Abtech Holdings, Inc. - FORM 10-Q - January 13, 2010

Attached files

file filename
EX-99.1 - CERTIFICATE - RULE 13A-14A MANDI LUIS, CEO - Abtech Holdings, Inc.cert13a14amandiluisceo.htm
EX-99.2 - CERTIFICATE 18 U.S.C. SECT 1350 MANDI LUIS, CEO - Abtech Holdings, Inc.certsect906mandiluisceo.htm
EX-99.3 - CERTIFICATE RULE 13A-14A ROBERT MACKAY, CFO - Abtech Holdings, Inc.cert13a14arobertmackaycfo.htm
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 ROBERT MACKAY, CFO - Abtech Holdings, Inc.certsect906robertmackaycfo.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934

 
       For the quarter period ended November 30, 2009

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

 
       For the transition period form                                                       to
   
 
       Commission File number       333-144923 

 
LAURAL RESOURCES, INC.
                                                                 (Exact name of registrant as specified in its charter)

Nevada 
14-1994102                                           
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

1223 Burrowhill Lane, Mississauga, Ontario, Canada, L5H 4M7
(Address of principal executive offices)

1-905-274-5231
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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.  Yes [X] No

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   [   ]                                                                                                           Accelerated filer                  [   ]

Non-accelerated filer     [   ]  (Do not check if a small reporting company)                           Small reporting company    [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes [  ]   No   [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

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

December 31, 2009    51,000,000 common shares


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Page Number
PART 1.
FINANCIAL INFORMATION
  
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheet as at November 30, 2009 and May 31, 2009
4
     
 
Statement of Operations
For the three and six months ended November 30, 2009 and 2008 and for the period February 13, 2007 (Date of Inception) to November 30, 2009
 
 
5
     
 
Statement of Cash Flows
For the three and six months ended November 30, 2009 and 2008 and for the period February 13, 2007 (Date of  Inception) to November 30, 2009
 
 
6
     
 
Notes to the Financial Statements.
7
     
ITEM 2.
Management’s Discussion and Analysis of Financial Conditions and Results Operations
11
     
                ITEM 3.
Quantitative and Qualitative Disclosure about Market Risk
15
     
        ITEM 4.
Controls and Procedures
16
     
                ITEM 4T.
Controls and Procedures
16
     
PART 11.
OTHER INFORMATION
16
     
ITEM 1.
Legal Proceedings
16
     
                ITEM 1A.
Risk Factors
16
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
20
     
ITEM 3.
Defaults Upon Senior Securities
20
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
21
     
ITEM 5.
Other Information
21
     
ITEM 6.
Exhibits
21
     
 
SIGNATURES.
22
     


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PART 1 – FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
The accompanying balance sheets of Laural Resources, Inc. (Pre-exploration stage company) at November 30, 2009 (with comparative figures as at May 31, 2009) and the statement of operations for the three and six months ended November 30, 2009 and 2008 and for the period from February 13, 2007 (date of incorporation) to November 30, 2009 and the statement of cash flows for the six months ended November 30, 2009 and 2008 and for the period from February 13, 2007 (date of incorporation) to November 30, 2009 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended November 30, 2009 are not necessarily indicative of the results that can be expected for the year ending May 31, 2010.


 
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LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
BALANCE SHEETS

(Unaudited – Prepared by Management)

 
November 30, 2009
May 31, 2009
     
ASSETS
    
     
CURRENT ASSETS
    
     
Cash
$     2,264
$   4,814
     
Total Current Assets
$     2,264
$   4,814
     
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
    
     
CURRENT LIABILITIES
    
     
Accounts payable
$   20,458
$   19,360
Accounts payable – related parties
62,675
53,146
     
Total Current Liabilities
83,133
72,506
     
STOCKHOLDERS’ DEFICIENCY
    
     
Common stock
    
300,000,000 shares authorized, at $0.001 par value;
    
51,000,000 shares issued and outstanding
51,000
51,000
Capital in excess of par value
(9,250)
(9,250)
Deficit accumulated during the pre-exploration stage
(122,619)
(109,442)
     
