UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

MARK ONE:
þ	Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2007
o	Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 0-3125

ADUROMED INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	21-0661726
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3 Trowbridge Drive, Bethel, Connecticut	06801
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(203) 798 1080

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o Noþ

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yesþ No o

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

o Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Noþ

The aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on March 24, 2008 was $1,970,128.

As of March 24, 2008 the issuer has one class of common equity, and the number of shares outstanding of such common equity is 21,890,306.

DOCUMENTS INCORPORATED BY REFERENCE

The following document(s) are incorporated by reference as part of this Form 10-K:

Information Statement filed January 8, 2007 on Form SC 14C with respect to change of corporate name.

Information Statement filed March 26, 2007 on Form SC 14C with respect to increasing the number of authorized shares of capital stock.

Information Statement filed September 6, 2007 on Form SC 14C with respect to increasing the number of authorized shares of capital stock.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Annual Report on Form 10-K which are not historical facts are forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. A forward-looking statement may contain words such as “anticipate that,” “believes,” “continue to,” “estimates,” “expects to,” “hopes,” “intends,” “plans,” “to be,” “will be,” “will continue to be,” or similar words. These forward-looking statements include the statements in this Report regarding: our expected financial position and operating results; our business strategy; future developments in our markets and the markets in which we expect to compete; our future ability to fund our operations; our development of new products and relationships; our ability to increase our customer base; the impact of entering new markets; our future cost of revenue, gross margins and net losses; our future restructuring, research and development, sales and marketing, general and administrative, and depreciation and amortization expenses; our future interest expenses; the value of our goodwill and other intangible assets; our future capital expenditures and capital requirements; our financing plans; the outcome of any contingencies and the anticipated impact of changes in applicable accounting rules.

The accuracy of these forward-looking statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks include the risks described in “Item 1A — Risk Factors” below. We do not undertake any obligation to update this forward-looking information, except as required under applicable law.

PART I

Item 1 - DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Effective January 30, 2007, the issuer (“AII” or “Company”) changed its corporate name from General Devices, Inc. to Aduromed Industries, Inc. Effective September 26, 2007, the number of authorized shares of common stock of the Company, par value $0.0001, was increased from 130,000,000 to 200,000,000 and the number of authorized shares of preferred stock of the Company, par value $0.0001, was increased from 40,000,000 to 60,000,000 and a Certificate of Amendment to the Company’s Certificate of Incorporation evidencing such increases was filed with the Secretary of State of the State Delaware on September 26, 2007. Effective April 16, 2007, the number of authorized common stock of the Company was increased from 100,000,000 to 130,000,000 and a Certificate of Amendment to the Company’s Certificate of Incorporation evidencing such increase was filed with the Secretary of State of the State Delaware on April 16, 2007.

On June 27, 2007 the Company entered into a secured loan arrangement with various investors for gross proceeds of $1,275,000. The notes evidencing the loan have an original issue discount of 10%, bear interest at 12% per annum and have a maturity of six months. These loans are secured by the assets of the Company and are guaranteed by the Company’s wholly-owned subsidiary, Aduromed Corporation (“Aduromed”). In connection with the loan, the investors also received five year warrants to purchase a total of 2,550,000 shares of the Company’s common stock at a price of $0.38 per share (“Loan Warrants”). The net proceeds of the loan was approximately $1,036,470 after discounts, placement fees and expenses.

On December 27, 2007, in consideration for the issuance of additional warrants for the purchase of a total of 2,450,000 shares of the Company’s common stock, holders of $1,225,000 in principal amount of such secured loan arrangement agreed to extend the maturity of such loan to June 30, 2008. Such warrants will have a five year term and, along with the Loan Warrants, will 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 (a “Qualified Financing”). As additional consideration for agreeing to such extension these holders were given the right to covert 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.

