UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q





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


For
the quarterly period ended: November 30, 2010





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





ABTECH
HOLDINGS, INC.








Nevada
              
              14-1994102(State
      or Other Jurisdiction of
              
              (I.R.S.
      EmployerIncorporation
      or Organization)
              
              Identification
      Number)1223
      Burrowhill Lane
                Mississauga,
      Ontario, Canada
              
              L5H
      4M7(Address
      of Principal Executive Offices)
              
              (Zip
      Code)





(905)
274-5231








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES ̈
            
            NO ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required o submit and post such files).


YES ̈
            
            NO ̈





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





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





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


YES ̈
            
            NO ̈





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





Class
            
            Outstanding
      at January 18, 2010Common
      stock, $.001 par value
            
            51,885,700





ABTECH
HOLDINGS, INC.


FORM
10-Q




November
30, 2010




INDEX


PAGEPART
      I—FINANCIAL INFORMATION
                
                2Item
      1.  Consolidated Financial Statements
                
                2Condensed
      Balance Sheets as of November 30, 2010 (Unaudited) and May 31, 2010
      (Audited)
                
                2Condensed
      Statements of Operations for the three- and six-month periods ended
      November 30, 2010 and 2009 and for the period from June 1, 2010 (inception
      of development stage) to November 30, 2010 (Unaudited)
                
                3Condensed
      Statements of Cash Flows for the six-month periods ended November 30, 2010
      and 2009 and for the period from June 1, 2010 (inception of development
      stage) to November 30, 2010 (Unaudited)
                
                4Notes
      to Consolidated Financial Statements
                
                5Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                
                9Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                
                12Item
      4.  Controls and Procedures
                
                12PART
      II—OTHER INFORMATION
                
                14Item
      1.  Legal Proceedings
                
                14Item
      1A.  Risk Factors
                
                14Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                
                14Item
      3.  Defaults Upon Senior Securities
                
                14Item
      4.  Reserved
                
                14Item
      5.  Other Information
                
                14Item
      6.  Exhibits
                
                14Signature
      Page
                
                15CertificationsExhibit
      31.1Exhibit
      31.2Exhibit
      32





FORWARD-LOOKING
STATEMENTS




This
Report on Form 10-Q contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995.  Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements included in this
report.  Such statements may be identified by the use of
forward-looking terminology such as “may,” “will,” “expect,” “believe,”
“estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of
such terms or the negative of such terms.  Such statements are based
on management’s current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially from those
described in the forward-looking statements.  Such statements address
future events and conditions concerning, among others, capital expenditures,
earnings, litigation, regulatory matters, liquidity and capital resources, and
accounting matters.  Actual results in each case could differ
materially from those anticipated in such statements by reason of factors such
as future economic conditions, changes in consumer demand, legislative,
regulatory and competitive developments in markets in which we operate, results
of litigation, and other circumstances affecting anticipated revenues and costs,
and the risk factors set forth under the heading “Risk Factors” in our Annual
report on Form 10-K for the fiscal year ended May 31, 2010, filed on August 16,
2010.




As used
in this Form 10-Q, “we,” “us,” and “our” refer to Abtech Holdings, Inc., which
is also sometimes referred to as the “Company.”




YOU
SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS




The
forward-looking statements made in this report on Form 10-Q relate only to
events or information as of the date on which the statements are made in this
report on Form 10-Q.  Except as required by law, we undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events, or otherwise, after the date on
which the statements are made or to reflect the occurrence of unanticipated
events.  You should read this report and the documents that we
reference in this report, including documents referenced by incorporation,
completely and with the understanding that our actual future results may be
materially different from what we expect or hope.


1


PART
I—FINANCIAL INFORMATION




Item
1.  Financial Statements.




