development could seriously impede the companys performance and profitability and the ability to conduct business.   It may also impede the company in retaining key employees and board members or attracting suitable ones.

If the American Stock Exchange determines that our common stock does not meet its listing criteria, our stock could be delisted.

The Company is not under any immediate threat to be delisted from the American Stock Exchange and the American Stock Exchange has not taken any action in notifying the Company of any concerns surrounding the listing.  However, the American Stock Exchange may change its listing requirements or the Company may not be able to meet the listing criteria.

We cannot guarantee that we will be able to successfully incorporate into our business model the acquisitions that we make, or that the acquisitions we make will be profitable.

The Company intends to acquire businesses, technologies, services or products that the Company believes are strategic.  There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business.  The process of integrating an acquired business, technology, service or product into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Companys business.  Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.  Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Companys business, results of operations and financial condition.  Any such future acquisitions of other businesses, technologies, services or products might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

We may be unable to adequately protect our intellectual property.

The Company regards the protection of its copyrights, service marks, trademarks, trade dress and trade secrets as critical to its future success and relies on a combination of copyright, trademark, service mark and trade secret laws and contractual restrictions to establish and protect its proprietary rights in products and services. The Company attempts to enter into confidentiality and invention assignment agreements with its employees and contractors, and nondisclosure agreements with parties with which it conducts business in order to limit access to and disclosure of its proprietary information. There can be no assurance that these contractual arrangements or the other steps taken by the Company to protect its intellectual property will prove sufficient to prevent misappropriation of the Companys technology or to deter independent third party development of similar technologies.  The Company will pursue the registration of its trademarks and service marks in the U.S. and Canada.  Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which the Companys services are made available online.  The Company has licensed in the past, and expects that it may license in the future, certain of its proprietary rights, such as trademarks or copyrighted material, to third parties.  While the Company attempts to ensure that the quality of the Ableauctions or iCollector brand is maintained by such licensees, there can be no assurance that such licensees will not take actions that might materially adversely affect the value of the Companys proprietary rights or reputation, which could have a material adverse effect on the Companys business, results of operations and financial condition.  The Company will also rely on certain technologies that it licenses from third parties.  There can be no assurance that these third party technology licenses will continue to be available to the Company on commercially reasonable terms.  The loss of such technology could require the Company to obtain substitute technology of lower quality or performance standards or at greater cost, which could materially adversely affect the Companys business, results of operations and financial condition.



Infringement of proprietary rights.



There can be no assurance that third parties will not claim infringement by the Company with respect to past, current or future technologies. The Company expects that participants in its markets will be increasingly subject to infringement claims as the number of services and competitors in the Companys industry segment grows. Any such claim, whether meritorious or not, could be time consuming, result in costly litigation, cause service upgrade delays or require the Company to enter into royalty or licensing agreements. Such royalty or licensing agreements might not be available on terms acceptable to the Company or at all. As a result, any such claim could have a material adverse effect upon the Companys business, results of operations and financial condition.



We have been sued for claims relating to our discontinued operations and we may have more such claims.

In 2002 it was determined that iCollector PLC could not sustain its operations based on its existing cash resources and infrastructure.  iCollector PLC then ceased operations and a restructuring plan was adopted.  In January 2002 iCollector PLC was placed into formal bankruptcy proceedings pursuant to the laws of the United Kingdom.  In 2002, we also ceased operations in San Mateo and San Francisco, both operating under Ableauctions.com (Washington) Inc.  In connection with such cease of operations, we have received a number of claims from various persons claiming that they are creditors entitled to be paid.  Seven such claimants have instigated lawsuits against us and six have received judgments ranging from $737.28 to $26,084.54.  In the aggregate these seven claimants are claiming, in the aggregate approximately $68,045.57.  We cannot assure you that no additional claims will arise from the discontinued operations.  Furthermore, subsequent claims may force us to place our Washington operations into formal bankruptcy.

In preparing our financials, earnings and guidance and management reports, we use a number of models, sources and factors that may be volatile and may generate inconsistent outcomes depending on how they are applied requiring us to restate our financials, reports and guidance.

We rely on a number of models, sources and factors in the preparation of our financials, earnings guidance and management reports, including those used by our advisors, accountants, and brokerage houses in the reporting investment income and costs, that may be subjective and very volatile.   We also rely on models such as the Black & Scholes option pricing model, a model developed by Fischer Black and Myron Scholes, to gauge whether options contracts are fairly valued. It, along with other models and financial tools,  incorporates such factors as the volatility of a securitys return, the level of interest rates, the relationship of the underlying stocks price to the strike price of the option, and the time remaining until the option expires.  There are numerous variables to consider in the use of the models, each able to affect the outcome of results significantly from one day to another.  There can be no assurance that outcome from assumptions and calculations made by one party will be consistent with those made by another, or from one time period to another, will yield similar results or arguably different results, requiring us to restate our financials, our reports, or update our guidance.



Item 2.



Description of Property



At December 31, 2004, we leased 8,000 square feet of showroom and office space at 1963 Lougheed Highway, Coquitlam, British Columbia.  The monthly rental payments were $5,681.  The landlord was Bullion Reef Holdings Ltd., a private company wholly-owned by Hanifa Ladha, who is the wife of our President, Abdul Ladha.  The rent payments were below market, as verified independently by Burgess Austin valuators.



On February 24, 2005, we, through our assignee and wholly owned subsidiary 0716590 B.C. Ltd., exercised an option to purchase this property.  On the date of purchase, the building had two tenants besides us.  The purchase price was $2,221,316 and the effective date of the transaction was January 1, 2005.  We paid the purchase price in cash.  The property consists of 19,646 square feet of commercial space and 2,300 square feet of residential space and is located on approximately eight-tenths of an acre.  The property currently serves as our headquarters.  A portion of the property continues to be leased to the remaining two tenants.



We currently maintain a small business office located at 1222 - 46th Ave E, Fife, Washington 98424 as our headquarters in the United States.  This office is provided to us free of charge.



We currently maintain two small business offices that service our iCollector clients.  One office is located at 1589 Niagara Street, Buffalo, New York and the second is located at 50 Sweetbriar Drive, Kitchener, Ontario, Canada.  This office space is provided to us without charge.



