x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
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14-1994102
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|
(State
or Other Jurisdiction of
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(I.R.S.
Employer
|
|
Incorporation
or Organization)
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Identification
Number)
|
|
1223 Burrowhill Lane
Mississauga, Ontario,
Canada
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L5H 4M7
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|
(Address
of Principal Executive Offices)
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(Zip
Code)
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YES x
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NO ¨
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YES ¨
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NO ¨
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¨
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
(Do
not check if smaller
reporting company)
|
x
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Smaller
reporting company
|
YES x
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NO ¨
|
Class
|
Outstanding at October 20,
2010
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|
Common
stock, $.001 par value
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51,885,700
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PAGE
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||
PART
I—FINANCIAL INFORMATION
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3
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|
Item
1. Financial Statements
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3
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|
Condensed
Balance Sheets as of August 31, 2010 (Unaudited) and May 31, 2010
(Audited)
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3
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|
Condensed
Statements of Operations for the three-month periods ended August 31, 2010
and 2009 and for the period from June 1, 2010 (inception) to August 31,
2010 (Unaudited)
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4
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|
Condensed
Statements of Cash Flows for the three-month periods ended August 31, 2010
and 2009 and for the period from June 1, 2010 (inception) to August 31,
2010 (Unaudited)
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5
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|
Notes
to Financial Statements
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6
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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10
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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13
|
|
Item
4. Controls and Procedures
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13
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PART
II—OTHER INFORMATION
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15
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|
Item
1. Legal Proceedings
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15
|
|
Item
1A. Risk Factors
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15
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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15
|
|
Item
3. Defaults Upon Senior Securities
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15
|
|
Item
4. Reserved
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15
|
|
Item
5. Other Information
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15
|
|
Item
6. Exhibits
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15
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|
Signature
Page
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16
|
|
Certifications
|
||
Exhibit
31.1
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||
Exhibit
31.2
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||
Exhibit
32
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August 31,
2010
(Unaudited)
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May 31,
2010
(Audited)
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|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
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$
|
-
|
$
|
-
|
||||
Total
Current Assets
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$
|
-
|
$
|
-
|
||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
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$
|
110,802
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$
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27,065
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||||
Accounts
payable – related parties
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70,173
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70,173
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||||||
Total
Current Liabilities
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$
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180,975
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$
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97,238
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||||
STOCKHOLDERS’
DEFICIENCY
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||||||||
Common
stock
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||||||||
300,000,000
shares authorized, at $0.001 par value; 51,000,000 shares issued and
outstanding
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51,000
|
51,000