ABTECH
HOLDINGS, INC.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





November 30,
                                          2010
                                          (Unaudited)
                                        
                                        
                                        May 31,
                                          2010
                                          (Audited)ASSETSCURRENT
      ASSETSCash
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -Advances
                                        
                                        
                                        1,295,000Total
      Current Assets
                                        
                                        $
                                        1,295,000
                                        
                                        
                                        $
                                        -LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                        
                                        $
                                        151,278
                                        
                                        
                                        $
                                        27,065Accounts
      payable – related parties
                                        
                                        
                                        70,173
                                        
                                        
                                        
                                        70,173Notes
      Payable
                                        
                                        
                                        480,029
                                        
                                        
                                        
                                        -Total
      Current Liabilities
                                        
                                        $
                                        701,480
                                        
                                        
                                        $
                                        97,238STOCKHOLDERS’
      DEFICIENCYCommon
      stock300,000,000
      shares authorized, at $0.001 par value;51,885,700
      shares issued and outstanding (2009 - 51,000,000 shares issued and
      outstanding)
                                        
                                        
                                        51,886
                                        
                                        
                                        
                                        51,000Capital
      in excess of par value
                                        
                                        
                                        875,564
                                        
                                        
                                        
                                        (9,250
                                        )Deficit
      accumulated during the pre-exploration stage
                                        
                                        
                                        (138,988
                                        )
                                        
                                        
                                        (138,988
                                        )Deficit
      accumulated during the development stage
                                        
                                        
                                        (194,942
                                        )
                                        
                                        
                                        -Total
      Stockholders’ Deficiency
                                        
                                        
                                        593,520
                                        
                                        
                                        
                                        (97,238
                                        )$
                                        1,295,000
                                        
                                        
                                        $
                                        -





The
accompanying notes are an integral part of these consolidated financial
statements.


2


ABTECH
HOLDINGS, INC.


(A
Development Stage Company)




CONSOLIDATED
STATEMENTS OF OPERATIONS
 (UNAUDITED)





For three
                                      months
                                      ended
                                      November 30,
                                      2010
                                    
                                    
                                    For three
                                      months
                                      ended
                                      November 30,
                                      2009
                                    
                                    
                                    For six
                                      months
                                      ended
                                      November 30,
                                      2010
                                    
                                    
                                    For six
                                      months
                                      ended
                                      November 30,
                                      2009
                                    
                                    
                                    From
                                      June 1, 2010
                                      (Inception of
                                      Development
                                      Stage) to
                                      November 30,
                                      2010REVENUE
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -EXPENSESAccounting
      and audit
                                    
                                    
                                    580
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,080
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,080Consulting
      fees
                                    
                                    
                                    9,167
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    9,167
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    9,167Filing
      fees
                                    
                                    
                                    1,485
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,671
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,671Investor
      relations
                                    
                                    
                                    545
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,775
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,775Legal
                                    
                                    
                                    99,323
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    154,113
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    154,113Management
      fees
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Marketing
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    20,342
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    20,342Office
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    74
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    74Transfer
      agent fees
                                    
                                    
                                    105
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    720
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    720111,205
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    194,942
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    194,942NET
      LOSS FROM CONTINUING OPERATIONS
                                    
                                    $
                                    (111,205
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (194,942
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (194,942
                                    )DISCONTINUED
      OPERATIONS
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (6,738
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (13,177
                                    )
                                    
                                    
                                    -NET
      LOSS
                                    
                                    
                                    (111,205
                                    )
                                    
                                    
                                    (6,738
                                    )
                                    
                                    
                                    (194,942
                                    )
                                    
                                    
                                    (13,177
                                    )
                                    
                                    
                                    (194,942
                                    )NET
      LOSS PER SHARE FROM CONTINUING OPERATIONS -Basic
      and diluted
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )NET
      LOSS PER SHARE FROM DISCONTINUED OPERATIONS - Basic and
      diluted
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.00
                                    )WEIGHTED
      AVERAGE OUTSTANDING SHARESBasic
      and Diluted
                                    
                                    
                                    51,525,580
                                    
                                    
                                    
                                    51,000,000
                                    
                                    
                                    
                                    51,261,354
                                    
                                    
                                    
                                    51,000,000





The
accompanying notes are an integral part of these consolidated financial
statements.


3


ABTECH
HOLDINGS, INC.


