UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





(Mark
      One)





þ
            Quarterly
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934For
                the quarterly period ended September 30, 2008o
            Transition
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period from _________to _________





Commission
      File Number 000-03125





ADUROMED
      INDUSTRIES, INC.


(Exact
      Name of Registrant as Specified in Its Charter)





Delaware
            
            21-0661726(State
                or other Jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                Number)





3
      Trowbridge Drive


Bethel,
      Connecticut 06801


(Address
      of Principal Executive offices)





(203)
      798-1080


(Issuer’s
      Telephone Number)





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section


13
      or
      15(d) of the Exchange Act 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 þ No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
                Accelerated Filero
            Accelerated
                FileroNon-Accelerated
                Filero
            Smaller
                Reporting Companyþ





Indicate
      by check mark whether the registrant is a shell company (as defined
      in


Rule
      12b-2 of the Exchange Act). Yes o No þ





As
      of
      November 7, 2008 561,406,934 shares of the issuer’s common stock (par value
      $0.0001 per share) were outstanding.





TABLE
      OF
      CONTENTS





PagePART
                I—FINANCIAL INFORMATIONItem
                1: Financial Statements
            
            
            F1
                – F11Item
                2: Management's Discussion and Analysis or Plan of
                Operation
            
            
            3Item
                3: Quantitative and Qualitative disclosures about Market
                Risk
            
            
            7Item
                4: Controls and Procedures
            
            
            7PART
                II—OTHER INFORMATIONItem
                1: Legal Proceedings
            
            
            8Item1A:
                Risk Factors
            
            
            8Item
                2: Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            8Item
                3: Defaults Upon Senior Securities
            
            
            8Item
                4: Submission of Matters to a Vote of Security Holders
            
            
            8Item
                5: Other Information
            
            
            8Item
                6: Exhibits
            
            
            9Signatures
            
            
            9





**PART
      I—FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





INDEX
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





PAGECONDENSED
                CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2008 AND DECEMBER
                31, 2007
            
            
            F2UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
                ENDED
                SEPTEMBER 30, 2008 AND 2007
            
            
            F3UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS
                ENDED
                SEPTEMBER 30, 2008 AND 2007
            
            
            F4UNAUDITED
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
                ENDED
                SEPTEMBER 30, 2008 AND 2007
            
            
            F5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            
            
            F6


F-1


ADUROMED
      INDUSTRIES, INC.





CONDENSED
      CONSOLIDATED BALANCE SHEETS





September 30,
            
            December 31,2008
            
            2007(Unaudited)ASSETSCurrent
                assetsCash
            
            $
            3,111,287
            
            $
            212,215Accounts
                receivable(net of $11,418 allowance)
            
            
            328,028
            
            
            739,840Revenues
                in excess of billings
            
            
            7,679
            
            
            -Inventory
            
            
            595,006
            
            
            900,938Prepaid
                expenses
            
            
            -
            
            
            55,350Total
                current assets
            
            
            4,042,000
            
            
            1,908,343Property,
                plant and equipment, net
            
            
            272,337
            
            
            351,179Long
                term deposits
            
            
            17,988
            
            
            17,988Total
                assets
            
            $
            4,332,325
            
            $
            2,277,510LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            405,783
            
            $
            517,402Deferred
                revenue
            
            
            165,595
            
            
            245,391Dividends
                payable
            
            
            -
            
            
            864,013Accrued
                liquidated damages
            
            
            -
            
            
            602,000Billings
                in excess of revenue
            
            
            584,967
            
            
            1,221,338Short
                term secured notes payable
            
            
            -
            
            
            1,225,000Convertible
                debt, face value $1,225,000, due August 4, 2008
            
            
            -
            
            
            28,892Short
                term notes payable related party
            
            
            -
            
            
            -Current
                portion of notes payable
            
            
            200,022
            
            
            197,756Total
                current liabilities
            
            
            1,356,367
            
            
            4,901,792Notes
                payable, less current portion
            
            
            -
            
            
            62,476Total
                liabilities
            
            
            1,356,367
            
            
            4,964,268Stockholders'
                equity (deficit)Preferred
                stock:$.0001
                par value; 60,000,000 shares authorized; 0 and 22,043,862 shares
                issued
                and outstanding
            
            
            -
            
            
            2,204Common
                stock:$.0001
                par value; 1,400,000,000 shares authorized; 563,406,932 and 21,665,306
                shares issued and outstanding
            
            
            56,341
            
            
            2,167Additional
                paid-in capital
            
            
            18,848,772
            
            
            9,363,671Accumulated
                deficit
            
            
            (15,929,155
            )
            
            (12,054,800
            )Total
                  stockholders' equity (deficit)
            
            
            2,975,958
            
            
            (2,686,758
            )Total
                liabilities and stockholders' deficit
            
            $
            4,332,325
            
            $
            2,277,510





See
      Notes
      to Consolidated Financial Statements


F-2


ADUROMED
      INDUSTRIES, INC.





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For the Three Months EndedSeptember 30,2008
            
            2007RevenuesContract
                revenues earned
            
            $
            571,243
            
            $
            298,838Sales
                and service revenues
            
            
            177,515
            
            
            304,399Total
                revenues
            
            
            748,758
            
            
            603,237Cost
                of sales
            
            
            482,239
            
            
            423,253Gross
                profit
            
            
            266,519
            
            
            179,984Operating
                expensesSalaries
                and wages
            
            
            339,227
            
            
            396,325General
                and administrative expenses
            
            
            1,015,049
            
            
            594,032Depreciation
                expense
            
            
            19,585
            
            
            21,847Total
                operating expenses
            
            
            1,373,861
            
            
            1,012,204Loss
                from operations
            
            
            (1,107,342
            )
            
            (832,220
            )Other
                income and expensesInterest
                and other income
            
            
            40,290
            
            
            7,291Interest
                expense
            
            
            (253,324
            )
            
            (82,510
            )Total
                other income and expenses
            
            
            (213,034
            )
            
            (75,219
            )Net
                loss before income taxes
            
            
            (1,320,376
            )
            
            (907,439
            )Provision
                for income tax benefit
            
            
            -
            
            
            -Net
                loss
            
            $
            (1,320,376
            )
            $
            (907,439
            )Basic
                and diluted net loss per common share
            
            $
            -
            
            $
            (0.05
            )Weighted
                average common shares outstanding
            
            
            336,645,470
            
            
            20,994,455





See
      Notes
      to Consolidated Financial Statements


F-3


ADUROMED
      INDUSTRIES, INC.





