##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
 For the quarterly period ended: June 30, 2008
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
 For the transition period from:  to
 Commission file number: 333-120908
 Converted Organics Inc.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    20-4075963
(I.R.S. Employer Identification No.)
 7A Commercial Wharf W, Boston, MA 02110
 (617) 624-0111
 
  þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




---



##### 



INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of June 30, 2008 (unaudited) and
December 31, 2007 (audited)
    
    
    3Consolidated Statements of Operations, for the three month and six month periods
ended June 30, 2008 and 2007
    
    
    4Consolidated Statement of Changes in Owners Equity
(Deficit) 
For the six month period ended June 30, 2008
    
    
    5Consolidated Statements of Cash Flows for the six month periods ended
June 30, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4.
    
    Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    29Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3.
    
    Defaults Upon Senior Securities
    
    
    29Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    29Item 5.
    
    Other Information
    
    
    30Item 6.
    
    Exhibits
    
    
    31EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO







---



##### Table of Contents



Item 1. Financial Statements
 
 CONVERTED ORGANICS INC.
CONSOLIDATED BALANCE SHEETS
 June 30, 2008
    
    
    December 31, 2007(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    5,202,718
    
    
    $
    287,867Restricted cash
    
    
    887,423
    
    
    
    2,590,053Accounts receivable
    
    
    267,042
    
    
    
    Inventories
    
    
    276,301
    
    
    
    Prepaid rent
    
    
    670,585
    
    
    
    190,600Other prepaid expenses
    
    
    126,449
    
    
    
    40,282Other receivables
    
    
    46,335
    
    
    
    55,450Total current assets
    
    
    7,476,853
    
    
    
    3,164,252Deposits
    
    
    693,375
    
    
    
    554,978Restricted cash
    
    
    7,514,372
    
    
    
    12,006,359Property and equipment, net
    
    
    7,648,088
    
    
    
    Construction-in-progress
    
    
    6,070,648
    
    
    
    4,947,067Capitalized bond costs, net
    
    
    885,844
    
    
    
    909,679Intangible assets, net
    
    
    1,077,500
    
    
    
    585,750Deferred financing and issuance costs, net
    
    
    194,542
    
    
    
    8,642Total assets
    
    $
    31,561,222
    
    
    $
    22,176,727LIABILITIES AND OWNERS EQUITY (DEFICIT)CURRENT LIABILITIESTerm notes payable  current
    
    $
    464,170
    
    
    $
    375,000Accounts payable
    
    
    1,687,748
    
    
    
    898,270Accrued compensation, officers, directors and consultants
    
    
    359,358
    
    
    
    397,781Accrued legal and other expenses
    
    
    233,005
    
    
    
    199,261Accrued interest
    
    
    660,619
    
    
    
    630,890Note payable, net of unamortized discount
    
    
    2,415,563
    
    
    
    Convertible note payable, current, net of unamortized discount
    
    
    320,841
    
    
    
    Mortgage payable, current
    
    
    18,164
    
    
    
    Other
    
    
    69,600
    
    
    
    Total current liabilities
    
    
    6,229,068
    
    
    
    2,501,202Term note payable
    
    
    
    
    
    
    89,170Mortgage payable, net of current portion
    
    
    231,293
    
    
    
    Convertible note payable, net of current portion
    
    
    520,998
    
    
    
    Bonds payable
    
    
    17,500,000
    
    
    
    17,500,000Total liabilities
    
    
    24,481,359
    
    
    
    20,090,372COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    OWNERS EQUITY (DEFICIT)Preferred stock, $.0001 par value, authorized
10,000,000 shares; no shares issued and outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value, authorized
40,000,000 shares
    
    
    555
    
    
    
    423Additional paid-in capital
    
    
    25,543,142
    
    
    
    12,460,357Members equity
    
    
    455,129
    
    
    
    Accumulated deficit
    
    
    (18,918,963
    )
    
    
    (10,374,425
    )Total owners equity
    
    
    7,079,863
    
    
    
    2,086,355Total liabilities and owners equity
    
    $
    31,561,222
    
    
    $
    22,176,727
 The accompanying
notes are an integral part of these consolidated financial statements
 3




