Hongli Clean Energy Technologies (CETC) Inactive
Filed: 20 Nov 09, 12:00am
| Re: | Ableauctions.com, Inc. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed October 20, 2009 File No. 001-15931 Form 10-K and Forms 10-K/A for the Fiscal Year December 31, 2008 Filed March 25, 2009, September 25, 2009 and October 23, 2009 Form 10-Q and Form 10-Q/A for the Quarter Ended June 30, 2009 Filed on August 13, 2009 and October 23, 2009, respectively File No. 001-15931 |
| 1. | Please update the financial statements contained in your filing, both for SinoCoking and, if needed, for the company, to ensure that they comply with the requirements of Article 8 of Regulation S-X. Please also update the related disclosure elsewhere in the filing, including in the business and management’s discussion and analysis sections. |
| 2. | We note that in response to prior comment 12 from our letter dated October 2, 2009, you have amended your filing to provide certain additional disclosure called for by Items 7 and 8 of Schedule 14A with respect to the officers and directors, including members of SinoCoking’s current management, who are expected to be appointed as the company’s officers and directors following the proposed acquisition. Please revise to provide the required compensation disclosure for SinoCoking’s last-completed fiscal year ended June 30, 2009. See Item 8 of Schedule 14A and Item 402(m)-(r) of Regulation S-K. |
| 3. | We note your response to comment 6 in your letter dated October 23, 2009 as it relates to the Staff’s review of the Company’s Form 10-K. Please revise your proxy disclosures to include a discussion regarding the sale of the property held by your Township Holdings joint venture. Disclose the list price for such property including estimated selling costs and disclose how this price was determined. Also, to the extent the net estimated selling price will not be sufficient to cover the carrying value of your Investment in Joint Venture then please disclose the amount of potential impairment to this asset. |
| 5. | The second column of your balance sheet is captioned “March 31, 2009.” However, a review of your Form 10-Q for the quarter ended June 30, 2009, indicates that the figures set forth in this column are actually as of June 30, 2009. Please ensure that your balance sheet references the appropriate date in the next amendment. |
| 6. | The disclosures on page 56 of the preliminary proxy statement filed on October 20, 2009 indicate that the company initially purchased one-half of Surrey Central City Holdings’ Class A common stock for $1,347,440, of which one-half was due in cash and one-half was paid with a promissory note. We further note that your investment subsequently increased by $519,645 to $1,867,085 when Surrey purchased an additional adjacent lot, thereby increasing the promissory note by the same amount to $1,193,365. Based on these disclosures, it appears that (excluding interest) the company owed $1,193,365 for the promissory note and $673,720 for one-half of the initial investment due in cash, (which according to your proxy disclosure has not yet been paid) for a total due to Mr. Ladha of $1,867,085. Please reconcile this amount to the “due to related party” balances at December 31, 2008 and June 30, 2009. In this regard, we note that in July 2009, Mr. & Mrs. Ladha each converted $500,000 principal amount of the notes or $1.0 million (plus interest) into the company’s common stock; however, it is not clear from your current disclosures or from the statement of cash flows what payments, if any, were made during the periods ended December 31, 2008 and June 30, 2009 to reduce the initial liability from its original amount. Please explain. |
| $673,720 | Cash portion of purchase price for Surrey Class A common Stock |
| $673,720 | Note portion of purchase price for Surrey Class A common Stock |
| $328,682 | Initial adjustment made to purchase price for Surrey Class A common stock (based on the purchase price of the fifth lot) |
| $50,178 | Loans made to the Company by Abdul Ladha |
| ($363,602) | Partial repayment of cash portion of purchase price for Surrey Class A common stock |
| $1,057 | Currency exchange adjustment |
| ($184,096) | Partial repayment of cash portion of purchase price for Surrey Class A common stock |
| $190,962 | Final adjustment made to purchase price for Surrey Class A common stock (based on appraisals) |
| ($24,952) | Partial repayment for cash purchase of Surrey Class A common stock |
| $11,072 | Currency exchange adjustment |
| ($1,040,273) | Partial conversion of the promissory note issued for the purchase price of the Surrey Class A common stock |
| ($250,000) | Repayment of the promissory note issued for the purchase price of the Series A common stock and other loans |
| $60,892 | Currency exchange adjustment and interest |