UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the Fiscal Year Ended May 31, 2010







Commission
File Number 333-144923






ABTECH HOLDINGS, INC.(Exact name of
      registrant as specified in its charter)




Nevada
            
            14-1994102(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)1223
      Burrowhill Lane
            
            L5H
      4M7(Address
      of principal executive offices)
            
            (Zip
      Code)(905)
      274-5231Registrant’s
      telephone number, including area code




Securities
registered pursuant to section 12(b) of the Act:




Title
      of each class
            
            Name
      of each exchange on which registeredNone
            
            None





Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $0.001 par
value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


£Yes   TNo




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


£Yes   TNo




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
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.  TYes   £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 (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    £Yes   £No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendments to this Form 10-K   £




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer,” “accelerated filer,” and “small
reporting company” Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            
            Accelerated
      filer o
            
            Non-accelerated
      filer   o
              (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company T




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act ).


TYes   oNo




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.




Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: As of August 16, 2010, the latest
practicable date: 51,000,000 shares of the registrant’s common stock were
outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




Exhibits
incorporated by reference are referred to under Part IV.










ABTECH
HOLDINGS, INC.


ANNUAL
REPORT ON FORM 10-K


FISCAL
YEAR ENDED MAY 31, 2010




TABLE
OF CONTENTS




PagePART
      IITEM
      1.
            Business.
            
            
            1ITEM
      1A.
            Risk
      Factors.
            
            
            2ITEM
      1B.
            Unresolved
      Staff Comments.
            
            
            14ITEM
      2.
            Properties.
            
            
            14ITEM
      3.
            Legal
      Proceedings.
            
            
            14ITEM
      4.
            Reserved.
            
            
            14PART
      IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            
            
            14ITEM
      6
            Selected
      Financial Data.
            
            
            15ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            
            
            15ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            
            
            17ITEM
      8.
            Financial
      Statements and Supplementary Data.
            
            
            17ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            
            
            17ITEM
      9A(T).
            Controls
      and Procedures.
            
            
            17ITEM
      9B.
            Other
      Information.
            
            
            18PART
      IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            
            
            19ITEM
      11.
            Executive
      Compensation.
            
            
            21ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            
            
            22ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            
            
            23ITEM
      14
            Principal
      Accountant Fees and Services.
            
            
            23PART
      IVITEM
      15.
            Exhibits
      and Financial Statement Schedules.
            
            
            24SIGNATURES
            
            
            
            25




i




Statement
Regarding Forward-Looking Statements




The
statements contained in this report on Form 10-K that are not purely historical
are forward-looking statements within the meaning of applicable securities
laws.  Forward-looking statements include statements regarding our
“expectations,” “anticipation,” “intentions,” “beliefs,” or “strategies”
regarding the future, whether or not those words are
used.  Forward-looking statements also include statements regarding
revenue, margins, expenses, and earnings analysis for fiscal 2010 and
thereafter; anticipated levels of future revenues and earnings from the
operations of Abtech Holdings, Inc. (the “Company,” “we,” “us,” or “our”);
projected costs and expenses related to our operations, liquidity, capital
resources, availability of future equity capital on commercially reasonable
terms; and satisfaction of the closing conditions set forth in the Agreement and
Plan of Merger entered into with Abtech Industries, Inc.  All
forward-looking statements included in this report are based on information
available to us as of the filing date of this report, and we assume no
obligation to update any such forward-looking statements. Our actual results
could differ materially from the forward-looking statements.  Among
the factors that could cause actual results to differ materially are the factors
discussed in Item 1A. Risk Factors.




ii




PART
I




ITEM
1. BUSINESS.




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.





We raised
$1,750 in initial seed capital on April 10, 2007 to cover the initial cost of
obtaining a mineral property that we consider holds the potential to contain
gold and/or silver mineralization.  We purchased the Waibau Gold Claim
(“Waibau Claim”) located in the Republic of Fiji for $5,000 from Siti Ventures
Inc., an unrelated company incorporated in Fiji.




On May
31, 2007, we closed a private placement pursuant to Regulation S of the
Securities Act of 1933, as amended, whereby 800,000 shares of our common stock
were sold at the price of $0.05 per share to raise $40,000.






We are
the beneficial owner of a 100% interest in the Waibau Claim, our sole mineral
property.  We do not have any ore body and have not generated any
revenues from our operations.  We had planned to explore our mineral
property and, as such in March 2007, we engaged Robert Symonds, P. Geol., to
conduct a review and analysis of the Waibau Claim and the previous exploration
work undertaken on the property and to recommend a mineral exploration program
for the Waibau Claim.  We were unable to raise any additional funds to
explore the Waibau Claim as proposed by Mr. Symonds.




As a result of the current difficult
economic environment and our lack of funding to implement our business plan, our
Board of Directors began to analyze strategic alternatives available to our
Company to continue as a going concern.  Such alternatives included
raising additional debt or equity financing or consummating a merger or
acquisition with a partner that may involve a change in our business
plan.  Although our Board of Directors’ preference was to obtain
additional funding to explore the Waibau Claim, the Board believed that it must
consider all viable strategic alternatives that are in the best interests of our
shareholders.  Such strategic alternatives included a merger,
acquisition, share exchange, asset purchase, or similar transaction in which our
present management will no longer be in control of our Company and our business
operations would be replaced by that of our transaction partner.  We
believe we would be an attractive candidate for such a business combination due
to the perceived benefits of being a publicly registered company, thereby
providing a transaction partner access to the public marketplace to raise
capital.





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.”




Subsequent
to our fiscal year ended May 31, 2010 and as we previously disclosed, we entered
into a merger transaction with AbTech Industries, Inc., a Delaware corporation
(“AbTech Industries”), pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”), dated July 17, 2010, by and among us, Abtech Merger Sub, Inc., a
Nevada corporation and wholly-owned subsidiary of our Company (“Merger Sub”),
and AbTech Industries.  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).




1









Employees




As of May 31, 2010, we had no full-time
employees, although each of our officers and directors devotes a portion of his
and her time to the affairs of our Company.




Where
You Can Find More Information




We are
required to file annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and other information with the Securities and
Exchange Commission (the “SEC”).  The public can obtain copies of
these materials by visiting the SEC’s Public Reference Room at 100 F Street, NE,
Room 1580, Washington, DC 20549, by calling the SEC at 1-800-732-0330, or by
accessing the SEC’s website at http://www.sec.gov.  We
have no Company website at this time.




ITEM
1A. RISK FACTORS.




You
should carefully consider the risks described below together with all of the
other information included in our public filings before making an investment
decision with regard to our securities.  The statements contained in
or incorporated into this Annual Report on Form 10-K that are not historic facts
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. While the risks described below are the
ones we believe are most important for you to consider, these risks are not the
only ones that we face.  If any of the following events described in
these risk factors actually occurs, our business, financial condition, or
results of operations could be harmed.  In that case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.




Risks
Relating to Our Business




Our
ability to generate revenue to support our operations is uncertain.




We are in
the early stage of our business and have no history of generating
revenues.  We have a limited operating history upon which you can
evaluate our potential for future success, and we are subject to the additional
risks affecting early-stage businesses.  Rather than relying on
historical information, financial or otherwise, to evaluate our Company, you
should evaluate our Company in light of your assessment of the growth potential
of our business and the expenses, delays, uncertainties, and complications
typically encountered by early-stage businesses, many of which will be beyond
our control.  Early-stage businesses in rapidly evolving markets
commonly face risks, such as the following:




·
            unanticipated
      problems, delays, and expenses relating to the development and
      implementation of their business
plans;




·
            operational
      difficulties;




·
            lack
      of sufficient capital;




·
            competition
      from more advanced enterprises; and




·
            uncertain
      revenue generation.




Our
limited operating history may make it difficult for us to forecast accurately
our operating results.




Our
planned expense levels are, and will continue to be, based in part on our
expectations, which is difficult to forecast accurately based on our stage of
development and factors outside of our control.  We may be unable to
adjust spending in a timely manner to compensate for any unexpected
developments.  Further, business development expenses may increase
significantly as we expand operations.  To the extent that any
unexpected expenses precede, or are not rapidly followed by, a corresponding
increase in revenue, our business, operating results, and financial condition
may be materially and adversely affected.




2




We
have a history of losses that may continue, which may negatively impact our
ability to achieve our business objectives.




We have
incurred net losses since our inception.  Our net loss from inception
to May 31, 2010, the date of our most recent audited financial statements, is
$138,988.  We cannot be assured that we can achieve or sustain
profitability on a quarterly or annual basis in the future.  Our
operations are subject to the risks and competition inherent in the
establishment of a business enterprise.  There can be no assurance
that future operations will be profitable.  We may not achieve our
business objectives and the failure to achieve such goals would have an adverse
impact on us.




Our
success depends on our ability to expand, operate, and manage successfully our
operations.




Our
success depends on our ability to expand, operate, and manage successfully our
operations.  Our ability to expand successfully will depend upon a
number of factors, including the following:




·
            the
      continued development of our
business;




·
            the
      hiring, training, and retention of additional
  personnel;




·
            the
      ability to enhance our operational, financial, and management
      systems;




·
            the
      availability of adequate financing;




·
            competitive
      factors;




·
            general
      economic and business conditions;
and




·
            the
      ability to implement methods for revenue
  generation.