Effective January 23, 2006, the Company merged (the “Merger”) with Aduromed, whereby Aduromed became the wholly-owned subsidiary of the Company and the former holders of the equity in Aduromed became holders of equity in AII. Aduromed is the Company’s sole operating entity. Reference is sometimes made to the “Companies” when describing the business and operations of the combined entities. Otherwise the term “Company” refers only to AII.

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Pursuant to the terms of the Merger, each holder of a share of Aduromed's common stock (par value $0.01 per share) became entitled to 1.795 shares of the Company’s Common Stock, and each holder of Aduromed's series A preferred stock (par value $0.01 per shares) became entitled to 1.795 shares of the Company’s Series A Preferred Stock. In addition, warrants previously issued to the Preferred Holders entitling them to purchase a total of 3,489,527 shares of Aduromed common stock at $0.68 per share were converted into Company warrants ("Series A Investor Warrants") to purchase 6,263,700.97 shares of Company Common Stock at $0.37883 per share. In addition, all warrants issued by Aduromed then outstanding ("Aduromed Warrants") were converted into warrants issued by the Company to purchase Company Common Stock at a conversion rate of 1.795 shares of such Common Stock for each share covered by the Aduromed Warrants with an exercise price per share reduced by a corresponding factor of 1.795.

Also pursuant to the terms of the Merger, the Company agreed to assume the obligations of Aduromed under the securities purchase agreement, dated as of September 30, 2005, between the Preferred Holders and Aduromed as amended by the Amended and Restated Securities Purchase Agreement dated as of January 23, 2006; and, pursuant thereto, on January 23, 2006 the Company issued 15,780,160 shares of its Series B Preferred Stock and 15,780,160 warrants ("Series B Investor Warrants"), each to purchase 15,780,160 shares of Company Common Stock at $0.31754 and $0.37883 per share, respectively, to the Preferred Holders in consideration for their investing an additional $5,010,970.04 in the Company. (The Series A Investor Warrants and the Series B Investor Warrants are hereinafter referred to collectively, as the "Investor Warrants".)

In order to facilitate the Merger, on December 12, 2005 the Company filed a Certificate of Amendment to its Certificate of Incorporation providing for an increase in the number of its authorized shares of stock from 12,000,000 to 140,000,000, of which 100,000,000 are shares of Common Stock and 40,000,000 are shares of Preferred Stock, each with a par value of $0.0001 per share. Also on December 12, 2005, the Company effected a 1:5 reverse split of its common stock. On January 23, 2006, Certificates of Designations were filed with the Delaware Secretary of State creating, out of the authorized preferred stock, 6,263,702 shares of a new Series A Preferred Stock and 15,780,160 shares of a new Series B Preferred Stock.

Prior to the Merger, the Company had been inactive since 1993. On October 18, 2005 three investors who held a controlling interest in the Company sold their interest to Halter Capital Corporation a Texas corporation (“HCC”), in a cash transaction valued at $198,199.47.

Aduromed was formed in 1997 as a Connecticut limited liability company by Mr. Damien R. Tanaka and two investors/members under the name "Automated Process LLC." In September, 2002, (i) the two investors/members withdrew from active participation in the business, (ii) the Connecticut limited liability company was reorganized as a Delaware business corporation, changing its name to "Aduromed Corporation" and (iii) several third parties invested funds in Aduromed for working capital purposes to become minority shareholders, warrant holders and creditors.

On September 23, 2005, Aduromed filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State by which it authorized 50,000,000 shares of common stock (par value $0.01 per share) and 20,000,000 shares of preferred stock (par value $0.01 per share); and on October 3, 2005, it filed a Certificate of Designations of Series A Preferred Stock with the Delaware Secretary of State. On October 5, 2005 it issued 3,489,527 shares of its series A preferred stock and warrants covering 3,489,527 shares of its common stock to the Preferred Holders in consideration for their investment in the company of $1,989,030.39.