We lease 2,500 square feet of office space located at 408-C Bryant Street, Ojai, California.  The monthly payments are $675.  The facility serves as the companys operating office for Unlimited Closeouts Inc.The lease, effective February 2004, is for one year and automatically renewed unless cancelled by either party with notice.

We rent storage space, ranging from 1,000 square feet to 3,000 square feet, and up to a maximum of 64,000 square feet, from a customs bonded facility, Quantum Warehousing and Distribution Ltd., in Coquitlam, British Columbia.  We pay storage fees of approximately $6.50 per skid per month, or approximately $1 per square foot per month.



Item 3.

Legal Proceedings



In July 2004 our company and Mr. Abdul Ladha, our director and officer, were made aware that a default judgment had been entered against Mr. Ladha, in his absence, on February 25, 2004 in the Companies Court, Justice Chancery Division in the United Kingdom by the Secretary of State for Trade and Industry.  The underlying proceeding was filed by former creditors of our subsidiaries, iCollector PLC and Interactive iCollector Ltd.  The judgment is for approximately $8,667 and bars each of Mr. Ladha, Robert Craig and Ron Miller from acting as a director of any company in the United Kingdom for a period of six years in accordance with the Company Directors Disqualification Act 1986.  We have retained the services of legal counsel in the United Kingdom to set aside the default judgment on the grounds that Mr. Ladha was never a director of the company in the United Kingdom, that he did not receive proper notice of the proceeding, and that he was not aware of the damages requested by the plaintiffs and therefore, never appeared.



In February 2005 a jury in the Supreme Court of the State of New York, County of New York, found in favor of the Company and iCollector.com Technologies Ltd. (iCollector) in the suit brought against Liveauctioneers LLC, and its Chief Executive Officer and founder, Julian Ellison.  The jury found that Mr. Ellison breached fiduciary duties owed to iCollector and further found that Liveauctioneers LLC, Mr. Ellison, and John Ralston engaged in unfair competition.  The jury returned a verdict awarding the Company and iCollector $417,300 in damages, which may be adjusted pending any appeal.



Item 4.

Submission of Matters to a Vote of Security Holders



No meetings of security holders were held during the fourth quarter of our fiscal year ended December 31, 2004.







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PART II



Item 5.

Market for Common Equity and Related Stockholder Matters



Our common stock has traded on the American Stock Exchange since June 29, 2000 under the symbol AAC.  Prior to June 29, 2000 our common stock traded on the Over-the-Counter Bulletin Board (OTCBB) under the symbol ABLC.  The range of high and low bid prices per share for our common stock for each quarter during the period from January 1, 2003 through December 31, 2004, as published by the American Stock Exchange and is set forth below.  The quotations merely reflect the prices at which transactions were proposed, and are not quarterly averages or do not necessarily represent actual transactions.  Prices do not include retail markup, markdown, or commissions and may not represent actual transactions.



Quarterly Common Stock Price Ranges



|              |       |      
|------------- | ----- | -----
|Quarter Ended | 2003 
|High          | Low  
|March 31      | $0.07 | $0.05
|June 30       | $0.88 | $0.72
|September 30  | $0.48 | $0.43
|December 31   | $0.71 | $0.67



|              |       |      
|------------- | ----- | -----
|Quarter Ended | 2004 
|High          | Low  
|March 31      | $1.04 | $0.82
|June 30       | $0.67 | $0.64
|September 30  | $0.47 | $0.45
|December 31   | $0.87 | $0.82



There were 597 record holders of our common stock as of March 15, 2005.  This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.



We have not paid dividends on our common stock since our inception.  The decision to pay dividends on common stock is within the discretion of the Board of Directors.  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



We did not issue any unregistered securities during the last quarter of the 2004 fiscal year.  Issuances of unregistered securities made during the first nine months of the 2004 fiscal year were reported in the quarterly reports we filed on Form 10-QSB.



Securities authorized for issuance under equity compensation plans



The Board of Directors has authorized the following equity compensation plans:



Ableauctions.com, Inc. 2002 Stock Option Plan for Directors.



In 2002, the Board of Directors adopted the Ableauctions.com, Inc. 2002 Stock Option Plan for Directors (the Directors Plan).  The purpose of the Directors Plan is to attract and retain the services of experienced and knowledgeable individuals to serve as our directors.  On the date the Directors Plan was adopted, the total number of shares of common stock subject to it was 2,653,631.  This number of shares may be increased on the first day of January of each year so that the common stock available for awards will equal 5% of the common stock outstanding on that date, provided, however, that the number of shares included in the Directors Plan may not exceed more that 10% of all shares of common stock outstanding.    As of January 1, 2005, we were entitled to add an additional 454,711 shares to the Directors Plan, although we have not yet done so.  The Directors Plan is administered by the Board of Directors, or any Committee that may be authorized by the Board of Directors, so long as any such Committee is made up of Non-Employee Directors, as that term is defined in Rule 16(b)-3(b) of the Securities Exchange Act of 1934.  The grant of an option under the Directors Plan is discretionary.  The exercise price of an option must be the fair market value of the common stock on the date of grant.  An option grant may be subject to vesting conditions.  Options may be exercised in cash, or with shares of the common stock of the Company already owned by the person.  The term of an option granted pursuant to the Directors Plan may not be more than 10 years.



Ableauctions.com, Inc. 2002 Consultant Stock Plan.



In 2002 the Board of Directors adopted the Ableauctions.com, Inc. 2002 Consultant Stock Plan (the Consultants Plan).  The purpose of the Consultants Plan is to be able to offer consultants and others who provide services to the Company the opportunity to participate in the Companys growth by paying for such services with equity awards.  The total number of shares of common stock subject to the Consultants Plan was increased from 6,500,000 to 25,000,000 as approved by the Board of Directors in 2003.  The Consultants Plan is administered by the Board of Directors, or any Committee that may be authorized by the Board of Directors.  Persons eligible for awards under the Consultants Plan may receive options to purchase common stock, stock awards or stock restricted by vesting conditions.  The exercise price of an option must be no less than 85% of the fair market value of the common stock on the date of grant.  An option grant may be subject to vesting conditions.  Options may be exercised in cash, or with shares of the common stock of the Company already owned by the person or with a fully recourse promissory note.  The term of an option granted pursuant to the Consultants Plan may not be more than 10 years.



Ableauctions.com, Inc. 1999 Stock Option Plan.