If
we are unable to obtain additional capital, our business operations could be
harmed.




The
development and expansion of our business may require funds.  In the
future, we may seek additional equity or debt financing to provide capital for
our Company.  Such financing may not be available or may not be
available on satisfactory terms.  If financing is not available on
satisfactory terms, we may be unable to expand our operations.  While
debt financing will enable us to expand our business more rapidly than we
otherwise would be able to do, debt financing increases expenses and we must
repay the debt regardless of our operating results.  Future equity
financings could result in dilution to our stockholders.




The
recent global financial crisis, which has included, among other things,
significant reductions in available capital and liquidity from banks and other
providers of credit, substantial reductions or fluctuations in equity and
currency values worldwide, and concerns that the worldwide economy may enter
into a prolonged recessionary period, may make it difficult for us to raise
additional capital or obtain additional credit, when needed, on acceptable terms
or at all.




Our
inability to obtain adequate capital resources, whether in the form of equity or
debt, to fund our business and growth strategies, may require us to delay, scale
back, or eliminate some or all of our operations, which may adversely effect our
financial results and ability to operate as a going concern.




You
may suffer significant dilution if we raise additional capital.




If we
raise additional capital, we expect it will be necessary for us to issue
additional equity or convertible debt securities.  If we issue equity
or convertible debt securities, the price at which we offer such securities may
not bear any relationship to our value, the net tangible book value per share
may decrease, the percentage ownership of our current stockholders would be
diluted, and any equity securities we may issue in such offering or upon
conversion of convertible debt securities issued in such offering, may have
rights, preferences, or privileges with respect to liquidation, dividends,
redemption, voting, and other matters that are senior to or more advantageous
than our common stock.




3




If
we obtain debt financing, we will face risks associated with financing our
operations.




If we
obtain debt financing, we will be subject to the normal risks associated with
debt financing, including the risk that our cash flow will be insufficient to
meet required payments of principal and interest and the risk that we will not
be able to renew, repay, or refinance our debt when it matures or that the terms
of any renewal or refinancing will not be as favorable as the existing terms of
that debt.  If we enter into secured lending facilities and are unable
to pay our obligations to our secured lenders, they could proceed against any or
all of the collateral securing our indebtedness to them.




Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future
financing.




In their
report dated June 28, 2010, our independent auditors stated that our financial
statements for the fiscal year ended May 31, 2010 were prepared assuming that we
would continue as a going concern.  Our ability to continue as a going
concern is an issue raised as a result of recurring losses from
operations.  We continue to experience net operating
losses.  Our ability to continue as a going concern is subject to our
ability to obtain necessary funding from outside sources, including obtaining
additional funding from the sale of our securities.  Our continued net
operating losses increase the difficulty in meeting such goals and there can be
no assurances that such methods will prove successful.




We
have no employees and depend on our officers who would be difficult to replace,
and our business will likely be harmed if we lose their services or cannot hire
additional qualified personnel.




Our
success depends substantially on the efforts and abilities of our
officers.  We do not currently have any employees, and we do not
currently have any employment agreements with or key person life insurance
covering any of our officers.  The loss of services of one or more of
our officers or the inability to add key personnel could have a material adverse
effect on our business.  Competition for experienced personnel in our
industry is substantial.  Our success depends in part on our ability
to attract, hire, and retain qualified personnel.  In addition, if any
of our officers join a competitor or form a competing company, we may lose some
of our customers.




We
depend on the recruitment and retention of qualified personnel, and our failure
to attract and retain such personnel could seriously harm our
business.




Due to
the specialized nature of our business, our future performance is highly
dependent upon the continued services of current and future key personnel and
managers.  Our future business depends upon our ability to attract and
retain qualified engineering, manufacturing, marketing, sales, and management
personnel for our operations.  We may also have to compete with the
other companies in our industry in the recruitment and retention of qualified
managerial and technical employees.  Competition for personnel is
intense and confidentiality and non-compete agreements may restrict our ability
to hire individuals employed by other companies.  Therefore, we may
not be successful in attracting or retaining qualified personnel.  Our
failure to attract and retain qualified personnel could seriously harm our
business, results of operations, and financial
condition.  Furthermore, we may not be able to accurately forecast our
needs for additional personnel, which could adversely affect our ability to
grow.




The
expected results from our previously disclosed potential merger with AbTech
Industries may vary significantly from our expectations, and we can provide no
assurance that such potential merger will be completed.




The
expected results from our potential merger with AbTech Industries might vary
materially from those anticipated and disclosed by us, and we can provide no
assurance that such potential merger will be completed.  These
expectations are inherently subject to uncertainties and
contingencies.  These assumptions may be impacted by factors that are
beyond our control, including the business of AbTech Industries, the U.S.
economy, our ability to obtain financing to complete the merger with AbTech
Industries, and AbTech Industries’ stockholders approval of the
merger.  Any one of these factors may result in our failure to
complete the potential merger and such failure to complete the potential merger
may have significant adverse consequences on our ability to operate and survive
as a viable entity.




4




The
potential merger with AbTech Industries, if completed, could be difficult to
integrate, disrupt business, dilute stockholder value, and harm operating
results of the combined entity.




Our
experience in acquiring businesses is limited.  The potential merger
with AbTech Industries, if completed, involves numerous risks, including the
following:




·
            problems
      integrating the purchased operations, services, personnel, or
      technologies;




·
            unanticipated
      costs associated with the
acquisition;




·
            diversion
      of management’s attention from the core
  businesses;




·
            adverse
      effects on existing business relationships with suppliers and customers of
      purchased organizations;




·
            potential
      loss of key employees and customers of purchased organizations;
      and




·
            risk
      of impairment charges related to potential write-downs of acquired
      assets.




These
factors and potential unforseeable costs may result in disruption to the
business of the combined entity and any such disruption could have a significant
negative impact on the combined entity’s assets, revenue, expenses, and stock
price.




The
effects of the recent global economic downturn may adversely impact our
business, operating results, or financial condition.




The
recent global economic downturn has caused disruptions and extreme volatility in
global financial markets and increased rates of default and bankruptcy and has
impacted levels of consumer and commercial spending.  We are unable to
predict the duration or severity of the current global economic and financial
crisis.  There can be no assurance that any actions we may take in
response to further deterioration in economic and financial conditions will be
sufficient.  A protracted continuation or worsening of the global
economic downturn or disruptions in the financial markets could have a material
adverse effect on our business, financial condition, or results of
operations.




If
we do not achieve broad market acceptance of our future clean technology
products and services, we may not be successful.




Although
our future clean technology products and services will serve existing needs, our
delivery of these products and services is unique and subject to broad market
acceptance.  As is typical of any new product or service, the demand
for and market acceptance of these products and services are highly
uncertain.  We cannot assure you that any of our products and services
will be commercialized on a widespread basis.  The commercial
acceptance of our products and services may be affected by a number of factors,
including the willingness of municipalities and other commercial and industrial
entities to use our clean technology products and services to control the
quality of water and other fluids.  If the markets for our products
and services fail to develop on a meaningful basis, if they develop more slowly
than we anticipate, or if our products and services fail to achieve sufficient
market acceptance, our business and future results of operations could be
adversely affected.




Because
our future clean technology products may be designed to provide a solution which
competes with existing methods, we are likely to face resistance to change,
which could impede our ability to commercialize this business.




Our
future clean technology products may be designed to provide a solution to
environmental challenges created by contaminated water and other
fluids.  Currently, large and well capitalized companies provide
services in these areas.  These competitors have strong relationships
with their customers’ personnel, and there is a natural reluctance for
businesses to change to new technologies, particularly in such industries as the
oil and gas industries where our future products may be
relevant.  This reluctance is increased when potential customers make
significant capital investments in competing technologies.  Because of
these obstacles, we may face substantial barriers to commercializing our
business.




5




If
we experience rapid growth and we are not able to manage this growth
successfully, this inability to manage the growth could adversely affect our
business, financial condition, and results of operations.




Rapid
growth places a significant strain on our financial, operational, and managerial
resources.  While we engage in strategic and operational planning to
adequately manage anticipated growth, there can be no assurance that we will be
able to implement and subsequently improve operations and financial systems
successfully and in a timely manner to fully manage our growth.  There
can be no assurance that we will be able to manage our growth and any inability
to successfully manage growth could materially adversely affect our business,
financial condition, and results of operation.




We
have no experience in manufacturing or assembling products on a large scale
basis, and if we do not develop adequate manufacturing and assembly processes
and capabilities to do so in a timely manner, we may be unable to achieve our
growth and profitability objectives.




We have
no experience manufacturing or assembling products on a large
scale.  We do not know whether our current or future manufacturing
arrangements will be able to develop efficient, low-cost manufacturing
capabilities and processes that will enable us to meet the quality, price,
engineering, design and production standards, or production volumes required to
successfully mass market such products.  Even if we are successful in
developing manufacturing capabilities and processes, we do not know whether we
will do so in time to meet our product commercialization schedule or to satisfy
the requirements of our target market.  Our failure to develop these
manufacturing processes and capabilities, if necessary, in a timely manner could
prevent us from achieving our growth and profitability objectives.




If
we fail to continue to develop or acquire new products, adapt to rapid and
significant technological change, and respond to introductions of new products,
we will not be competitive.