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For the Nine months endedSeptember 30,2008
            
            2007RevenuesContract
                revenues earned
            
            $
            1,425,466
            
            $
            1,413,086Sales
                and service revenues
            
            
            529,273
            
            
            722,272Total
                revenues
            
            
            1,954,739
            
            
            2,135,358Cost
                of sales
            
            
            1,291,321
            
            
            1,345,116Gross
                profit
            
            
            663,418
            
            
            790,242Operating
                expensesSalaries
                and wages
            
            
            1,029,217
            
            
            1,219,269General
                and administrative expenses
            
            
            2,098,740
            
            
            1,562,117Depreciation
                expense
            
            
            63,900
            
            
            68,429Total
                operating expenses
            
            
            3,191,857
            
            
            2,849,815Loss
                from operations
            
            
            (2,528,439
            )
            
            (2,059,573
            )Other
                income and expensesInterest
                and other income
            
            
            40,904
            
            
            21,000Interest
                expense
            
            
            (1,867,256
            )
            
            (175,823
            )Total
                other income and expenses
            
            
            (1,826,352
            )
            
            (154,823
            )Net
                loss before income taxes
            
            
            (4,354,791
            )
            
            (2,214,396
            )Provision
                for income tax benefit
            
            
            -
            
            
            -Net
                loss
            
            $
            (4,354,791
            )
            $
            (2,214,396
            )Basic
                and diluted net loss per common share
            
            $
            (0.04
            )
            $
            (0.12
            )Weighted
                average common shares outstanding
            
            
            127,553,445
            
            
            20,836,677





See
      Notes
      to Consolidated Financial Statements


F-4


ADUROMED
      INDUSTRIES, INC.





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





Nine
                months endedSeptember
                30,2008
            
            2007Cash
                flows from operating activities:Net
                loss
            
            $
            (4,354,791
            )
            $
            (2,214,396
            )Adjustments
                to reconcile net loss to net cash used in operations:Stocks,
                Warrants and options issued for services
            
            
            1,693,261
            
            
            296,997Stocks
                issued for dividends & liquated damages
            
            
            598,577Stock
                issued for debt
            
            
            1,159,733
            
            
            -Depreciation
                expense
            
            
            63,900
            
            
            68,429Disposal
                of Fixed Assets
            
            
            22,249
            
            
            7,170Change
                to allowance for bad debt
            
            
            
            
            
            (4,682
            )Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            411,812
            
            
            (20,535
            )Revenues
                in excess of billings
            
            
            (7,679
            )
            
            70,000Inventory
            
            
            305,932
            
            
            (158,376
            )Prepaid
                expenses
            
            
            55,350
            
            
            (5,492
            )Accounts
                payable and accrued liabilities
            
            
            (262,075
            )
            
            (832,309
            )Deferred
                revenue
            
            
            (79,796
            )
            
            140,829Billings
                in excess of revenue
            
            
            (636,371
            )
            
            356,165Interest
                on notes payable
            
            
            8,775
            
            
            -Dividends
                payable
            
            
            (864,013
            )
            
            315,000Net
                cash used in operating activities
            
            
            (1,885,136
            )
            
            (1,981,200
            )Cash
                flows from investing activities:Purchase
                of fixed assets
            
            
            (7,307
            )
            
            (11,686
            )Net
                cash used in investing activities
            
            
            (7,307
            )
            
            (11,686
            )Cash
                flows from financing activities:Issuance
                of secured notes payable
            
            
            350,000
            
            
            1,275,000Repayments
                of secured notes payable
            
            
            -
            
            
            (127,500
            )Repayments
                of notes payable
            
            
            (418,985
            )
            
            (6,661
            )Proceeds
                from issuance of stock
            
            
            4,946,000
            
            
            6,292Cost
                of issuance of preferred stock and Warrants
            
            
            (85,500
            )
            
            (111,032
            )Net
                cash provided by financing activities
            
            
            4,791,515
            
            
            1,036,099Decrease
                in cash and cash equivalents
            
            
            2,899,072
            
            
            (956,787
            )Cash
                and cash equivalents, beginning of period
            
            
            212,215
            
            
            1,892,336Cash
                and cash equivalents, end of period
            
            $
            3,111,287
            
            $
            935,549Supplemental
                disclosures of cash flow information:Cash
                paid for interest
            
            $
            94,903
            
            $
            45,780Supplemental
                disclosures of non-cash investing and financing
                activities:Conversion
                of note to stock
            
            $
            1,225,000
            
            $
            129,299Accrual
              of preferred stock dividends
            
            
            210,000
            
            $
            310,000Conversion
              of accrued dividend to stock
            
            
            383,577
            
            
            -Conversion
              of accrued liquidated damages to
              stock
            
            
            215,000
            
            
            -





See
      Notes
      to Consolidated Financial Statements


F-5


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





1.  BASIS
      OF
      PRESENTATION





The
      condensed consolidated balance sheets of Aduromed Industries Inc., and
      subsidiaries (“Aduromed”, the “Company”, “AII”) as of September 30, 2008 and
      December 31, 2007, the condensed consolidated statements of operations for
      the
      three and nine month period ended September 30, 2008 and 2007, and the condensed
      consolidated statements of cash flows for the nine month period ended September
      30, 2008 and 2007 have been prepared by the Company without audit. In the
      opinion of management, the information contained herein reflects all adjustments
      necessary to make the presentation of the Company’s condensed financial
      position, results of operations and cash flows not misleading. All such
      adjustments are of a normal recurring nature.