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||||||
Capital
in excess of par value
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(9,250
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) |
(9,250
|
) | ||||
Deficit
accumulated during the pre-exploration stage
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(138,988
|
) |
(138,988
|
) | ||||
Deficit
accumulated during the development stage
|
(83,737
|
) |
-
|
|||||
Total
Stockholders’ Deficiency
|
(180,975
|
) |
(97,238
|
) | ||||
$
|
-
|
$
|
-
|
For the
three months
ended
August 31,
2010
|
For the
three months
ended
August 31,
2009
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From
June 1, 2010
(Inception of
Development
Stage) to
August 31,
2010
|
||||||||||
REVENUE
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$
|
-
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$
|
-
|
$
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-
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||||||
EXPENSES
|
||||||||||||
Accounting
and audit
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2,500
|
-
|
2,500
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|||||||||
Filing
fees
|
2,186
|
-
|
2,186
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|||||||||
Investor
relations
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3,230
|
3,230
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||||||||||
Legal
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54,789
|
-
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54,789
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|||||||||
Marketing
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20,343
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20,343
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||||||||||
Office
|
74
|
-
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74
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|||||||||
Transfer
agent fees
|
615
|
-
|
615
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|||||||||
83,737
|
-
|
83,737
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||||||||||
NET
LOSS FROM CONTINUING OPERATIONS
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$
|
(83,737
|
) |
$
|
-
|
$
|
(83,737
|
) | ||||
DISCONTINUED OPERATIONS
|
-
|
(6,439
|
) |
-
|
||||||||
NET
LOSS
|
(83,737
|
) |
(6,439
|
) |
(83,737
|
) | ||||||
NET LOSS PER SHARE FROM CONTINUING OPERATIONS | ||||||||||||
Basic
and diluted
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$
|
(0.00
|
) |
$
|
(0.00
|
) | ||||||
NET
LOSS PER SHARE FROM DISCONTINUED OPERATIONS
|
||||||||||||
Basic
and diluted
|
$
|
(0.00
|
) |
$
|
(0.00
|
) | ||||||
WEIGHTED
OUTSTANDING SHARES
|
||||||||||||
Basic
|
51,000,000
|
51,000,000
|
For the
three months
ended
August 31,
2010
|
For the
three months
ended
August 31,
2009
|
From
June 1, 2010
(Inception of
Development
Stage) to
August 31,
2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|||||||||||
Net
loss
|
$
|
(83,737
|
) |
$
|
(6,439
|
) |
$
|
(83,737
|
) | |||
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||||||||
Changes
in operating assets and liabilities:
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||||||||||||
Changes
in accounts payable
|
83,737
|
-
|
83,737
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|||||||||
Changes
in accounts payable from discontinued operations
|
-
|
(478
|
) |
-
|
||||||||
Net
Cash Provided (Used) in Operations
|
-
|
(6,917
|
) |
-
|
||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
-
|
|||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from loan from related party related to discontinued
operations
|
-
|
2,993
|
-
|
|||||||||
-
|
2,993
|
-
|
||||||||||
Net
Increase (Decrease) in Cash
|
-
|
(3,924
|
) |
-
|
||||||||
Cash
at Beginning of Period
|
-
|
4,814
|
-
|
|||||||||
CASH
AT END OF PERIOD
|
$
|
-
|
$
|
890
|
$
|
-
|
1.
|
ORGANIZATION
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES -
Continued
|
3.
|
ACQUISITION
OF MINERAL CLAIM
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4.
|
SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
|
5.
|
DISCONTINUED
OPERATIONS
|
Three months
ended
August 31, 2010
|
Three months
ended
August 31,2009
|
|||||||
Accounting
and audit
|
$ | - | $ | 2,022 | ||||
Bank
charges
|
- | 24 | ||||||
Management
fees
|
- | 3,000 | ||||||
Office
|
- | 341 | ||||||
Rent
|
- | 900 | ||||||
Transfer
agent’s fees
|
- | 152 | ||||||
Discontinued
operations
|
$ | - | $ | 6,439 |
6.
|
CAPITAL
STOCK
|
7.
|
GOING
CONCERN
|
8.
|
SUBSEQUENT
EVENTS
|
Results of Operations, Three Months Ended
|
August 31, 2010
|
August 31, 2009
|
||||||
Accounting
and audit
|
$ | 2,500 | $ | - | ||||
Filing
fees
|
2,186 | - | ||||||
Investors’
relations
|
3,230 | - | ||||||
Legal
|
54,789 | - | ||||||
Marketing
|
20,343 | - | ||||||
Office
|
74 | |||||||
Transfer
agent fees
|
615 | - | ||||||
Expenses
from operations
|
83,737 | - | ||||||
Expenses
from discontinued operations
|
- | 6,439 | ||||||
Total
Expenses
|
$ | 83,737 | $ | 6,439 |
|
·
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As
of August 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.
|
|
·
|
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.
|
Exhibit Number
|
Name
|
|
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
|
ABTECH
HOLDINGS, INC.
|
||
(Registrant)
|
||
Date:
October 20, 2010
|
By:
|
/s/ Mandi Luis
|
Mandi
Luis
|
||
Chief
Executive Officer, President, and Director
|
||
Date:
October 20, 2010
|
By:
|
/s/ Robert MacKay
|
Robert
MacKay
|
||
Chief
Accounting Officer, Chief Financial Officer,
Treasurer,
Secretary, and Director
|