Our
growth strategy includes significant investment in and expenditures for product
development.  We intend to sell clean technology products, primarily
in the water clean-up sector, which are characterized by rapid and significant
technological changes, frequent new product and service introductions, and
enhancements and evolving industry standards.  Without the timely
introduction of new products, services, and enhancements, our products and
services may become technologically obsolete over time, in which case our
revenue and operating results would suffer.




In
addition, our competitors may adapt more quickly to new technologies and changes
in customers’ requirements than we can.  The products that we are
currently developing, or those that we will develop in the future, may not be
technologically feasible or accepted by the marketplace, and our products or
technologies could become uncompetitive or obsolete.




The
market for our products is highly competitive, and there can be no assurance
that competitors will not emerge in the near to medium term with comparable
products or technologies.




The
markets for our products and services are expected to remain highly
competitive.  While we believe our products are unique and have, or
will have, adequate patent protection for the underlying technologies, or unique
trade secrets, there can be no assurance that competitors will not emerge in the
near to medium term with comparable products or technologies.  There
are a number of large companies involved in the same businesses as us, but with
larger more established sales and marketing organizations, technical staff, and
financial resources.  We may establish marketing and distribution
partnerships or alliances with some of these companies, but there can be no
assurance that such alliances will be formed.




6




Our
business may become substantially dependent on contracts that are awarded
through competitive bidding processes.




We may
sell a significant portion of our products pursuant to contracts that are
subject to competitive bidding, including contracts with municipal
authorities.  Competition for, and negotiation and award of, contracts
present varied risks, including, but not limited to:




·
            investment
      of substantial time and resources by management for the preparation of
      bids and proposals with no assurance that a contract will be awarded to
      us;




·
            the
      requirement to certify as to compliance with numerous laws (for example,
      socio-economic, small business, and domestic preference) for which a false
      or incorrect certification can lead to civil and criminal
      penalties;




·
            the
      need to estimate accurately the resources and cost structure required to
      service a contract; and




·
            the
      expenses and delays that we might suffer if our competitors protest a
      contract awarded to us, including the potential that the contract may be
      terminated and a new bid competition may be
  conducted.




If we are
unable to win contracts awarded through the competitive bidding process, we may
not be able to operate in the market for products and services that are provided
under those contracts for a number of years.  If we are unable to
consistently win new contract awards over any extended period, or if we fail to
anticipate all of the costs and resources that will be required to secure and
perform such contract awards, our growth strategy and our business, financial
condition, and results of operations could be materially and adversely
affected.




We
will sell products and services to companies in industries which tend to be
extremely cyclical; downturns in those industries would adversely affect our
results of operations.




The
growth and profitability of our business will depend on sales to industries that
are subject to cyclical downturns.  Slowdowns in these industries may
adversely affect sales by our businesses, which in turn would adversely affect
our revenues and results of operations.  In particular, our products
may be sold to and used by the oil and gas industry, which historically has
realized significant shifts in activity and spending due to fluctuations in
commodity prices.  Our revenues may be dependent upon spending by oil
and gas producers; therefore, a reduction in spending by producers may have a
materially adverse effect on our business, financial conditions, and results of
operations.




The
industries in which we may sell our products are heavily regulated and costs
associated with such regulation could reduce our profitability.




Federal,
state, and local authorities extensively regulate the oil and gas industry,
which is a primary industry in which we may sell our products and offer our
services.  Legislation and regulations affecting the industry are
under constant review for amendment or expansion.  State and local
authorities regulate various aspects of oil and gas activities that ultimately
affect how customers use our products and how we develop and market our
products. The overall regulatory burden on the industry increases the cost of
doing business, which, in turn, decreases profitability.




International
sales are also subject to rules and regulations promulgated by regulatory bodies
within foreign jurisdictions, and there can be no assurance that such foreign
regulatory bodies will not adopt laws or regulatory requirements that could
adversely affect our Company.




If
chemical companies engage in predatory pricing, we may lose customers, which
could materially and adversely affect us.




Municipalities
and other commercial and industrial entities traditionally have used chemicals
to control the quality of water and other fluids.  The chemical
companies represent a significant competitive factor.  The chemical
companies who supply chemicals to such municipalities and other commercial
and industrial entities may, in order to maintain their business relationship,
drastically reduce their price and seek to undercut the pricing at which we can
realistically charge for our products and services.  While predatory
pricing that is designed to drive us out of business may be illegal under the
United States anti-trust and other laws, we may lose customers as a result of
any future predatory pricing and be required to file lawsuits against any
companies who engage in such improper tactics.  Any such litigation
may be very expensive which will further impact us and affect their financial
condition.  As a result, predatory pricing by chemical companies could
materially and adversely affect us.




7




We
are, or in the future may be, subject to substantial regulation related to
quality standards applicable to our manufacturing and quality
processes.  Our failure to comply with applicable quality standards
could have an adverse effect on our business, financial condition, or results of
operations.




The
Environmental Protection Agency regulates the registration, manufacturing, and
sales and marketing of products in our industry, and those of our distributors
and partners, in the United States.  Significant government regulation
also exists in overseas markets.  Compliance with applicable
regulatory requirements is subject to continual review and is monitored through
periodic inspections and other review and reporting mechanisms.




Failure
by us or our partners to comply with current or future governmental regulations
and quality assurance guidelines could lead to temporary manufacturing
shutdowns, product recalls or related field actions, product shortages, or
delays in product manufacturing.  Efficacy or safety concerns and/or
manufacturing quality issues with respect to our products or those of our
partners could lead to product recalls, fines, withdrawals, declining sales,
and/or our failure to successfully commercialize new products or otherwise
achieve revenue growth.




If
a natural or man-made disaster strikes our or a third-party’s manufacturing
facility that we may use, we may be unable to manufacture our products for a
substantial amount of time and our sales and profitability will
decline.




The
manufacturing facility and manufacturing equipment we will use to produce our
products will be costly to replace and could require substantial lead-time to
repair or replace.  Our facility or a third-party’s facility that we
use may be affected by natural or man-made disasters.  In the event
they were affected by a disaster, we would be forced to set up alternative
production capacity, or rely on third-party manufacturers to whom we would have
to disclose our trade secrets.  Although we intend to possess
insurance for damage to our property and the disruption of our business from
casualties, such insurance may not be sufficient to cover all of our potential
losses, may not continue to be available to us on acceptable terms, or at all,
and may not address the marketing and goodwill consequences of our inability to
provide products for an extended period of time.




We
may decide to outsource manufacturing in the future.  Dependence on
contract manufacturing and outsourcing other portions of our supply chain may
adversely affect our ability to bring products to market and damage our
reputation.




As part
of our efforts to streamline operations and to cut costs in the future, we may
decided to outsource aspects of our manufacturing processes and other
functions.  If our contract manufacturers or other outsourcers fail to
perform their obligations in a timely manner or at satisfactory quality levels,
our ability to bring products to market and our reputation could
suffer.  For example, during a market upturn, our contract
manufacturers may be unable to meet our demand requirements, which may preclude
us from fulfilling our customers’ orders on a timely basis.  The
ability of these manufacturers to perform is largely outside of our
control.  Additionally, outsourcing may take place in developing
countries and, as a result, may be subject to geopolitical
uncertainty.




The
success of our businesses will depend on our ability to effectively develop and
implement strategic business initiatives.




We are
currently implementing various strategic business initiatives.  In
connection with the development and implementation of these initiatives, we will
incur additional expenses and capital expenditures to implement the
initiatives.  The development and implementation of these initiatives
also requires management to divert a portion of its time from day-to-day
operations.  These expenses and diversions could have a significant
impact on our operations and profitability, particularly if the initiatives
prove to be unsuccessful.  Moreover, if we are unable to implement an
initiative in a timely manner, or if those initiatives turn out to be
ineffective or are executed improperly, our business and operating results would
be adversely affected.




8




Failure
to successfully reduce our current or future production costs may adversely
affect our financial results.




A
significant portion of our strategy will rely upon our ability to successfully
rationalize and improve the efficiency of our operations.  In
particular, our strategy relies on our ability to reduce our production costs in
order to remain competitive.  If we are unable to continue to
successfully implement cost reduction measures, especially in a time of a
worldwide economic downturn, or if these efforts do not generate the level of
cost savings that we expect going forward or result in higher than expected
costs, there could be a material adverse effect on our business, financial
condition, results of operations, or cash flows.




If
we are unable to make necessary capital investments or respond to pricing
pressures, our business may be harmed.




In order
to remain competitive, we need to invest in research and development,
manufacturing, customer service and support, and marketing.  From time
to time, we may have to adjust the prices of our products and services to remain
competitive.  We may not have available sufficient financial or other
resources to continue to make investments necessary to maintain our competitive
position.




Failure
to obtain sufficient supply of component materials to conduct our business may
have an adverse effect on our production and revenue targets.