The
      accompanying condensed consolidated financial statements do not contain all
      of
      the information and disclosures required by accounting principles generally
      accepted in the United States of America and should be read in conjunction
      with
      the consolidated financial statements and related notes included in the
      Company’s annual report on Form 10-K for the fiscal year ended December 31,
      2007, filed on March 31, 2008 and amended on July 24, 2008.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern, which contemplates the realization
      of assets and satisfaction of liabilities and commitments in the normal course
      of business. The Company has incurred substantial recurring losses, which raises
      substantial doubt about its ability to continue as a going concern. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





The
      Company has available cash and cash equivalents of approximately $3,111,287
      at
      September 30, 2008 which it intends to utilize for working capital purposes
      and
      to continue developing its business. On August 4, 2008 the Company closed on
      a
      Master Restructuring Agreement (“MRA”) pursuant to which the Company has
      received $4,946,000 in equity funding and has retired or converted all of its
      preferred stock, liquidated damages, accrued dividends on the preferred stock
      and a bridge loan in the amount of $1,225,000 into shares of common stock.
      Concurrent with the MRA, the Company increased its authorized common shares
      to
      1.4 billion shares of common stock. To supplement its cash resources, the
      Company continues to pursue a number of alternative financing arrangements
      with
      various investment entities. We are currently looking to secure additional
      working capital to provide the necessary funds for us to execute our business
      plan through various sources, including bank facilities and equity offerings.
      However, we continue to incur significant operating losses and the resultant
      reduction of our cash position. We cannot assure that we will be able to obtain
      additional funding, and the lack thereof would have a material adverse impact
      on
      our business. Moreover, any equity funding could be substantially dilutive
      to
      existing stockholders. The aforementioned factors raise substantial doubt about
      our ability to continue as a going concern.





2.  BUSINESS
      DESCRIPTION - ORGANIZATION





The
      Company designs, fabricates and installs systems to treat regulated medical
      waste on site. Its principal products are the Aduromed MedClean® series systems.
      AII through its subsidiary provides MedClean® systems to hospitals and other
      medical facilities as efficient, safe, cost-effective and legally-compliant
      solutions as alternatives to incineration or off-site hauling of untreated
      medical waste and to other types of alternative treatment technologies and
      methodologies.


F-6


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





3.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





EARNINGS
      (LOSS) PER COMMON SHARE





The
      net
      earnings (loss) per common share are computed by dividing the net loss for
      the
      period by the weighted average number of shares outstanding for the period.
      Outstanding warrants and options for the period ending September 30, 2008 and
      2007 amounting to 520,536,489 and 43,658,264 respectively were not included
      in
      the calculation for net loss per common share because it would be
      antidilutive.





Outstanding
      Preferred A and B class of stock nor the common stock equivalents associated
      with the conversion feature amounting to 22,043,862 for the period ending
      September 30, 2007 of both classes of Preferred stock were not included in
      the
      calculation for net loss per common share as it would be
      antidilutive.





The
      numerator and denominator used in the basic and diluted earnings (loss) per
      share of common stock computations are presented in the following
      table:





Nine months ended
            
            Three months endedSeptember 30,
            
            September 30,2008
            
            2007
            
            2008
            
            2007NUMERATOR
                FOR BASIC AND DILUTED EPS (LPS)Net
                loss per statement of operations
            
            $
            (4,354,791
            )
            $
            (2,214,396
            )
            $
            (1,320,376
            )
            $
            (907,439
            )Dividend
                payable to preferred stockholders
            
            
            (210,000
            )
            
            (315,000
            )
            
            -
            
            
            (105,000
            )Net
                loss to common stockholders
            
            $
            (4,564,791
            )
            $
            (2,529,396
            )
            $
            (1,320,376
            )
            $
            (1,012,439
            )DENOMINATOR
                FOR BASIC AND DILUTED EPS (LPS)Weighted
                average shares of common stock outstanding
            
            
            127,553,445
            
            
            20,836,677
            
            
            336,645,470
            
            
            20,994,455Basic
                and diluted EPS (LPS)
            
            $
            (0.04
            )
            $
            (0.12
            )
            $
            (0.00
            )
            $
            (0.05
            )





USE
      OF
      ESTIMATES





The
      preparation of the accompanying financial statements, in conformity with
      generally accepted accounting principles, requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements, and the reported amounts of revenue and expenses during the
      reporting periods. Actual results could differ from those
      estimates.





CASH
      AND
      CASH EQUIVALENTS





The
      Company considers all highly liquid debt instruments purchased with an original
      maturity of three months or less to be cash equivalents.





The
      Company maintains cash deposits with financial institutions, which from time
      to
      time may exceed federally insured limits. The Company has not experienced any
      losses and believes it is not exposed to any significant credit risk from cash.
      At September 30, 2008, the Company has cash balances amounting to $3,011,287
      on
      deposit in one account with a financial institution in excess of the federally
      insured limits.


F-7


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





CONTROL
      BY PRINCIPAL STOCKHOLDERS





The
      directors, executive officers, participants in the Master Restructuring
      Agreement and their affiliates or related parties, own beneficially and in
      the
      aggregate, the majority of the voting power of the outstanding shares of the
      common stock of the Company. Accordingly, the directors, executive officers
      and
      their affiliates, if they voted their shares uniformly, would have the ability
      to control the approval of most corporate actions, including increasing the
      authorized capital stock of the Company and the dissolution, merger or sale
      of
      the Company's assets.





DEPENDENCE
      ON PRINCIPAL CUSTOMER





One
      principal customer, Aramark, represents a significant portion of our revenues.
      We recognized revenue of approximately $472,671 or 24% and $596,225 or 28%
      of
      total revenue from Aramark in the nine months ended September 30, 2008 and
      2007,
      respectively. In the current year, the loss of our principal customer would
      have
      a significant adverse impact on our business. On a going forward basis we intend
      to mitigate this dependence.





ACCOUNTS
      RECEIVABLE





The
      Company maintains an accounts receivable ledger to track amounts due from
      individual customers. The Company continuously monitors the creditworthiness
      of
      its customers and has established an allowance for amounts that may be
      uncollectible in the future based on current economic conditions, historical
      payments and specific customer related collection issues. The allowance for
      bad
      debts was $11,418 as of September 30, 2008 and December 31, 2007.