In 1999 the Board of Directors adopted the Ableauctions.com, Inc. 1999 Stock Option Plan (the Option Plan).  The purpose of the Option Plan is to be able to retain the services of employees and consultants and others who are valuable to the Company and to offer incentives to such persons to achieve the objectives of the Companys shareholders.  The total number of shares of common stock subject to the Option Plan was increased from 3,000,000 to 8,000,000 as approved by the Board of Directors and by our shareholders at the annual meeting held on July 15, 2003.  The Option Plan is administered by the Board of Directors, or any Committee that may be authorized by the Board of Directors, so long as any such Committee is made up of Non-Employee Directors, as that term is defined in Rule 16(b)-3(b) of the Securities Exchange Act of 1934.  Persons eligible for awards under the Option Plan may receive, if they are eligible, incentive options to purchase common stock.  If a recipient does not receive an incentive option, he or she will receive a non-qualified stock option.  The exercise price of an option must be no less than the fair market value of the common stock on the date of grant, unless the recipient of an award owns 10% or more of the Companys common stock, in which case the exercise price of an incentive stock option must not be less than 110% of the fair market value.  An option grant may be subject to vesting conditions.  Options may be exercised in cash, or with shares of the common stock of the Company already owned by the recipient of the award.  The term of an option granted pursuant to the Option Plan may not be more than five years if the option is an incentive option granted to a recipient who owns 10% or more of the Companys common stock, or 10 years for all other recipients and for recipients of non-qualified stock options.



The following table illustrates, as of December 31, 2004, information relating to all of our equity compensation plans.



|                                                                                                 |                                                                                             |                                                                             |                                                                                                                                         
|------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Plan Category                                                                                    | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column 2
|                                                                                                 |                                                                                             |                                                                             |                                                                                                                                         
|Equity Compensation Plan Approved by Security Holders  2002 Consultant Stock Plan               | 24,475,000                                                                                  | $0.40                                                                       | 525,000                                                                                                                                 
|                                                                                                 |                                                                                             |                                                                             |                                                                                                                                         
|Equity Compensation Plan Approved by Security Holders  1999 Stock Option Plan                   | 7,832,000                                                                                   | $0.40                                                                       | 168,000                                                                                                                                 
|                                                                                                 |                                                                                             |                                                                             |                                                                                                                                         
|Equity Compensation Plan Not Approved by Security Holders  2002 Stock Option Plan for Directors | 2,653,631                                                                                   | $0.40                                                                       | 0                                                                                                                                       



Item 6.

Managements Discussion and Analysis of Financial Condition and Results of Operations



Managements Discussion and Analysis of Financial Condition and Results of Operations discuss our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  On an on-going basis, management evaluates its estimates and judgments.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



Overview



We operate an excess inventory liquidation business and we facilitate on-line auctions.  Our headquarters are in Coquitlam, British Columbia, however our liquidation business is located in California and we maintain a small office in Fife, Washington.



Our plan when we acquired Able Auctions (1991) Ltd. in August 1999 was to expand its operations by purchasing bricks and mortar auction businesses throughout North America and developing the technology to allow them to broadcast their call auctions over the Internet.  However, after making several acquisitions we decided to abandon this strategy, due to the high cost of maintaining the auction businesses.  Instead, we turned our efforts to developing software that would allow us to host auctions on-line.  This technology has been developed.  During 2004 we entered into an agreement with the National Auctioneers Association to host on-line auctions for its members and we use this technology for those auctions.  In 2003, we began a relationship with eBay.  Our subsidiaries, iCollector.com Technologies Ltd. and iCollector International Ltd. use eBays Live Auction Platform to provide services to arts, collectible and antique auction houses that allow these institutions to broadcast their auctions over the Internet.  The fees we earn from these auction broadcasts are split equally with eBay.



In 2004 we entered the business of liquidating excess inventory.  Depending on the service we provide, we can either purchase the inventory and re-sell it, or we can act as a broker between the seller and a purchaser.  Our sales revenues during the 2004 increased significantly, primarily as a result of our liquidation business.  We are currently dependent on two individuals to operate our liquidation business.  If we were to lose the services of these individuals, it could have a material adverse effect on this sector of our business and on our results of operations.



During 2004 we also acquired Rapidfusion Technologies, Inc.  Rapidfusion Technologies, Inc. has developed point-of-sale software and services for retailers.



We intend to continue to expand our business by increasing the number of auctions we hold on-line, and by finding lucrative liquidation opportunities.  We continually contact auction houses, art galleries and dealers throughout the world in an effort to increase the number of auctions we host.  Liquidation opportunities come through bankruptcies, credit foreclosures, and importers, manufacturers and other liquidators who need to dispose of merchandise quickly.  However, our business will be adversely affected by any downturn in the general economy of the United States, from which we derived most of our revenues during the 2004 fiscal year.  A downturn in the economy of the United States would likely affect the capital available for purchasing goods that are not necessities.  There can be no assurance that we will be able to increase our revenues from operations.



Critical Accounting Policies and Estimates



In consultation with our Board of Directors, we have identified several accounting principles that we believe are key to an understanding of our financial statements.  These important accounting policies require managements most difficult, subjective judgments.



Foreign Currency Translation



We have operations in both Canada and the U.S. with significant transactions in the currencies of both countries.  Consequently, we are exposed to and have experienced significant gains and losses in respect to foreign exchange.



We account for foreign currency transactions and translation of foreign currency financial statements under Statement of Financial Accounting Standards No. 52, Foreign Currency Translation.  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 our Canadian subsidiaries are translated into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities.  Our investments in the structural capital of the Canadian subsidiaries have been recorded at the historical cost in U.S. dollars.  The resulting gains or losses are reported as a separate component of stockholders equity.  The functional currency of the Canadian subsidiaries is the local currency, the Canadian dollar.



Marketable Securities



The bulk of our assets are presently held in the form of marketable securities.  These investments generate significant revenues for us.



Our marketable securities consist of term deposits, bonds, income trusts and equity components.  These investments are recorded on the balance sheet at fair value and are recorded on the statement of cash flows as a component of operating activities.  These investments represent a substantial portion of our overall income, and accordingly unrealized and realized income and losses from these investments are included in the statement of operations.



