Attached files
file | filename |
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EX-32 - Abtech Holdings, Inc. | v208419_ex32.htm |
EX-31.1 - Abtech Holdings, Inc. | v208419_ex31-1.htm |
EX-31.2 - Abtech Holdings, Inc. | v208419_ex31-2.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
|
¨
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended: November 30, 2010
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
ABTECH
HOLDINGS, INC.
Nevada
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14-1994102
|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
|
|
Incorporation
or Organization)
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Identification
Number)
|
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1223
Burrowhill Lane
Mississauga,
Ontario, Canada
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L5H
4M7
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
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(905)
274-5231
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 ¨
|
NO ¨
|
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required o submit and post such files).
YES ¨
|
NO ¨
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
¨
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Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
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Non-accelerated
filer
(Do
not check if smaller reporting
company)
|
¨
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Smaller
reporting company
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES ¨
|
NO ¨
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
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Outstanding
at January 18, 2010
|
|
Common
stock, $.001 par value
|
51,885,700
|
ABTECH
HOLDINGS, INC.
FORM
10-Q
November
30, 2010
INDEX
PAGE
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||
PART
I—FINANCIAL INFORMATION
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2
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Item
1. Consolidated Financial Statements
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2
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Condensed
Balance Sheets as of November 30, 2010 (Unaudited) and May 31, 2010
(Audited)
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2
|
|
Condensed
Statements of Operations for the three- and six-month periods ended
November 30, 2010 and 2009 and for the period from June 1, 2010 (inception
of development stage) to November 30, 2010 (Unaudited)
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3
|
|
Condensed
Statements of Cash Flows for the six-month periods ended November 30, 2010
and 2009 and for the period from June 1, 2010 (inception of development
stage) to November 30, 2010 (Unaudited)
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4
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Notes
to Consolidated Financial Statements
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5
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Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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9
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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12
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Item
4. Controls and Procedures
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12
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PART
II—OTHER INFORMATION
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14
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Item
1. Legal Proceedings
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14
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Item
1A. Risk Factors
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14
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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14
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Item
3. Defaults Upon Senior Securities
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14
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Item
4. Reserved
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14
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Item
5. Other Information
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14
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Item
6. Exhibits
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14
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Signature
Page
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15
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Certifications
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||
Exhibit
31.1
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||
Exhibit
31.2
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Exhibit
32
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FORWARD-LOOKING
STATEMENTS
This
Report on Form 10-Q contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995. Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements included in this
report. Such statements may be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of
such terms or the negative of such terms. Such statements are based
on management’s current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially from those
described in the forward-looking statements. Such statements address
future events and conditions concerning, among others, capital expenditures,
earnings, litigation, regulatory matters, liquidity and capital resources, and
accounting matters. Actual results in each case could differ
materially from those anticipated in such statements by reason of factors such
as future economic conditions, changes in consumer demand, legislative,
regulatory and competitive developments in markets in which we operate, results
of litigation, and other circumstances affecting anticipated revenues and costs,
and the risk factors set forth under the heading “Risk Factors” in our Annual
report on Form 10-K for the fiscal year ended May 31, 2010, filed on August 16,
2010.
As used
in this Form 10-Q, “we,” “us,” and “our” refer to Abtech Holdings, Inc., which
is also sometimes referred to as the “Company.”
YOU
SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The
forward-looking statements made in this report on Form 10-Q relate only to
events or information as of the date on which the statements are made in this
report on Form 10-Q. Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated
events. You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.
1
PART
I—FINANCIAL INFORMATION
Item
1. Financial Statements.
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
CONSOLIDATED
BALANCE SHEETS
November 30,
2010
(Unaudited)
|
May 31,
2010
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | - | $ | - | ||||
Advances
|
1,295,000 | |||||||
Total
Current Assets
|
$ | 1,295,000 | $ | - | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
$ | 151,278 | $ | 27,065 | ||||
Accounts
payable – related parties
|
70,173 | 70,173 | ||||||
Notes Payable | 480,029 | - | ||||||
Total
Current Liabilities
|
$ | 701,480 | $ | 97,238 | ||||
STOCKHOLDERS’
DEFICIENCY
|
||||||||
Common
stock
|
||||||||
300,000,000
shares authorized, at $0.001 par value;
|
||||||||
51,885,700
shares issued and outstanding (2009 - 51,000,000 shares issued and
outstanding)
|
51,886 | 51,000 | ||||||
Capital
in excess of par value
|
875,564 | (9,250 | ) | |||||
Deficit
accumulated during the pre-exploration stage
|
(138,988 | ) | (138,988 | ) | ||||
Deficit
accumulated during the development stage
|
(194,942 | ) | - | |||||
Total
Stockholders’ Deficiency
|
593,520 | (97,238 | ) | |||||
$ | 1,295,000 | $ | - |
The
accompanying notes are an integral part of these consolidated financial
statements.