---



##### Table of Contents



CONVERTED ORGANICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three months ended
    
    
    Six months endedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Revenues
    
    $
    492,864
    
    
    $
    
    
    
    $
    752,907
    
    
    $
    Cost of good sold
    
    
    402,552
    
    
    
    
    
    
    
    624,548
    
    
    
    Gross profit
    
    
    90,312
    
    
    
    
    
    
    
    128,359
    
    
    
    Operating expensesGeneral and administrative expenses
    
    
    3,759,197
    
    
    
    820,821
    
    
    
    5,346,419
    
    
    
    1,514,916Research and development
    
    
    70,540
    
    
    
    287,926
    
    
    
    198,387
    
    
    
    314,651Amortization of license
    
    
    4,125
    
    
    
    4,125
    
    
    
    8,250
    
    
    
    8,250Loss from operations
    
    
    (3,743,550
    )
    
    
    (1,112,872
    )
    
    
    (5,424,697
    )
    
    
    (1,837,817
    )Other income/(expenses)Interest income
    
    
    77,807
    
    
    
    304,787
    
    
    
    206,627
    
    
    
    420,702Depreciation expense
    
    
    (3,051
    )
    
    
    
    
    
    
    (6,889
    )
    
    
    Amortization of capitalized costs
    
    
    (99,834
    )
    
    
    (14,829
    )
    
    
    (186,083
    )
    
    
    (22,774
    )Interest expense
    
    
    (2,374,165
    )
    
    
    (581,407
    )
    
    
    (3,127,332
    )
    
    
    (845,051
    )(2,399,243
    )
    
    
    (291,449
    )
    
    
    (3,113,677
    )
    
    
    (447,123
    )Loss before provision for income taxes
    
    
    (6,142,793
    )
    
    
    (1,404,321
    )
    
    
    (8,538,374
    )
    
    
    (2,284,940
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (6,142,793
    )
    
    $
    (1,404,321
    )
    
    $
    (8,538,374
    )
    
    $
    (2,284,940
    )Net loss per share, basic and diluted
    
    $
    (1.11
    )
    
    $
    (0.39
    )
    
    $
    (1.67
    )
    
    $
    (0.76
    )Weighted average common shares outstanding
    
    
    5,549,156
    
    
    
    3,623,549
    
    
    
    5,113,410
    
    
    
    3,017,797
 The accompanying notes are
an integral part of these consolidated financial statements
 4




---



##### Table of Contents



CONVERTED ORGANICS INC.
 CONSOLIDATED STATEMENT OF CHANGES IN OWNERS EQUITY (DEFICIT) (UNAUDITED)
 Six Months Ended June 30, 2008
 Common Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalShares Issued and
    
    
    
    
    
    
    Additional
    
    
    Members
    
    
    Accumulated
    
    
    Owners EquityOutstanding
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Equity
    
    
    Deficit
    
    
    (Deficit)Balance January 1, 2008
    
    
    4,229,898
    
    
    $
    423
    
    
    $
    12,460,357
    
    
    $
    
    
    
    $
    (10,374,425
    )
    
    $
    2,086,355Consolidation of variable interest entity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,965
    
    
    
    
    
    
    
    23,965Common stock issued upon exercise of warrants
    
    
    920,289
    
    
    
    92
    
    
    
    6,159,488
    
    
    
    
    
    
    
    
    
    
    
    6,159,580Common stock issued upon exercise of options
    
    
    143,000
    
    
    
    14
    
    
    
    536,236
    
    
    
    
    
    
    
    
    
    
    
    536,250Warrants issued in connection with
financings, net of
Cancellations
    
    
    
    
    
    
    
    
    
    
    1,113,750
    
    
    
    
    
    
    
    
    
    
    
    1,113,750Beneficial conversion features on
convertible notes
    
    
    
    
    
    
    
    
    
    
    2,943,386
    
    
    
    
    
    
    
    
    
    
    
    2,943,386Stock dividend
    
    
    263,237
    
    
    
    26
    
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock options
    
    
    