Revenue Recognition



A substantial portion of our revenues are earned through non-traditional sources, particularly internet auctions.  Our policies with respect to the timing and amount of revenue recognition from our auction activities are critical to an understanding of our financial statements.



Our net revenues result from fees and revenue associated with Internet based listing fees and auction activities.  Internet related listing fees are derived principally from enabling independent auction houses to simultaneously broadcast their auctions over the Internet.  These fees are recognized upon successful completion of each individual auction when the final terms of sales and commissions have been determined.



We generally earn revenues from our auction activities either through consignment sales, or through sales of inventory we purchase.  For consignment sales, we earn auction fees charged to consignees, and buyers premiums charged to purchasers, determined as a percentage of the sale price.  For inventory sales, we earn a profit or incur 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 we recognize revenue, 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 us with reasonable assurance of collection of the sale proceeds, from which our earnings are derived, including the fees from consignees and purchasers, as well as resale profits.



Segmented information



We operate a business with an international scope and in particular we have a significant business presence in both Canada and the U.S.



In accordance with Statement of Financial Accounting Standards No. 131, Disclosures About Segments of an Enterprise and Related Information, we make required disclosures of information regarding our geographic segments.



Stock Based Compensation



The granting of stock options represents a very significant source of financing for us.  Consequently, the accounting policies by which we account for these options are critical to an understanding of our financial statements.



We have 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 our stock at the date of the grant over the amount an employee is required to pay for the stock.



We adopt the disclosure provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation for stock options granted to employees and directors.  We disclose, on a supplemental basis, the pro-forma effect of accounting for stock options awarded to employees and directors, as if the fair value based method had been applied, using the Black-Scholes model.



Results of Operations



Year ended December 31, 2004 compared to the Year ended December 31, 2003, factoring in discontinued operations.



Revenues.  During the year ended December 31, 2004, we had revenues of $4,423,171 as compared to revenues of $614,932 during the year ended December 31, 2003, an increase of 619%.  Cost of sales were 71% of our revenues for the year ended December 31, 2004, compared to 29 % during the same period in 2003.



The substantial increase in revenues was primarily attributable to our expansion into the business of liquidating unwanted business inventory through iTrustee, Unlimited Closeouts and Jarvis Industries, which accounted for $3,990,581 or 90% of total revenues.   We believe that the strength of our liquidation business and the number of antique and collectible auctions we manage is directly related to the general economy of the United States, and that a strong economy will have a positive effect on our revenues in those two areas of our business.  The increase in the cost of sales as a percentage of revenue is attributable to the strong performance of our business in inventory liquidation, which realizes lower gross profit margins than our auction broadcasting services.



We anticipate that revenues from our liquidation sector will continue to represent a significant percentage of overall revenues as our liquidation services continue to expand.



Operating Expenses.  Operating expenses totalled $1,657,409 for the year ended December 31, 2004 as compared to $ 894,004 for the year ended December 31, 2003.  Our operating expenses were higher than the previous year as a result of increases in legal and accounting fees, bad debt write-offs, advertising and promotions, commissions, salaries and benefits, and rent, utilities and maintenance expenses.



Gross Profit.  Cost of goods sold were $3,141,596 for the year ended December 31, 2004 as compared to $175,171 for the year ended December 31, 2003.   Gross profit was $1,281,575 or 28.9% of total revenue for the year ended December 31, 2004 as compared to $439,761 or 71.5% of total revenue for the year ended December 31, 2003.  The decrease in gross profit as a percentage of revenue reflects the performance of the liquidation services group, Unlimited Closeouts, iTrustee and Jarvis Industries, which realize lower gross profit margins than our auction broadcasting services.  Future gross profit margins may vary considerably from quarter-to-quarter depending on the performance of our various divisions. We believe that over time, our gross profit as a percentage of revenue will range between 25% and 30%, based on the anticipated returns from our revenue streams.



Net Income.We had a net income of $ 498,187 or $0.009
 per share for the year ended December 31, 2004 as compared to a net income of $144,516 or $0.004 per share for the year ended December 31, 2003, an increase of 245%.



Liquidity and Capital Resources



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 remainder of the fiscal year ending December 31, 2005:



|                                 |            
|-------------------------------- | -----------
|Marketing                        | $   150,000
|Ongoing research and development | 200,000    
|Expansion of inventories         | 1,000,000  
|Servers and operating systems    | 150,000    
|Working Capital                  | 500,000    
|Required Capital:                | $2,000,000 



Our revised operating and capital budget for the fiscal year ending December 31, 2005 is estimated to be approximately $2,000,000.  As of December 31, 2004, we had working capital of $10,967,382
..



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 costs associated with running our operations.



In the event we determine that we may be unable to meet our on-going capital commitments, we may take some or all of the following actions:



·

postpone expenditures on research and development;



·

reduce sales and marketing expenditures;



·

reduce general and administrative expenses through lay offs or consolidation of our operations;



·

suspend or sell operations that are not economically profitable; or



·

sell assets, including licenses to our technologies.



Since 1999, we have funded our activities principally from any cash flow generated from operations, investments, a loan from our Chief Executive Officer, the private placement of our securities and the exercise of stock options.



In 2003, we had working capital of $4,590,130.  In 2004, our working capital increased to $10,967,382.  We had cash and cash equivalents of $182,305, marketable securities of $8,645,570, accounts receivables of $861,439, loans receivable of $252,745, inventory of $961,345, prepaid expenses of $183,616, and current portion of notes receivable of $71,544 minus accounts payable and accrued liabilities of $138,757 and deferred revenue of $52,425 at December 31, 2004.  We anticipate that trade accounts receivables and inventory may increase during the year 2005 as we increase the number and frequency of our auctions, and as we expand our other business operations.  Cash flow used for operating activities, required $413,981 during the year ended December 31, 2004.  Our cash resources may decrease if we complete additional acquisitions during 2005, or if we are unable to maintain positive cash flow from our business through 2005.  We only intend to continue our acquisition program if additional financing is available.



Cash flow used for discontinued operations required $5,157 during the year ended December 31, 2004.



Cash flow for investing activities during the year ended December 31, 2004 required $6,055,377, relating primarily to increase in marketable securities.  Cash flow from financing activities during the year ended December 31, 2004, was $5,855,170, consisting primarily of the issuance of common stock with a value of $3,000,000 and the exercise of stock options of $2,199,765.