2
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
For three
months
ended
November 30,
2010
|
For three
months
ended
November 30,
2009
|
For six
months
ended
November 30,
2010
|
For six
months
ended
November 30,
2009
|
From
June 1, 2010
(Inception of
Development
Stage) to
November 30,
2010
|
||||||||||||||||
REVENUE
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
EXPENSES
|
||||||||||||||||||||
Accounting
and audit
|
580 | - | 3,080 | - | 3,080 | |||||||||||||||
Consulting fees | 9,167 | - | 9,167 | - | 9,167 | |||||||||||||||
Filing
fees
|
1,485 | - | 3,671 | - | 3,671 | |||||||||||||||
Investor
relations
|
545 | - | 3,775 | - | 3,775 | |||||||||||||||
Legal
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99,323 | - | 154,113 | - | 154,113 | |||||||||||||||
Management
fees
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- | - | - | - | - | |||||||||||||||
Marketing
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- | - | 20,342 | - | 20,342 | |||||||||||||||
Office
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- | - | 74 | - | 74 | |||||||||||||||
Transfer
agent fees
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105 | - | 720 | - | 720 | |||||||||||||||
111,205 | - | 194,942 | - | 194,942 | ||||||||||||||||
NET
LOSS FROM CONTINUING OPERATIONS
|
$ | (111,205 | ) | $ | - | $ | (194,942 | ) | $ | - | $ | (194,942 | ) | |||||||
DISCONTINUED
OPERATIONS
|
- | (6,738 | ) | - | (13,177 | ) | - | |||||||||||||
NET
LOSS
|
(111,205 | ) | (6,738 | ) | (194,942 | ) | (13,177 | ) | (194,942 | ) | ||||||||||
NET
LOSS PER SHARE FROM CONTINUING OPERATIONS - Basic
and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
NET
LOSS PER SHARE FROM DISCONTINUED OPERATIONS - Basic and
diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED
AVERAGE OUTSTANDING SHARES
|
||||||||||||||||||||
Basic
and Diluted
|
51,525,580 | 51,000,000 | 51,261,354 | 51,000,000 |
The
accompanying notes are an integral part of these consolidated financial
statements.
3
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENT OF CASH FLOWS
(UNAUDITED)
For six
months
ended
November 30,
2010
|
For six
months
ended
November 30,
2009
|
From
June 1, 2010
(Inception of
Development
Stage) to
November 30,
2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (194,942 | ) | $ | (13,177 | ) | $ | (194,942 | ) | |||
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||||||
Stock
issued for services
|
40,700 | - | 40,700 | |||||||||
Notes
issued for expenses
|
2,964 | - | 2,964 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Changes
in accounts payable
|
151,278 | 151,278 | ||||||||||
Changes
in accounts payable from discontinued operations
|
- | 1,098 | 27,065 | |||||||||
Net
Cash Provided (Used) in Operations
|
- | (12,079 | ) | - | ||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
- | - | - | |||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from loan from related party related to discontinued
operations
|
- | 9,529 | - | |||||||||
- | 9,529 | - | ||||||||||
Net
Increase (Decrease) in Cash
|
- | (2,550 | ) | - | ||||||||
Cash
at Beginning of Period
|
- | 4,814 | - | |||||||||
CASH
AT END OF PERIOD
|
$ | - | $ | 2,264 | $ | - |
SUPPLEMENTAL
DISCLOSURE OF NONCASH
|
||||||||
FINANCING
ACTIVITIES:
|
||||||||
Stock
issued for advances
|
$ | 845,000 | $ | 845,000 | ||||
Stock
issued for services
|
40,700 | 40,700 | ||||||
Notes
issued for advances
|
450,000 | 450,000 | ||||||
Notes
issued for expenses
|
2,964 | 2,964 |
The
accompanying notes are an integral part of these consolidated financial
statements.
