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 March 31, 2009o
              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





MEDCLEAN TECHNOLOGIES,
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 Filer  o
            
            Accelerated
      Filer                    oNon-Accelerated
      Filer    o
            
            Smaller
      Reporting Company þ





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 May
12, 2009 561,542,968 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
      – F10Item
      2: Management's Discussion and Analysis or Plan of
    Operation
                              
                              3Item
      3: Quantitative and Qualitative disclosures about Market
    Risk
                              
                              6Item
      4: Controls and Procedures
                              
                              6PART
      II—OTHER INFORMATIONItem
      1: Legal Proceedings
                              
                              7Item1A:
      Risk Factors
                              
                              7Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                              
                              7Item
      3: Defaults Upon Senior Securities
                              
                              7Item
      4: Submission of Matters to a Vote of Security Holders
                              
                              7Item
      5: Other Information
                              
                              7Item
      6: Exhibits
                              
                              8Signatures
                              
                              8









PART
I—FINANCIAL INFORMATION





Item
1. Financial Statements





INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS





PAGECONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 AND DECEMBER 31, 2008
      (Unaudited)
                                F2CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31,
      2009 AND 2008 (Unaudited)
                                F3CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  FOR
      THE QUARTERS ENDED MARCH 31,2009 AND 2008 (Unaudited)
                                F4NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                F5





F-1





MEDCLEAN
TECHNOLIGIES, INC.





CONDENSED
CONSOLIDATED BALANCE SHEETS





March 31,
                          
                          
                          December 31,2009
                          
                          
                          2008(Unaudited)ASSETSCurrent
      assetsCash
                          
                          $
                          426,455
                          
                          
                          $
                          1,922,401Accounts
      receivable(net of
      $23,081  allowance for both periods)
                          
                          
                          250,254
                          
                          
                          
                          176,284Revenues
      in excess of billings
                          
                          
                          7,679
                          
                          
                          
                          7,679Inventory
                          
                          
                          1,104,668
                          
                          
                          
                          886,351Prepaid
      expenses
                          
                          
                          123,081
                          
                          
                          
                          24,925Total
      current assets
                          
                          
                          1,912,137
                          
                          
                          
                          3,017,640Property,
      plant and equipment, net
                          
                          
                          285,503
                          
                          
                          
                          285,304Long
      term deposits
                          
                          
                          38,260
                          
                          
                          
                          38,260Total
      assets
                          
                          $
                          2,235,900
                          
                          
                          $
                          3,341,204LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                          
                          $
                          342,774
                          
                          
                          $
                          653,785Payroll
      liabilities
                          
                          
                          341,240
                          
                          
                          
                          390,857Deferred
      revenue
                          
                          
                          223,279
                          
                          
                          
                          136,691Customer
      deposits
                          
                          
                          -
                          
                          
                          
                          386,428Billings
      in excess of revenue
                          
                          
                          1,007,067
                          
                          
                          
                          620,639Notes
      payable
                          
                          
                          205,872
                          
                          
                          
                          202,947Total
      current liabilities
                          
                          
                          2,120,232
                          
                          
                          
                          2,391,347Total
      liabilities
                          
                          
                          2,120,232
                          
                          
                          
                          2,391,347Stockholders'
      equityCommon
      stock: $.0001 par value;
      3,500,000,000 shares authorized; 561,542,968 shares issued and
      outstanding
                          
                          
                          56,154
                          
                          
                          
                          56,154Additional
      paid-in capital
                          
                          
                          22,038,038
                          
                          
                          
                          20,988,502Accumulated
      deficit
                          
                          
                          (21,978,524
                          )
                          
                          
                          (20,094,799
                          )Total
      stockholders' equity
                          
                          
                          115,668
                          
                          
                          
                          949,857Total
      liabilities and stockholders' equity
                          
                          $
                          2,235,900
                          
                          
                          $
                          3,341,204




See Notes
to Consolidated Financial Statements





F-2




MEDCLEAN
TECHNOLOGIES, INC.





CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For the quarter endedMarch 31,2009
                
                
                2008RevenuesContract
      revenues earned
                
                $
                -
                
                
                $
                523,484Sales
      and service revenues
                
                
                417,428
                
                
                
                164,542Total
      revenues
                
                
                417,428
                
                
                
                688,026Cost
      of sales
                
                
                273,072
                
                
                
                475,598Gross
      profit
                
                
                144,356
                
                
                
                212,428Operating
      expensesSalaries
      and wages
                
                
                463,312
                
                
                
                370,841General
      and administrative expenses
                
                
                489,517
                
                
                
                497,925Depreciation
      expense
                
                
                23,110
                
                
                
                22,359Total
      operating expenses
                
                
                975,939
                
                
                
                891,125Loss
      from operations
                
                
                (831,583
                )
                
                
                (678,697
                )Other
      income and expensesInterest
      income
                
                
                906
                
                
                
                375Interest
      expense and amortization
                
                
                (1,053,048
                )
                
                
                (845,473
                )Total
      other income and expenses
                
                
                (1,052,142
                )
                
                
                (845,098
                )Net
      loss before income taxes
                
                
                (1,883,725
                )
                
                
                (1,523,795
                )Provision
      for income tax benefit
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (1,883,725
                )
                
                $
                (1,523,795
                )Basic
      and diluted net loss per common share
                
                $
                (0.00
                )
                
                $
                (0.07
                )Weighted
      average common shares outstanding
                
                
                561,542,968
                
                
                
                21,736,185




See Notes
to Consolidated Financial Statements





F-3




MEDCLEAN
TECHNOLOGIES, INC.





CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Quarter endedMarch 31,2009
                      
                      
                      2008Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (1,883,725
                      )
                      
                      $
                      (1,523,795
                      )Adjustments
      to reconcile net loss tonet
      cash used in operations:Warrants
      and options issued for services
                      
                      
                      1,049,536
                      
                      
                      
                      203,644Depreciation
      expense
                      
                      
                      23,110
                      
                      
                      
                      22,359Changes
      in operating assets and liabilities:Accounts
      receivable
                      
                      
                      (73,970
                      )
                      
                      
                      540,999Revenues
      in excess of billings
                      
                      
                      -
                      
                      
                      
                      (61,448
                      )Inventory
                      
                      
                      (218,317
                      )
                      
                      
                      318,972Prepaid
      expenses
                      
                      
                      (98,156
                      )
                      
                      
                      -Accounts
      payable and accrued liabilities
                      
                      
                      (308,086
                      )
                      
                      
                      551,763Deferred
      revenue
                      
                      
                      86,588
                      
                      
                      
                      (25,608
                      )Billings
      in excess of revenue
                      
                      
                      386,428
                      
                      
                      
                      (467,562
                      )Customer
      deposits
                      
                      
                      (386,428
                      )Payroll
      liabilites
                      
                      
                      (49,617
                      )
                      
                      
                      -Dividends
      payable
                      
                      
                      -
                      
                      
                      
                      105,000Net
      cash used in operating activities
                      
                      
                      (1,472,637
                      )
                      
                      
                      (335,676
                      )Cash
      flows from investing activities:Purchase
      of fixed assets
                      
                      
                      (23,309
                      )
                      
                      
                      -Net
      cash used in investing activities
                      
                      
                      (23,309
                      )
                      
                      
                      -Cash
      flows from financing activities:Repayments
      of notes payable
                      
                      
                      -
                      
                      
                      
                      (1,504
                      )Issuance
      of note payable
                      
                      
                      -
                      
                      
                      
                      300,000Increase
      in line of credit
                      
                      
                      -
                      
                      
                      
                      50,000Net
      cash provided by financing activities
                      
                      
                      -
                      
                      
                      
                      348,496Increase
      (decrease) in cash and cash equivalents
                      
                      
                      (1,495,946
                      )
                      
                      
                      12,820Cash
      and cash equivalents, beginning of period
                      
                      
                      1,922,401
                      
                      
                      
                      212,215Cash
      and cash equivalents, end of period
                      
                      $
                      426,455
                      
                      
                      $
                      225,035Supplemental
      disclosures of cash flow information:Cash
      paid for interest
                      
                      $
                      588
                      
                      
                      $
                      38,712Supplemental
      disclosures of noncash investing and financing activities:Accrual
      of preferred stock dividents
                      
                      $
                      -
                      
                      
                      $
                      105,000




See Notes
to Consolidated Financial Statements





F-4




MEDCLEAN
TECHNOLOGIES, INC





NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





1.
            BASIS
      OF PRESENTATION





The
condensed consolidated balance sheets of MedClean Technologies,
Inc.  and subsidiaries (“MedClean”, the “Company”, “MTI”) as of March
31, 2009 and December 31, 2008, the condensed consolidated statements of
operations for the three month periods ended March 31, 2009 and 2008, and the
condensed consolidated statements of cash flows for the three month periods
ended March 31, 2009 and 2008 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,
2008, filed on March 24, 2009.





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
$426,455 at March 31, 2009 which it intends to utilize for working capital
purposes and to continue developing its business. 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.