PROPERTY,
      PLANT AND EQUIPMENT





The
      Company has property, plant and equipment that consist of automobiles, computers
      and related accessories, and office furniture. The depreciation is calculated
      using the straight line method over the life of the property. All property
      has a
      useful life of 3 to 10 years. The following table summarizes these assets as
      of
      September 30, 2008 and December 31, 2007:





September 30,
            
            December 31,2008
            
            2007Vehicles
            
            $
            -
            
            $
            41,338Office
                Furniture
            
            
            164,525
            
            
            164,525Computers
                and Accessories
            
            
            174,007
            
            
            175,485Leasehold
                Improvements
            
            
            117,997
            
            
            117,997Total
                Assets
            
            
            (456,529
            )
            
            (499,345
            )Accumulated
                Depreciation
            
            
            184,192
            
            
            148,166Property
                Plant and Equipment, Net
            
            $
            272,337
            
            $
            351,179





INVENTORY





The
      Company maintains an inventory, which consists primarily of component parts,
      spare parts and consumable goods. The average cost method is utilized in
      valuing the inventory, and is stated at the lower of cost or market. The
      following table summarizes these assets as of September 30, 2008 and December
      31, 2007:


F-8


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





September 30,
            
            December 31,2008
            
            2007Component
                & spare parts
            
            
            527,220
            
            
            742,310Consumables
            
            
            19,786
            
            
            29,384Advance
                payments
            
            
            48,000
            
            
            129,244Total
                inventory
            
            
            595,006
            
            
            900,938





REVENUE
      RECOGNITION





The
      Company recognizes revenues from fixed-price and modified fixed-price
      construction type contracts on the percentage-of-completion method, measured
      by
      the percentage of cost incurred to date to estimated total cost for each
      contract. That method is used because management considers total cost to be
      the
      best available measure of progress on the contracts. Because of inherent
      uncertainties in estimating costs, it is at least reasonably possible that
      the
      estimates used will change within the near term. The Company typically bills
      25%
      of the contract at signing, 50% upon delivery of components, and the final
      25%
      upon completion of installation and start-up.





Contract
      costs include all direct material and labor costs and those indirect costs
      related to contract performance. Selling, general and administrative costs
      are
      charged to expense as incurred. Provisions for estimated losses on uncompleted
      contracts are made in the period in which such losses are determined. Changes
      in
      job performance, job conditions, and estimated profitability may result in
      revisions to costs and income, which are recognized in the period in which
      the
      revisions are determined. Changes in estimated job profitability resulting
      from
      job performance, job conditions, contract penalty provisions, claims, change
      orders, and settlements, are accounted for as changes in estimates in the
      current period.





The
      Company provides a one year warranty on the systems it installs. The Company
      also obtains a one year warranty on the system components from the component
      manufacturer, thereby mitigating potential warranty costs. Accordingly, the
      Company has accrued no reserve for warranty. After the warranty term expires
      the
      Company offers a maintenance agreement of one or more years to the customer.
      The
      Customer is billed for, and pays for the maintenance agreement in advance.
      Revenues from such maintenance agreements are recognized ratably over the lives
      of the maintenance agreements, with the excess of the amount collected over
      the
      amount recognized as deferred revenue. At September 30, 2008 and December 31,
      2007, the Company had $165,595 and $245,391, respectively in deferred revenue
      from maintenance agreements.





Revenues
      from the sale of accessories, repairs and replacement parts are recognized
      when
      the goods are shipped to the customer in accordance with a valid order
      agreement. The order agreement specifies delivery terms and pricing, and is
      considered to reasonably assure collection from the customer.





4.  CONTRACTS
      IN PROGRESS





The
      Company entered into construction type contracts to furnish and install its
      systems in hospitals. There were five outstanding contracts at September 30,
      2008. The following table summarizes these outstanding
      contracts:


F-9


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





Contract
            
            Revenue
            
            Amounts
            
            Revenues in
            
            Billings in excessAmount
            
            Recognized
            
            Billed
            
            excess of Billings
            
            of RevenuesOutstanding
                contracts at September 30, 20081,327,930
            
            
            949,221
            
            
            1,327,930
            
            
            -
            
            
            378,709231,257
            
            
            29,347
            
            
            21,668
            
            
            7,679
            
            
            -483,596
            
            
            163,939
            
            
            215,271
            
            
            -
            
            
            51,332299,759
            
            
            64,875
            
            
            188,632
            
            
            -
            
            
            123,757559,594
            
            
            528,426
            
            
            559,594
            
            
            -
            
            
            31,1687,679
            
            
            584,966Outstanding
                contracts at December 31, 20071,327,930
            
            
            683,593
            
            
            1,327,930
            
            
            -
            
            
            644,337483,117
            
            
            458,995
            
            
            483,117
            
            
            -
            
            
            24,122231,257
            
            
            12,447
            
            
            12,447
            
            
            -
            
            
            -483,596
            
            
            106,076
            
            
            120,899
            
            
            -
            
            
            14,823257,820
            
            
            -
            
            
            257,820
            
            
            -
            
            
            257,820282,948
            
            
            -
            
            
            94,316
            
            
            -
            
            
            94,316559,594
            
            
            5,611
            
            
            191,531
            
            
            -
            
            
            185,920-
            
            
            1,221,338





5.  SHORT-TERM
      NOTES PAYABLE RELATED PARTY





On
      March
      17, 2008, the Company entered into a factoring agreement with a stockholder
      of
      the Company whereby the Company received $300,000 secured by specific milestone
      billings. The company agreed to pay interest at 15% per annum. As further
      incentive the Company issued 600,000 warrants with an exercise price of $0.09.
      The estimated value of the warrants is added to paid-in-capital and amortized
      to
      interest expense over the life of the loan. The warrant agreement expires on
      March 16, 2013. On May 23 2008, the Company repaid $50,000 of principal on
      this
      note and on August 7, 2008, repaid the remaining balance of $250,000 with
      accrued interest of $16,200.





6.  NOTE
      PAYABLE





The
      Company had a note payable to a bank. The note was personally guaranteed by
      an
      officer of the Company, and bears interest at the bank’s prime interest rate
      adjusted quarterly. On
      September 12, 2008, the Company repaid the outstanding balance of $100,000.