(A
Development Stage Company)




CONSOLIDATED
STATEMENT OF CASH FLOWS


(UNAUDITED)





For six
                  months
                  ended
                  November 30,
                  2010
              
              
              For six
                  months
                  ended
                  November 30,
                  2009
              
              
              From
                  June 1, 2010
                  (Inception of
                  Development
                  Stage) to
                  November 30,
                  2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (194,942
              )
              
              $
              (13,177
              )
              
              $
              (194,942
              )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Stock
      issued for services
              
              
              40,700
              
              
              
              -
              
              
              
              40,700Notes
      issued for expenses
              
              
              2,964
              
              
              
              -
              
              
              
              2,964Changes
      in operating assets and liabilities:Changes
      in accounts payable
              
              
              151,278
              
              
              
              
              
              
              
              151,278Changes
      in accounts payable from discontinued operations
              
              
              -
              
              
              
              1,098
              
              
              
              27,065Net
      Cash  Provided (Used) in Operations
              
              
              -
              
              
              
              (12,079
              )
              
              
              -CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loan from related party related to discontinued
      operations
              
              
              -
              
              
              
              9,529
              
              
              
              --
              
              
              
              9,529
              
              
              
              -Net
      Increase (Decrease) in Cash
              
              
              -
              
              
              
              (2,550
              )
              
              
              -Cash
      at Beginning of Period
              
              
              -
              
              
              
              4,814
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              -
              
              
              $
              2,264
              
              
              $
              -




SUPPLEMENTAL
      DISCLOSURE OF NONCASHFINANCING
      ACTIVITIES:Stock
      issued for advances
                  
                  $
                  845,000
                  
                  
                  $
                  845,000Stock
      issued for services
                  
                  
                  40,700
                  
                  
                  
                  40,700Notes
      issued for advances
                  
                  
                  450,000
                  
                  
                  
                  450,000Notes
      issued for expenses
                  
                  
                  2,964
                  
                  
                  
                  2,964




The
accompanying notes are an integral part of these consolidated financial
statements.


4


ABTECH
HOLDINGS, INC.


(Development
Stage Company)




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


November
30, 2010






1.
            ORGANIZATION




The
Company, Abtech Holdings Inc. (formerly Laural Resources Inc.), was incorporated
under the laws of the State of Nevada on February 13, 2007, with authorized
capital stock of 300,000,000 shares at $0.001 par value. The
Company’s current year end is May 31 but on October 21, 2010 the Company
approved a change in year end to December 31.


These
consolidated financial statements include the accounts of the Company, and its
wholly-owned subsidiary, Abtech Merger Sub, Inc.  All significant
inter-Company balances and transactions have been eliminated.


The
Company was organized for the purpose of acquiring and developing mineral
properties.  As of June 1, 2010, the Company has decided to abandon
the Waibau Gold Claim located in the Republic of Fiji without any further work
being performed on the Waibau Gold Claim since the Company is to become an
environmental technological firm dedicated to providing innovative solutions to
communities and industry by addressing issues of water pollutants and
contamination.  In furtherance of the Company’s business objectives,
effective June 14, 2010, the Company merged with its wholly-owned subsidiary,
Abtech Holdings, Inc., and amended its Articles of Incorporation for the purpose
of effecting its name change to “Abtech Holdings, Inc.”  Accordingly,
the Company is no longer a pre-exploration stage company but is now considered a
development stage company.




2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES




Accounting
Methods




The
Company recognizes income and expenses based on the accrual method of
accounting.




Dividend
Policy




The
Company has not yet adopted a policy regarding payment of
dividends.




Basic
and Diluted Net Income (loss) Per Share




Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.  Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes anti-dilutive
and then only the basic per share amounts are shown in the report.




Income
Taxes




The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method, deferred tax assets and
liabilities are determined based on differences between financial reporting and
the tax bases of the assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect, when the differences are expected to
be reversed.  An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.




On
November 30, 2010, the Company had a net operating loss carry forward of
$333,930 for income tax purposes.  The tax benefit of approximately
$100,000 from the loss carry forward has been fully offset by a valuation
reserve because the future tax benefit is undeterminable since the Company is
unable to establish a predictable projection of operating profits for future
years.  Losses will expire on 2030.