Our
component and materials’ suppliers may fail to meet our needs.  We
intend to manufacture our products using materials and components procured from
a limited number of third-party suppliers.  We do not currently have
long-term supply contracts with our suppliers.  This generally serves
to reduce our commitment risk, but does expose us to supply risk and to price
increases that we may have to pass on to our customers.  In some
cases, supply shortages and delays in delivery may result in curtailed
production or delays in production, which can contribute to an increase in
inventory levels and loss of profit.  We expect that shortages and
delays in deliveries of some components will occur from time to
time.  If we are unable to obtain sufficient components on a timely
basis, we may experience manufacturing delays, which could harm our
relationships with current or prospective customers and reduce our
sales.  We may also not be able to obtain competitive pricing for some
of our supplies compared to our competitors.  We also cannot assure
that the component and materials from domestic suppliers will be of similar
quality or quantity as those imported component and materials, which may lead to
rejections of component and materials by our customers.  In the event
the domestic component and materials do not perform as well as the imported
component and materials or do not perform at all, our business, financial
condition, and results of operations could be adversely affected.




We
have limited product distribution experience and we expect to rely on third
parties who may not successfully sell our products.




We have
limited product distribution experience and currently rely and plan to rely
primarily on product distribution arrangements with third parties.  We
may also license our technology to certain third parties for commercialization
of certain applications.  We expect to enter into distribution
agreements and/or licensing agreements in the future, and we may not be able to
enter into these agreements on terms that are favorable to us, if at
all.  In addition, we may have limited or no control over the
distribution activities of these third parties.  These third parties
could sell competing products and may devote insufficient sales efforts to our
products.  As a result, our future revenues from sales of our
products, if any, will depend on the success of the efforts of these third
parties.




9




We
could face significant liabilities in connection with our technology, products,
and business operations, which if incurred beyond any insurance limits, would
adversely affect our business and financial condition.




We are
subject to a variety of potential liabilities connected to our technology
development and business operations, such as potential liabilities related to
environmental risks.  As a business which manufactures and/or markets
products for use by consumers and institutions, we may become liable for any
damage caused by our products, whether used in the manner intended or
not.  Any such claim of liability, whether meritorious or not, could
be time-consuming and/or result in costly litigation.  Although we
intend to obtain insurance against certain of these risks, no assurance can be
given that such insurance will be adequate to cover related liabilities or will
be available in the future or, if available, that premiums will be commercially
justifiable.  If we were to incur any substantial liability and
related damages were not covered by our insurance or exceeded policy limits, or
if we were to incur such liability at a time when we are not able to obtain
liability insurance, our business, financial conditions, and results of
operations could be materially adversely affected.




Our
failure to protect our intellectual property rights may undermine our
competitive position, and litigation to protect our intellectual property rights
or defend against third-party allegations of infringement may be
costly.




Our
success will depend in part on our ability to develop patentable products and
obtain and enforce patent protection for our products in the United States and
other countries.  We intend to file applications, as appropriate, for
patents covering our products.  Patents may not be issued for any
pending or future patent applications owned by or licensed to us, and the claims
allowed under any issued patents may not be sufficiently broad to protect our
technology.  Any issued patents owned by or licensed to us may be
challenged, invalidated, or circumvented, and the rights under these patents may
not provide us with competitive advantages.  In addition, competitors
may design around our technology or develop competing
technologies.  Intellectual property rights may also be unavailable or
limited in some foreign countries, which could make it easier for competitors to
capture increased market position.  We could incur substantial costs
to defend suits brought against us or suits in which we may assert our patent
rights against others.  An unfavorable outcome of any such litigation
could materially adversely affect our business and results of
operations.




We may
also rely on trade secrets and proprietary know-how with which we seek to
protect our products, in part by confidentiality agreements with our
collaborators, employees, and consultants.  Nevertheless, these
agreements afford only limited protection, and the actions we take to protect
our intellectual property rights may not be adequate.  These
agreements may be breached, and we may not have adequate remedies for any
breach.  In addition, our trade secrets may otherwise become known or
be independently developed by our competitors.  As a result, third
parties may infringe or misappropriate our proprietary technologies or other
intellectual property rights, which could have a material adverse effect on our
business, financial condition, or operating results.




In
addition, policing unauthorized use of proprietary technology can be difficult
and expensive.  Litigation may be necessary to enforce our
intellectual property rights, protect our trade secrets, or determine the
validity and scope of the proprietary rights of others.  We cannot
assure you that the outcome of any litigation will be in our
favor.  Intellectual property litigation may be costly and may divert
management attention, as well as expend our other resources away from our
business.  An adverse determination in any such litigation will impair
our intellectual property rights and may harm our business, prospects, and
reputation.  In addition, we have no insurance coverage against
litigation costs and would have to bear all costs arising from such litigation
to the extent we are unable to recover them from other parties.  The
occurrence of any of the foregoing could have a material adverse effect on our
business, results of operations, and financial condition.




Operational
and Structural Risks




We
can provide no assurances as to our future financial performance or the
investment result of a purchase of our common stock.




Any
projected results of operations, including the potential merger with AbTech
Industries, involve significant risks and uncertainty, should be considered
speculative, and depend on various assumptions which may not be
correct.  The future performance of our Company and the return on our
common stock depends on a complex series of events that are beyond our control
and that may or may not occur.  Actual results for any period may or
may not approximate any assumptions that are made and may differ significantly
from such assumptions.  We can provide no assurance or prediction as
to our future profitability or to the ultimate success of an investment in our
common stock.




10




The
compensation we pay to our executive officers and employees will likely
increase, which will affect our future profitability.




We
believe that the compensation we have historically paid to our executive
officers is within the lower quartile of compensation paid by companies similar
to our Company.  If we complete the merger with AbTech Industries, we
intend to increase the compensation payable to the combined entity’s executive
officers and employees.  An increase in compensation and bonuses
payable to our executive officers and employees could decrease our net
income.




We
are subject to new corporate governance and internal control reporting
requirements, and our costs related to compliance with, or our failure to comply
with existing and future requirements, could adversely affect our
business.




We may
face new corporate governance requirements under the Sarbanes-Oxley Act of 2002,
as well as new rules and regulations subsequently adopted by the SEC and the
Public Company Accounting Oversight Board.  These laws, rules, and
regulations continue to evolve and may become increasingly stringent in the
future.  We are required to evaluate our internal control over
financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002
(“Section 404”).  We are a smaller reporting company as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended (“Exchange
Act”).  Section 404 requires us to include an internal control report
with our Annual Report on Form 10-K.  The report must include
management’s assessment of the effectiveness of our internal control over
financial reporting as of the end of the fiscal year.  This report
must also include disclosure of any material weaknesses in internal control over
financial reporting that we have identified.  Failure to comply, or
any adverse results from such evaluation, could result in a loss of investor
confidence in our financial reports and have an adverse effect on the trading
price of our securities.  We strive to continuously evaluate and
improve our control structure to help ensure that we comply with Section
404.  The financial cost of compliance with these laws, rules, and
regulations is expected to remain substantial.  We cannot assure you
that we will be able to fully comply with these laws, rules, and regulations
that address corporate governance, internal control reporting, and similar
matters.  Failure to comply with these laws, rules, and regulations
could materially adversely affect our reputation, financial condition, and the
value of our securities.




As
a public company, we will incur significant increased operating costs and our
management will be required to devote substantial time to new compliance
initiatives.




Our
management has only limited experience operating the Company as a public
company.  To operate effectively, we will be required to continue to
implement changes in certain aspects of our business and develop, manage, and
train management level and other employees to comply with on-going public
company requirements.  Failure to take such actions, or delay in the
implementation thereof, could have a material adverse effect on our business,
financial condition, and results of operations.




The
Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, impose
various requirements on public companies, including requiring establishment and
maintenance of effective disclosure and financial controls and changes in
corporate governance practices.  Our management and other personnel
will need to devote a substantial amount of time to these new compliance
initiatives.  Moreover, these rules and regulations will increase our
legal and financial compliance costs and will make some activities more
time-consuming and costly.




Risks
Related to our Common Stock




A
limited public trading market exists for our common stock, which makes it more
difficult for our stockholders to sell their common stock in the public
markets.




Although
our common stock is quoted on the OTCBB under the symbol “ABHD,” there is a
limited public market for our common stock.  No assurance can be given
that an active market will develop or that a stockholder will ever be able to
liquidate its shares of common stock without considerable delay, if at
all.  Many brokerage firms may not be willing to effect transactions
in the securities.  Even if a purchaser finds a broker willing to
effect a transaction in these securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other selling costs may
exceed the selling price.  Furthermore, our stock price may be
impacted by factors that are unrelated or disproportionate to our operating
performance.  These market fluctuations, as well as general economic,
political, and market conditions, such as recessions, interest rates, or
international currency fluctuations may adversely affect the market price and
liquidity of our common stock.




11




Our
stock price may be volatile.




The
market price of our common stock is likely to be highly volatile and could
fluctuate widely in price in response to various factors, many of which are
beyond our control, including the following:




·
            limited
      “public float” in the hands of a small number of persons whose sales (or
      lack of sales) could result in positive or negative pricing pressure on
      the market price for our common
stock;




·
            actual
      or anticipated variations in our quarterly operating
    results;




·
            changes
      in our earnings estimates;




·
            our
      ability to obtain adequate working capital
  financing;




·
            changes
      in market valuations of similar
companies;




·
            publication
      (or lack of publication) of research reports about
  us;




·
            changes
      in applicable laws or regulations, court rulings, enforcement and legal
      actions;




·
            loss
      of any strategic relationships;




·
            additions
      or departures of key management
personnel;




·
            actions
      by our stockholders (including transactions in our
  shares);




·
            speculation
      in the press or investment
community;




·
            increases
      in market interest rates, which may increase our cost of
      capital;




·
            changes
      in our industry;




·
            competitive
      pricing pressures;




·
            our
      ability to execute our business plan;
and




·
            economic
      and other external factors.