Total Stockholders’ Deficiency
(80,869)
(67,692)
     
 
$        2,264
$   4,814



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


 
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LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF OPERATIONS
For the three and six months ended November 30, 2009 and 2008 and for the period from February 13, 2007 (date of inception) to November 30, 2009

(Unaudited – Prepared by Management)

 
Three months
ended
Nov. 30,  2009
Three months ended
Nov. 30, 2008
Six months
ended
Nov. 30, 2009
Six months
ended
Nov. 30, 2008
Feb. 13, 2007
(date ofinception) to
Nov. 30,2009
           
REVENUES
$               -
$ _____-
$            -
$            -
$               -
           
EXPENSES
          
Accounting and audit
2,723
2,022
4,745
4,045
31,425
Bank charges
26
24
50
75
441
Consulting
-
-
-
-
22,000
Exploration expenses
-
-
-
-
7,344
Filing fees
-
-
-
-
479
Geological report
-
-
-
-
2,000
Incorporation costs
-
-
-
-
590
Legal
-
-
-
1,620
8,200
Management fees
3,000
3,000
6,000
6,000
31,000
Office
89
178
430
397
4,255
Rent
900
900
1,800
1,800
9,300
Transfer agent’s fees
-
1,530
152
1,530
   4,200
             Travel and entertainment
       -
         -
        -
        -
1,385
 
6,738
7,654
13,177
15,467
122,619
           
NET LOSS FROM OPERATIONS
$   (6,738)
  $(7,654)
$  (13,177)
$  (15,467)
  $ (122,619)

NET LOSS PER COMMON SHARE
        
         
     Basic and diluted
          $     (0.00)
$   (0.00)
$     (0.00)
$     (0.00)
         
AVERAGE OUTSTANDING SHARES
        
         
     Basic
51,000,000
51,000,000
51,000,000
51,000,000
         
The accompanying notes are an integral part of these unaudited financial statements.


-5-

 


LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF CASH FLOWS

For the six months ended November 30, 2009 and 2008 and for the period from February 13, 2007 (date of inception) to November 30, 2009

(Unaudited – Prepared by Management)

 
 
For the six months ended
Nov. 30, 2009
 
For the sixmonths ended
Nov. 30, 2008
From February 13, 2007 (date of inception) to
Nov. 30, 2009
       
CASH FLOWS FROM OPERATING ACTIVITIES:
      
       
Net loss
$    (13,177)
$ (15,467)
$ (122,619)
       
Adjustments to reconcile net loss to net cash provided by operating activities:
      
       
Changes in accounts payable
  1,098
    1,143
    20,458
 
      
Net Cash  Provided (Used) in Operations
(12,079)
(14,324)
(102,161)
       
CASH FLOWS FROM INVESTING ACTIVITIES:
          -
            -
            -
       
CASH FLOWS FROM FINANCING ACTIVITIES
      
       
Proceeds from loan from related party
     9,529
2,329
62,675
Proceeds from issuance of common stock
          -
          -
 41,750
       
 
 9,529
  2,329
104,425
       
Net Increase (Decrease) in Cash
(2,550)
(11,995)
2,264
       
Cash at Beginning of Period
4,814
 12,723
         -
       
CASH AT END OF PERIOD
$     2,264
$        728
$    2,264

 
The accompanying notes are an integral part of these unaudited financial statements


 
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LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2009

(Unaudited – Prepared by Management)

1.           ORGANIZATION

The Company, Laural Resources Inc., was incorporated under the laws of the State of Nevada on February 13, 2007 with the 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.  At the report date mineral claims, with unknown reserves, had been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.

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 antidulutive and then only the basic per share amounts are shown in the report.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.


 
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LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2009

(Unaudited – Prepared by Management)

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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, 2009 the Company had a net operating loss carry forward of $122,619 for income tax purposes.  The tax benefit of approximately $36,800 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.

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.
 
 
-8-
 

 


 
LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2009

(Unaudited – Prepared by Management)

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 
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.