7.  PREFERRED
      STOCK





On
      August
      4, 2008, Sherleigh Associates Inc. Defined Benefit Pension Plan (“Sherleigh”),
      (i) converted its shares of Series A and Series B Preferred Stock into
      20,000,081 shares of common stock of the Company, par value $0.0001 per share
      (“Common Stock”), (ii) converted accumulated dividends payable on its Preferred
      Stock as of June 30, 2008 in the amount of $383,576 into 15,343,040 shares
      of
      Common Stock and received additional common stock purchase warrants for
      15,343,040 shares of Common Stock at an exercise price of $0.025 per share,
      and
      (iii) converted liquidated damages in the amount of $215,000 payable to
      Sherleigh by the Company into 8,600,000 shares of Common Stock and received
      additional common stock purchase warrants for 8,600,000 shares of Common Stock
      at an exercise price of $0.025 per share.





On
      August
      4, 2008, the Pequot Funds surrendered their shares of Series A and Series B
      Preferred Stock to the Company which shares were cancelled, and the Pequot
      Funds
      forfeited their right to receive accumulated dividends payable on their
      Preferred Stock as of June 30, 2008 in the amount of $690,436 and liquidated
      damages in the amount of $387,000 payable to the Pequot Funds by the
      Company.


F-10


ADUROMED
      INDUSTRIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





The
      Series A and B Preferred Warrants were amended such that they collectively
      represent the right to purchase 55,999,998 shares of Common Stock at an exercise
      price of $0.025 per share, of which Pequot Funds holds warrants for the purchase
      of 36,000,001 shares of Common Stock and Sherleigh holds warrants for the
      purchase of 19,999,997 shares of Common Stock and weighted average anti-dilution
      rights have been terminated.





The
      Amended and Restated Stockholders Agreement, dated as of January 23, 2006 among
      the Company, Aduromed, the Pequot Funds and Sherleigh was
      terminated.





8.  COMMON
      STOCK





For
      the
      nine months ended September 30, 2008, 525,000 shares of common stock were issued
      to a business advisor and consultant to the Company as part of his compensation
      package. The shares were valued at $0.23 per share for a total value of
      $120,750.





On
      August
      4, 2008 concurrent with the closing of the Master Restructuring Agreement the
      Company increased its authorized common shares to 1.4 billion shares
      and:





the
      Bridge Loan Holders collectively converted a deemed principal amount of
      $1,275,000 of their notes into 93,750,000 shares of Common Stock and all such
      Bridge Loan Holders’ outstanding common stock warrants were collectively
      converted into warrants for the purchase of 93,750,000 shares of Common Stock
      at
      an exercise price of $0.025 per share and anti-dilution rights were terminated.
      All documents entered into in connection with the bridge loan were
      terminated.





Mr.
      Esposito and his new management associates invested $1,046,000 into the Company
      in return for 83,680,000 shares of Common Stock and common stock purchase
      warrants representing an equal amount of shares of Common Stock at an exercise
      price of $0.025 per share and





The
      Pequot Funds invested an additional $1,300,000 into the Company, with post
      restructuring holdings of 131,097,456 shares of Common Stock and warrants to
      purchase 131,097,456 shares of Common Stock at $0.025 per share and





Sherleigh
      invested an additional $700,000 into the Company, with post restructuring
      holdings of 71,943,023 shares of Common Stock and warrants to purchase
      71,943,023 shares of Common Stock at $0.025 per share





On
      September 2, 2008, the Company issued 4.5 million shares of common stock to
      an
      investor relations firm as part of their service contract. The shares were
      valued at $0.15 per share for a total value of $675,000.





9.  RECLASSIFICATION





We
      reclassified warrants amortization expenses in the three and nine month periods
      of 2007 from General and Administrative expenses to interest expense to conform
      to the current period presentation. There is no effect on the net loss for
      the
      prior period.





10.  SUBSEQUENT
      EVENTS





On
      November 1, 2008 the Company commenced leasing a four office suite in Scotch
      Plains, NY for $3, 710.00 per month for 12 twelve months. . The one year lease
      commences November 1, 2008 and terminates October 31, 2009





On
      November 1, 2008, the Company began leasing the remaining 11,834 sq ft of space
      at its’ existing facility in Bethel, CT. The lease is a triple net lease (NNN)
      commencing November 1, 2008 and terminating October 31, 2011. The base rent
      for
      the first year is $5.50 per sq. ft. with 3% increases for each of the following
      two years. The additional space will be used to assemble our systems.


F-11


**Item
      2. Management's Discussion and Analysis or Plan of
      Operation**





**Forward
      Looking Statements**





The
      Company is including the following cautionary statement in this Interim Report
      on Form 10-Q for any forward-looking statements made by, or on behalf of, the
      Company including its wholly-owned subsidiary Aduromed Corporation.
      Forward-looking statements include statements concerning plans, objectives,
      goals, strategies, future events or performance and underlying assumptions
      and
      other statements which are other than statements of historical facts. Certain
      statements contained herein are forward-looking statements and accordingly
      involve risks and uncertainties which could cause actual results or outcomes
      to
      differ materially from those expressed in the forward-looking statements. Our
      expectations, beliefs and projections are expressed in good faith and are
      believed by us to have a reasonable basis, including without limitation,
      management’s examination of historical operating trends, data contained in our
      records and other data available from third parties, but there can be no
      assurance that management’s expectation, beliefs or projections will result or
      be achieved or accomplished. In addition to other factors and matters discussed
      elsewhere herein, the following are important factors that, in our view, could
      cause actual results to differ materially from those discussed in the
      forward-looking statements: technological advances by our competitors, changes
      in health care reform, including reimbursement programs, changes to regulatory
      requirements relating to environmental approvals for the treatment of infectious
      medical waste, capital needs to fund any delays or extensions of development
      programs, delays in the manufacture of new and existing products by us or third
      party contractors, market acceptance of our products, the loss of any key
      employees, delays in obtaining federal, state or local regulatory clearance
      for
      new installations and operations, changes in governmental regulations,
      availability of capital on terms satisfactory to us. We are also subject to
      numerous Risk Factors relating to manufacturing, regulatory, financial resources
      and personnel as described in our Annual Report on Form 10-K. We disclaim any
      obligation to update any forward-looking statements to reflect events or
      circumstances after the date hereof.