Neither Aduromed nor its predecessor has ever been the subject of any bankruptcy, receivership or similar proceeding.

Other than (i) its transition from a Connecticut limited liability company to a Delaware corporation in September, 2002, (ii) the increase in its authorized shares of common stock in September 2005, (iii) the authorization of preferred stock and issuance of its series A preferred in October, 2005 and (iv) its Merger with the Company on January 23, 2006, it has not been a party to any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

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BUSINESS OF THE COMPANIES

General.

AII conducts its business primarily through its wholly-owned subsidiary, Aduromed. Aduromed 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. Aduromed 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.

Products.

Aduromed’s principal products are the Aduromed MedClean® series systems. The Aduromed MedClean® system employs the following equipment and machinery:

· an autoclave vessel to sterilize the medical waste;

· a shredding device, the MedClean® Shredder, to convert sterilized waste material into a harmless, non-recognizable confetti-like material qualifying the end product as safe municipal solid waste;

· a unique AutoTouch® control station with software and hardware components that integrate and bundle all operating and data recording functions into a system complying with regulatory requirements for conversion and disposal of medical waste, including real time centralized monitoring of the system's functions;

· a material transporter to mechanically transport the processed waste from shredder to the municipal solid waste compacting dumpster, and;

· a QuietCartÔ transport cart system to facilitate a single source containerization of the infectious waste from generation, sterilization, processing and return for refill without need for human interaction for ultimate operator safety.

The control panel of the AutoTouch® Control Station assures regulatory compliance by means of proprietary software. The software prevents any deviation from the step-by-step processing of the waste, requires insertion of codes by operators to access the system and monitors and records on a real time basis. It governs the various aspects of the system's processes, including the load weight during each cycle and the calculation and employment of the proper sterilization parameters of weight, pressure, temperature and time. The ability to shortcut or over-ride any of the steps in the waste conversion process is circumscribed by the features of the control panel and its software.

Operation of the system through the control panel is simple, since it dictates each step to be taken, once the operator enters the appropriate codes to open up the control screen, and prohibits the ability of an operator to short cut the required steps and procedures. Relatively little instruction is required of the operator. A tutorial is offered by the software through the control panel, and an operator can be fully trained within a few hours. The AutoTouch® control system can communicate in multiple languages, including English and Spanish.

The AutoTouch® software permits real time centralized monitoring of all the functions and uses of each system by Aduromed. Additionally, the centralized monitors track proper operation of a particular system. They also alert Aduromed to the need to provide clients with supplies and preventative maintenance visits.

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The AutoTouch® control panel and software are proprietary properties of Aduromed and unique within the industry.

Consumable supplies, which Aduromed sells periodically to its customers, include liners for Aduromed's proprietary QuietCartÔ, deodorizing pellets and liquids for use in the autoclave, paper print rolls for recording data emanating from the control panel and high temperature lubricants for the systems' machinery and equipment. The cutting blades and other parts for the shredders must be replaced from time to time and are purchased through Aduromed as the exclusive distributor to hospital and medical facilities for Weima America Incorporated.

The series of MedClean® systems offered by Aduromed includes:

· MC4 Series: Capacity - 300 to 600 pounds per cycle, up to 1,100 tons per year typically used in hospital facilities with up to 500 beds.

· MC5 Series: Capacity - 450 to 900 pounds per cycle, up to 1,750 tons per year to be used in hospital facilities with up to 1,500 beds.

· MC7 Series: Capacity - 2,500 to 5,000 pounds per cycle, with up to 9,500 tons per year, suited for very large or co-located hospital campus settings or off-site treatment facilities.

The designed capacities of the respective systems may be increased or reduced to allow for the needs of the particular medical facility by extending or contracting the overall length of the autoclave. Each processing cycle is approximately 45 to 60 minutes in duration.

The sale price of a MedClean® system, including design and installation, has averaged approximately $500,000.