Unproven Mining Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.

 
Environmental Requirements

 
At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

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.           AQUISITION 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 Waibau Gold Claim is located on the island of Viti Leva.  Under Fijian law, the claim remains in good standing as long as the Company has an interest in it.   There is no annual maintenance fee or minimum exploration work required on the Claim but the Company is required to have a mining license in order to maintain the claim in good standing.


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 $62,675.

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


-9-


 
 
LAURAL RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 2009

(Unaudited – Prepared by Management)

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 twenty shares of common stock.  As at August 31, 2009, 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.

 

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of Laural Resources, Inc. (“Laural”) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Laural presently has minimal day-to-day operations; mainly comprising the future exploration of the Waibau Gold Claim located in the Republic of Fiji and preparing the various reports to be filed with the United States Securities and Exchange Commission (the “SEC”) as required.

LIQUIDITY AND CAPITAL RESOURCES

Laural has had no revenue since inception and its accumulated deficit is $122,619.  To date, the growth of Laural has been funded by the sale of shares and advances by its directors in order to meet the requirements of filing with the SEC and maintaining the Waibau Gold Claim in good standing.

The plan of operations during the next twelve months is for us to undertake exploration work on the Waibau Gold Claim and meet our filing requirements.   Presently we do not have the funds to consider any additional mineral claims.

Our management estimates that a minimum of $56,594 will be required over the next twelve months to pay for such expenses as follows:

Funds required
Estimated Amount
   
Accounting and audit requirements
$  9,400
Bank charges and interest
150
Exploration expenses – Phase I
11,050
Filing fees
200
Management fees @ $1,000 per month
12,000
Office – photocopying, faxing and delivering
500
Rent @ $300 per month
3,600
Transfer agent’s fees
   1,500
 
38,400
Accounts payable – November 30, 2009
20,458
Total estimated funds required
58,858
Deduct:  Bank balance as at November 30, 2009
2,264
Net estimated funds required
$ 56,594

Based on the above estimated funds required over the next twelve months, Laural will either have to sell additional shares or obtain advances from its directors and officers.   The latter situation is acceptable to the directors and they are prepared to advance the required funds to ensure all outstanding obligations are met on a current basis.


-11-

 
RESULTS OF OPERATIONS

Corporate Organization and History Within Last Five years

Laural was incorporated under the laws of the State of Nevada on February 13, 2007 under the name of Laural Resources, Inc.  Laural does not have any subsidiaries, affiliated companies or joint venture partners. We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business other than the Waibau Gold Claim.

Business Development Since Inception

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 located in the Republic of Fiji for $5,000 from Siti Ventures Inc., an unrelated company incorporated in Fiji.

On May 31, 2007, Laural closed a private placement pursuant to Regulation S of the Securities Act of 1933, whereby 800,000 common shares 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 Gold Claim, our sole mineral property. We intend to undertake exploration work on the Waibai Gold Claim during the sprint of 2010 or the summer of 2010.  We are presently in the pre-exploration stage and there is no assurance that mineralized material with any commercial value exits on our property. We do not have any ore body and have not generated any revenues from our operations.  Our planned exploration work is exploratory in nature.

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.  Mr. Symond’s report titled “Summary of Exploration of the Waibau Property, Lautoka, Fiji” dated March 12, 2007 (the “Symonds Report”) recommends a two-phase exploration program for the Waibau Claim.
 
DESCRIPTION OF THE PROPERTY
 
Particulars of the Waibau Claim, our sole mineral property, is as follow.
 
Location and Access
 
The Waibau Claim is located approximately 18 kilometers (9 miles) south of Lautoka, Fiji.  The area covered by the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire.  Lautoka provides all necessary amenities and supplies including, fuel, helicopter services, hardware, drilling companies and assay services.  Access to our Claim is via major highway south from Lautoka followed by good secondary gravel roads.   No water is required for the purposes of our planned exploration work.  No electrical power is required at this stage of exploration.  Any electrical power that might be required in the foreseeable future could be supplied by gas powered portable generators.