4
ABTECH
HOLDINGS, INC.
(Development
Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
November
30, 2010
(UNAUDITED)
1.
|
ORGANIZATION
|
The
Company, Abtech Holdings Inc. (formerly Laural Resources Inc.), was incorporated
under the laws of the State of Nevada on February 13, 2007, with authorized
capital stock of 300,000,000 shares at $0.001 par value. The
Company’s current year end is May 31 but on October 21, 2010 the Company
approved a change in year end to December 31.
These
consolidated financial statements include the accounts of the Company, and its
wholly-owned subsidiary, Abtech Merger Sub, Inc. All significant
inter-Company balances and transactions have been eliminated.
The
Company was organized for the purpose of acquiring and developing mineral
properties. As of June 1, 2010, the Company has decided to abandon
the Waibau Gold Claim located in the Republic of Fiji without any further work
being performed on the Waibau Gold Claim since the Company is to become an
environmental technological firm dedicated to providing innovative solutions to
communities and industry by addressing issues of water pollutants and
contamination. In furtherance of the Company’s business objectives,
effective June 14, 2010, the Company merged with its wholly-owned subsidiary,
Abtech Holdings, Inc., and amended its Articles of Incorporation for the purpose
of effecting its name change to “Abtech Holdings, Inc.” Accordingly,
the Company is no longer a pre-exploration stage company but is now considered a
development stage company.
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
Basic
and Diluted Net Income (loss) Per Share
Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes anti-dilutive
and then only the basic per share amounts are shown in the report.
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method, deferred tax assets and
liabilities are determined based on differences between financial reporting and
the tax bases of the assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect, when the differences are expected to
be reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
On
November 30, 2010, the Company had a net operating loss carry forward of
$333,930 for income tax purposes. The tax benefit of approximately
$100,000 from the loss carry forward has been fully offset by a valuation
reserve because the future tax benefit is undeterminable since the Company is
unable to establish a predictable projection of operating profits for future
years. Losses will expire on 2030.
5
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
November
30, 2010
(UNAUDITED)
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES -
Continued
|
Foreign
Currency Translations
Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the time
and, therefore, no gain or loss from the translation is
recognized. The functional currency is considered to be US
dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising
and Market Development
The
company expenses advertising and market development costs as
incurred.
Financial
Instruments
The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.
Estimates
and Assumptions
Management
uses estimates and assumptions in preparing consolidated financial statements in
accordance with general accepted accounting principles. Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from
the estimates that were assumed in preparing these consolidated financial
statements.
Statement
of Cash Flows
For the
purposes of the statement of cash flows, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.
Reclassifications
Certain
prior period amounts have been reclassified to conform with current period
presentation.
Recent
Accounting Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its consolidated financial
statements.
3.
|
ACQUISITION
OF MINERAL CLAIM
|
On March
1, 2007, the Company acquired the Waibau Gold Claim located in the Republic of
Fiji from Siti Ventures Inc., an unrelated company, for the consideration of
$5,000. The Company has decided to abandon the Waibau Gold Claim,
which will result in it having no interest in the minerals on the Waibau Gold
Claim and no future commitments.
4.
|
SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
|
Officers-directors
and their families have acquired 69% of the common stock issued and have made
advances to the Company of $70,173.
The
President of Abtech Industries (see Footnote 9) was made a Director of Abtech
Holdings, Inc. on October 4, 2010.
6
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
November
30, 2010
5.
|
NOTES
PAYABLE
|
At November 30, 2010, the Company had
unrelated third party loans payable totaling $480,029 (November 30, 2009 -
$nil). The loans bear no interest and are due on demand.
6.
|
DISCONTINUED
OPERATIONS
|
Subsequent
to the fiscal year ended May 31, 2010, the Company changed its focus from
exploration of mineral properties to clean technology products and services,
specifically in the water clean-up sector. The Company had the
following losses from discontinued operations.