The Medical Waste Treatment Market

The market for medical waste treatment is segmented by customer size: Large Quantity Generators (“LQGs”), those who generate large volumes of medical waste (in excess of 100,000 pounds per year), and Small Quantity Generators (“SQGs”), those who generate less than that. LQGs are predominantly hospitals. SQGs are primarily nursing homes, clinics, medical groups, county or city health departments, laboratories, physicians, dentists and veterinarians in private practice. Of these SQGs, physicians comprise the highest percentage of sites.

On-Site Medical Waste Treatment Equipment Market

	Small Quantity Generators			Large Quantity Generators
Number of Sites		476,199			6,604
Percentage Using Haulers		100	%		87	%
Number specifically suited for MedClean Systems		200,000			6,604

Aduromed currently addresses the LQGs with its MedClean® 4 and 5 Series Systems. Aduromed’s MedClean® Systems are marketed directly by its sales and marketing group. As of March 17, 2008, the Company had a backlog of orders for MedClean® Systems in the amount of $2,954,241.

For SQGs there has been no realistic alternative to hauling, and any on-site solutions have been too expensive or inefficient. Because of this, the SQG market represents an excellent opportunity for our MedClean® 30 Series Systems, which are currently in development.

The current US medical waste market is estimated to be $2.0 billion (3.1 billion pounds) annually.

Aduromed’s current and pending installations, both domestically and internationally, total 39 locations.

Governmental Regulations-Federal

Prior to 2002, the principal method of disposing of most regulated medical waste (“RMW”) was through on-site incineration. Because of the promulgation of regulations by the Environmental Protection Agency (“EPA”) that came into effect on September 15, 2002, setting minimum emission limits for RMW incinerators for such pollutants as dioxins, nitrogen oxides, lead, cadmium and mercury, the use of on-site incinerators in the U.S. has drastically diminished. As a consequence, the methods of on-site disposal of RMW have been limited to steam sterilization, chemical treatment and microwave.

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Federal agencies which regulate RMW are the EPA, the Occupational Safety and Health Administration ("OSHA"), the U.S. Department of Transportation (the "U.S. DOT") and the U.S. Postal Service. These agencies regulate RMW under a variety of statutes and regulations, including the following:

· MEDICAL WASTE TRACKING ACT OF 1988 ("MWTA”). The primary objective of the MWTA was to ensure that RMW generated in a covered state which posed environmental problems, including an unsightly appearance, was delivered to disposal or treatment facilities with minimum exposure to waste management workers and the public. The MWTA's tracking requirements included accounting for all waste transported and imposed civil and criminal sanctions for violations. The MWTA demonstration program expired in 1991, but the MWTA established a model followed by many states in developing their specific medical waste regulatory frameworks.

· CLEAN AIR ACT REGULATIONS. In August 1997, the EPA adopted regulations under the Clean Air Act Amendments of 1990 that limit the discharge into the atmosphere of pollutants released by medical waste incineration. These regulations required every state to submit to the EPA for approval a plan to meet minimum emission standards for these pollutants.

· OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970. The Occupational Safety and Health Act of 1970 authorizes OSHA to issue occupational safety and health standards. OSHA regulations are designed to minimize the exposure of employees to hazardous work environments, including RMW.

· RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 ("RCRA"). RCRA required the EPA to promulgate regulations identifying hazardous wastes. RCRA also created standards for the generation, transportation, treatment, storage and disposal of solid and hazardous wastes. These standards included a documentation program for the transportation of hazardous wastes and a permit system for solid and hazardous waste disposal facilities. RMW is currently considered non-hazardous solid wastes under RCRA. However, some substances collected by some of Aduromed's customers, including photographic fixer developer solutions, lead foils and dental amalgam, are considered hazardous wastes.