The claim’s terrain is rugged with elevations ranging from 1,950 feet to over 4,300 feet.  Tropical mountain forests grow at lower elevations in the northeast corner of the claim and good rock exposure is found along the peaks and ridges in the western portion of the claim. The climate is mild year round with the rainy season falling from May to October.
 
 
 
-12-
 

 
Property Geology

A belt of volcanic rocks, of the Ba Volcanic Group, underlies the property.  These volcanic rocks are exposed along a wide axial zone of a broad complex.  The presence of these rocks is relevant to us as gold, at the nearby (approximately 19 miles to the west of our claim) Waiso Gold Mine, currently a producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks (of the Ba Volcanic Group) in the walls of large volcanic caldera.

The main igneous intrusions consist of Colo Plutonoic Suite consisting of tholetic gabbros, tonalities and tondjhemites. Age data indicate that the intrusive rocks are intermediate in age between Ba Volcanic Group rocks west of the area and the younger Tertiary Wainimala Group rocks exposed to the east.
Theoletic Gabbros, for example, are generally a greenish or dark coloured fine to coarse grained rock. Irregular shaped masses of so called "soda granite" are seen in both sharp and gradational contact with the diorite. The different phases of Colo Plutonic Suite are exposed from south of the Waibau Gold Claim to just north of the town of Lautoka and are principal host rocks for gold veins at the previously mentioned Waisoi Gold Mine.

On a regional basis the area of Fiji in which the Waibau Claim is located is notable for epi-thermal type gold deposits such as that exploited at the previously mentioned Waisoi Gold Mine. While no mineralization has been reported for the area covered by the Waibau Claim, structures and shear zones affiliated with mineralization on adjacent properties pass through the claim.

Previous Exploration

To our knowledge based on examination by our geologist of available records, no detailed exploration has previously been undertaken on the area covered by the Waibau Claim. Numerous showings of mineralization have been discovered in the area however and six prospects have achieved significant production.  The same rock units of the Ba Volcanic Group that are found at those mineral occurrences underlie our claim. The Symonds’ Report has concluded that further exploration of the Waibau Claim is warranted.  No assurance, however, can be given that any mineralization will found on our Claim.
 
Proposed Exploration Work – Plan of Operation
 
The Symonds’ Report recommends a phased exploration program to properly evaluate the potential of the Waibau Claim.  Mr. Symonds is a registered member in good standing of the Geological Society of Fiji.  He is a graduate of Nagoya University, Nagoya, Japan with both a Bachelor of Science degree, Geology (1976) and a Master of Science (1978).  Mr. Symonds has practiced his profession as a geologist since 1979.  He visited our claim in February 2007 and has worked on other mineral exploration projects in the immediate vicinity of our claim.
 
We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted and profitably processed. We plan to proceed with exploration of the Waibau Claim by completing Phase I of the work recommended in the Symonds Report, in order to begin determining the potential for discovering commercially exploitable deposits of gold on our claim.
 
We have not discovered any ores or reserves on the Waibau Claim, our sole mineral property. Our planned Phase I work is exploratory in nature.
 
The Symonds Report recommends a two-phase exploration program to properly evaluate the potential of the claim.  Phase I work will consist of geological mapping and surveying.  This will involve, among other things, establishing a grid and the creation of maps showing all features of the terrain of our claim. We will create an actual grid on the ground whereby items can be related one to another more easily and with greater accuracy. When we map, we will actually draw a scale map of the area and make notes on it as to the location where anything (e.g. potential mineralization) was found that was of interest.  In the process we will also identify any showings which appear to warrant sampling, i.e. any rock formations that appear to warrant our taking soil and rock samples from the claims to a laboratory where a determination of the elemental make-up of the sample and the exact concentrations of gold and other indicator minerals can be made. We anticipate, based on the estimate contained in the Symonds Report, that Phase I work will cost $11,050 (Fiji $17,700).  The Waibau Claim is located in a tropical climatic area so the claim can be worked year round. We anticipate completing Phase I before the end of 2010.
 