5


ABTECH
HOLDINGS, INC.


(A
Development Stage Company)




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


November
30, 2010


2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued




Foreign
Currency Translations




Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the time
and, therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.




Revenue
Recognition




Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.




Advertising
and Market Development




The
company expenses advertising and market development costs as
incurred.




Financial
Instruments




The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.




Estimates
and Assumptions




Management
uses estimates and assumptions in preparing consolidated financial statements in
accordance with general accepted accounting principles.  Those
estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.   Actual results could vary from
the estimates that were assumed in preparing these consolidated financial
statements.




Statement
of Cash Flows




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




Reclassifications
  Certain
prior period amounts have been reclassified to conform with current period
presentation.


Recent
Accounting Pronouncements




The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its consolidated financial
statements.




3.
            ACQUISITION
      OF MINERAL CLAIM




On March
1, 2007, the Company acquired the Waibau Gold Claim located in the Republic of
Fiji from Siti Ventures Inc., an unrelated company, for the consideration of
$5,000.  The Company has decided to abandon the Waibau Gold Claim,
which will result in it having no interest in the minerals on the Waibau Gold
Claim and no future commitments.




4.
            SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY




Officers-directors
and their families have acquired 69% of the common stock issued and have made
advances to the Company of $70,173.




The
President of Abtech Industries (see Footnote 9) was made a Director of Abtech
Holdings, Inc. on October 4, 2010.


6


ABTECH
HOLDINGS, INC.


(A
Development Stage Company)




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


November
30, 2010
  5.
                NOTES
      PAYABLE
  At November 30, 2010, the Company had
unrelated third party loans payable totaling $480,029 (November 30, 2009 -
$nil).  The loans bear no interest and are due on demand.


6.
            DISCONTINUED
      OPERATIONS




Subsequent
to the fiscal year ended May 31, 2010, the Company changed its focus from
exploration of mineral properties to clean technology products and services,
specifically in the water clean-up sector.  The Company had the
following losses from discontinued operations.




Discontinued
Operations




Six months
                                ended
                                November 30,
                                2010
                              
                              
                              Six months
                                ended
                                November
                                30,2009Accounting
      and audit
                              
                              $
                              -
                              
                              
                              $
                              4,745Bank
      charges
                              
                              
                              -
                              
                              
                              
                              50Management
      fees
                              
                              
                              -
                              
                              
                              
                              6,000Office
                              
                              
                              -
                              
                              
                              
                              430Rent
                              
                              
                              -
                              
                              
                              
                              1,800Transfer
      agent’s fees
                              
                              
                              -
                              
                              
                              
                              152Discontinued
      operations
                              
                              $
                              -
                              
                              
                              $
                              13,177




7.
            CAPITAL
      STOCK




On April
10, 2007, the Company completed a private placement consisting of 35,000,000
post split common shares sold to directors and officers for a total
consideration of $1,750.  On August 31, 2007, the Company completed a
private placement of 16,000,000 post split common shares for a total
consideration of $40,000.




On
February 12, 2008, the directors of the Company approved a resolution to forward
split the common shares of the Company on the basis of the issuance of 20 new
shares for one existing share of common stock presently held (the “Forward
Split”).  As a result of the Forward Split, every one outstanding
share of common stock was increased to 20 shares of common stock.  As
of November 30, 2010, there were 51,000,000 post split common shares issued and
outstanding.  The 51,000,000 post split common shares are shown as
split from the date of inception.




On
October 7, 2010, the Company issued 885,700 common shares for $885,700 of debt
to an unrelated third party.




Share
Options
  On
November 9, 2010, the Company granted 640,000 non-qualified stock options to
various consultants for advisory services to the Board of
Directors.  The options have a fair value of
$262,140.  12.5% of the options will vest and become exercisable on
January 31, 2011 and thereafter of the last day of each quarter, and will expire
five years from the date of grant.


8.
            GOING
      CONCERN




The
Company will need additional working capital to service its debt and to develop
its new business, which raises substantial doubt about its ability to continue
as a going concern.   Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate for the coming
year.