· DOT REGULATIONS. The U.S. DOT has put regulations into effect under the Hazardous Materials Transportation Authorization Act of 1994 which requires customers to package and label RMW in compliance with designated standards, and which incorporate blood-borne pathogens standards issued by OSHA. Under these standards, customers must, among other things, identify packaging with a "biohazard" marking on the outer packaging, and medical waste containers must be sufficiently rigid and strong to prevent tearing or bursting and must be puncture-resistant, leak-resistant, properly sealed and impervious to moisture. DOT regulations also require that a transporter be capable of responding on a 24-hour-a-day basis in the event of an accident, spill, or release to the environment of a hazardous material.

· COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"). CERCLA, established a regulatory and remedial program to provide for the investigation and cleanup of facilities that have released or threaten to release hazardous substances into the environment. CERCLA and state laws similar to it may impose strict, joint and several liability on the current and former owners and operators of facilities from which releases of hazardous substances have occurred and on the generators and transporters of the hazardous substances that come to be located at these facilities. Responsible parties may be liable for substantial site investigation and cleanup costs and natural resource damages, regardless of whether they exercised due care and complied with applicable laws and regulations. If a customer were found to be a responsible party for a particular site, it could be required to pay the entire cost of the site investigation and cleanup, even though other parties also may be liable.

· UNITED STATES POSTAL SERVICE. Customers must obtain permits from the U.S. Postal Service to conduct programs, pursuant to which they mail approved "sharps" (needles, knives, broken glass and the like) containers directly to treatment facilities.

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Governmental Regulations-State and Local

Each state has its own regulations related to the handling, treatment and storage of medical waste. Although there are many differences among the various state laws and regulations, many states have followed the medical waste model under the MWTA and have implemented programs under RCRA. State agencies involved in regulating the medical waste industry are frequently the departments of health and environmental protection agencies. In addition, many local governments have ordinances, local laws and regulations, such as zoning and health regulations, including ordinances relating to the disposition of sterilized effluents into sewage systems and municipal disposal sites which affect our customers' operations.

Most states require segregation of different types of medical waste at the hospital or other location where they were created. A majority of states require that the universal biohazard symbol or a label appear on medical waste containers. Storage regulations may apply to the party generating the waste, the treatment facility, the transport vehicle, or all three. Storage rules seek to identify and secure the storage area for public safety as well as set standards for the manner and length of storage. Many states require employee training for safe environmental cleanup through emergency spill and decontamination plans. Many states also require that transporters carry spill equipment in their vehicles. Those states whose regulatory framework relies on the MWTA model have tracking document systems in place.

Pursuant to medical waste incinerator regulations adopted by the EPA in 1997, every state was required by September 1998 to adopt a plan to comply with federal guidelines which, among other things, limit the release of some airborne pollutants from medical waste incinerators to levels prescribed by the EPA. Each state's implementation plan must be at least as restrictive as the federal emissions standards.

Effect of Regulations on the Companies’ Business

Aduromed manufactures and sells its MedClean® systems that sterilize RMW by sterilization in an autoclave chamber and subsequent shredding of the material enabling the customer to dispose of the residue as municipal solid waste. The operation of the MedClean® system and the disposal of the waste are the responsibility of the customer. As a result, Aduromed is not subject to the multitude of governmental regulations that typify the handling and disposition of solid waste. Virtually all of Aduromed's competitors are subject to one or more of the various regulatory regimes associated with the medical waste disposal business as the systems and services offered by these competitors involve incineration, chemical treatment or transportation of medical waste.

Aduromed's customers use landfills operated by parties unrelated to Aduromed to dispose of treated medical waste from medical facilities. Aduromed does not own or operate any landfills. Waste is not regulated as hazardous under RCRA unless it contains hazardous substances exceeding certain quantities or concentration levels, meets specified descriptions, or exhibits specific hazardous characteristics. Following treatment, waste from Aduromed's MedClean® systems is disposed of as non-hazardous waste.