 
-13-
 
 
Should Phase I results warrant further work, and provided we are able to raise additional funds to undertake additional work on the Waibau Claim, we would undertake the  Phase II work recommended in the Symonds’ Report. The Phase II geochemical and surface sampling work would be designed to compare the relative concentrations of gold and other indicator minerals in samples so the results from different samples can be compared in a more precise manner and plotted on a map to evaluate their significance.
 
If an apparent mineralized zone(s) is identified and narrowed down to a specific area by the Phase I & II work, we would then consider (again subject to our ability to raise additional funds to do so) the feasibility of   diamond drilling selected targets to test the apparent mineralized zones.  The cost of such a program, assuming it is warranted, cannot be estimated at this time.
 
The recommended Phase II work is estimated to cost a further $13,560 (Fiji $21,700).  At this point we have funds available to complete Phase I only.  We will have to raise additional capital in order to carry out Phase II, work or any other work beyond Phase I. Particularly since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited.  If we are unable to raise the necessary funds, we would be required to suspend Laural’s operations and liquidate our company.
 
There are no permanent facilities, plants, buildings or equipment on the Waibau Claim.
 
Competitive Factors
 
The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage development of the mining industry. While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are discovered on the Waibau Claims.  There is no ore body on the Waibau Claims.
 
Government Regulation
 
Exploration activities are subject to various national, state, foreign and local laws and regulations in Fiji, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Fiji.
 
Environmental Regulation
 
Our exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.
 
 

-14-
 
 
Employees
 
Initially, we intend to use the services of subcontractors for manual labor exploration work on our claim.  At present, we have no employees as such although each of our officers and directors devotes a portion of his time to the affairs of the Company.  None of our officers and directors has an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.
 
As indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any potential subcontractors.  We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market Information

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.
 
The number of shares subject to Rule 144 is 31,500,000   Share certificates representing these shares have the appropriate legend affixed on them.

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.
Our shares are traded on the OTCBB.  Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K.  Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.

In the future our common stock trading price might be volatile with wide fluctuations.  Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

●
our variations in our operations results, either quarterly or annually;
   
●
trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
   
●
the exploration results on the Waibau Gold Claim, and
   
●
other events which we have no control over.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance.  In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company.  Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.
 

-15-
 
 
Trends
 
We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term, as more fully described under ‘Risk Factors’.
 
ITEM 4.                      CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including Mandi Luis, Chief Executive Officer and Robert MacKay, Chief Accounting Officer, they have evaluated the effectiveness of Laural’s disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as at November 30, 2009 (the “Evaluation Date”).  Based on the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as more fully discussed below.

Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, 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 Laural 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 Laural’s internal control over financial reporting was not effective and there are certain material weaknesses as more fully described below, management believe that Laural’s financial statements contained in its Quarterly Report on Form 10-Q for the six months ended November 30, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

Material Weaknesses

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

 ●
As at November 30, 2009, Laural 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 it has a Code of Ethics it does not emphasize fraud and methods to avoid it.   Due to the small size of Laural 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 Laural 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 Laural maintaining an insufficient complement of personal to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.
 
ITEM 4T
 
CONTROLS AND PROCEDURES

There were no changes in Laural’s internal controls over financial reporting during the six months ended November 30, 2009 that have materially affected, or are reasonably likely to material affect, Laural’s internal control over financial reporting.
 
 
-16-

 
PART 11 – OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS

There are no legal proceedings to which Laural is a party or to which the Waibau Gold Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A.                      RISK FACTORS

Forward Looking Statements

In addition to the other information contained in this Form 10-Q, it contains forward-looking statements which involve risk and uncertainties.  When used in this prospectus, the words “may”, “will”, “expect”, “anticipate”, “continue”, “estimate”, “project”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position.  Readers are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that the actual results could differ materially from the results expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond our control.  Any reader should review in detail this entire Form 10-Q including financial statements, attachments and risk factors before considering an investment.