Discontinued
Operations
Six months
ended
November 30,
2010
|
Six months
ended
November
30,2009
|
|||||||
Accounting
and audit
|
$ | - | $ | 4,745 | ||||
Bank
charges
|
- | 50 | ||||||
Management
fees
|
- | 6,000 | ||||||
Office
|
- | 430 | ||||||
Rent
|
- | 1,800 | ||||||
Transfer
agent’s fees
|
- | 152 | ||||||
Discontinued
operations
|
$ | - | $ | 13,177 |
7.
|
CAPITAL
STOCK
|
On April
10, 2007, the Company completed a private placement consisting of 35,000,000
post split common shares sold to directors and officers for a total
consideration of $1,750. On August 31, 2007, the Company completed a
private placement of 16,000,000 post split common shares for a total
consideration of $40,000.
On
February 12, 2008, the directors of the Company approved a resolution to forward
split the common shares of the Company on the basis of the issuance of 20 new
shares for one existing share of common stock presently held (the “Forward
Split”). As a result of the Forward Split, every one outstanding
share of common stock was increased to 20 shares of common stock. As
of November 30, 2010, there were 51,000,000 post split common shares issued and
outstanding. The 51,000,000 post split common shares are shown as
split from the date of inception.
On
October 7, 2010, the Company issued 885,700 common shares for $885,700 of debt
to an unrelated third party.
Share
Options
On
November 9, 2010, the Company granted 640,000 non-qualified stock options to
various consultants for advisory services to the Board of
Directors. The options have a fair value of
$262,140. 12.5% of the options will vest and become exercisable on
January 31, 2011 and thereafter of the last day of each quarter, and will expire
five years from the date of grant.
8.
|
GOING
CONCERN
|
The
Company will need additional working capital to service its debt and to develop
its new business, which raises substantial doubt about its ability to continue
as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate for the coming
year.
7
ABTECH
HOLDINGS, INC.
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
November
30, 2010
9.
|
ADVANCES
|
Agreement
and Plan of Merger
As
previously disclosed, on July 17, 2010, the Company entered into a merger
transaction (the “Merger”) with AbTech Industries, Inc., a Delaware corporation
(“AbTech”), pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, Abtech Merger Sub, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and
AbTech.
On
September 17, 2010, the Company entered into Amendment No. 1 to the Merger
Agreement (the “Amendment”) with Merger Sub and AbTech. Pursuant to
the Merger Agreement, the Company agreed that each issued and outstanding share
of AbTech’s common stock, immediately prior to the effective time of the merger
transaction, including any shares issued upon the conversion of AbTech’s
preferred stock, but excluding (i) shares held by AbTech, and
(ii) shares held by the Company and Merger Sub, if any, and
(iii) dissenting shares, if any, will be converted automatically into 5.259
shares of common stock of the Company. Pursuant to the Amendment, the
Company has agreed that the conversion ratio will be 5.3 instead of
5.259. Additionally, pursuant to the Merger Agreement, the Company
agreed that immediately prior to the closing of the merger transaction, the
authorized capital stock of Merger Sub will consist of 1,000 shares of Merger
Sub common stock, $0.001 par value, of which no more than 100 shares of Merger
Sub common stock will be issued and outstanding. Pursuant to the
Amendment, the Company has agreed that the authorized capital stock of Merger
Sub will instead consist of 12,000,000 shares of Merger Sub common stock, $0.001
par value, of which no more than 6,724,558 shares of Merger Sub common stock
will be issued and outstanding.
The
closing of the Merger shall occur at the date and time on or before thirty (30)
days which the conditions to the closing of the Merger, as set forth in
Article 9 of the Merger Agreement, shall have been satisfied or waived by
the appropriate party or at such time as the parties hereto agree, including,
but not limited to, AbTech receiving no less than an aggregate of $3,000,000 in
advances from the Company, which shall include the amounts previously advanced
and the remainder upon the closing date of the Merger.
Upon
closing of the Merger, the Board of Directors of the Company shall be comprised
of seven (7) directors. On or prior to the closing, the Board of
Directors of the Company shall appoint seven (7) directors of Abtech onto the
Board of Directors of the Company, and at closing, the management of AbTech
shall be appointed as the management of the Company.
As of
November 30, 2010, the Company advanced $1,295,000 to AbTech, pursuant to the
Merger Agreement noted above.