Competition

RMW has historically been disposed of mainly through the use of off-site hauling contractors and by incineration. Presently, in the U.S. many different types of technologies have been introduced to meet the new regulatory requirements for disposal of RMW. Some of these technologies include:

· DISINFECTANT. This process involves the simultaneous shredding and disinfecting of the infectious medical waste. The process can only handle small batches in each cycle and has a capacity of approximately 70 to 400 pounds a day, which is not sufficient to handle the overall requirements of most hospitals ranging from 500 to 9,000 pounds per day.

· CHEMICAL REAGENTS. The use of chemical reagents is subject to federal laws and regulations of the EPA that classify the chemicals involved as "pesticides". Also, there is considerable limitation on the volumes that can be treated by this method. It is not suitable for disposal of infectious medical waste generated by hospitals and other large medical facilities since it does not have the capacity to handle such volumes.

· MICROWAVE TECHNOLOGY. Microwave technology is a process of disinfection that exposes material to moist heat generated by microwave energy. Use of this technology requires that proper precautions be taken to exclude the treatment of hazardous material so that toxic emissions do not occur. The complete unit must also be operated under negative pressure as infectious waste is normally shredded prior to disinfection and may create conditions where infection can be transformed into an aerosol prior to treatment. Also, offensive odors may be generated around the unit. The capital cost and space requirement for this type of system is relatively high.

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· THERMAL PROCESSES. Thermal processes are dry heat processes and do not use water or steam, but forced convection, circulating heated air around the waste or using radiant heaters. Companies have developed both large and small dry-heat systems, operating at temperatures between 350°F-700°F. Use of dry heat requires longer treatment times with precautions required to prevent potential combustion of the waste material during each cycle.

· HIGH HEAT THERMAL PROCESSES (PYROLYSIS). A pyrolysis system would involve chemical decomposition of organic medical waste by intense heat (at least 800 degrees F) in an anaerobic atmosphere that produces combustible gases, including carbon monoxide, hydrogen and methane. These gases must be flared off or treated in a secondary combustion chamber. Particulate removal equipment such as fabric filters or wet scrubbers would also be required. The use of a pyrolysis system has not been commercialized as a method for converting infectious medical waste.

· RADIATION. Electron beam technology creates ionized radiation, damaging cells of microorganisms. Workers must be protected with shields and remain in areas secured from the radiation.

· CHEMICAL TECHNOLOGIES. Disinfecting chemical agents that integrate shredding and mixing to ensure adequate exposure are used by a variety of competitors. Chlorine based chemicals, using sodium hypochlorite and chlorine dioxide, are somewhat controversial as to their environmental effects and their impact on wastewater. Non-chloride technologies are varied and include parasitic acid, ozone gas, lime based dry powder, acid and metal catalysts as well as alkaline hydrolysis technology used for tissue and animal waste.

Among Aduromed's competitors are Stericycle, Inc., San-I-Pak, Tempico Inc., Sanitec, Inc.,Red Bag Solutions, Inc. and Caprius Inc.

Sources and Availability of Raw Materials and Names of Principal Suppliers

Generally, access to raw materials and third party fabricators for the MedClean® Systems is available from multiple sources that allow Aduromed flexibility of choice.

The various equipment components of the systems are supplied by the following principal suppliers:

·	Autoclave:	SteelCraft Industries Limited
·	Shredder:	Weima America Corporation
·	Aluminum QuietCartsÔ:	Specialty Metal Products, Inc.
·	Cart liners:	MPF, Inc.

The hardware for the control panel are stock items that may be purchased from any number of distributors for such manufacturers as Square D, Siemens Corporation, Magnatrol and Cutler Hammer. The software for the control panel is a proprietary property of Aduromed.