Risk Factors
 
An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Laural contained in this Form 10-Q, you should consider many important factors in determining whether to purchase the shares in our Company.   The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.
 
While we were incorporated in 2007, we have not yet conducted any exploration activities.  We have not generated any revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure.  Our net loss from inception to November 30, 2009, the date of our most recent audited financial statements, is $122,619.  Our ability to achieve profitability and positive cash flow in the future is dependent upon
 
 
*
our ability to locate a profitable mineral property;
 
*
our ability to locate an economic ore reserve;
 
*
our ability to generate revenues; and
 
*
our ability to reduce exploration costs.
 
Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business.
 
 
-17-
 
 
We have no known ore reserves and we cannot guarantee we will find any gold and/or silver mineralization or, if we find gold and/or silver mineralization, that it may be economically extracted.  If we fail to find any gold and/or silver mineralization or if we are unable to find gold and/or silver mineralization that may be economically extracted, we will have to cease operations.
 
We have no known ore reserves. Even if we find gold and/or silver mineralization we cannot guarantee that any gold and/or silver mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold and/or silver mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold and/or silver mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations.
 
Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.
 
Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our sole property, the Waibau Claim, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of your investment.
 
Because our officers and directors do not have technical training or experience in starting, and operating an exploration company nor in managing a public company, we will have to hire qualified personnel to fulfill these functions. If we lack funds to retain such personnel, or cannot locate qualified personnel, we may have to suspend or cease exploration activity or cease operations which will result in the loss of your investment.
 
None of our management team has experience exploring for minerals, starting and operating a mineral exploration company, nor do they have training in these areas.  As a result their decisions and choices may not take into account standard managerial approaches mineral exploration companies commonly use. Consequently our ultimate financial success could suffer irreparable harm due to certain of management's lack of experience.  Additionally, our officers and directors have no direct training or experience in managing and fulfilling the regulatory reporting obligations of a ‘public company’ like Laural.  We will have to hire professionals to undertake these filing requirements for Laural and this will increase the overall cost of operations. As a result we may have to suspend or cease exploration activity, or cease operations altogether, which will result in the loss of your investment.
 
If we don't raise enough capital for exploration, we will have to delay exploration or go out of business, which will result in the loss of your investment.
 
We estimate that, with funding committed by our management combined with our cash on hand, we do not have sufficient cash to continue operations for twelve months.  We are in the pre-exploration stage.  We need to raise additional capital to undertake even Phase I of our planned exploration activity.  You may be investing in a company that will not have the funds necessary to conduct any meaningful exploration activity due to our inability to raise additional capital. If that occurs we will have to delay exploration or cease our exploration activity and go out of business which will result in the loss of your investment.
 
Since we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body, we cannot generate revenues and you will lose your investment.
 
The possibility of development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists.  We are a small company and do not have much capital.  We must limit our exploration activity unless and until we raise additional capital.  Any decision to expand our operations on our exploration property will involve the consideration and evaluation of several significant factors beyond our control.  These factors include, but are not limited to:
 
 
-18-
 
 
●
Market prices for the minerals to be produced;
●
Costs of bringing the property into production including exploration preparation of production feasibility studies and construction of production facilities;
●
Political climate and/or governmental regulations and controls;
●
Ongoing costs of production;
●
Availability and cost of financing; and
●
Environmental compliance regulations and restraints.
 
These types of programs require substantial capital. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues and you will lose your investment.
 
Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration.
 
Our President will be devoting only 15% of his time, approximately 24 hours per month, to our business.  Our Chief Financial Officer and Secretary-Treasurer will be devoting only approximately 10% of his time, or 16 hours per month to our operations. As a consequence of the limited devotion of time to the affairs of the Company expected from management, our business may suffer.  For example,  because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic or may be periodically interrupted or suspended.   Such suspensions or interruptions may cause us to cease operations altogether and go out of business.
 
We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.
 
We have made no attempt to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we begin to undertake exploration activity, expected later this year. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of equipment and/or supplies we need to conduct our planned exploration work.  If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

No matter how much money is spent on the Waibau Claim, the risk is that we might never identify a commercially viable ore reserve.