A significant addition to cash made available for our operations came from our investment portfolio.  As of March 15, 2005, the value of our investment portfolio was $9,103,020 consisting of cash, real estate, bonds, income trust and equities.  In February 2005 our subsidiary, 0716590 B.C. Ltd., exercised an option to purchase the commercial and residential building in which our headquarters are located.  The price for the property, which was paid in cash, was $2,221,316.



As of March 15, 2005, our investment portfolio included the following:



|              |                   |               
|------------- | ----------------- | --------------
|Type          | Value             | % of Portfolio
|Cash          | $       41,433.25 | .46  %        
|Real Estate   | $  2,221,316.00   | 24.40 %       
|Bonds         | $  2,887,347.77   | 31.72 %       
|Income Trusts | $  3,846,934.14   | 42.26 %       
|Equities      | $     105,988.35  | 1.16 %        
|Total         | $  9,103,019.51   | 100%          



During the fiscal year ended December 31, 2004, we received income of $650,795
 from our investments.



There are no guarantees, commitments, lease and debt agreements or other agreements that could trigger an adverse change in our credit rating, earnings, cash flows or stock price, including requirements to perform under standby agreements.



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.



Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



On June 20, 2003, Morgan & Company, Chartered Accountants resigned and on June 30, 2003 Cinnamon Jang Willoughby & Company, Chartered Accountants was appointed as the Companys independent certified public accountant.



Morgan & Company, Chartered Accountants have not been associated with any of our financial statements subsequent to the fiscal quarter ended June 30, 2003.  The change in independent auditors was effective for the fiscal quarter ended June 30, 2003, was approved by our Board of Directors, and was not due to any disagreement between the Company and Morgan & Company, Chartered Accountants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure.



Item 8A.

Controls and Procedures.



We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, the Chief Executive Officer/ Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.



Item 8B.

Other Information.



Not applicable.









---





PART III



Item 9.

Directors, Executive Officers, Promoters and Control Persons;

Compliance With Section 16(a) of the Exchange Act



Abdul Ladha, Age 43



Abdul Ladha has been a director, President, and Chief Executive Officer of the Company since August 24, 1999.  He also currently serves as the interim Chief Financial Officer.  In addition, Mr. Ladha is President of all of the Companys wholly owned subsidiaries.  Mr. Ladha holds an honors degree in Electrical Engineering and Mathematics from the University of British Columbia (UBC).  In 1985, he founded Dexton Enterprises Inc., a subsidiary of Dexton Technologies Corporation, which was a company engaged in the business of (a) the development and provision of web-based business solutions to small to mid-size retail and business-to-business customers, and (b) the marketing and sale of personal computer hardware and network systems to corporate and retail customers, as well as computer training and after-sales upgrade and support services.  Mr. Ladha was President, Chief Executive Officer, and a director of Dexton Technologies from December 1994 to July 2001.  In 1997, Dexton Technologies acquired Able Auctions (1991) Ltd., which Dexton sold to the Company on August 24, 1999.



Mr. Ladha is the Executive Director of CITA  The Canadian Institute for Technological Advancement, a non-profit organization dedicated to developing Canadas technological entrepreneurs sponsored by the UBC, Simon Fraser University (SFU), the World Trade Centre, Ernst & Young, and some 60 corporations and institutions.



Barrett E.G. Sleeman, P.Eng., Age 64



Barrett Sleeman, a director of the Company since August 24, 1999, is a professional engineer. He has also been a director of Crystal Graphite Corporation, a graphite property development company, from February 1999 to February 2004, and the CEO of Helena Resources from October 2001 to present. From April 1997 to September 2001, he was a director of Dexton Technologies Corporation, a technology company.  From May 1988 to May 2000, he was a director and the President of Omicron Technologies Inc., whose focus is the acquisition, research and development, and marketing of leading edge technologies for the aerospace, telecommunications, defense, and consumer electronics industries, as well as Internet-based business concepts.  Mr. Sleeman also served as a director of Java Group Inc., currently an oil and gas company, from November 1997 to March 2000.  Mr. Sleeman was also President (October 1996 to October 1997) and a director (August 1996 to October 1997) of White Hawk Ventures Inc., and President (August 1995 to April 1997) and a director (March 1995 to January 1998) of International Bravo Resources Inc., both mining exploration companies.



Dr. David Vogt, Age 48



Dr. David Vogt, a director of the Company since April 17, 2000, is a scientist and knowledge engineer.  An astronomer by training, he was Director of Observatories at the University of British Columbia in Canada from 1980 to 1992 before becoming Director of Science at Science World, Western Canadas largest public science center.  With the development in 1993 of a virtual science center to support educational outreach, Dr. Vogt shifted his focus to explore the creation of knowledge using new media technologies.  Dr. Vogt is a founding executive of Brainium.com, an innovative online educational publishing company.  Brainium.com pioneers new media learning products for the kindergarten to Grade 12 market.  The award winning Science Brainium, located at www.brainium.com, is an online intermediate science resource currently reaching 7,000 schools internationally.  Dr. Vogt has been Vice President Business Development of Brainium Technologies Inc. since 1996.



Dr. Vogt combined undergraduate degrees in Physics and Astronomy (UBC 1977) and English Literature (UBC 1978) into an interdisciplinary Ph.D. (SFU 1990) in information science and archaeoastronomy. Dr. Vogt was also founding director of the B.C. Shad Valley Program, Chairman of the CBCs Advisory Committee on Science and Technology, and a founding member of the SchoolNet National Advisory Board.



Dr. Vogts professional associations include membership on the Software and Information Industry Association (SIIA) Content Board and sub-committee on Distance Learning, a technology planning committee for Ronald McDonald Houses International, the Education Committee for the Vancouver Foundation, the B.C. governments Information Technology Advisory Board, and the Board for Science World.



Michael Boyling, Age 48



Mr. Boyling, a director, is the President of Boyling, Feltham, Rogers & Associates Inc. (BFR), which is an insurance and financial services company based in Vancouver, British Columbia and has offices in Edmonton, Alberta, Calgary, Alberta and Winnipeg, Manitoba.  BFRs business focuses on providing insurance and financial services to high net worth individuals and medium sized companies.  Michael Boyling has played a major role in the development and growth of this company.  Through his three-year tenure as director and President, BFR has grown from annual revenue of CDN$500,000 to annual revenue in excess of CDN$5,000,000.