Dependence on a few Major Customers

It is anticipated that between 30% and 40% of the prospective one-time sales business of Aduromed during the ensuing six years will be derived from Aramark Management Services Partnership, a Delaware limited partnership ("Aramark") and an affiliate of Aramark Corporation, located in Philadelphia, Pennsylvania, pursuant to the Aramark Agreement. See “Aramark Agreement”. Aramark manages approximately 1,300 hospitals throughout the United States. While there is no assurance of the actual number of Aramark clients that will purchase Aduromed's MedClean® systems and services, it is estimated that approximately 400 hospitals could be purchasers in the next six years. The Company’s products are also being promoted by other providers of non-clinical services to hospitals and the Company anticipates an additional 25-30% of the prospective business from these relationships.

Prior to its arrangement with Aramark, the Company's business had been with independent hospital and other medical facilities principally in the Northeast and California.

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The Aramark Agreement

Aduromed entered into an agreement dated as of September 1, 2004 with Aramark (the "Aramark Agreement"). Until January 2007 when a group of Aramark’s management took the company private, Aramark Corporation was s a New York Stock Exchange listed company that is in the health care facilities management business, among other sectors. Aramark manages more than 1,300 hospitals throughout the United States. The collective number of hospitals under management by other service providers exceeds 2,000 hospitals.

The Aramark Agreement has a term of ten years (plus extensions as agreed between the parties; provided, however, that the Aramark Agreement can be terminated for material breach on thirty (30) days notice). It also provides that Aduromed will sell its products and services on a preferred basis to health care facilities managed by Aramark, as requested by Aramark. These products include the equipment comprising the MedClean® systems, namely, the autoclave, shredder, tipper, conveyor and carts, plus related supplies and replacement parts. The services include quarterly preventive maintenance of the MedCleanÔ systems and corrective maintenance for any non-functioning components. Aramark's clients will order Aduromed's products and services through Aramark who will be responsible to Aduromed for payment.

Under the agreement Aramark will pay Aduromed 45 days after invoice dates and, as to the MedClean® system equipment, will pay in installments of 25% on receipt of a purchase order, 50% on delivery of the equipment and 25% upon commissioning the system.

Aduromed has agreed to provide ‘most favored nation’ treatment to Aramark. Aduromed and Aramark entered into an amendment to the Aramark Agreement on March 28, 2007 which, among other things, eliminated an existing exclusivity provision restricting which hospitals Aduromed could solicit for sales if certain revenue thresholds were reached. As amended, Aduromed may solicit business through hospital management companies that are competitors of Aramark but cannot enter into exclusive arrangements with such competitors, and Aduromed will continue to have the right to solicit such business directly from hospitals that are managed by such competitors and from independent hospitals that Aramark has elected not to solicit as clients.

The Weima Agreement

Aduromed is party to an agreement with Weima America, Inc., dated as of April 8, 2004, pursuant to which Aduromed has the exclusive distribution rights in the United States to Weima's four shafted "ZMK" and other shredder machines for use in medical waste markets (the “Weima Agreement”).

This is the type of shredder used by Aduromed in its MedClean® systems. The Weima Agreement may be terminated by either party on thirty (30) days notice.

Employees

As of March 17, 2008 the Company had 16 employees, of which 15 are full time employees.

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Item 1A. - RISK FACTORS

Business Risks

We have a history of losses

To date, we have been unable to generate revenue sufficient to be profitable. Aduromed had a net loss of $(4,528,826), or $(0.24) per share, for the fiscal year ended December 31, 2007, compared to a net loss of $(3,282,311), or $(0.18) per share, for the fiscal year ended December 31, 2006. The Company might not achieve the level of revenues needed to be profitable in the future or, if profitability is achieved, that it will be sustained.

The Company lacks an operating history making evaluation of its business difficult.

While Aduromed revenues during the past eight years have been exclusively derived from sales and servicing of its MedClean Systems, it's business is at an early stage of commercialization, and there is no meaningful historical financial or other information available upon which to base an evaluation of the Company's ability to increase its revenues in accordance with its projections or to compete effectively with those persons with similar or alternate systems.