F-5




MEDCLEAN
TECHNOLOGIES, INC.
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


2.
            BUSINESS
      DESCRIPTION - ORGANIZATION





On
January 2, 2009, the Company merged its wholly owned subsidiary, Aduromed
Corporation into Aduromed Industries Inc. and changed its corporate name from
Aduromed industries, Inc. to MedClean Technologies, Inc.





MedClean
is in the business of providing solutions for managing medical waste on site
including designing, selling, installing and servicing on site (i.e. "in-situ ") turnkey systems
to treat regulated medical waste. The Company provides these systems to
hospitals and other medical facilities as efficient, safe, cost effective and
legally compliant solutions to incineration, off site hauling of untreated waste
and other alternative treatment technologies and methodologies. The MedClean
Series System is offered in three configurations: Containerized System, Mobile
System and the Fixed System (our traditional fixed installation).




F-6




MEDCLEAN
TECHNOLOGIES, INC.
 
 NOTES TO
CONDENSED 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 quarter ending March 31, 2009 and 2008
amounting to 492,201,769 and 45,107,447 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 for the quarter ending March 31, 2008 amounting to
22,043,862 for the period 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:





For the quarter ended March 31,2009
                      
                      
                      2008NUMERATOR
      FOR BASIC AND DILUTED EPS (LPS)Net
      loss per statement of operations
                      
                      $
                      (1,883,725
                      )
                      
                      $
                      (1,523,795
                      )Dividend
      payable to preferred stockholders
                      
                      
                      -
                      
                      
                      
                      (105,000
                      )Net
      loss to common stockholders
                      
                      $
                      (1,883,725
                      )
                      
                      $
                      (1,628,795
                      )DENOMINATOR
      FOR BASIC AND DILUTED EPS (LPS)Weighted
      average shares of common stock outstanding
                      
                      
                      561,542,968
                      
                      
                      
                      21,736,185Basic
      and diluted EPS (LPS)
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.07
                      )





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 March 31, 2009, the Company has no cash balances on deposit
in any one account with a financial institution in excess of the federally
insured limits.




F-7




MEDCLEAN
TECHNOLOGIES, INC.
 
 NOTES TO
CONDENSED 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





For 2009
and going forward, we feel the loss of any one customer would not have a
significant adverse impact on our business.





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 $23,081 as of March 31, 2009 and December 31, 2008.





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 March 31,
2009 and December 31, 2008:





March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Office
      Furniture
                  
                  
                  164,525
                  
                  
                  
                  164,525Computers
      and Accessories
                  
                  
                  212,017
                  
                  
                  
                  206,091Leasehold
      Improvements
                  
                  
                  135,380
                  
                  
                  
                  117,997511,922
                  
                  
                  
                  488,613Accumulated
      Depreciation
                  
                  
                  226,419
                  
                  
                  
                  203,309285,503
                  
                  
                  
                  285,304





INVENTORY





The
Company maintains an inventory, which consists primarily of component parts,
spare parts and disposable 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 March 31,
2009 and December 31, 2008:




F-8


MEDCLEAN
TECHNOLOGIES, INC.
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Component
      & spare parts
                  
                  
                  902,683
                  
                  
                  
                  754,476Consumables
                  
                  
                  13,433
                  
                  
                  
                  21,234Advance
      payments
                  
                  
                  188,552
                  
                  
                  
                  110,641Total
      inventory
                  
                  
                  1,104,668
                  
                  
                  
                  886,351





BUSINESS
COMBINATION





On
January 2, 2009, the Company merged its subsidiary Aduromed Corporation into the
parent corporation: Aduromed Industries, Inc. and changed its corporate name
from Aduromed Industries, Inc. to MedClean Technologies, Inc.





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. Prior to 2009, the Company has
billed 25% of the contract at signing, 50% upon delivery of components, and the
final 25% upon completion of installation and start-up. Beginning in 2009 we
will bill 60% of the contracts at signing, 20% upon delivery of components, and
the final 20% 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.





Revenues
from direct sales of our  mobile unit will be recognized as we ship
units. 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. On the installed
base after the warranty term has expired 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 March 31, 2009 and December 31, 2008 the Company had $223,279 and
$136,691 in deferred revenue from maintenance agreements.





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





Revenues
and cost from multi-year rental contracts on our  mobile unit will be
recognized ratably over the life of the rental contract.




F-9




MEDCLEAN
TECHNOLOGIES, INC.
 