He served with the Canadian Military (Army) from the age of 17 to the age of 38.  Since his retirement from military service, he has been self-employed in the financial industry.



Mr. Boyling also owns West Coast Global Equity/Ventures Inc., an international consulting company whose main focus is international financing and investing.  He has worked as a consultant and broker with a foreign government and international construction companies arranging equity and debt financing.



Mr. Boyling draws on his experience from his time spent in the insurance and financial services industry with two international insurance companies, where he occupied positions of Regional and International Sales Manager.



While we believe that members of our Board of Directors each have some of the attributes of an audit committee financial expert, no single individual possesses all of the attributes therefore, no one on our Board of Directors can be deemed to be an audit committee financial expert.  In forming our Board of Directors approximately five years ago, we sought out individuals who would be able to guide our operations based on their business experience, both past and present, or their education.  Our business model is not complex and our accounting issues are straightforward.  Responsibility for our operations is centralized within our executive management.  We recognize that having a person who possesses all of the attributes of an audit committee financial expert would be a valuable addition to our Board of Directors, however, the Company is not, at this time, able to compensate such a person therefore, we may find it difficult to attract such a candidate.



The Company does not have a plan to compensate its directors, however, during the fiscal year ended December 31, 2004, Barrett Sleeman, Michael Boyling and David Vogt each received options to purchase 250,000 shares of the Companys common stock at a price of $0.40 per share and Abdul Ladha received an option to purchase 1,500,000 shares of the Companys common stock at a price of $0.40 per share.  The options expire in 2009.

Section 16(a) Compliance

Section 16(a) of the Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission.  Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.



To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during our 2004 fiscal year our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements with the exception of the following:



Barrett Sleeman, Michael Boyling and David Vogt each reported the exercise of options to purchase 50,000 shares of the Companys common stock and the subsequent sale of those shares on April 5, 2004 rather than by April 3, 2004.  The transactions occurred on April 1, 2004 and April 2, 2004.  Messrs. Sleeman, Boyling and Vogt also filed form 5s on February 23, 2005 (rather than on February 14, 2005) reporting the receipt of options on November 16, 2004.  The options were granted at an exercise price of $0.40.  The options have a ten year term.  Each director was granted the right to purchase 250,000 shares of common stock.



Abdul Ladha reported the exercise of options to purchase 187,525 shares of the Companys common stock and the subsequent sale of those shares on April 5, 2004 rather than by April 3, 2004.  The transactions occurred on April 1, 2004 and April 2, 2004.  Mr. Ladha also filed a form 5 on February 23, 2005 (rather than on February 14, 2005) reporting the receipt of an option on November 16, 2004.  The option was granted at an exercise price of $0.40.  The option has a ten year term.  Mr. Ladha was granted the right to purchase 1,500,000 shares of common stock.



Code of Ethics



We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  Our code of ethics will be provided to any person without charge, upon request.  Requests should be addressed to Mr. Abdul Ladha, c/o Ableauctions.com, Inc. 1963 Lougheed Highway, Coquitlam, British Columbia V3K 3T8.



Item 10.

Executive Compensation



The table below shows, for the last three fiscal years, compensation paid or accrued to the Companys chief executive officer and the four most highly paid executive officers while serving in their designated capacity at fiscal year end, whose total compensation exceeded $100,000.  These officers are referred to as the named executive officers.



|                                                                                    |  |                      |  |                        |  |             |  |                                  |  |                                         |  |                                                   |  |                    |  |                             |  |  |  |  |  |  | 
|----------------------------------------------------------------------------------- |  | -------------------- |  | ---------------------- |  | ----------- |  | -------------------------------- |  | --------------------------------------- |  | ------------------------------------------------- |  | ------------------ |  | --------------------------- |  |  |  |  |  |  | 
|Summary Compensation Table                                                         
|                                                                                    |  | Annual Compensation  |  | Long Term Compensation |  |            
|                                                                                    |  |                      |  | Awards                 |  | Payouts     |  |                                 
|Name and Principal Position                                                         |  | Fiscal
Year
Ended(1) |  | Salary (US$)           |  | Bonus (US$) |  | Other Annual Compen-sation (US$) |  | Securities under Option/SAR Granted (#) |  | Restricted Shares or Restricted Share Units (US$) |  | LTIP Payouts (US$) |  | All Other Compen-
sation(2)
|ABDUL LADHA(3)
President and CEO                                                    |  | 2004
2003
2002       |  | 72,850
71,054
144,309  |  | Nil
Nil
Nil |  | Nil
Nil
Nil                      |  | 1,500,000
1,000,000
500,000             |  | Nil
Nil
Nil                                       |  | Nil
Nil
Nil        |  | Nil
Nil
Nil                
|                                                                                    |  |                      |  |                        |  |             |  |                                  |  |                                         |  |                                                   |  |                    |  |                            
|                                                                                    |  |                      |  |                        |  |             |  |                                  |  |                                         |  |                                                   |  |                    |  |                            
|JEREMY DODD(4)
Secretary-Treasurer and Chief
Operating Officer                      |  | 2002                 |  | 87,500                 |  | Nil         |  | Nil                              |  | 100,000                                 |  | Nil                                               |  | Nil                |  | Nil                        
|RANDY EHLI(5)
Director & President of Subsidiary                                    |  | 2002                 |  | 110,004                |  | Nil         |  | Nil                              |  | 300,000                                 |  | 75,000                                            |  | Nil                |  | 12,000                     
|BRETT
JOHNSTON(6)
Vice-President, California Operations and Secretary of Subsidiary |  | 2002                 |  | 83,328                 |  | Nil         |  | Nil                              |  | Nil                                     |  | 50,000                                            |  | Nil                |  | Nil                        
|JULIAN
ELLISON(7)
CEO and Director of  iCollector                                   |  | 2002                 |  | 102,398                |  | Nil         |  | Nil                              |  | Nil                                     |  | Nil                                               |  | Nil                |  | Nil                        



(1)

Year ended December 31.

(2)

Car allowance.

(3)

President and CEO from August 24, 1999 to present.

(4)

Secretary-Treasurer and Chief Operation Officer from August 24, 1999 to August 2002.