7


ABTECH
HOLDINGS, INC.


(A
Development Stage Company)




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


November
30, 2010


9.
            ADVANCES




Agreement
and Plan of Merger




As
previously disclosed, on July 17, 2010, the Company entered into a merger
transaction (the “Merger”) with AbTech Industries, Inc., a Delaware corporation
(“AbTech”), pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”), by and among the Company, Abtech Merger Sub, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and
AbTech.




On
September 17, 2010, the Company entered into Amendment No. 1 to the Merger
Agreement (the “Amendment”) with Merger Sub and AbTech.  Pursuant to
the Merger Agreement, the Company agreed that each issued and outstanding share
of AbTech’s common stock, immediately prior to the effective time of the merger
transaction, including any shares issued upon the conversion of AbTech’s
preferred stock, but excluding (i) shares held by AbTech, and
(ii) shares held by the Company and Merger Sub, if any, and
(iii) dissenting shares, if any, will be converted automatically into 5.259
shares of common stock of the Company.  Pursuant to the Amendment, the
Company has agreed that the conversion ratio will be 5.3 instead of
5.259.  Additionally, pursuant to the Merger Agreement, the Company
agreed that immediately prior to the closing of the merger transaction, the
authorized capital stock of Merger Sub will consist of 1,000 shares of Merger
Sub common stock, $0.001 par value, of which no more than 100 shares of Merger
Sub common stock will be issued and outstanding.  Pursuant to the
Amendment, the Company has agreed that the authorized capital stock of Merger
Sub will instead consist of 12,000,000 shares of Merger Sub common stock, $0.001
par value, of which no more than 6,724,558 shares of Merger Sub common stock
will be issued and outstanding.




The
closing of the Merger shall occur at the date and time on or before thirty (30)
days which the conditions to the closing of the Merger, as set forth in
Article 9 of the Merger Agreement, shall have been satisfied or waived by
the appropriate party or at such time as the parties hereto agree, including,
but not limited to, AbTech receiving no less than an aggregate of $3,000,000 in
advances from the Company, which shall include the amounts previously advanced
and the remainder upon the closing date of the Merger.




Upon
closing of the Merger, the Board of Directors of the Company shall be comprised
of seven (7) directors.  On or prior to the closing, the Board of
Directors of the Company shall appoint seven (7) directors of Abtech onto the
Board of Directors of the Company, and at closing, the management of AbTech
shall be appointed as the management of the Company.




As of
November 30, 2010, the Company advanced $1,295,000 to AbTech, pursuant to the
Merger Agreement noted above.




10.
              COMMITMENTS
  On
November, 9, 2010, the Company has entered into a two year agreement with three
consultants to serve as members of its advisory board for fees of $27,500 per
quarter.   For the six month period ending November 30, 2010, the
Company has accrued of $9,167in fees (2009 - $nil).




8




Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.




The
following discussion should be read in conjunction with our financial statements
and notes thereto included elsewhere in this quarterly
report.  Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results, or other developments.  Forward-looking statements
are based upon estimates, forecasts, and assumptions that are inherently subject
to significant business, economic, and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward-looking
statements made by us, or on our behalf.  We disclaim any obligation
to update forward-looking statements.




Overview




Abtech
Holdings, Inc. (“Abtech,” the “Company,” or “we”) was incorporated in the state
of Nevada on February 13, 2007 under the name “Laural Resources,
Inc.”  We were engaged in the business of acquiring and developing
mineral properties.  Subsequent to our fiscal year ended May 31, 2010,
we decided to change our business focus to clean technology products and
services, specifically in the water clean-up sector.  In furtherance
of our business objectives, effective June 14, 2010, we merged with our
wholly-owned subsidiary, Abtech Holdings, Inc., for the purpose of effecting our
name change to “Abtech Holdings, Inc.”




