8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

June 19, 2007

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DYNABAZAAR, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

000-29423 (COMMISSION FILE NUMBER)    04-3551937 (I.R.S. EMPLOYER IDENTIFICATION NO.)

888 Seventh Avenue

New York, New York 10019

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(212) 974-5730

(REGISTRANT’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 registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry into a Material Definitive Agreement

On June 19, 2007, Dynabazaar, Inc. (“Dynabazaar”), L Q Corporation, Inc. (“L Q Corporation”) and LQ Merger Corp. entered into an amendment to the Amended and Restated Agreement and Plan of Merger, dated as of February 26, 2007 (the “Merger Agreement”), which amended certain termination provisions in the Merger Agreement as follows:

·   the deadline by which Dynabazaar or L Q Corporation may terminate the Merger Agreement if the merger has not been consummated was changed from June 30, 2007 to August 31, 2007;

·   the deadline by which Dynabazaar or L Q Corporation may terminate the Merger Agreement if the requisite vote of the stockholders of Dynabazaar or L Q Corporation has not been obtained was changed from June 25, 2007 to August 25, 2007;

·   the expiration date of the cure period for a breach of any representation or warranty set forth in the Merger Agreement was changed from June 20, 2007 to August 20, 2007; and

·   the expiration date of the cure period for a breach of any covenant or agreement set forth in the Merger Agreement was changed from June 20, 2007 to August 20, 2007.

Item 9.01. Financial Statements and Exhibits.

d.   Exhibits

2.1   Amendment to Amended and Restated Agreement and Plan of Merger, dated as of June 19, 2007, among Dynabazaar, Inc., L Q Corporation, Inc. and LQ Merger Corp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  DYNABAZAAR, INC.

Dated:  June 20, 2007                                                                             By: /s/ Melvyn Brunt              

 Melvyn Brunt

           Chief Financial Officer

EX-2.1

Exhibit 2.1

AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 19, 2007 (the “Amendment”), is entered into by and among Dynabazaar, Inc. (“Dynabazaar”), LQ Merger Corp. (“LMC”), and L Q Corporation, Inc. (“LQ”).

RECITALS

WHEREAS, Dynabazaar, LMC and LQ are parties to the Amended and Restated Agreement and Plan of Merger, dated as of February 26, 2007 (the “Merger Agreement”), under which LMC is proposed to merge with and into LQ;

WHEREAS, the parties to the Merger Agreement desire to amend the Merger Agreement in accordance with the terms of this Amendment; and

WHEREAS, Section H.3 of the Merger Agreement provides that the Merger Agreement may be amended by a written instrument signed by the parties to the Merger Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.   Section G.1.(b) of the Merger Agreement is hereby amended by replacing the words “June 30, 2007” with the words “August 31, 2007”.

2.   Section G.1.(c) of the Merger Agreement is hereby amended by replacing the words “June 25, 2007” with the words “August 25, 2007”.

3.   Section G.1.(f) of the Merger Agreement is hereby amended by replacing the words “June 20, 2007” in each place it appears with the words “August 20, 2007”.

4.   Section G.1.(g) of the Merger Agreement is hereby amended by replacing the words “June 20, 2007” in each place it appears with the words “August 20, 2007”.

5.   Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement.

6.   The execution and delivery of this Amendment shall in no way affect any right, power or remedy of any party hereto or constitute a waiver or amendment of any provision of the Merger Agreement, except as expressly set forth herein.  Except as expressly provided herein, the Merger Agreement remains in full force and effect as originally executed by the parties thereto and is hereby ratified and confirmed.

7.   This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to agreements made and fully performed within the State of New York, without regard to conflict of law principles.

8.   This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile or e-mail transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or e-mail signature were the original thereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

  L Q CORPORATION, INC.

  By: /s/ Steven Berns

  Name: Steven Berns

  Title:   Chairman

LQ MERGER CORP.

By: /s/ Melvyn Brunt

  Name: Melvyn Brunt

  Title:   Chief Financial Officer and Treasurer

     DYNABAZAAR, INC.

               By: /s/ Rory Cowan

  Name: Rory Cowan

  Title:   Chairman