(5)

Director, Vice-President of subsidiary from March 12, 2001 to present and Vice-President, Northwest Auctions of subsidiary from May 16, 2000 to Jan 1, 2003.

(6)

Vice-President, California Operations of subsidiary from March 29, 2001 to present and Secretary of subsidiary from July 26, 2000 to July 2002.

(7)

CEO and Director of iCollector.  Resigned November 27, 2002.



Option Grants in the Last Fiscal Year



During the fiscal year ended December 31, 2004, the Company granted the following stock options to named executive officers and directors while serving in their designated capacities:



|                                                            |                                                          |                                                             |                            |                       
|----------------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------------------- | -------------------------- | ----------------------
|Option/SAR Grants for Last
Fiscal Year-Individual Grants(1)
|Name                                                        | Number of Securities Underlying Options/SARs Granted (#) | % of Total Options/SARs Granted to Employees in Fiscal Year | Exercise Price ($/sh)      | Expiration Date       
|Abdul Ladha

Michael Boyling

David Vogt

Barrett Sleeman   | 1,500,000

250,000

250,000

250,000                     | 10.8%

1.8%

1.8%

1.8%                                     | $0.40

$0.40

$0.40

$0.40 | 2009

2009

2009

2009



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values





|                                                  |                                       |                         |                                                                          |                                                                     
|------------------------------------------------- | ------------------------------------- | ----------------------- | ------------------------------------------------------------------------ | --------------------------------------------------------------------
|Option/SAR Officer Exercises
for Last Fiscal Year
|Name                                              | Number of
Shares
Acquired on
Exercise | Value
Realized          | # of Securities
Underlying
Unexercised
Options
Exercisable/Unexercisable | Value of
Unexercised-
In-the-money
Options
Exercisable/Unexercisable
|Abdul Ladha                                       | 562,575                               | $348,588                | 2,387,475/0                                                              | $893,610/0                                                          
|Barrett Sleeman
Michael Boyling
David Vogt        | 150,000
150,000
150,000               | $93,514
$93,460
$93,523 | 450,000/0
450,000/0
450,000/0                                            | $171,500/0
$171,500/0
$171,500/0                                    



Employment Agreements



We have an employment agreement with our Chief Executive Officer, Abdul Ladha, that is dated April 1, 2002.  The term of the agreement commenced as of April 1, 2002 and will continue until Mr. Ladha dies or is permanently disabled, we terminate the agreement for cause, we and Mr. Ladha mutually agree to terminate the agreement, Mr. Ladha elects to terminate the agreement or we elect to terminate the agreement.  If Mr. Ladha elects to terminate the agreement, he must give us at least 90 days written notice of his intent to terminate.  If we elect to terminate the agreement, we must give Mr. Ladha written notice equal to no less than the greater of one year or two months for each year of completed service.  In lieu of such notice, we can pay Mr. Ladha compensation for the notice period.  Mr. Ladhas cash compensation is $156,000 per year, which may be increased by the Board.  Mr. Ladha also receives an automobile allowance of $500 per month and, upon execution of the agreement, he was granted options to purchase 1,000,000 shares of our common stock.



Item 11.

Security Ownership of Certain Beneficial Owners and Management



The following table sets forth information, as of March 15, 2005, regarding the beneficial ownership of the Companys common stock by any person known to the Company to be the beneficial owner of more than 5% of the outstanding common stock, by directors and certain executive officers, and by all directors and executive officers of the Company as a group.



|                                                                    |                                                         |                    
|------------------------------------------------------------------- | ------------------------------------------------------- | -------------------
|Name and Address(1)                                                 | Amount and Nature of Beneficial Ownership of Securities | Percent of Class(2)
|                                                                    |                                                         |                    
|Abdul Ladha, Director and Executive Officer                         | 2,387,475(3)(4)                                         | 3.83%              
|Barrett Sleeman, Director                                           | 457,200(4)                                              | 0.73%              
|Dr. David Vogt, Director                                            | 457,200(4)                                              | 0.73%              
|Michael Boyling                                                     | 457,200(4)                                              | 0.73%              
|                                                                    |                                                         |                    
|All current directors and executive officers as a group
(4 persons) | 3,759,075                                               | 6.03%              
|                                                                    |                                                         |                    

_________________________

*

Represents less than 1%.

(1) The address of each of the following individuals is, c/o Ableauctions.com, Inc., 1963 Lougheed Highway, Coquitlam, British Columbia V3K 3T8.

(2) Based on an aggregate of 62,366,834 shares outstanding as of March 15, 2005.  Where a named person holds options or warrants to purchase shares of common stock of the Company, the number of shares that may be issued under those options or warrants are added to the figure 62,366,834 to calculate the percentage held by that person.

(3) Abdul Ladha, President of the Company, is a beneficiary of the Ladha (1999) Family Trust.  Hamilton Trust Company Limited is the trustee of the Ladha (1999) Family Trust.  Mr. Ladha disclaims beneficial ownership of the 3,006,875 shares held by the Ladha (1999) Family Trust.

(4) Consists of stock and options exercisable to acquire shares of common stock.



To our knowledge, none of the Companys directors, officers or affiliates, or any 5% or greater shareholder of the Company, or any associate or any such directors, officers or affiliates, is a party that is adverse to the Company in any material legal proceeding.



Item 12.

Certain Relationships and Related Transactions



Before acquiring Rapidfusion Technologies Inc. (Rapidfusion) in October 2003, we obtained services from Rapidfusion.  In 2001, Rapidfusion was controlled by Abdul Ladha, our President and Chief Executive Officer, in his capacity as the President and Chief Executive Officer of Dexton Technologies.  In the fiscal year ended December 31, 2003, we paid Rapidfusion the sum of approximately $63,848 for services before we completed the acquisition transaction.



In August 12, 2002, we entered into a joint venture with three of our directors, Abdul Ladha, Randy Ehli and Michael Boyling, to acquire approximately $345,000 of fine crystal and china from a bankruptcy estate.  In forming the joint venture, we, Abdul Ladha and Randy Ehli paid identical capital contributions and each was entitled to receive 27% of the ventures net profits.  Michael Boyling was entitled to receive 19% of the ventures net profits.  In January 2003, we bought out Randy Ehlis interest for $60,000 and we now hold a 54% interest in the joint venture.  Abdul Ladha and Michael Boyling currently hold 27% and 19% interests respectively in the joint venture.  Net profits are defined as gross revenue less costs associated with liquidation (marketing, advertising, commission, auction fees, mall rent) less a 15% overhead fee paid to us for handling the inventory.