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4.
            CONTRACTS
      IN PROGRESS





The
Company entered into construction type contracts to furnish and install its
systems in hospitals. There were six and five outstanding contracts at March 31,
2009 and December 31, 2008 respectively.  The following table
summarizes these outstanding contracts:





Contract
                  
                  
                  Revenue
                  
                  
                  Amounts
                  
                  
                  Revenues in
                  
                  
                  Billings in excessAmount
                  
                  
                  Recognized
                  
                  
                  Billed
                  
                  
                  excess of Billings
                  
                  
                  of RevenuesOutstanding
      contracts at March 31, 20091,327,930
                  
                  
                  
                  949,221
                  
                  
                  
                  1,327,930
                  
                  
                  
                  -
                  
                  
                  
                  378,709231,257
                  
                  
                  
                  29,347
                  
                  
                  
                  21,668
                  
                  
                  
                  7,679
                  
                  
                  
                  -287,029
                  
                  
                  
                  163,939
                  
                  
                  
                  215,271
                  
                  
                  
                  -
                  
                  
                  
                  51,332282,948
                  
                  
                  
                  -
                  
                  
                  
                  188,632
                  
                  
                  
                  -
                  
                  
                  
                  188,632559,594
                  
                  
                  
                  528,426
                  
                  
                  
                  530,392
                  
                  
                  
                  -
                  
                  
                  
                  1,966966,069
                  
                  
                  
                  -
                  
                  
                  
                  386,427
                  
                  
                  
                  -
                  
                  
                  
                  386,4273,654,827
                  
                  
                  
                  1,670,933
                  
                  
                  
                  2,670,320
                  
                  
                  
                  7,679
                  
                  
                  
                  1,007,066Outstanding
      contracts at December 31, 20081,327,930
                  
                  
                  
                  949,221
                  
                  
                  
                  1,327,930
                  
                  
                  
                  -
                  
                  
                  
                  378,709231,257
                  
                  
                  
                  29,347
                  
                  
                  
                  21,668
                  
                  
                  
                  7,679
                  
                  
                  
                  -287,029
                  
                  
                  
                  163,939
                  
                  
                  
                  215,271
                  
                  
                  
                  -
                  
                  
                  
                  51,332282,948
                  
                  
                  
                  -
                  
                  
                  
                  188,632
                  
                  
                  
                  -
                  
                  
                  
                  188,632559,594
                  
                  
                  
                  528,426
                  
                  
                  
                  530,392
                  
                  
                  
                  -
                  
                  
                  
                  1,9662,688,758
                  
                  
                  
                  1,670,933
                  
                  
                  
                  2,283,893
                  
                  
                  
                  7,679
                  
                  
                  
                  620,639





5.
            NOTE
      PAYABLE





There is
an outstanding note payable.  The note bears a 12% interest rate and
matured on December 15, 2003. Both parties have entered a verbal agreement to
extend the maturity date on this note indefinitely. No accrued interest has been
paid on this note to date. As of March 31, 2009 and December 31, 2008 the
balance due was $205,872 and $202,947 respectively.





6.
            RECLASSIFACATION





We
reclassified option amortization expenses in the first quarter of 2008 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.




7.
            SUBSEQUENT
      EVENT




On April
22, 2009, we increased our authorized shares to 3.5 billion shares pursuant to a
vote of our majority stockholders.




On May 5,
2009, the cash on hand was $111,291.  As part of our plan to preserve
cash certain members of management have agreed to take no salary or benefits for
four months until September 1, 2009.  In consideration of this, the
Board has agreed to reprice all of the affected managers’ employment options and
grant additional options at a strike price of $0.004 per share. As previously
mentioned, we continue to seek alternate financing.




F-10




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. 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 this 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





Quarter
Ended March 31, 2009 Compared to the Quarter Ended March 31, 2008





Net
Revenue





Total
revenue for the quarter ended March 31, 2009 was $417,428 compared with $688,026
for the same period in 2008, a reduction of $270,598 or 39.3%. Contract backlog
as of March 31, 2009 was $1,983,894.





Revenues
derived from the sale of consumables, component parts, service billings and
amortization of maintenance contracts more than doubled in the current quarter
to $417,428, an increase of $252,886 from $164,542 in the same quarter in 2008.
The increase in revenue was attributable to improved billing practices and to
orders for goods and services from an increased install base of hospitals that
have previously purchased our MedClean system.





In the
current quarter, we did not recognize any revenue from system installions. We
did record a contract amounting to approximately $1 million and expect to
recognize revenue on this contract in the second quarter of this year. The
remaining contracts in backlog have not yet been scheduled.





Orders
for the MedClean system are contracted by purchase order and are billed in 3
increments.  Historically, we bill our customers for 25% of the
contact 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.