10.
|
COMMITMENTS
|
On
November, 9, 2010, the Company has entered into a two year agreement with three
consultants to serve as members of its advisory board for fees of $27,500 per
quarter. For the six month period ending November 30, 2010, the
Company has accrued of $9,167in fees (2009 - $nil).
8
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
The
following discussion should be read in conjunction with our financial statements
and notes thereto included elsewhere in this quarterly
report. Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments. Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by us, or on our behalf. We disclaim any obligation
to update forward-looking statements.
Overview
Abtech
Holdings, Inc. (“Abtech,” the “Company,” or “we”) was incorporated in the state
of Nevada on February 13, 2007 under the name “Laural Resources,
Inc.” We were engaged in the business of acquiring and developing
mineral properties. Subsequent to our fiscal year ended May 31, 2010,
we decided to change our business focus to clean technology products and
services, specifically in the water clean-up sector. In furtherance
of our business objectives, effective June 14, 2010, we merged with our
wholly-owned subsidiary, Abtech Holdings, Inc., for the purpose of effecting our
name change to “Abtech Holdings, Inc.”
As
previously disclosed, we entered into a merger transaction with AbTech
Industries, pursuant to an Agreement and Plan of Merger, dated July 17, 2010, by
and among us, Merger Sub, and AbTech , which we amended on September 17, 2010
Industries (the “Merger Agreement”). Subject to the satisfaction of
the closing conditions set forth in the Merger Agreement and upon the closing of
the transactions contemplated by the Merger Agreement, we will acquire all of
the issued and outstanding capital stock of AbTech Industries in exchange for
the stockholders of AbTech Industries acquiring a controlling ownership interest
in our Company, AbTech Industries will become a wholly-owned subsidiary of us,
and we will acquire the business and operations of AbTech
Industries.
Abtech
Industries is an environmental technologies firm dedicated to providing
innovative solutions to communities and industry addressing issues of water
pollutants and contamination. Its products are based on polymer
technologies capable of removing hydrocarbons, sediment, and other foreign
elements from still (ponds, lakes, and marinas) or flowing water (curbside
drains, pipe outflows, rivers, and oceans).
In
connection with the merger transaction, on September 22, 2010, we completed a
private placement and issued 885,700 shares of common stock of the Company at a
price of $1.00 per share for gross proceeds of $885,700, of which $40,700 of
these proceeds were used to pay accounts payable and $845,000 was advanced
directly to Abtech Industries in accordance with the Merger Agreement.
On
October 21, 2010, the Company changed its fiscal year end from May 31 to
December 31.
During
the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $450,000 in unregistered sales to
foreign institutional investors.
Subsequent
to the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $200,000 in unregistered sales to
foreign institutional investors.
Critical
Accounting Policies
Our
discussion and analysis of our financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues, and expenses, and
related disclosure of contingent assets and liabilities. On an
ongoing basis, management re-evaluates its estimates and judgments.
The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exist which
raise substantial doubt upon the validity of this assumption. The
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.
9
Critical
Accounting Policies (cont’d)
The
methods, estimates, interpretations, and judgments we use in applying our most
critical accounting policies can have a significant impact on the results that
we report in our consolidated financial statements. The Securities
and Exchange Commission (the “SEC”) considers an entity’s most critical
accounting policies to be those policies that are both most important to the
portrayal of the entity’s financial condition and results of operations and
those that require the entity’s most difficult, subjective, or complex
judgments, often as a result of the need to make estimates about matters that
are inherently uncertain when estimated. We believe the following
critical accounting policies affect our more significant judgments and estimates
used in the preparation of our consolidated financial statements.
Accounting
Methods. We recognize income and expenses based on the accrual
method of accounting.
Basic and Diluted Net Income (loss)
Per Share. Basic net income (loss) per share amounts are computed based
on the weighted average number of shares actually
outstanding. Diluted net income (loss) per share amounts are
computed using the weighted average number of common and common equivalent
shares outstanding as if shares had been issued on the exercise of the common
share rights unless the exercise becomes anti-dilutive and then only the basic
per share amounts are shown in the report.
Income Taxes. We
utilize the liability method of accounting for income taxes. Under
the liability method, deferred tax assets and liabilities are determined based
on differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reversed. An
allowance against deferred tax assets is recorded, when it is more likely than
not, that such tax benefits will not be realized.
Revenue
Recognition. We recognize revenue on the sale and delivery of
a product or the completion of a service provided.