On October 11, 2002, we assigned a $285,000 receivable to Abdul Ladha, our President and Chief Executive Officer, who in turn, reassigned it and secured a loan against it from the Canadian Imperial Bank of Commerce.  We used the loan proceeds to reduce debt and for general corporate purposes.



In 2002, we borrowed funds from a $1 million line of credit made available to us by Abdul Ladha, our President and Chief Executive Officer, secured by our assets Company and those of our subsidiaries.  As of December 31, 2002, the amount of the loan was $199,679.  As of December 31, 2003, the amount of the loan was $0.



At December 31, 2004, we leased 8,000 square feet of showroom and office space at 1963 Lougheed Highway, Coquitlam, British Columbia.  The monthly rental payments were $5,681.  The landlord was Bullion Reef Holdings Ltd., a private company wholly-owned by Hanifa Ladha, who is the wife of our President, Abdul Ladha.  The rent payments were below market, as verified independently by Burgess Austin valuators.



On February 24, 2005, we, through our assignee and wholly owned subsidiary 0716590 B.C. Ltd., exercised an option to purchase this property.  On the date of purchase, the building had two tenants besides us.  The purchase price was $2,221,316 and the effective date of the transaction was January 1, 2005.  We paid the purchase price in cash.  The property consists of 19,646 square feet of commercial space and 2,300 square feet of residential space and is located on approximately eight-tenths of an acre.  The property currently serves as our headquarters.  A portion of the property continues to be leased to the remaining two tenants.

ITEM 13.

Exhibits



|     |                                                                                                                                                                                                                                                                                                                                  | 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|2.2  | Rapidfusion Share Purchase Agreement (6)                                                                                                                                                                                                                                                                                         | 
|3.1  | 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).(1)                                                                                                                                                            | 
|3.2  | Bylaws (Incorporated by reference to Exhibit 3.6 of the Registrants Registration Statement on Form 10-SB).(1)                                                                                                                                                                                                                   | 
|10.1 | 1999 Stock Option Plan (Incorporated by reference to Exhibit 4.2 of the Registrants Registration Statement on Form S-8.(3).                                                                                                                                                                                                     | 
|10.2 | 2002 Stock Option Plan for Directors (Incorporated by reference to Exhibit 10.32 of the Registrants Annual Report on Form 10-KSB) (2)                                                                                                                                                                                           | 
|10.3 | 2002 Consultant Stock Plan (Incorporated by reference to Exhibit 10.1 of the Registrants Registration Statement on Form S-8) (4)                                                                                                                                                                                                | 
|10.4 | Purchase Agreement for Real Property between Bullion Reef Holdings, Ltd. and 0716590 B.C. Ltd.(7)                                                                                                                                                                                                                                | 
|10.5 | Agreement between the Registrant and Brean Murray & Co., Inc. dated March 8, 2005(8)                                                                                                                                                                                                                                             | 
|10.6 | Agreement between the National Auctioneers Association and iCollector.com, Technologies Inc dated March 18, 2004 (The Registrant has omitted certain portions of this exhibit pursuant to a request for confidential treatment.  The omitted material has been filed separately with the Securities and Exchange Commission.)(9) | 
|14   | Code of Ethics(10)                                                                                                                                                                                                                                                                                                               | 
|21   | Subsidiaries of Ableauctions.com, Inc*.                                                                                                                                                                                                                                                                                          | 
|23   | Consent of Cinnamon Jang Willoughby & Company*                                                                                                                                                                                                                                                                                   | 
|31   | Certification Pursuant to Rule 13a-14(a) and 15d-14(a) (4) of Chief Executive Officer and 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.

(1) Incorporated by reference to the Form 10-SB filed by the registrant with the Securities and Exchange Commission by the registrant on November 18, 1999.

(2) Incorporated by reference to the Form 10-KSB for the fiscal year ended December 31, 2002 filed by the registrant with the Securities and Exchange Commission on March 27, 2003.

(3) Incorporated by reference to the Form S-8 Registration Statement filed by the registrant with the Securities and Exchange Commission on June 13, 2003.

(4) Incorporated by reference to the Form S-8 Registration Statement filed by the registrant with the Securities and Exchange Commission on May 8, 2002.

(5) Incorporated by reference to the Form 10-QSB for the quarter ended March 31, 2003 filed by the registrant with    the Securities and Exchange Commission on May 15, 2003.

(6) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on October 24, 2003.

(7) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on February 28, 2005.

(8) Incorporated by reference to the Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on March 18, 2005.

(9) Incorporated by reference to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 14, 2004.

(10) Incorporated by reference to the Annual Report on Form KSB for the fiscal year ended December 31, 2003 filed by the Registrant on March 30, 2004.



ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES



AUDIT FEES



The aggregate fees billed for the fiscal years ended December 31, 2004 and December 31, 2003 for professional services rendered by our principal accountants for the audit of our annual financial statements, review of financial statements included in our Form 10-QSB filings and other services provided by the accountant in connection with statutory and regulatory filings are approximately as follows: Fiscal Year Ended December 31, 2004: $36,657; Fiscal Year Ended December 31, 2003: $ 26,555.



ALL OTHER ACCOUNTANT FEES



The aggregate fees billed for the fiscal years ended December 31, 2004 and December 31, 2003 for other professional services rendered by our principal accountants are approximately as follows:  Fiscal Year Ended December 31, 2004: $18,475; Fiscal Year Ended December 31, 2003: $ 7,587.







---



SIGNATURES



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:  March 31, 2005

| |                       
| | ----------------------
| | /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
Abdul Ladha         | Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer) | March 31, 2006
|/s/ Abdul Ladha
Abdul Ladha         | Interim Chief Financial Officer
(Principal Financial Officer and Accounting Officer)      | March 31, 2006
|/s/ Barrett Sleeman
Barrett Sleeman | Director                                                                                  | March 31, 2006
|/s/ Dr. David Vogt
Dr. David Vogt   | Director                                                                                  | March 31, 2006
|/s/ Michael Boyling
Michael Boyling | Director                                                                                  | March 31, 2006