    
    
    
    
    
    
    
    2,329,951
    
    
    
    
    
    
    
    
    
    
    
    2,329,951Members contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425,000
    
    
    
    
    
    
    
    425,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,164
    
    
    
    (8,544,538
    )
    
    
    (8,538,374
    )Balance, June 30, 2008
    
    
    5,556,424
    
    
    $
    555
    
    
    $
    25,543,142
    
    
    $
    455,129
    
    
    $
    (18,918,963
    )
    
    $
    7,079,863
 The accompanying
notes are an integral part of these consolidated financial statements
 5




---



##### Table of Contents



CONVERTED ORGANICS INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Six months endedJune 30, 2008
    
    
    June 30, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (8,538,374
    )
    
    $
    (2,284,940
    )Adjustments to reconcile net loss to net cash
used in operating activities:Consolidation of variable interest entity
    
    
    6,164
    
    
    
    Amortization of intangible asset  license
    
    
    8,250
    
    
    
    8,250Amortization of capitalized bond costs
    
    
    23,835
    
    
    
    19,862Amortization of deferred financing fees
    
    
    159,100
    
    
    
    2,893Depreciation of property and equipment
    
    
    98,194
    
    
    
    Amortization of beneficial conversion features
    
    
    858,064
    
    
    
    Amortization of discounts on private financing
    
    
    1,563,750
    
    
    
    Stock option compensation expense
    
    
    2,329,951
    
    
    
    Stock issued for extension of bridge financing
    
    
    
    
    
    
    178,048Changes in operating assets and liabilities:(Increase) decrease in:Accounts receivable
    
    
    (238,340
    )
    
    
    Inventories
    
    
    (265,187
    )
    
    
    Prepaid expenses and other current assets
    
    
    (576,152
    )
    
    
    (181,105
    )Other assets
    
    
    9,115
    
    
    
    Deposits
    
    
    (147,397
    )
    
    
    (350,000
    )Increase (decrease) in:Accounts payable and other accrued expenses
    
    
    598,309
    
    
    
    (592,572
    )Accrued compensation  officers, directors and consultants
    
    
    (38,423
    )
    
    
    Accrued interest
    
    
    29,729
    
    
    
    400,213Other
    
    
    25,000
    
    
    
    Net cash used in operating activities
    
    
    (4,094,412
    )
    
    
    (2,799,351
    )CASH FLOWS FROM INVESTING ACTIVITIESRelease of restricted cash
    
    
    6,194,617
    
    
    
    2,519,363Cash paid for acquisitions
    
    
    (1,500,000
    )
    
    
    Purchase of property and equipment
    
    
    (131,222
    )
    
    
    Capitalized interest
    
    
    (398,570
    )
    
    
    Construction costs
    
    
    (5,329,283
    )
    
    
    (1,940,853
    )Restrictions of cash
    
    
    
    
    
    
    (20,646,611
    )Deposit on license
    
    
    
    
    
    
    (139,978
    )Net cash used in investing activities
    
    
    (1,164,458
    )
    
    
    (20,208,079
    )CASH FLOWS FROM FINANCING ACTIVITIESNet proceeds from exercise of warrants
    
    
    6,159,580
    
    
    
    Proceeds from private financing, net of original issue discount
    
    
    3,715,000
    
    
    
    Net proceeds from exercise of options
    
    
    536,250
    
    
    
    Members contributions
    
    
    425,000
    
    
    
    Payments made for deferred issuance costs
    
    
    
    
    
    
    (42,916
    )Payments made on mortgage payable
    
    
    (4,833
    )
    
    
    Repayment of term notes issued for acquisition
    
    
    (657,276
    )
    
    
    Net proceeds from bond financing (Note 3)
    
    
    
    
    
    
    16,546,625Net proceeds from initial public offering of stock (Note 6)
    
    
    
    
    
    
    8,859,784Proceeds from term notes
    
    
    
    
    
    
    89,170Repayment of term notes
    
    
    
    
    
    
    (275,000
    )Repayment of demand notes
    
    
    
    
    