In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies.  These market fluctuations may also materially
and adversely affect the market price of our common stock.




Our
common stock may be subject to the penny stock rules which may make it more
difficult to sell our common stock.




The SEC
has adopted regulations which generally define a “penny stock” to be any equity
security that has a market price, as defined, less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain
exceptions.  Our securities may be covered by the penny stock rules,
which impose additional sales practice requirements on broker-dealers who sell
to persons other than established customers and accredited investors, such as
institutions with assets in excess of $5,000,000 or an individual with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with his or her spouse.  For transactions covered by this rule, the
broker-dealers must make a special suitability determination for the purchase
and receive the purchaser’s written agreement of the transaction prior to the
sale.  Consequently, the rule may affect the ability of broker-dealers
to sell our securities and also affect the ability of our stockholders to sell
their shares in the secondary market.




12




FINRA
sales practice requirements may also limit a shareholder’s ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer.  Prior to recommending speculative, low priced securities to
their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
investment objectives, and other information. Under interpretations of these
rules, FINRA believes that there is a high probability that speculative, low
priced securities will not be suitable for at least some
customers.  The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for our shares.




Our
common shares are currently traded at low volume, and you may be unable to sell
at or near ask prices or at all if you need to sell or liquidate a substantial
number of shares at one time.




We cannot
predict the extent to which an active public market for our common stock will
develop or be sustained.  Our common shares are currently traded, but
currently with low volume, based on quotations on the “Over-the-Counter Bulletin
Board,” meaning that the number of persons interested in purchasing our common
shares at or near bid prices at any given time may be relatively small or
non-existent.  This situation is attributable to a number of factors,
including the fact that we are a small company which is still relatively unknown
to stock analysts, stock brokers, institutional investors, and others in the
investment community that generate or influence sales volume, and that even if
we came to the attention of such persons, they tend to be risk-averse and would
be reluctant to follow an unproven company such as ours or purchase or recommend
the purchase of our shares until such time as we became more seasoned and
viable.  As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as compared
to a seasoned issuer which has a large and steady volume of trading activity
that will generally support continuous sales without an adverse effect on share
price.  We cannot give you any assurance that a broader or more active
public trading market for our common stock will develop or be sustained, or that
trading levels will be sustained.




Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
“penny stocks” has suffered in recent years from patterns of fraud and
abuse.  Such patterns include: (1) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (2) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (3) boiler room practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (4) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (5) the wholesale dumping of the same
securities by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses.  Our management is aware of the
abuses that have occurred historically in the penny stock market, and we do not
expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market.  The occurrence of these
patterns or practices could increase the future volatility of our share
price.




Our
management and stockholders may lose control of the Company as a result of a
merger or acquisition.




If we
complete the merger with AbTech Industries, we will issue as consideration for
the business opportunity to be acquired an amount of our authorized but unissued
common stock that would, upon issuance, represent the great majority of the
voting power and equity of the Company.  As a result, AbTech
Industries’ stockholders and management would control the Company, and our
current management will be replaced.  Such a merger would result in a
greatly reduced percentage of ownership of the Company by its current
stockholders.




We
have historically not paid dividends and do not intend to pay dividends for the
foreseeable future.




We have
historically not paid dividends to our stockholders, and management does not
anticipate paying any cash dividends on our common stock to our stockholders for
the foreseeable future.  Any determination we make regarding dividends
will be at the discretion of our Board of Directors and will depend on our
results of operations, our financial condition, contractual restrictions,
restrictions imposed by applicable law, and other factors our Board of Directors
deem relevant.  Even if the funds are legally available for
distribution, we may nevertheless decide not to pay any dividends.  We
presently intend to retain future earnings, if any, for use in the operation and
expansion of our business.




13




The
elimination of monetary liability against our directors, officers, and employees
under Nevada law and the existence of indemnification rights to our directors,
officers, and employees may result in substantial expenditures by our Company
and may discourage lawsuits against our directors, officers, and
employees.




Our
articles of incorporation contain a provision permitting us to eliminate the
personal liability of our directors to our Company and shareholders for damages
for breach of fiduciary duty as a director or officer to the extent provided by
Nevada law.  We may also have contractual indemnification obligations
under our employment agreements with our officers.  The foregoing
indemnification obligations could result in our Company incurring substantial
expenditures to cover the cost of settlement or damage awards against directors
and officers, which we may be unable to recoup.  These provisions and
resultant costs may also discourage our Company from bringing a lawsuit against
directors and officers for breaches of their fiduciary duties, and may similarly
discourage the filing of derivative litigation by our shareholders against our
directors and officers even though such actions, if successful, might otherwise
benefit our Company and shareholders.




ITEM
1B. UNRESOLVED STAFF COMMENTS.




Not
applicable.




ITEM
2. PROPERTIES.




We
currently maintain an administrative office located at 1223 Burrowhill Lane,
Mississauga, Ontario, Canada, L5H 4M7.  Our telephone number is (905)
274-5231.




ITEM
3. LEGAL PROCEEDINGS.




None.




ITEM
4. RESERVED.




Not
applicable.




PART
II




ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES.




Market
Information




Since
inception, there has been a limited trading market for our common
stock.   Our common stock is listed on the OTCBB under the symbol
“ABHD.”  Our common stock has been listed on the OTCBB since June
2010.  Prior to that time, there was no public market for our common
stock.




Stockholders




As of May
31, 2010, we had approximately 49 holders of record of our common stock; two of
these shareholders are officers and directors of our Company.




Dividends




We have
never declared or paid cash dividends on our common stock, and we do not
anticipate paying dividends in the foreseeable future.




Purchases
of Equity Securities By the Issuer and Affiliated Purchases




There were no issuer purchases of our
equity securities during the fiscal year ended May 31, 2010.




14




ITEM
6. SELECTED FINANCIAL INFORMATION.




As a
smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are
not required to provide the information required by this item.




ITEM
7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND    RESULTS OF OPERATIONS.




Forward-Looking Statements and
Factors That May Affect Results





You
should read the following discussion and analysis in conjunction with our
financial statements and related notes contained elsewhere in this
report.  This discussion contains forward-looking statements that
involve risks, uncertainties, and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of a variety of factors, including those set forth under Item 1A.
Risk Factors.





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.”




Subsequent
to our fiscal year ended May 31, 2010 and as we previously disclosed, we entered
into a merger transaction with AbTech Industries, pursuant to the Merger
Agreement, dated July 17, 2010, by and among us, Merger Sub, and AbTech
Industries.  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).




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.




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 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.




15




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 three 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




Fiscal
year ended May 31, 2010 compared with fiscal year ended May 31,
2009




Revenues.





Revenues
for the years ended May 31, 2010 and May 31, 2009 were $0 (zero) and $0 (zero),
respectively.





Net
Income (Loss).





Our net
loss was $29,546 for the year ended May 31, 2010, as compared to $32,655 for the
year ended May 31, 2009.  The decrease in net loss is due to a
decrease in the cost of acquisition, staking, and geological reports from $1,172
for the year ended May 31, 2009, as compared to $0 (zero) for the year ended May
31, 2010.




General
and administrative expenses.





During
the fiscal year ended May 31, 2010, we incurred total expenses of $29,546, as
compared to $32,655 for the year ended May 31, 2009.  These expenses
were related mainly to administration expenses incurred in relation to
activities associated with maintaining a public listing, such as legal and
accounting fees.




16




Liquidity
and Capital Resources





As of May
31, 2010, we had cash of $0 (zero) and a working capital deficiency of
$97,238.





For the
period ended May 31, 2010, we used $21,841 in cash flows to fund operating
activities, which reflects $7,705 of changes in accounts payable.  We
received $17,027 in cash flows from financing activities, which reflects $17,027
in proceeds from a related-party loan.





We
anticipate that our cash requirements will be significant in the near term due
to our change in business focus and our potential merger with Abtech
Industries.  We currently have no revenue from
operations.  In order to meet our business objectives, we will need to
raise additional funds through equity or convertible debt
financing.  As part of our obligations under the Merger Agreement, we
have to raise $3,000,000.  There can be no assurance that we will be
successful in raising such funds or on terms satisfactory to us, and if
unsuccessful, our plans for expanding operations and business activities may
have to be curtailed, and our merger with Abtech Industries may be adversely
affected.  Any attempt to raise funds, through debt or equity
financing, would likely result in dilution to existing
shareholders.





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 Exchange Act, we are not required to provide the
information required by this item.





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.




As a
smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are
not required to provide the information required by this item.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




Reference
is made to the financial statements, the report of our independent registered
public accounting firm, and the notes thereto commencing at page F-1 of this
report, which financial statements, report, and notes are incorporated herein by
reference.




ITEM
9. CHANGES
IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.




Not
applicable.




ITEM
9A(T). CONTROLS
AND PROCEDURES.




Under the
supervision and with the participation of our management, including Mandi Luis,
our Chief Executive Officer, and Robert MacKay, our Chief Accounting 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 May 31, 2010 (the “Evaluation
Date”).  Based on this evaluation, our Chief Executive Officer and
Chief Accounting Officer have concluded that these disclosure controls and
procedures were not effective as of the Evaluation Date due to material
weaknesses in internal control over financial reporting as more fully discussed
below.