Over the coming years, we might expend considerable capital on exploration of the Waibau Claim without finding anything of value.  It is very likely the Waibau Claim does not contain any reserves so any funds spent on exploration will probably be lost.  No matter how much money is spent on the Waibau Claim, we might never be able to find a commercially viable ore reserve.
 
 
-19-
 
 
Even if our property were found to contain a deposit, since we have not put a mineral deposit into production before, we will have to acquire outside expertise. If we are unable to acquire such expertise we may be unable to put our property into production and you may lose your investment.
 
We have no experience in placing mineral deposit properties into production, and our ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that we will have available to us the necessary expertise when and if we place a mineral deposit into production.
 
 Mineral exploration and development activities are inherently risky and we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.
 
The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production.  Most exploration projects do not result in the discovery of commercially mineable deposits of ore.  The Waibau Claim, our sole property, does not have a known body of commercial ore. Should our mineral claim be found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of our claim. Previous mining exploration activities may have caused environmental damage to the Waibau Claim. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective.
 
Even with positive results during exploration, the Waibau Claim might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible.  If the cost of extracting any minerals that might be found on the Waibau Claim is in excess of the selling price of such minerals, we would not be able to develop the claim.  Accordingly even if ore reserves were found on the Waibau Claim, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the Waibau Claim and seek another mineral property to develop, or cease operations altogether.
 
Our officers and directors own a substantial amount of our common stock and will have substantial influence over our operations.
 
Our directors and officers currently own 35,000,000 shares of common stock representing 68.6% of our outstanding shares.  The directors and officers registered for resale under an effective Form SB-2 3,500,000 of their shares.  Assuming that such directors and officers sell their 3,500,000 shares, they will still own 31,500,000 shares of common stock representing 61.8% of our outstanding shares.  As a result, they will have substantial influence over our operations and can effect certain corporate transaction without further shareholder approval.  This concentration of ownership may also have the effect of delaying or preventing a change in control.

When a market develops for our shares our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.

When a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:

●
Potential investors’ anticipated feeling regarding our results of operations;
●
Increased competition and/or variations in mineral prices;
●
Our ability or inability to generate future revenues; and
●
Market perception of the future of the mineral exploration industry.
 
 
-20-
 

 
In addition, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance.  Our share price might be affected by general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations.  In addition, stocks traded over the OTCBB quotation system are usually thinly traded, highly volatile and not followed by analysts.  These factors, which are not under our control, may have a material effect on our share price.

 We anticipate the need to sell additional treasury shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.

We may seek additional funds through the sale of our common stock.  This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced.  The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.
 
 Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.
 
Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There has been no change in our securities during the six months ended November 30, 2009.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no matters brought forth to the securities holders to vote upon during this quarter.

ITEM 5.                      OTHER INFORMATION

None
 
-21-
 

 
ITEM 6.                      EXHIBITS

The following exhibits are included as part of this report by reference:

3.1
  
Certificate of Incorporation (incorporated by reference from Laural’s Registration Statement on Form SB-2 filed on July 27, 2007, Registration No. 333-144923)
     
3.2
  
Articles of Incorporation (incorporated by reference from Laural’s Registration Statement on Form SB-2 filed on July 27, 2007, Registration No.333-144923)
     
3.3
  
By-laws (incorporated by reference from Laural’s Registration Statement on Form SB-2 filed on July 27, 2007, Registration No. 333-144923)
     
4
  
Stock Specimen (incorporated by reference from Laural’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 from Laural’s Registration Statement on Form SB-2 filed on July27, 2007 Registration No. 333-144923)



 
-22-


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

 
LAURAL RESOURCES, INC.
 
     (Registrant)
   
   
Date:  January 8, 2010
MANDI LUIS 
 
Chief Executive Officer, President and Director
   
   
   
Date: January 8, 2010
ROBERT MACKAY 
 
Chief Financial Officer, Chief Accounting
Officer, Secretary and Director

 
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