    
    (100,000
    )Repayment of bridge loan
    
    
    
    
    
    
    (1,515,000
    )Net cash provided by financing activities
    
    
    10,173,721
    
    
    
    23,562,663NET INCREASE IN CASH
    
    
    4,914,851
    
    
    
    555,233CASH, beginning of period
    
    
    287,867
    
    
    
    66,853CASH, end of period
    
    $
    5,202,718
    
    
    $
    622,086Supplemental cash flow information:Cash paid during the period in:Interest
    
    $
    893,571
    
    
    $
    266,789Non-cash financing activities:Financing costs paid from proceeds of private financing
    
    $
    335,000
    
    
    $
    Issuance costs paid from proceeds of initial public offering
    
    
    
    
    
    
    990,216Issuance costs paid from proceeds of bond financing
    
    
    
    
    
    
    953,375Deferred financing and issuance costs
    
    
    
    
    
    
    207,158Beneficial conversion discount on convertible note
    
    
    2,943,386
    
    
    
    Warrants issued in connection with financing
    
    
    1,113,750
    
    
    
    
 The
accompanying notes are an integral part of these consolidated financial statements
 6




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 1  BASIS OF PRESENTATION
   NOTE 2  SIGNIFICANT ACCOUNTING POLICIES
 NATURE OF OPERATIONS
    CONSOLIDATION
  7




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 VARIABLE INTEREST ENTITY
  USE OF ESTIMATES
  CASH AND CASH EQUIVALENTS
  RESTRICTED CASH
  ACCOUNTS RECEIVABLE
  INVENTORIES
  8




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 DEFERRED FINANCING AND ISSUANCE COSTS
  INTANGIBLE ASSETS
    ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
  EARNINGS (LOSS) PER SHARE
  9




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 2  SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
 RECLASSIFICATIONS
  SEGMENT REPORTING
  NOTE 3  ACQUISITIONS
     10




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 3  ACQUISITIONS  CONTINUED
  Inventories  United Organic Products, LLC
    
    $
    11,114Accounts receivable  United Organic Products, LLC
    
    
    28,702Intellectual property  Waste Recovery Industries, LLC
    
    
    500,000Building  United Organic Products, LLC
    
    
    668,325Equipment and machinery  United Organic Products, LLC
    
    
    2,016,772Assumption of liabilities  United Organic Products, LLC
    
    
    (224,913
    )Total allocation of purchase price
    
    $
    3,000,000
   Six months ending June 30,2008
    
    2007Revenues (in thousands)
    
    $
    753
    
    
    $
    712Net loss (in thousands)
    
    
    (8,567
    )
    
    
    (2,610
    )Net loss per share  basic and diluted
    
    
    (1.68
    )
    
    
    (0.86
    )
 NOTE 4  PROPERTY AND EQUIPMENT
  Land and improvements
    
    $
    325,691Building and improvements
    
    
    4,665,697Machinery and equipment
    
    
    2,704,686Vehicles
    
    
    34,000Office equipment and furniture
    
    
    16,2087,746,282Less: Accumulated depreciation and amortization
    
    
    (98,194
    )Total property and equipment
    
    $
    7,648,088
 11




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 5  CASH EQUIVALENTS MEASURED AT FAIR VALUE
  Assets
    
    Level 1
    
    Level 2
    
    Level 3
    
    Balance at June 30, 2008Certificate of deposit
    
    $
    425,250
    
    
    
    
    
    
    
    
    
    
    $
    425,250
  NOTE 6  DEBT
 TERM NOTES
   2008
    
    
    2007Term note dated August 27, 2004
    
    $
    250,000
    
    
    $
    250,000Term note dated September 6, 2005
    
    
    125,000
    
    
    
    125,000Term note dated April 30, 2007
    
    
    89,170
    
    
    
    89,170464,170
    
    
    
    464,170Less: current portion
    
    
    (464,170
    )
    
    
    (375,000
    )$
    -0-
    
    
    $
    89,170
  12




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT  CONTINUED
 BOND FINANCING
  CONVERTIBLE NOTE PAYABLE
  MORTGAGE NOTE PAYABLE
  PRIVATE FINANCING
   13