17




Under
Rule 13a-15(e) and 15d-15(e) of the Exchange Act and Item 307 of Regulation S-K,
the SEC states that “disclosure controls and procedures” have the following
characteristics:




·
            designed
      to ensure disclosure of information that is required to be disclosed in
      the reports that Abtech files or submits under the Exchange
      Act;




·
            recorded,
      processed, summarized, and reported with the time period required by the
      SEC’s rules and forms; and




·
            accumulated
      and communicated to management to allow them to make timely decisions
      about the required disclosures.




Even
though management’s assessment that our internal control over financial
reporting was not effective and there are certain material weaknesses as more
fully described below, management believes that our financial statements
contained in our Annual Report on Form 10-K for the year ended May 31, 2010
fairly present our financial condition, results of operations, and cash flows in
all material respects.




Material
Weaknesses




Management
assessed the effectiveness of our internal control over financial reporting as
of the Evaluation Date and identified the following material
weaknesses:




·
            As
      of May 31, 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.   Due to the small size of our Company, a whistleblower
      policy is not necessary.




·
            Due
      to a significant number and magnitude of out-of-period adjustments
      identified during the year-end closing process, management has 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.




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 May 31,
2010 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.




ITEM
9B. OTHER INFORMATION.




There
were no items requiring reporting on Form 8-K that were not reported on Form 8-K
during the fourth quarter of the year covered by this Form 10-K.




18




PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.




Directors
and Executive Officers




The
following table sets forth the names, positions, and ages of our current
officers and directors as of May 31, 2010:









Name
      and Address
            
            Position(s)
            
            AgeMandi
      Luis
            
            Chief
      Executive Officer, President,and
      Director (1)
            
            54Robert
      MacKay
            
            Chief
      Financial Officer,Chief
      Accounting Officer,Secretary,
      Treasurer, and Director (2)
            
            48





(1)
            Mandi
      Luis was appointed a director on February 23, 2007 and President and Chief
      Executive Officer on February 24,
2007.




(2)
            Robert
      MacKay was appointed a director on February 24, 2007 and Chief Financial
      Officer, Chief Accounting Officer, Secretary, and Treasurer on
      February  24, 2007.




Our Board
of Directors believes that its members encompass a range of talent, skill, and
experience sufficient to provide sound and prudent guidance with respect to our
operations and interests.  The information below with respect to our
directors includes each director’s experience, qualifications, attributes, and
skills that led our Board of Directions to the conclusion that he or she should
serve as a director.




Mandy Luis
has served as a Director and President and Chief Executive Officer of our
Company since February 2007.  Ms. Luis worked for a major Canadian
bank for over 27 years, staring out in mortgage lending and soon rising to
branch and regional management positions, with her emphasis shifting to human
resources, project management, and “workplace wellness” during her last decade
with the bank.   During the past five years, Ms. Luis has
operated a consulting firm that provides individual and group career consulting,
including such services as career development, job search techniques and skills,
interview preparation, resume building, and hosting/marketing of career
development retreats and seminars.




Robert
MacKay has served as a Director and Chief Financial Officer, Chief
Accounting Officer, Secretary, and Treasurer of our Company since February
2007.  Since 1980, Mr. MacKay has been involved in community mental
health advocacy, initially in New Brunswick and more recently in Ontario. For
the past five years, Mr. MacKay has operated his own consulting company that
specializes in the promotion, creation, and implementation of “workplace
wellness” dealing with the creation and maintenance of healthy (physical and
mental) working environments for private industry and government.




None of
our officers and directors work full time for our Company.  Ms. Luis
spends approximately 24 hours a month on administrative and accounting matters,
and Mr. MacKay spends approximately 16 hours per month on corporate
matters.  None of our directors is an officer or director of any other
company with a class of securities registered pursuant to Section 12 of the
Exchange Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended.




Significant
Employees




As of May
31, 2010, we had no full-time employees, although each of our officers and
directors devotes a portion of his and her time to the affairs of our
Company.




Certain
Relationships




There are
no arrangements, understandings, or family relationships pursuant to which our
executive officers or directors were selected.  There are no related
party transactions between us and our executive officers or
directors.




Nominations
to the Board of Directors




Our
directors take a critical role in guiding our strategic direction and oversee
the management of the Company.  Board of Director candidates are
considered based upon various criteria, such as their broad-based business and
professional skills and experiences, a global business and social perspective,
concern for the long-term interests of the stockholders, diversity, and personal
integrity and judgment.  Accordingly, we seek to attract and retain
highly qualified directors.




19




In
carrying out its responsibilities, the Board of Directors will consider
candidates suggested by stockholders.  If a stockholder wishes to
formally place a candidate's name in nomination, however, he or she must do so
in accordance with the provisions of the Company's Bylaws.




Committees
of the Board of Directors




Audit
Committee




The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee.  The primary function of the
Audit Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.




Our audit
committee is comprised of Ms. Luis, our President and Chief Executive Officer
and Chairman of the audit committee, and Mr. MacKay our Chief Financial Officer,
Chief Accounting Officer, Secretary, and Treasurer, neither of whom are
independent.  Neither Ms. Luis nor Mr. MacKay can be considered an
“audit committee financial expert.”  The Company does not presently
have, among its officers and directors, a person meeting these qualifications
and given our financial conditions, small size, and limited operations and
resources, does not anticipate in seeking an audit committee financial expert in
the near future.  However Ms. Luis, Chairman of the Audit Committee,
has engaged the services of an independent Chartered Accountant as a consultant
to provide advice to the Audit Committee as and when the committee meets to
review the Company’s financial statements.




Since our
inception on February 13, 2007, our Board of Directors has conducted its
business entirely by written consent resolutions and, as such, has not
met.  Our Audit Committee has held one meeting.




Other
Committees




Our Board
of Directors has not established separately-designated standing nominating or
compensation committees due to our financial conditions, small size, and limited
operations and resources.




Code
of Ethics




To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on February 24, 2007, a Code of Business Conduct and
Ethics.  Abtech’s Code of Business Conduct and Ethics embodies our
commitment to such ethical principles and sets forth the responsibilities of
Abtech and its officers and directors to its shareholders, employees, customers,
lenders, and other stakeholders.  Abtech’s Code of Business Conduct
and Ethics addresses general business ethical principles and other relevant
issues.




Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Exchange Act
requires our directors, executive officers, and stockholders holding more than
10% of our outstanding common stock to file with the SEC initial reports of
ownership and reports of changes in beneficial ownership of our common stock.
Executive officers, directors, and greater-than-10% stockholders are required by
SEC regulations to furnish us with copies of all Section 16(a) reports they
file.





To our knowledge, based solely on
review of the copies of such reports furnished to us for the year ended May 31,
2010, no Section 16(a) reports required to be filed by our executive officers,
directors, and greater-than-10% stockholders were not filed on a timely
basis.




20




ITEM
11. EXECUTIVE COMPENSATION.




General
Philosophy




Our Board
of Directors is responsible for establishing and administering the Company’s
executive and director compensation.




Executive
Compensation




The Board
of Directors has approved a management fee to Ms. Luis, our Chief Executive
Officer, President, and Director, in the amount of $1,000 per
month.  This monthly fee will pay Ms. Luis for time in performing
administrative functions for us, including engaging consultants and developing
our business plan.  This fee was determined by our Board of Directors
by considering the amount of time Mrs. Luis will provide to the Company and also
taking into consideration the financial condition of the Company.




Compensation
Summary




The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers
during the two fiscal years ended May 31, 2010 and 2009.




SUMMARY
COMPENSATION TABLE




Name
      and
                Principal
      Position
            Year
            
            Salary
            
            
            Bonus
            
            
            Stock
      Awards
            
            
            Option
                Awards
            
            
            Non-Equity
                Incentive
                Plan
                Compensation
            
            
            Change
      in
                Pension
                Value
      and
                Nonqualified
                Deferred
                Compensation
                Earnings
            
            
            All
      Other
                Compensation
            
            
            TotalMandi
      Luis
              Chief
      Executive Officer, President, and Director
            2009
            
            $
            12,000
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            12,0002010
            
            
            12,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            12,000Robert
      MacKay
              Chief
      Financial Officer, Chief Accounting Officer, Secretary, Treasurer, and
      Director
            2009
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            02010
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0




Compensation
of Directors




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.




Outstanding
Equity Awards at Fiscal 2010 Year-End




None of
our named executive officers had any outstanding equity awards as of the fiscal
year ended May 31, 2010.




Option
Exercises and Vested Stock in Fiscal 2010




None of
our named executive officers exercised stock options or had any restricted stock
during the fiscal year ended May 31, 2010.




Employment
and Other Agreements




There are
no employment agreements with any officers or directors other than the monetary
payment to them as more fully described elsewhere in this Form
10-K.




21




Pension
and Retirement Plans





We do not
offer any annuity, pension, or retirement benefits to be paid to any of our
officers, directors, or employees in the event of retirement. There are also no
compensatory plans or arrangements with respect to any individual named above
which results or will result from the resignation, retirement, or any other
termination of employment with our company, or from a change in the control of
our Company.





Risk
Management Considerations




We
believe that our compensation policies and practices for our employees,
including our executive officers, do not create risks that are reasonably likely
to have a material adverse effect on our Company.




ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





The
following table sets forth, as of August 16, 2010, the total number of shares
owned beneficially by each of our directors, officers, and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares.  The shareholder listed below has direct ownership
of his/her shares and possesses sole voting and dispositive power with respect
to the shares.




Title
      or Class
            
            Name
      and Address of
              Beneficial
      Owner(1)
            
            Amount
      of
              Beneficial
      Ownership(2)
            
            
            Percent
      of ClassCommonStock
            
            Mandi
      Luis
              #
      15 – 1019 North Shore Blvd. E., Burlington, Ontario, Canada, L7T
      1X8
            
            
            20,000,000
            
            
            
            39.2
            %CommonStock
            
            Robert
      MacKay
              403
      – 64 Wellesley Street East
              Toronto,
      Ontario, Canada, M4Y 1G6
            
            
            15,000,000
            
            
            
            29.4
            %CommonStock
            
            Directors
      and Officers as a Group (2 persons)
            
            
            35,000,000
            
            
            
            68.6
            %







(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.




(2)
            Under
      Rule 13d-3 of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights, or conversion privileges
  outstanding.




Changes
in Control




Other
than as disclosed elsewhere in this Form 10-K, there are no existing
arrangements that may result in a change in control of the Company.




Securities
Authorized for Issuance Under Equity Compensation Plans




We do not
have any equity compensation plans.




22




ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.




Related-Party
Transactions




During
our fiscal year ended May 31, 2010 and the previous fiscal year, there were no
transactions with related parties.




Review,
Approval, or Ratification of Transactions




Although
we have adopted a Code of Ethics, we still rely on our Board of Directors to
review related party transactions on an ongoing basis to prevent conflicts of
interest.  Our Board of Directors reviews a transaction in light of
the affiliations of the director, officer, or employee and the affiliations of
such person’s immediate family. Transactions are presented to our Board of
Directors for approval before they are entered into or, if this is not possible,
for ratification after the transaction has occurred.  If our Board of
Directors finds that a conflict of interest exists, then it will determine the
appropriate remedial action, if any.  Our Board of Directors approves
or ratifies a transaction if it determines that the transaction is consistent
with the best interests of the Company.




Director
Independence





During
fiscal 2010, we did not have any independent directors on our Board of
Directors.  We evaluate independence by the standards for director
independence established by applicable laws, rules, and listing standards,
including, without limitation, the standards for independent directors
established by the New York Stock Exchange, Inc., the NASDAQ National Market,
and the SEC.




Subject
to some exceptions, these standards generally provide that a director will not
be independent if (a) the director is, or in the past three years has been,
an employee of ours; (b) a member of the director’s immediate family is, or
in the past three years has been, an executive officer of ours; (c) the
director or a member of the director’s immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the
director or a member of the director’s immediate family is, or in the past three
years has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit;
(e) the director or a member of the director’s immediate family is, or in
the past three years has been, employed as an executive officer of a company
where one of our executive officers serves on the compensation committee; or
(f) the director or a member of the director’s immediate family is an
executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other company’s
consolidated gross revenues.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.




The
following table shows the fees paid or accrued by us for the audit and other
services provided by Madsen & Associates for the fiscal periods
shown:





May
      31,
              2010
            
            
            May
      31,
              2009Audit
      Fees
            
            $
            5,000
            
            
            $
            5,000Audit-Related
      Fees
            
            
            —
            
            
            
            —Tax
      Fees
            
            
            —
            
            
            
            —All
      Other Fees
            
            
            —
            
            
            
            —Total
            
            $
            5,000
            
            
            $
            5,000





Audit
fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by the above
auditors in connection with statutory and regulatory fillings or
engagements




At the
present time, there are not sufficient directors, officers, and employees
involved with our Company to make any pre-approval policies meaningful. The full
Board of Directors pre-approves all audit and non-audit services to be performed
by the independent registered public accounting firm in accordance with the
rules and regulations promulgated under the Exchange Act.  The Board
of Directors pre-approved 100% of the audit, audit-related, and tax services
performed by the independent registered public accounting firm for the fiscal
years ended May 31, 2010 and May 31, 2009.  The percentage of hours
expended on the principal accountant's engagement to audit the Company's
financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant's full-time,
permanent employees was 0%.




23





PART
IV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.




(a)           Financial
Statements and Financial Statement Schedules




(1)
            Financial
      Statements are listed in the Index to Financial Statements on page F-1 of
      this report.




(b)           Exhibits




2.1
            
            Agreement
      and Plan of Merger, dated July 17, 2010, by and among the Registrant,
      Abtech Merger Sub, Inc., and AbTech Industries, Inc. (incorporated by
      reference to the Registrant’s Current Report on Form 8-K as filed with the
      SEC on July 22, 20103.1
            
            Certificate
      of Incorporation (incorporated by reference to the Registrant’s
      Registration Statement on Form SB-2 filed on July 27, 2007, Registration
      No. 333-144923)3.2
            
            Articles
      of Incorporation (incorporated by reference to the Registrant’s
      Registration Statement on Form SB-2 filed on July 27, 2007, Registration
      No. 333-144923)3.3
            
            Bylaws
      (incorporated by reference to the Registrant’s Registration Statement on
      Form SB-2 filed on July 27, 2007, Registration No.
    333-144923)4
            
            Stock
      Specimen (incorporated by reference to the Registrant’s Registration
      Statement on Form SB-2 filed on July 27, 2007, Registration No.
      333-144923)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference to the
      Registrant’s Registration Statement on Form SB-2 filed on July 27, 2007,
      Registration No. 333-144923)14
            
            Code
      of Business Conduct and Ethics (incorporated by reference to the
      Registrant’s Registration Statement on Form SB-2 filed on July 27, 2007,
      Registration No. 333-144923)21
            
            List
      of Subsidiaries31.1
            
            Certification
      of Chief Executive Officer pursuant to
      Rule 13a-14(a)/15d-14(a)31.2
            
            Certification
      of Chief Financial Officer pursuant to
      Rule 13a-14(a)/15d-14(a)32
            
            Section 1350
      Certification of Chief Executive Officer and Chief Financial
      Officer




24





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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.Date:
      August 16, 2010
              By:
              /s/ Mandi
LuisMandi
      LuisChief
      Executive Officer,President,
      and Director




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


Date:
      August 16, 2010
              By:
              /s/ Mandi
LuisMandi
      LuisChief
      Executive Officer,President,
      and DirectorDate:
      August 16, 2010
              By:
              /s/ Robert
    MacKayRobert
      MacKayChief
      Accounting Officer,Chief Financial Officer,Treasurer,
      Secretary, and Director




25




ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





INDEX
TO FINANCIAL STATEMENTS





May
31, 2010





PageReport
      of Independent Registered Public Accounting Firm Madsen & Associates,
      CPA’s Inc.
            
            
            F-2Financial
      Statements:Balance Sheet at May 31, 2010 and
      2009
            
            
            F-3Statement of Operations for the
      years ended May 31, 2010 and 2009and
      from February 13, 2007 through May 31, 2010
            
            
            F-4Statement of
      Stockholders’ Deficiency for the years ended May 31, 2010,
      2009and
      2008 and from February 13, 2007 through May 31, 2007
            
            
            F-5Statement of Cash Flows for the
      years ended May 31, 2010 and 2009and
      from February 13, 2007 through May 31, 2010
            
            
            F-6Notes to Financial
      Statements
            
            
            F-7




F-1




MADSEN &
      ASSOCIATES CPA’s INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
            Murray,
      Utah, 84107Telephone
      801-268-2632Fax
      801-262-3978





Board of
Directors


Abtech
Holdings, Inc.




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We have
audited the accompanying balance sheets of Abtech Holdings, Inc. (formerly
Laural Resources, Inc.) (Development stage company) at May 31, 2010 and 2009,
and the related statement of operations, changes in stockholders’ deficiency,
and cash flows for the years ended May 31, 2010 and 2009 and for period from
February 13, 2007 (date of inception) to May 31, 2010. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audit provides a reasonable basis
for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Abtech Holdings, Inc. at May 31,
2010 and 2009, and the results of operations and cash flows for years ended May
31, 2010 and 2009 and for the period from February 13, 2007 (date of inception)
to May 31, 2010, in conformity with accounting principles generally accepted in
the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.