**Results
      of Operations**





**Three
      Months Ended September 30, 2008 Compared to Three Months Ended September 30,
      2007**





*Net
      Revenue*





Total
      revenue for the three months ended September 30, 2008 increased by $145,521
      to
      $748,758 over the same three month period in 2007. Revenues derived from the
      sales of our MedClean systems increased by $201,918. This was partially offset
      from a decline in sales and service revenues of $126,884.





Revenues
      from our MedClean product for the three months ended September 30, 2008 were
      $571,243 and $298,838 in the same three month period in 2007. The increased
      revenue was due to the installation of two systems installed in two hospitals.





Revenues
      derived from the sale of consumables, component parts and service contracts
      decreased to $177,515 from $304,399 in the same three month period of 2007,
      a
      decrease of $126,884. In 2007, we recognized revenue for major upgrades at
      two
      hospitals and was not expected to repeat in 2008.




*Gross
      Profit*




The
      gross
      profit for the three months ended September 30, 2008 was $266,519 (35.6% of
      total revenue) compared with a gross profit of $179,984 (29.8% of total revenue)
      for the same three month period of 2007, the gross profit was impacted by sales
      volume and efficiencies realized during installation.




The
      components of costs of revenues for products include direct materials, shipping
      and rigging costs and contract labor primarily used to install, repair and
      maintain our equipment.




*Operating
      Expenses*




Total
      operating expenses for the three month period ended September 30, 2008 were
      $1,373,861 compared to $1,012,204 for the same three month period in 2007,
      an
      increase of $361,657. The
      operating expenses for the quarter were primarily the result of increasing
      the
      Company’s support from professional service providers to satisfy anticipated
      growth and compliance with the Master Restructuring Agreement (MRA) dated August
      4, 2008. The increases included the issuance of 4.5 million shares of our common
      stock valued at $675,000 to an Investment Relations firm as part of their
      compensation; increased legal and professional services amounting to $92,744
      and
      increased employee option expense of $110,000. These increases were offset
      by
      the reversal of a $387,000 accrual which is no longer required. Savings on
      salaries, wages, and employee related expenses amounted to $116,191. All other
      categories decreased by a net $12,896.




3




*Interest
      (Income) Expense*




Interest
      income for both periods were approximately the same, $7,514 and $7,291 for
      the
      three months ended September 30, 2008 and 2007. We recorded a one time gain
      of
      $32,775 in other income during the period. The Company invests its excess cash
      in a money market account.




Interest
      expense and amortization for the three months ended September 30, 2008 was
      $253,324 compared with $82,510 in the same three month period of 2007. Interest
      expense for the three month period ending September 30, 2008 was $6,972 compared
      to $41,111 for the three month period ending September 30, 2008. During the
      quarter we repaid or converted to common stock all but one note payable. In
      the
      three month period ending September 30, 2008 we recognized non-cash amortization
      expense for warrants issued amounting to $246,352 compared to $41,399 in the
      same three month period of 2007. The increase was due to the amount of new
      warrants issued as a result of the MRA .




*Net
      loss*




Net
      loss
      for the three months ended September 30, 2008 was $(1,320,376) compared to
      a net
      loss for the same three month period in 2007 of $(907,439)




*Net
      Loss Attributable to Common Stockholders*




Net
      loss
      attributable to common stockholders for the three months ended September 30,
      2008 was $(1,320,376) or $(0.00) cents per share (basic and diluted), compared
      to a net loss of $(1,012,439) or $(0.05) cents per share (basic and diluted)
      for
      the same period in 2007.




**Nine
      Months Ended September 30, 2008 Compared to Nine Months Ended September 30,
      2007**





*Net
      Revenue*





Total
      revenue for the nine months ended September 30, 2008 was $1,954,739 compared
      with $2,135,358 for the same nine month period of 2007. Of the revenue decrease,
      $192,999 was attributable to a decrease of revenues derived from the sale of
      consumables, component parts and service contracts while sales derived from
      our
      MedClean systems decreased $12,380. Contract backlog as of September 30, 2008
      was $1,166,328.





Revenues
      from our MedClean product for the nine months ended September 30, 2008 were
      $1,425,466 and $1,413,086 in the same nine month period of 2007, a decrease
      of
      $12,380.





Revenues
      derived from the sale of consumables, component parts and service contracts
      decreased by $192,999 or 26.7% to $529,273 from $722,272 in the same nine month
      period of 2007. As mentioned in the quarter we had one time sales in 2007 that
      did not repeat in 2008.





Orders
      for the MedClean system are contracted by purchase order and are billed in
      3
      increments. Typically, we bill our customers for 25% of the contract value
      at
      signing, 50% when the equipment is shipped to the customer and 25% upon
      completion of installation and start-up. Consumables and component parts are
      billed when shipped and service contracts are invoiced at the start of the
      service period and revenue is pro-rated over the life of the
      contract.


4




*Gross
      Profit*




The
      gross
      profit for the nine months ended September 30, 2008 was $663,418 (33.9% of
      total
      revenue) compared with a gross profit of $790,242 (37.0% of total revenue)
      for
      the same nine month period of 2007, a decrease of $126,824. Gross profit was
      impacted by reduced installations and increased cost.




The
      components of costs of revenues for products include direct materials, shipping
      and rigging costs and contract labor primarily used to install, repair and
      maintain our equipment.




*Operating
      Expenses*




Total
      operating expenses for the nine month period ended September 30, 2008 were
      $3,191,857 compared with $2,849,815 for the same nine month period of 2007,
      an
      increase of $342,042. The operating expenses were primarily the result of
      increasing the Company’s support from professional service providers to satisfy
      anticipated growth and compliance with the Master Restructuring Agreement (MRA)
      dated August 4, 2008. The increases included the issuance of 4.5 million shares
      of our common stock valued at $675,000 to an Investment Relations firm as part
      of their compensation; these increases were offset by the reversal of a $387,000
      accrual in the current quarter which is no longer required. All other categories
      increased by a net $54,042.