3




Gross
Profit




The gross
profit for the first quarter of 2009 was $144,356 (34.6% of total revenue)
compared with a gross margin of $212,428 (30.9% of total revenue) for 2008.
Gross profit was impacted by the reduction of revenue and improved
margins.




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 first quarter of 2009 was $975,939 compared with
$891,125 for the same period in 2008, an increase of $84,814. Included in the
increase were: salary and wages of $92,471, expanded facility costs of $41,173
and sales and marketing expenses of $36,041.  These increases were
offset by savings of $62,866 from consulting fees and insurance costs of
$28,921.  All other operating expenses increased $4,915
net.




Interest
Income




Interest
income for the quarter was $906 compared with $375 of interest income in the
same period of 2008. The Company invests its excess cash in a money market
account. As of March 31, 2009 the interest rate was 0.50%.




Interest
Expense and Amortization




Interest
expense and amortization for the current quarter was $1,053,048 compared with
$845,474 in the same period of 2008. Interest expense for the first quarter of
2009 was $3,513 on decreased borrowings as compared to $43,512 in the same
period of 2008.  In the first quarter of 2009 we recognized non-cash
amortization expense for warrants and options issued amounting to $1,049,535
compared to $203,644 in the first quarter of 2008.  The increase was due to
the amount of new warrants issued as a result of the Master Restructuring
Agreement signed on August 4, 2008.




Net
loss




Net loss
for the current quarter was $(1,883,724) compared to a net loss for the same
period in 2008 of $(1,523,795).




Net
Loss Attributable to Common Stockholders




Net loss
attributable to common stockholders for this period of 2009 was $(1,883,724) or
$(0.00) cents per share (basic and diluted), compared to a net loss of
$(1,523,795) or $(0.07) cents per share (basic and diluted) for the same period
in 2008.




In the
first quarter of 2008, ,the Company accrued $105,000 in dividends with an
interest rate of 6% on $7,000,000, the total value received for both series A
and B preferred stock. On August 4, 2008, all accrued dividends were settled for
the issuance of 42,960,480 shares of common stock.




4




Financial
Condition





Liquidity and Capital
Resources





The
Company’s cash on hand and working capital as of March 31, 2009 and December 31,
2008 are as follows:





March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Cash
      on hand
                  
                  $
                  426,455
                  
                  
                  $
                  1,922,401Working
      capital
                  
                  $
                  (208,095
                  )
                  
                  $
                  626,293





The
Company has purchased $23,309 in new fixed assets in the current quarter. Under
current conditions the Company anticipates purchasing approximately $40,000 in
additional fixed assets in 2009.





Net cash
used in operating activities totaled $1,475,562 for the quarter ended March 31,
2009





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. The accounts receivable
balance as of March 31, 2009 was $250,254 net of an allowance of $23,081, an
increase of $73,970 from year end.





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 first quarter of 2009, the Company increased its
inventory on hand by $218,317 to $1,104,668. The increase is due to the
completion of the first containerized unit. The accounts payable balance as of
March 31, 2009 was $342,774.





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.




5




Item
3. Quantitative and Qualitative Disclosures about Market Risk





Not
required





Item
4. Controls and Procedures





Our
principal executive officer and principal financial officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Form 10-Q. Based on their evaluation, the
principal executive officer and principal financial officer have each concluded
that, as of the end of such period, our disclosure controls and procedures are
effective and provide reasonable assurance that we record, process, summarize,
and report information required to be disclosed in the reports we file under the
Securities Exchange Act of 1934 within the time periods specified by the
Securities and Exchange Commission’s rules and forms.





Internal Control over
Financial Reporting





There
have not been any changes in our internal control over financial reporting
during the fiscal quarter to which this report relates that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




6




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, 2008.





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





There were no unregistered sales of the
Company’s equity securities during the quarter ended March 31,
2009.





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 with in 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 March
6, 2009 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
1,400,000,000 to 3,500,000,000 shares. Such amendment was approved by written
consent of a majority of the Company’s security holders and became effective on
April 21, 2009.





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




Item
5: Other Information





None




7




Item
6. Exhibits





NUMBER
                  
                  DESCRIPTION OF EXHIBIT31.1*
                  
                  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:
      May 12, 2009
                  Date:
      May 12, 2009By:
      /s/Scott
      Grisanti
                  By:
      /s/ Kevin T.
      DunphyScott
      Grisanti,
                  Kevin
      T. DunphyPresident
      and
                  Treasurer
      andChief
      Executive Officer
                  Chief
      Financial Officer(Principal
      Executive Officer)
                  (Principal
      Financial and Accounting
Officer)




8