As
previously disclosed, we entered into a merger transaction with AbTech
Industries, pursuant to an Agreement and Plan of Merger, dated July 17, 2010, by
and among us, Merger Sub, and AbTech , which we amended on September 17, 2010
Industries (the “Merger Agreement”).  Subject to the satisfaction of
the closing conditions set forth in the Merger Agreement and upon the closing of
the transactions contemplated by the Merger Agreement, we will acquire all of
the issued and outstanding capital stock of AbTech Industries in exchange for
the stockholders of AbTech Industries acquiring a controlling ownership interest
in our Company, AbTech Industries will become a wholly-owned subsidiary of us,
and we will acquire the business and operations of AbTech
Industries.




Abtech
Industries is an environmental technologies firm dedicated to providing
innovative solutions to communities and industry addressing issues of water
pollutants and contamination.  Its products are based on polymer
technologies capable of removing hydrocarbons, sediment, and other foreign
elements from still (ponds, lakes, and marinas) or flowing water (curbside
drains, pipe outflows, rivers, and oceans).




In
connection with the merger transaction, on September 22, 2010, we completed a
private placement and issued 885,700 shares of common stock of the Company at a
price of $1.00 per share for gross proceeds of $885,700, of which $40,700 of
these proceeds were used to pay accounts payable and $845,000 was advanced
directly to Abtech Industries in accordance with the Merger Agreement.




On
October 21, 2010, the Company changed its fiscal year end from May 31 to
December 31.


During
the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $450,000 in unregistered sales to
foreign institutional investors.
  Subsequent
to the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $200,000 in unregistered sales to
foreign institutional investors.


Critical
Accounting Policies




Our
discussion and analysis of our financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States.  The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues, and expenses, and
related disclosure of contingent assets and liabilities.  On an
ongoing basis, management re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business.  Certain conditions, discussed below, currently exist which
raise substantial doubt upon the validity of this assumption.  The
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.


9


Critical
Accounting Policies (cont’d)




The
methods, estimates, interpretations, and judgments we use in applying our most
critical accounting policies can have a significant impact on the results that
we report in our consolidated financial statements.  The Securities
and Exchange Commission (the “SEC”) considers an entity’s most critical
accounting policies to be those policies that are both most important to the
portrayal of the entity’s financial condition and results of operations and
those that require the entity’s most difficult, subjective, or complex
judgments, often as a result of the need to make estimates about matters that
are inherently uncertain when estimated.  We believe the following
critical accounting policies affect our more significant judgments and estimates
used in the preparation of our consolidated financial statements.




Accounting
Methods.  We recognize income and expenses based on the accrual
method of accounting.




Basic and Diluted Net Income (loss)
Per Share. Basic net income (loss) per share amounts are computed based
on the weighted average number of shares actually
outstanding.   Diluted net income (loss) per share amounts are
computed using the weighted average number of common and common equivalent
shares outstanding as if shares had been issued on the exercise of the common
share rights unless the exercise becomes anti-dilutive and then only the basic
per share amounts are shown in the report.




Income Taxes.We
utilize the liability method of accounting for income taxes.  Under
the liability method, deferred tax assets and liabilities are determined based
on differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reversed.   An
allowance against deferred tax assets is recorded, when it is more likely than
not, that such tax benefits will not be realized.




Revenue
Recognition.  We recognize revenue on the sale and delivery of
a product or the completion of a service provided.




Advertising and Market
Development.We expense advertising and market development
costs as incurred.




Financial
Instruments.The carrying amounts of financial instruments are
considered by management to be their fair value due to their short term
maturities.




Estimates and
Assumptions.Management uses estimates and assumptions in
preparing financial statements in accordance with general accepted accounting
principles.  Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.  Actual results
could vary from the estimates that were assumed in preparing these financial
statements.




Statement of Cash
Flows.For the purposes of the statement of cash flows, we
consider all highly liquid investments with a maturity of six months or less to
be cash equivalents.




Recent Accounting
Pronouncements.We do not expect that the adoption of other
recent accounting pronouncements will have a material impact on its financial
statements.




Results
of Operations




The
following discussion of the financial condition, results of operations, cash
flows and changes in our financial position should be read in conjunction with
our audited consolidated financial statements and notes thereto for the fiscal
year ended May 31, 2010 included in our Annual Report on Form 10-K filed with
the SEC on August 16, 2010.