Advertising and Market
Development. We expense advertising and market development
costs as incurred.
Financial
Instruments. The carrying amounts of financial instruments are
considered by management to be their fair value due to their short term
maturities.
Estimates and
Assumptions. Management uses estimates and assumptions in
preparing financial statements in accordance with general accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these financial
statements.
Statement of Cash
Flows. For the purposes of the statement of cash flows, we
consider all highly liquid investments with a maturity of six months or less to
be cash equivalents.
Recent Accounting
Pronouncements. We do not expect that the adoption of other
recent accounting pronouncements will have a material impact on its financial
statements.
Results
of Operations
The
following discussion of the financial condition, results of operations, cash
flows and changes in our financial position should be read in conjunction with
our audited consolidated financial statements and notes thereto for the fiscal
year ended May 31, 2010 included in our Annual Report on Form 10-K filed with
the SEC on August 16, 2010.
10
Comparison
of the three- and six-month periods ended November 30, 2010 compared with the
three- and six-month period ended November 30, 2009
Revenues.
During
the three- and six-month periods ended November 30, 2010 and November 30, 2009,
we earned no revenues.
Operating
Expenses.
Total
expenses for the three months ended November 30, 2010 increased to $111,205 from
$0 (zero) for the three months ended November 30, 2009, due largely to an
increase in legal fees from $0 (zero) for the three months ended November 30,
2009 to $99,323 for the three months ended November 30, 2010 and an increase
in consulting fees from $0 (zero) for the three months ended November
30, 2009 to $9,167 for the three months ended November 30, 2010, which increases
are primarily attributed to an increase in professional costs and fees
associated with the shift in our business focus and our fundraising
efforts..
Total
expenses for the six months ended November 30, 2010 increased to $194,942 from
$0 (zero) for the six months ended November 30, 2009, due largely to an increase
in legal fees from $0 (zero) for the six months ended November 30, 2009 to
$154,113 for the six months ended November 30, 2010 and an increase in marketing
expenses from $0 (zero) for the six months ended November 30, 2009 to $20,342
for the six months ended November 30, 2010, which increases are primarily
attributed to an increase in professional costs and fees associated with the
shift in our business focus and our fundraising efforts.
Period
from inception of development stage, June 1, 2010 to November 30,
2010
We had an
accumulated deficit during this period of $333,930. Deficit
accumulated during the pre-exploration stage was $138,988 and accumulated during
the development stage was $194,942.
As a
development stage company, we currently have limited operations, principally
directed at potential acquisition targets and revenue-generating
opportunities.
Liquidity
and Capital Resources
As of
November 30, 2010, we had no cash and our current assets were
$1,295,000. We currently have no revenue from operations. During the
six-month period ended November 30, 2010, we funded our operations from accounts
payable. We plan to continue further financings, and we believe that
this will provide sufficient working capital to fund our operations for at least
the next nine months. In order to meet our more aggressive plans to
enter and expand our operations in the environmental technological field, we
will need to raise a significant amount of capital through equity or debt
financings. There can be no assurance that we will be successful in
raising additional funds and, if unsuccessful, our plans for expanding
operations and business activities may have to be curtailed. Any
attempt to raise funds, through debt or equity financing, would likely result in
dilution to existing shareholders.
In
connection with the merger transaction, on September 22, 2010, we completed a
private placement and issued 885,700 shares of common stock of the Company at a
price of $1.00 per share for gross proceeds of $885,700, of which $40,700
of these proceeds were used to pay accounts payable and $845,000 was advanced
directly to Abtech Industries in accordance with the Merger
Agreement.
For the
six-month period ended November 30, 2010, we had no cash provided by operating
activities.
We
continue to operate with very limited administrative support, and our current
officers and directors continue to be responsible for many duties to preserve
our working capital.
Off-Balance
Sheet Transactions
The
Company has no off-balance sheet transactions.
Contractual
Obligations
As a
smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), we are not required to provide the
information required by this item.