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT CONTINUED
     REGISTRATION RIGHTS AGREEMENT
  14




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 6  DEBT  CONTINUED
   NOTE 7  CAPITALIZATION OF INTEREST COSTS
  NOTE 8  OWNERS EQUITY (DEFICIT)
     15




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 8  OWNERS EQUITY (DEFICIT) CONTINUED
  WARRANT EXERCISE
  NOTE 9  STOCK OPTION PLAN
    2008Weighted AverageShares
    
    
    Price per ShareOutstanding at January 1, 2008
    
    
    653,000
    
    
    $
    3.75Granted
    
    
    736,735
    
    
    $
    5.02Exercised
    
    
    (143,000
    )
    
    $
    3.75Canceled
    
    
    -0-
    
    
    
    -0-Outstanding and exercisable at June 30, 2008
    
    
    1,246,735
    
    
    $
    4.50
  16




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 10  RELATED PARTY TRANSACTIONS
 ACCRUED COMPENSATION-OFFICERS, DIRECTORS AND CONSULTANTS
  NOTES PAYABLE
    NOTE 11 COMMITMENTS AND CONTINGENCIES
  For years ended December 31,2008
    
    $
    467,9102009
    
    
    934,8202010
    
    
    934,8202011
    
    
    946,2002012
    
    
    959,1002013 and thereafter
    
    
    8,378,022$
    12,620,872
 LEGAL PROCEEDINGS
  17




---



##### Table of Contents



CONVERTED ORGANICS INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS  CONTINUED  (UNAUDITED)
 NOTE 12  MANAGEMENTS PLAN OF OPERATION
  18




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Introduction
  Woodbridge Facility
  19




---



##### Table of Contents



UOP Acquisition; Gonzales Facility
   WRI Acquisition
  20




---



##### Table of Contents



Rhode Island Facility
  January 2008 Financing
     21




---



##### Table of Contents



Pro Forma Financial Information
   Six months ending June 30,2008
    
    
    2007Revenues (in thousands)
    
    $
    753
    
    
    $
    712Net loss (in thousands)
    
    
    (8,567
    )
    
    
    (2,610
    )Net loss per share  basic and diluted
    
    
    (1.68
    )
    
    
    (0.86
    )
 Construction and Start-up Period
  22




---



##### Table of Contents



Full-scale Operations
   Future Development
    23




---



##### Table of Contents



Trends and Uncertainties Affecting our Operations
  Liquidity and Capital Resources
   24




---



##### Table of Contents



25




---



##### Table of Contents



Results of Operations
       26




---



##### Table of Contents



Off-Balance Sheet Transactions
  27




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
    28




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
      29




---



##### Table of Contents



For
    
    Against
    
    AbstainProposal 1
    
    
    2,435,074
    
    
    
    180,868
    
    
    
    9,831Proposal 2
    
    
    2,430,185
    
    
    
    185,734
    
    
    
    9,854Proposal 3
    
    
    4,212,244
    
    
    
    47,899
    
    
    
    11,251Proposal 4
    
    
    2,497,275
    
    
    
    111,832
    
    
    
    16,666
     For
    
    WithheldProposal 1 John DeVillars
    
    
    4,242,575
    
    
    
    100,530Peter Townsley
    
    
    4,241,630
    
    
    
    101,475
 For
    
    Against
    
    AbstainProposal 2
    
    
    4,270,706
    
    
    
    61,327
    
    
    
    11,072
 
 Item 5. Other Information.
  30




---



##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Description of Exhibit31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 90632.2
    
    Certification of Chief Financial Officer pursuant to Section 906
 31




---



##### Table of Contents



SIGNATURES
  Converted Organics Inc.Date: August 13, 2008
    /s/ Edward J. GildeaEdward J. GildeaPresident and Chief Executive OfficerDate: August 13, 2008
    /s/ David R. AllenDavid R. AllenChief Financial Officer and Executive Vice President
of AdministrationDate: August 13, 2008
    /s/ Ellen P. ONeilEllen P. ONeilVice President of Finance & Accounting 32