10


Comparison
of the three- and six-month periods ended November 30, 2010 compared with the
three- and six-month period ended November 30, 2009




Revenues.




During
the three- and six-month periods ended November 30, 2010 and November 30, 2009,
we earned no revenues.




Operating
Expenses.




Total
expenses for the three months ended November 30, 2010 increased to $111,205 from
$0 (zero) for the three months ended November 30, 2009, due largely to an
increase in legal fees from $0 (zero) for the three months ended November 30,
2009 to $99,323 for the three months ended November 30, 2010 and an increase
in consulting fees from $0 (zero) for the three months ended November
30, 2009 to $9,167 for the three months ended November 30, 2010, which increases
are primarily attributed to an increase in professional costs and fees
associated with the shift in our business focus and our fundraising
efforts..





Total
expenses for the six months ended November 30, 2010 increased to $194,942 from
$0 (zero) for the six months ended November 30, 2009, due largely to an increase
in legal fees from $0 (zero) for the six months ended November 30, 2009 to
$154,113 for the six months ended November 30, 2010 and an increase in marketing
expenses from $0 (zero) for the six months ended November 30, 2009 to $20,342
for the six months ended November 30, 2010, which increases are primarily
attributed to an increase in professional costs and fees associated with the
shift in our business focus and our fundraising efforts.





Period
from inception of development stage, June 1, 2010 to November 30,
2010




We had an
accumulated deficit during this period of $333,930.  Deficit
accumulated during the pre-exploration stage was $138,988 and accumulated during
the development stage was $194,942.




As a
development stage company, we currently have limited operations, principally
directed at potential acquisition targets and revenue-generating
opportunities.




Liquidity
and Capital Resources




As of
November 30, 2010, we had no cash and our current assets were
$1,295,000.  We currently have no revenue from operations. During the
six-month period ended November 30, 2010, we funded our operations from accounts
payable.  We plan to continue further financings, and we believe that
this will provide sufficient working capital to fund our operations for at least
the next nine months.  In order to meet our more aggressive plans to
enter and expand our operations in the environmental technological field, we
will need to raise a significant amount of capital through equity or debt
financings.  There can be no assurance that we will be successful in
raising additional funds and, if unsuccessful, our plans for expanding
operations and business activities may have to be curtailed.  Any
attempt to raise funds, through debt or equity financing, would likely result in
dilution to existing shareholders.




In
connection with the merger transaction, on September 22, 2010, we completed a
private placement and issued 885,700 shares of common stock of the Company at a
price of $1.00 per share for gross proceeds of $885,700, of which $40,700
of these proceeds were used to pay accounts payable and $845,000 was advanced
directly to Abtech Industries in accordance with the Merger
Agreement.


For the
six-month period ended November 30, 2010, we had no cash provided by operating
activities.




We
continue to operate with very limited administrative support, and our current
officers and directors continue to be responsible for many duties to preserve
our working capital.




Off-Balance
Sheet Transactions




The
Company has no off-balance sheet transactions.




Contractual
Obligations




As a
smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), we are not required to provide the
information required by this item.


11




Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




Item
4.  Controls and Procedures.




Evaluation
of Disclosure Controls and Procedures




Under the
supervision and with the participation of our management, including our
Principal Executive Officer, and our Principal Financial Officer, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of November 30, 2010 (the “Evaluation Date”). Based upon that
evaluation, our Principal Executive Officer along with our Principal Financial
Officer concluded that our disclosure controls and procedures are not effective
as of the Evaluation Date in ensuring that information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms.  This conclusion
is based on findings that constituted material weaknesses.  A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of our interim financial statements will not be
prevented or detected on a timely basis.   These material weaknesses
include the following:




·
            As
      of November 30, 2010, we did not have an audit committee which complies to
      the requirements of an audit committee since it did not have an
      independent “financial expert” on the committee.  Even though we
      have a Code of Ethics, we do not emphasize fraud and methods to avoid
      it.




·
            We
      lack personnel with the experience to properly analyze and record complex
      transactions in accordance with U.S.
GAAP.




·
            We
      have not achieved the optimal level of segregation of duties relative to
      key financial reporting functions.




