Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 5,
2010
SINOCOKING
COAL AND COKE
CHEMICAL
INDUSTRIES, INC.
(Exact
name of Company as specified in charter)
|
Florida
|
000-28179
|
59-3404233
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number
|
Kuanggong Road and Tiyu Road 10th Floor,
Chengshi
Xin Yong She, Tiyu Road, Xinhua District,
Pingdingshan,
Henan Province, China 467000
(Address
of principal executive offices)
+86-3752882999
(Company’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the following
provisions (see General Instruction A.2 below).
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13(e)-4(c))
EXPLANATORY
NOTE
On
February 8, 2010, SinoCoking Coal and Coke Chemical Industries, Inc. (formerly
Ableauctions.com, Inc.) (the “Company”) filed a
current report on Form 8-K to report that the Company had completed an
acquisition in which Top Favour Limited, a British Virgin Islands corporation,
became a wholly owned subsidiary of the Company pursuant to a Share Exchange
Agreement dated July 16, 2009, as amended (“Acquisition”). This
amendment is being filed in order to amend and supplement Item 9.01 of the Form
8-K filed on February 8, 2010 to include the financial statements of the
business acquired, and disclosures regarding pro forma financial information,
required by parts (a) and (b) of Item 9.01 of Form 8-K.
Item
9.01 Financial
Statements and Exhibits
(a) Financial Statements of Business
Acquired.
Consolidated Balance Sheets as of
December 31, 2009 and June 30, 2009 (Unaudited)
Consolidated
Statements of Operations and Other Comprehensive Income for the Three Months and
Six Months ended December 31, 2009 and 2008 (Unaudited)
Consolidated
Statements of Shareholders’ Equity from July 1, 2008 to December 31,
2009
Consolidated
Statements of Cash Flows for the Six Months Ended December 31, 2009 and 2008
(Unaudited)
Notes to
Consolidated Financial Statements as of December 31, 2009
(Unaudited)
Report of
Independent Registered Public Accounting Firm dated November 18,
2009
Consolidated
Balance Sheets as of June 30, 2009 and 2008
Consolidated
Statements of Operations and Other Comprehensive Income (Loss) for the Years
Ended June 30, 2009, 2008 and 2007
Consolidated
Statements of Shareholders’ Equity from June 30, 2006 to June 30,
2009
Consolidated
Statements of Cash Flows for the Years Ended June 30, 2009, 2008 and
2007
Notes to
Consolidated Financial Statements dated June 30, 2009
(b) Pro Forma Financial
Information.
Per
Regulation S-X Article 11, a narrative description of the pro forma effects of
the Acquisition can be presented where a limited number of pro forma adjustments
are required and those adjustments are easily understood. The
Company, previously named “Ableauctions.com, Inc.”, transferred all of its
pre-Acquisition assets and liabilities to a liquidating trust for the benefit of
the pre-Acquisition shareholders of the Company on February 5, 2010, the closing
date of the Acquisition. Accordingly, from and after February 5, 2010
the Company had no other assets, liabilities, and business activities other than
that of Top Favour Limited and its subsidiaries and controlled companies, and
there are no significant pro forma adjustments
to be made. Accordingly, and we are not presenting separate pro forma
financial statements in this current report. Below is the narrative
description of the pro forma effects of the transaction.
Due to
the fact that the pre-Acquisition shareholders of Top Favour Limited, a British
Virgin Islands company (“Top Favour”) have received majority voting rights in
the combined entity resulting from the Acquisition, and Top Favour’s officers
and directors have been appointed as executive officers and directors of the
Company upon the completion of the Acquisition, the Acquisition is deemed to be
a reverse acquisition and recapitalization. In accordance with the
Accounting and Financial Reporting Interpretations and Guidance prepared by the
staff of the U.S. Securities and Exchange Commission, the Company (the legal
acquirer) is considered the accounting acquiree and Top Favour (the legal
acquiree) is considered the accounting acquirer. The consolidated
financial statements of the combined entity will be in substance be those of Top
Favour and its subsidiaries and controlled companies, with the assets and
liabilities, and revenues and expenses of the Company being included effective
from the date of the consummation of the Acquisition on February 5,
2010. The Company is deemed to be a continuation of the
business of Top Favour. The outstanding stock of the Company prior to
the Acquisition will be accounted for at their net book value and no goodwill
will be recognized.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
2.1
|
Share
Exchange Agreement (1)
|
|
|
2.2
|
First
Amendment to Share Exchange Agreement (2)
|
|
|
3.1
|
Articles
of Incorporation of Ableauctions.com, Inc., as amended
(3)
|
|
|
3.2
|
Articles
Amendment dated February 3, 2010 (5)
|
|
|
3.3
|
Bylaws
of Ableauctions.com, Inc. (3)
|
|
|
4.1
|
Specimen
Stock Certificate of Ableauctions.com, Inc. (5)
|
|
|
10.1
|
Voting
Agreement (1)
|
|
|
10.2
|
Consulting
Services Agreement (5)
|
|
|
10.3
|
Operating
Agreement (5)
|
|
|
10.4
|
Equity
Pledge Agreement (5)
|
|
|
10.5
|
Option
Agreement (5)
|
|
|
10.6
|
Voting
Rights Proxy Agreement (5)
|
|
|
10.7
|
Lease
Agreement (5)
|
|
|
10.8
|
Form
of Securities Purchase Agreement (5)
|
|
|
10.9
|
Form
of Warrant (5)
|
|
|
10.10
|
Form
of Escrow Agreement (5)
|
|
|
10.11
|
Form
of Director’s Offer and Acceptance Letter (5)
|
|
|
10.12
|
Form
of Officer’s Offer and Acceptance Letter (5)
|
|
|
14.1
|
Code
of Ethics (4)
|
|
|
99.1
|
Letter
Regarding Departure of Former CEO, CFO and Secretary
(5)
|
|
|
99.2
|
Legal
Opinion of PRC counsel (5)
|
|
|
99.3
|
Unaudited
consolidated financial statements of Top Favour Limited for the three and
six month periods ended December 31, 2009, and accompanying footnotes
*
|
|
|
99.4
|
Audited
consolidated financial statements of Top Favour Limited for the twelve
month periods ending June 30, 2007, 2008 and 2009, and accompanying
footnotes *
|
* Filed
herewith.
|
(1)
|
Incorporated
by reference to the Form 8-K Current Report filed by the Company with the
Securities and Exchange Commission on July 17,
2009.
|
|
(2)
|
Incorporated
by reference to the Form 8-K Current Report filed by the Company with the
Securities and Exchange Commission on November 25,
2009.
|
|
(3)
|
Incorporated
by reference to the Form 10-SB filed by the Company with the Securities
and Exchange Commission on November 18,
1999.
|
|
(4)
|
Incorporated
by reference to the Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 filed by the Company on March 30,
2004.
|
|
(5)
|
Incorporated
by reference to the Form 8-K Current Report filed by the Company with the
Securities and Exchange Commission on February 8,
2010.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
SINOCOKING
COAL AND COKE
CHEMICAL
INDUSTRIES, INC.
|
|||
|
Date:
March 5, 2010
|
By:
|
/s/ Jianhua Lv | |
|
Jianhua
Lv, Chief Executive Officer
|
|||