11
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our
Principal Executive Officer, and our Principal Financial Officer, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of November 30, 2010 (the “Evaluation Date”). Based upon that
evaluation, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are not effective
as of the Evaluation Date in ensuring that information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms. This conclusion
is based on findings that constituted material weaknesses. A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of our interim financial statements will not be
prevented or detected on a timely basis. These material weaknesses
include the following:
|
·
|
As
of November 30, 2010, we did not have an audit committee which complies to
the requirements of an audit committee since it did not have an
independent “financial expert” on the committee. Even though we
have a Code of Ethics, we do not emphasize fraud and methods to avoid
it.
|
|
·
|
We
lack personnel with the experience to properly analyze and record complex
transactions in accordance with U.S.
GAAP.
|
|
·
|
We
have not achieved the optimal level of segregation of duties relative to
key financial reporting functions.
|
|
·
|
Due
to a significant number and magnitude of out-of-period adjustments
identified during the period-end closing process, management concluded
that the controls over the period-end financial reporting process were not
operating effectively. A material weakness in the
period-end financial reporting process could result in our Company not
been able to meet its regulatory filing deadlines and, if not remedied,
has the potential to cause a material misstatement or to miss a filing
deadline in the future. Management override of existing
controls is possible given the small size of the organization and lack of
personnel.
|
|
·
|
There
is no system in place to review and monitor internal control over
financial reporting. This is due to our Company maintaining an
insufficient complement of personnel to carry out ongoing monitoring
responsibilities and ensure effective internal control over financial
reporting.
|
|
·
|
We
did not perform an entity level risk assessment to evaluate the
implication of relevant risks on financial reporting, including the impact
of potential fraud related risks and the risks related to non-routine
transactions, if any, on our internal control over financial
reporting. Lack of an entity-level risk assessment constituted an
internal control design deficiency which resulted in more than a remote
likelihood that a material error would not have been prevented or
detected, and constituted a material
weakness.
|
We are
currently reviewing our disclosure controls and procedures related to these
material weaknesses and expect to implement changes in the near term, including
identifying specific areas within our governance, accounting and financial
reporting processes to add adequate resources and personnel to potentially
mitigate these material weaknesses.
12
Changes
in Internal Control over Financial Reporting
We have
had very limited operations and there were no changes in our internal controls
over financial reporting that occurred during the fiscal quarter ended November
30, 2010 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. We believe that a
control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within any company have been
detected.
13
PART II—OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
Not
applicable.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
On
September 22, 2010, the Company completed the sale of 885,700 shares of its
common stock for $1.00 per share in a private placement to foreign institutional
investors. The Company received aggregate proceeds of $885,700 from
the financing. The Company offered and sold the shares in reliance on
Regulation S of the Securities Act of 1933, as amended.
During
the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $450,000 in unregistered sales to
foreign institutional investors. The Company offered and sold the securities in
reliance on Regulation S of the Securities Act of 1933, as amended.
Subsequent
to the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $200,000 in unregistered sales to
foreign institutional investors. The Company offered and sold the securities in
reliance on Regulation S of the Securities Act of 1933, as amended.
Item 3. Defaults
Upon Senior Securities.
None.
Item
4. Reserved.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit Number
|
Name
|
|
2.1
|
Amendment
No. 1 to Agreement and Plan of Merger, dated September 17, 2010, by and
among Abtech Holdings, Inc., Abtech Merger Sub, Inc., and AbTech
Industries, Inc. (1)
|
|
10.1
|
Board
Advisory Agreement, dated November 9, 2010, by and between Abtech
Holdings, Inc. and James Saxton, LLC (2)
|
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive
Officer)
|
|
31.2
|
Rule
13a-14(d)/15d-14(d) Certification (Principal Financial
Officer)
|
|
32
|
Section
1350
Certifications
|
(1)
|
Incorporated
by reference to the registrant’s Form 8-K as filed with the SEC on
September 22, 2010.
|
(2)
|
Incorporated
by reference to the registrant’s Form 8-K as filed with the SEC on
November 12, 2010.
|
14
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 thereunto
duly authorized.
ABTECH
HOLDINGS, INC.
|
||
(Registrant)
|
||
Date:
January 19, 2010
|
By:
|
/s/ Mandi Luis
|
Mandi
Luis
|
||
Chief
Executive Officer, President, and Director
|
||
Date:
January 19, 2010
|
By:
|
/s/ Robert MacKay
|
Robert
MacKay
|
||
Chief
Accounting Officer, Chief Financial Officer, Treasurer, Secretary, and
Director
|
15