/s/ MADSEN & ASSOCIATES,
      CPA’s INCMurray,
      Utah
            MADSEN &
      ASSOCIATES, CPA’s INC.June
      28, 2010




F-2




ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





BALANCE
SHEET





May
      31,
              2010
            
            
            May
      31,
              2009ASSETSCURRENT
      ASSETSCash
            
            $
            -
            
            
            $
            4,814Total Current
    Assets
            
            $
            -
            
            
            $
            4,814LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            
            $
            27,065
            
            
            $
            19,360Accounts payable – related
      parties
            
            
            70,173
            
            
            
            53,146Total Current
      Liabilities
            
            $
            97,238
            
            
            $
            72,506STOCKHOLDERS’
      DEFICIENCYCommon
      stock300,000,000 shares authorized, at
      $0.001 par value;51,000,000 shares issued and
      outstanding
            
            
            51,000
            
            
            
            51,000Capital in excess of par
      value
            
            
            (9,250
            )
            
            
            (9,250
            )Deficit accumulated during the
      pre-exploration stage
            
            
            (138,988
            )
            
            
            (109,442
            )Total Stockholders’
      Deficiency
            
            
            (97,238
            )
            
            
            (67,692
            )$
            -
            
            
            $
            4,814





The
accompanying notes are an integral part of these financial
statements.
  F-3




ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)




STATEMENT
OF OPERATIONS




For the
years ended May 31, 2010 and 2009 and for the period from February 13, 2007
(date of inception) to May 31, 2010:





For
      theyear
              ended
              May 31,2010
            
            
            For
      theyearended
              May 31,2009
            
            
            From
              February
      13,
              2007(date
      of
              inception)
      to
              May 31,2010REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            -EXPENSESAcquisition,
      staking and geological report
            
            
            -
            
            
            
            1,172
            
            
            
            9,344Administrative
            
            
            29,546
            
            
            
            31,483
            
            
            
            129,644NET
      LOSS FROM OPERATIONS
            
            $
            (29,546
            )
            
            $
            (32,655
            )
            
            $
            (138,988
            )NET
      LOSS PER COMMON SHAREBasic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )AVERAGE
      OUTSTANDING SHARESBasic
            
            
            51,000,000
            
            
            
            51,000,000





The
accompanying notes are an integral part of these financial
statements.
  F-4





ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





STATEMENT
OF STOCKHOLDERS’ DEFICIENCY





February
13, 2007 (date of inception) to May 31, 2010





Common
              Shares
            
            
            Stock
              Amount
            
            
            Capital
      in
              Excess
      of
              Par Value
            
            
            Accumulated
              DeficitBalance February 13,
      2007
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
      of common shares for cash at$.001
      –  April 10, 2007
            
            
            35,000,000
            
            
            
            35,000
            
            
            
            (33,250
            )
            
            
            -Issuance
      of common shares for cash at$.05
      – May 31, 2007
            
            
            16,000,000
            
            
            
            16,000
            
            
            
            24,000Net
      operating loss for the period February 13, 2007(date
      of Inception) to May 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (17,524
            )Net
      operating loss for the year ended May 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (59,263
            )Balance
      as at May 31, 2008
            
            
            51,000,000
            
            
            
            51,000
            
            
            
            (9,250
            )
            
            
            (76,787
            )Net
      operating loss for the year ended May 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (32,655
            )Balance
      as at May 31, 2009
            
            
            51,000,000
            
            
            
            51,000
            
            
            
            (9,250
            )
            
            
            (109,442
            )Net
      operating loss for the year ended May 31, 2010
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (29,546
            )Balance
      as at May 31, 2010
            
            
            51,000,000
            
            
            $
            51,000
            
            
            $
            (9,250
            )
            
            $
            (138,988
            )




The
accompanying notes are an integral part of these financial
statements.
  F-5


ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





STATEMENT
OF CASH FLOWS





For the
years ended May 31, 2010 and 2009 and for the period from February 13, 2007
(date of inception) to May 31, 2010:





For
      theyear
              ended
              May 31,2010
            
            
            For
      theyear
              ended
              May 31,2009
            
            
            From
              February
      13,
              2007(date
      of
              inception)
      to
              May 31,2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (29,546
            )
            
            $
            (32,655
            )
            
            $
            (138,988
            )Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Changes
      in accounts payable
            
            
            7,705
            
            
            
            7,799
            
            
            
            27,065Net
      Cash  Provided (Used) in Operations
            
            
            (21,841
            )
            
            
            (24,856
            )
            
            
            (111,923
            )CASH
      FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds from loan from related
      party
            
            
            17,027
            
            
            
            16,947
            
            
            
            70,173Proceeds from issuance of common
      stock
            
            
            -
            
            
            
            -
            
            
            
            41,75017,027
            
            
            
            16,947
            
            
            
            111,923Net
      Increase (Decrease) in Cash
            
            
            (4,814
            )
            
            
            (7,909
            )
            
            
            -Cash
      at Beginning of Period
            
            
            4,814
            
            
            
            12,723
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            -
            
            
            $
            4,814
            
            
            $
            -





The
accompanying notes are an integral part of these financial
statements.
  F-6





ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





NOTES
TO FINANCIAL STATEMENTS


May 31,
2010





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 was organized for the purpose of acquiring and developing mineral
properties.  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.





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 May
31, 2010, the Company had a net operating loss carry forward of $138,988 for
income tax purposes.  The tax benefit of approximately $41,700 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.




F-7




ABTECH
HOLDINGS, INC.


(formerly
Laural Resources, Inc.)


(Development
Stage Company)





NOTES
TO FINANCIAL STATEMENTS


May 31,
2010





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 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, the Company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its 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 no
interest, demand loans to the Company of $70,173.




F-8




ABTECH
HOLDINGS, INC.
 (formerly
Laural Resources, Inc.)
 (Development
Stage Company)
 
 NOTES
TO FINANCIAL STATEMENTS
 May 31,
2010


4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY - Continued





Officers-directors
are compensated for their services in the amount of a total $1,000 per month
starting May 1, 2007.





5.           CAPITAL
STOCK





On April
10, 2007, 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 May 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 May 31, 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.





6.
            GOING
      CONCERN





The
Company will need additional working capital to service its debt and to develop
the mineral claims acquired, 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.           SUBSEQUENT
EVENTS




Letter of Intent





On June
10, 2010, Laural Resources, Inc. (the “Company”) entered into a Letter of Intent
(the “LOI”) with Abtech Industries, Inc., a Delaware corporation
(“Abtech”).  Abtech is an environmental technologies firm dedicated to
providing innovative solutions to communities and industry addressing issues of
water pollutants and contamination, and 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).





Under
this LOI, the Company agreed to acquire all of the issued and outstanding
capital stock of Abtech (through a reverse merger of Abtech into a subsidiary of
the Company or other mutually acceptable mechanism (the “Merger”)) in exchange
for the issuance to Abtech shareholders of 46,000,000 shares of common stock of
the Company.  Upon closing of the Merger,  Abtech will
become a wholly-owned subsidiary of the Company and Abtech shareholders shall
own 78% of the outstanding shares of the Company on a post-closing
basis.





The
      closing of the Merger shall occur on or before ninety (90) days from the
      date on which Abtech completes the audit of its financial statements as
      required to be filed by the Company upon the Closing in accordance with
      the Securities Exchange Act of 1934, as amended, and Abtech receiving no
      less than an aggregate of $3,000,000 in advances from the Company, as more
      fully described below.





F-9


ABTECH
HOLDINGS, INC.
 (formerly
Laural Resources, Inc.)
 (Development
Stage Company)
 
 NOTES
TO FINANCIAL STATEMENTS
 May 31,
2010




7.           SUBSEQUENT
EVENTS - Continued





Upon
closing of the Merger, the Board of Directors of the Company shall be comprised
of nine (9) directors.  On or prior to the closing, the Board of
Directors of the Company shall appoint nine (9) 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.





The
Company has advanced an aggregate of $300,000 to Abtech as of June 10,
2010.  Upon execution of this LOI, the Company advanced an additional
$145,000 to Abtech.





The
Company agrees that it will advance an aggregate of $3,000,000 in cash to
Abtech, which shall include the amounts advanced as noted above, and additional
amounts in accordance with the following schedule: (a) $200,000 per month each
month after the execution of this LOI until the Closing Date, with the first
such $200,000 payment to be made within five (5) days after the execution of
this LOI and subsequent monthly payments to be made on the same day of each
month thereafter (or the next business day if such day falls on a weekend or
holiday); and (b) the remainder upon the Closing Date; provided, however, if a
definitive agreement has not been entered into between the Company and Abtech
within twenty-eight (28) days from the date of the LOI, the Company’s
obligations to advance any additional funds shall immediately
terminate.  If, at any time prior to the execution of the definitive
agreement, either party, for whatever reason, provides written notice to the
other party that it does not intend to proceed with the Closing of the
transaction, any funds advanced to Abtech hereunder shall, at Abtech’s sole
discretion be either a) repaid to the Company, b) converted into an investment
in the Senior Convertible Promissory Notes currently offered to investors by
Abtech, or c) upon supermajority approval of Abtech’s Board of Directors,
converted into a common stock equity investment in Abtech at Abtech’s current
common stock price of $3.75 per share.  Abtech agrees to prepare all
the necessary paperwork in connection with the repayment or conversion of the
advanced funds in accordance with a), b), or c) above and to issue the
appropriate repayment, notes or shares of its common stock to the Company, no
later than 60 days from the date of the termination of the LOI.  The
repayment or conversion options described in a), b), and c) above shall be
accepted by the Company in lieu of any and all claims, remedies or other
recourse of any kind for the return of such advanced funds.





Neither
party shall have any liability whatsoever to the other with respect to the
non-binding provisions hereof or the failure to conclude the transactions
described in such non-binding provisions for any reason whatsoever, including
Abtech’s failure to obtain approval for such transactions from its Board of
Directors.





Change of
Name





Effective
June 14, 2010, the Company amended its Articles of Incorporation to change its
name from “Laural Resources, Inc.” to “Abtech Holdings, Inc.”





Other subsequent
events





The
Company has evaluated subsequent events from the balance sheet date through the
date of the filing of the auditors report and has found no material subsequent
events to report.




F-10