*Interest
      (Income) Expense*




Interest
      income for the nine months ended September 30, 2008 was $8,128 compared with
      $21,000 of interest income in the same nine month period of 2007 on reduced
      cash
      balances available for investment. The Company invests its excess cash in a
      money market account. As of September 30, 2008 the interest rate was 1.8%.
      During the quarter the Company recognized a one time gain of $32,775.




Interest
      expense and amortization for the nine months ended September 30, 2008 was
      $1,867,256 compared with $175,823 in the same nine month period of 2008.
      Interest expense for the nine month period ending September 30, 2008 and 2007
      was $103,078 and $51,630, respectively. Increased borrowings of $1,375,000
      accounted for the interest in 2008. In the nine month period ending September
      30, 2008 we recognized non-cash amortization expense for warrants issued
      amounting to $1,764,178 compared to $124,193 in the same nine month period
      of
      2008. In June of 2007, the Company borrowed $1,275,000 at a rate of 12% per
      annum due on December 27, 2007. The loan was extended and was due and converted
      to shares of common stock on August 4, 2008. In consideration of the extension
      the lenders received 2,450,000 of additional warrants which will expire in
      five
      years and, have an exercise price equal to the exercise price of warrants issued
      in the Company’s next financing involving the issuance of the Company’s common
      stock or securities convertible into such common stock with proceeds of
      $2,000,000 or more. As additional consideration for agreeing to such extension
      these holders were given the right to convert the principal amount of their
      secured notes into common stock of the Company prior to the Company’s next
      Qualified Financing at a conversion price equal to one-half of the closing
      market price of such common stock on the day of conversion. The beneficial
      conversion feature was calculated at its intrinsic value on December 27,
      2007.




*Net
      loss*




Net
      loss
      for the nine months ended September 30, 2008 was $(4,354,791) compared to a
      net
      loss for the same nine month period in 2007 of $(2,214,396).




*Net
      Loss Attributable to Common Stockholders*




Net
      loss
      attributable to common stockholders for this period of 2008 was $(4,564,791)
      or
      $(0.04) cents per share (basic and diluted), compared to a net loss of
      $(2,529,396) or $(0.12) cents per share (basic and diluted) for the same period
      in 2007.




During
      the nine months ended September 30, 2008 and 2007, the Company accrued $210,000
      and $315,000, respectively in dividends with an interest rate of 6% on
      $7,000,000, the total value received for both series A and B preferred
      stock.


5


Financial
      Condition





*Liquidity
      and Capital Resources*





The
      Company’s cash on hand and working capital as of September 30, 2008 and December
      31, 2007 are as follows:





September 30,
            
            December 31,2008
            
            2007Cash
                on hand
            
            $
            3,111,287
            
            $
            212,215Working
                capital
            
            $
            2,685,633
            
            $
            (2,993,449
            )





The
      Company has purchased $7,307 in fixed assets in the first nine months of the
      current year. Under current conditions the Company anticipates purchasing
      approximately $30,000 in additional fixed assets in 2008. Net cash used in
      operating activities totaled $1,885,136 for the nine months ended September
      30,
      2008.





Our
      accounts receivable balance may have dramatic swings from one period to another
      depending upon the timing and the amount of milestone billings included in
      the
      balance at the end of any accounting period. There are three milestone billings
      representing a percentage of the contract value for each installment and our
      payment terms are ``upon receipt''. Receivable balances are typically paid
      within 15 days of the invoice date. Billings for maintenance contracts and
      consumables are due within 45 days and are more numerous but much smaller in
      value than milestone billings. We review our outstanding receivable balances
      on
      a regular basis to ensure that the allowance for bad debt is adequate. Due
      to
      the varying nature in the timing and amounts of the receivable balances as
      noted
      above, the change in the allowance for doubtful account will not necessarily
      correlate with the increase or decrease in the accounts receivable
      balance.


Our
      inventory balance may have dramatic swings from one period to another depending
      upon the expected installation date of our MedClean systems and our accounts
      payable balances can have similar swings depending on payment terms and any
      volume purchases or discounts we may take advantage of from time to time. During
      the nine months ended September 30, 2008, the Company reduced its inventory
      on
      hand by $305,932 to $595,006. The accounts payable balance as of September
      30,
      2008 was $405,783.





On
      March
      17, 2008, the Company entered into a factoring agreement with a stockholder
      of
      the Company whereby the Company received $300,000 secured by specific milestone
      billings .The Company agreed to pay interest at 15% per annum. As further
      incentive the Company issued 600,000 warrants with an exercise price of $0.09.
      The warrant agreement expires on March 16, 2013. On May 23, 2008, the Company
      repaid $50,000 of principal on this note and on August 7, 2008 repaid the
      remaining $250,000 plus accrued interest amounting to $16,200.





On
      February 21, 2008, the Company borrowed an additional $50,000 on a $100,000
      line
      of credit it has with a bank. The balance of $100,000 is due in 2012. The
      Company plans on repaying this loan by year end.





On
      August
      4, 2008 the Company closed on a Master Restructuring Agreement whereby the
      Company has received $4,946,000 in equity funding and has retired or converted
      all of its preferred stock, liquidated damages, accrued dividends on the
      preferred stock and a bridge loan in the amount of $1,225,000 into shares of
      common stock. Concurrent with the MRA, the Company increased its authorized
      common shares to 1.4 billion shares of common stock.





AII
      had
      an obligation to pay dividends on the value of its preferred stock at a rate
      of
      6%. We have accrued $1,074,013 in dividends payable. On August 4, 2008, $383,576
      was converted into 15,343,040 shares of common stock and warrants to purchase
      15,343,040 shares of common stock at $0.025 per share. The balance of the
      accrued dividends was surrendered to the Company.





AII
      has
      accrued $602,000 in liquidated damages payable to its preferred stockholders.
      On
      August 4, 2008, $215,000 was converted into 8,600,000 shares of common stock
      and
      warrants to purchase 8,600,000 shares of common stock at $0.025 per share.
      The
      balance of accrued liquidated damages was surrendered to the Company.