·
            Due
      to a significant number and magnitude of out-of-period adjustments
      identified during the period-end closing process, management concluded
      that the controls over the period-end financial reporting process were not
      operating effectively.   A material weakness in the
      period-end financial reporting process could result in our Company not
      been able to meet its regulatory filing deadlines and, if not remedied,
      has the potential to cause a material misstatement or to miss a filing
      deadline in the future.  Management override of existing
      controls is possible given the small size of the organization and lack of
      personnel.




·
            There
      is no system in place to review and monitor internal control over
      financial reporting.  This is due to our Company maintaining an
      insufficient complement of personnel to carry out ongoing monitoring
      responsibilities and ensure effective internal control over financial
      reporting.




·
            We
      did not perform an entity level risk assessment to evaluate the
      implication of relevant risks on financial reporting, including the impact
      of potential fraud related risks and the risks related to non-routine
      transactions, if any, on our internal control over financial
      reporting.  Lack of an entity-level risk assessment constituted an
      internal control design deficiency which resulted in more than a remote
      likelihood that a material error would not have been prevented or
      detected, and constituted a material
weakness.




We are
currently reviewing our disclosure controls and procedures related to these
material weaknesses and expect to implement changes in the near term, including
identifying specific areas within our governance, accounting and financial
reporting processes to add adequate resources and personnel to potentially
mitigate these material weaknesses.


12




Changes
in Internal Control over Financial Reporting




We have
had very limited operations and there were no changes in our internal controls
over financial reporting that occurred during the fiscal quarter ended November
30, 2010 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. We believe that a
control system, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the control system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within any company have been
detected.


13


PART II—OTHER INFORMATION




Item
1.  Legal Proceedings.




None.




Item
1A.  Risk Factors.




Not
applicable.




Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.




On
September 22, 2010, the Company completed the sale of 885,700 shares of its
common stock for $1.00 per share in a private placement to foreign institutional
investors.  The Company received aggregate proceeds of $885,700 from
the financing.  The Company offered and sold the shares in reliance on
Regulation S of the Securities Act of 1933, as amended.




During
the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $450,000 in unregistered sales to
foreign institutional investors. The Company offered and sold the securities in
reliance on Regulation S of the Securities Act of 1933, as amended.
  Subsequent
to the three months ended November 30, 2010, the Company sold convertible
promissory notes in the principal amount of $200,000 in unregistered sales to
foreign institutional investors. The Company offered and sold the securities in
reliance on Regulation S of the Securities Act of 1933, as amended.


Item 3.  Defaults
Upon Senior Securities.




None.




Item
4.  Reserved.




Not
applicable.




Item
5.  Other Information.




None.




Item
6.  Exhibits.





Exhibit Number
                  
                  Name2.1
                  
                  Amendment
      No. 1 to Agreement and Plan of Merger, dated September 17, 2010, by and
      among Abtech Holdings, Inc., Abtech Merger Sub, Inc., and AbTech
      Industries, Inc. (1)10.1
                  
                  Board
      Advisory Agreement, dated November 9, 2010, by and between Abtech
      Holdings, Inc. and James Saxton, LLC (2)31.1
                  
                  Rule
      13a-14(a)/15d-14(a) Certification (Principal Executive
      Officer)31.2
                  
                  Rule
      13a-14(d)/15d-14(d) Certification (Principal Financial
      Officer)32
                  
                  Section
      1350
Certifications








(1)
            Incorporated
      by reference to the registrant’s Form 8-K as filed with the SEC on
      September 22, 2010.




(2)
            Incorporated
      by reference to the registrant’s Form 8-K as filed with the SEC on
      November 12, 2010.


14


SIGNATURES





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




ABTECH
      HOLDINGS, INC.(Registrant)Date:
      January 19, 2010
              By:
              /s/ Mandi LuisMandi
      LuisChief
      Executive Officer, President, and DirectorDate:
      January 19, 2010
              By:
              /s/ Robert MacKayRobert
      MacKayChief
      Accounting Officer, Chief Financial Officer, Treasurer, Secretary, and
      Director


15