To
      supplement its cash resources, the Company has been pursuing a number of
      alternative financing arrangements with various investment entities. We are
      currently looking to secure additional working capital to provide the necessary
      funds for us to execute our business plan through various sources, including
      bank facilities, bridge loans and equity offerings. However, we continue to
      incur significant operating losses and the resultant reduction of our cash
      position. We cannot assure that we will be able to obtain additional funding,
      and the lack thereof would have a material adverse impact on our business.
      Moreover, any equity funding could be substantially dilutive to existing
      stockholders. The aforementioned factors raise substantial doubt about our
      ability to continue as a going concern.


6





**Item
      3. Quantitative and Qualitative Disclosures about Market Risk**





Not
      required ****





**Item
      4. Controls and Procedures**





As
      of the
      nine month period ended September 30, 2008 covered by this report, the Company
      carried out, under the supervision and with the participation of the Company's
      management, including its Chief Executive Officer and Chief Financial Officer,
      an evaluation of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Securities Exchange Act of 1934). Based upon and as of the date of
      that evaluation, the Chief Executive Officer and Chief Financial Officer
      concluded that the design and operation of these disclosure controls and
      procedures are effective.





There
      has
      been no change in our internal control over financial reporting that occurred
      during the last fiscal quarter that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.


7





**PART
      II—OTHER INFORMATION**





**Item
      1: Legal Proceedings** .





The
      Company has no pending legal proceedings. From time to time, it may be involved
      in various claims, lawsuits or disputes with third parties, and actions
      involving allegations of breach of contract incidental to the normal business
      operations of Aduromed’s business.





**Item
      1A: Risk Factors.**





There
      have been no material changes from the risk factors previously disclosed in
      the
      Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
      2007.





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





Pursuant
      to an agreement dated August 23, 2007, the Company engaged Mr. Joseph Esposito
      as a corporate and business development advisor. During July, August and
      September 2008 the Company issued a total of 150,000 shares of the Company’s
      common stock to Mr. Esposito as part of Mr. Esposito’s compensation package as
      an advisor to the Company. The Company did not receive any cash proceeds from
      these issuances.





Pursuant
      to an Investor Relations Consulting Agreement dated August 7, 2008, the Company
      engaged Hayden Communications, Inc. as an investor relations consultant and
      issued a total of 4,500,000 shares of the Company’s common stock to Hayden
      Communications, Inc. as part of its compensation package under such agreement.
      The Company did not receive any cash proceeds from this issuance.





The
      offer
      and sale of these securities was claimed exempt from the registration provisions
      of the Securities Act by reason of Section 4(2) thereof and Regulation D
      thereunder. Management made its determination of the availability of such
      exemption based upon the facts and circumstances surrounding the transactions,
      including the representations and warranties made by the investors and the
      fact
      that restrictive legends were placed on the notes and the warrants.





Other
      than as set forth or as previously reported by the Company in Current Reports
      on
      Form 8-K, there were no other unregistered sales of the Company’s equity
      securities during the quarter ended September 30, 2008.





**Item
      3. Defaults upon Senior Securities.**





There
      has
      been no default in the payment of principal, interest, sinking or purchase
      fund
      installment, or any other material default not cured within 30 days, with
      respect to any indebtedness of the Company exceeding 5 percent of its total
      assets.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





On
      July
      14, 2008 the Company distributed to its security holders an Information
      Statement on Schedule 14C regarding an amendment to the Company’s Certificate of
      Incorporation to increase the authorized common stock of the Company from
      200,000,000 shares to 1,400,000,000 shares. Such amendment was approved by
      written consent of a majority of the Company’s security holders and became
      effective on August 4, 2008.





No
      other
      matters have been submitted to security holders of the Company during the period
      covered by this report. ****  ****




**Item
      5: Other Information**





None


8





**Item
      6. Exhibits**





NUMBER
            
            DESCRIPTION
                OF EXHIBIT3.1
            
            Registrant’s
                Certificate of Incorporation (incorporated by reference to Exhibit
                A to
                Appendix I to Registrant’s Proxy Statement on Schedule 14A, filed July 24,
                2000).3.2
            
            Registrant’s
                Amendment to Certificate of Incorporation, dated December 12, 2005
                (incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-KSB,
                filed April 21, 2006).3.3
            
            Registrant’s
                Amendment to Certificate of Incorporation, dated January 29, 2007
                (incorporated by reference to Exhibit 3 to Registrant’s Form 8-K, filed
                January 30, 2007).3.4
            
            Registrant’s
                Amendment to Certificate of Incorporation, dated April 16, 2007
                (incorporated by reference to Exhibit 3 to Registrant’s Form 8-K, filed
                April 16, 2007).3.5
            
            Registrant’s
                Amendment to Certificate of Incorporation, dated September 26, 2007
                (incorporated by reference to Exhibit 3 to Registrant’s Form 8-K, filed
                September 26, 2007).3.6
            
            Registrant’s
                Amendment to Certificate of Incorporation, dated August 4, 2008
                (incorporated by reference to Exhibit 3.01 to Registrant’s Form 8-K, filed
                August 8, 2008).3.7
            
            Registrant’s
                Bylaws (incorporated by reference to Registrant's Proxy Statement
                on
                Schedule 14A filed July 14, 2000).4.1
            
            Form
                of Common Stock Purchase Warrant (incorporated by reference to Exhibit
                4.04 to Registrant’s Form 8-K, filed August 8,
                2008).





31.1*
            
            Certification
                by the Principal Executive Officer of Registrant pursuant to Section
                302
                of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule
                15d-14(a)).31.2*
            
            Certification
                by the Principal Financial Officer of Registrant pursuant to Section
                302
                of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule
                15d-14(a)).32.1*
            
            Certification
                by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2*
            
            Certification
                by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





*
      Filed
      herein.





SIGNATURES





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Registrant





ADUROMED
      INDUSTRIES, INC.





Date:
                November 14, 2008
            
            Date:
                November 14, 2008By:
            /s/
                Scott Grisanti
            
            By:
            /s/
                Kevin T. DunphyScott
                Grisanti,
            
            Kevin
                T. DunphyPresident
                and
            
            Treasurer
                andChief
                Executive Officer
            
            and
                Chief Financial Officer(Principal
                Executive Officer)
            
            (Principal
                Financial and Accounting
                Officer)


9