In addition, the Company's early stage of commercialization means that it has less insight into how market and technology trends may affect the Aduromed Business. This includes the ability to attract and convince customers to switch from their current method of dealing with the disposal of their medical waste to Aduromed's technology. As a consequence, the revenue and income potential of the Aduromed Business is unproven.

Dependence on third party component suppliers

The Company is dependent on third party suppliers for the supply of components of its MedClean units. At present, the Company relies on a contract with Weima to supply parts for the shredder portion of the system. (See "Weima Agreement"). These parts are manufactured under the protection of a U.S. patent owned by an affiliate of Weima. The contract with Weima may be terminated on thirty (30) days notice. The Company might not have adequate supplies of materials for these parts if the contract with Weima is terminated. Although the Company believes that the required components are available and can be provided by other suppliers, delays may be incurred in establishing relationships or in waiting for quality control assurance with other manufacturers for substitute components.

The Company may not be able to effectively protect its proprietary technology, which could have a material adverse effect on its business and make it easier for its competitors to duplicate its products.

The Company regards certain aspects of its products, processes, services and technology as proprietary. The Company has registered three of its trademarks with the United States Patent and Trademark Office, Aduromed®, MedClean® and AutoTouch®. The Company does not intend to register any other trademarks that it currently uses in the Aduromed Business but believes that it has the rights to the QuietCart mark. The Company does not have nor does it intend to apply for patent protection with respect to the processes and technology encompassed by its present Systems (but see "Development of MedClean 30 and MedClean 50 Systems" below). The Company requires all of its employees to sign Confidentiality and Non-Disclosure Agreements that prohibit the dissemination or use the Company’s know-how and technology other than in the legitimate performance of the employee’s duties. Our ability to compete successfully will depend in part on our ability to protect our proprietary rights and to operate without infringing on the proprietary right of others, both in the United States and abroad. The Company may apply in the future for patent protection for uses, processes, products and systems that it develops. Any future patent for which the Company applies may not be issued; any existing contractual non-disclosures obligations may be challenged, invalidated or circumvented; third parties might infringe or misappropriate our proprietary rights; and third parties might independently develop similar products, services and technology. The Company may incur substantial costs in asserting or defending any breach of contract or infringement suits or in asserting any license rights, including those granted by third parties, the expenditure of which the Company might not be able to afford. An adverse determination could subject the Company to significant liabilities to third parties, require it to seek licenses from or pay royalties to third parties or require it to develop appropriate alternative technology. Such licenses might not be available on acceptable terms or at all, and the Company might not develop alternate technology at an acceptable price or at all. Any of these events could have a material adverse effect on the Company's business and profitability.

The Company may have to resort to litigation to enforce its intellectual property rights, protect its trade secrets, determine the validity and scope of the proprietary rights of others, or defend itself from claims of infringement, invalidity or unenforceability. Litigation may be expensive and divert resources even if the Company wins. This could adversely affect the Aduromed Business, financial condition and operating results such that it could cause the Company to reduce or cease operations.

11

The Company may not be able to develop new products that achieve market acceptance.

Our future growth and profitability depend, in part, on our ability to respond to technological advances and to successfully develop and market new products that achieve market acceptance. This industry has been historically marked by very rapid technological change and the frequent introduction of new products. While we have been engaged in development of equipment suitable for on-site treatment of RMW by small quantity generators (such as doctors' offices and clinics), we might not be able develop new products that will realize broad market acceptance.

The Company's existing products may not be able in the future to meet changes in environmental laws and regulations regarding regulated medical waste.

The future of our business will depend on our ability to respond to any future changes in the federal, state and local regulatory environment. Since the Company does not itself generate medical waste and is not itself in control of, nor does it handle, the medical waste but only sells its equipment to meet its contractual obligations to its customers, it is not itself currently subject to regulations with respect to the disposal of RMW; however, any change in this regulatory regime in the future could have a material adverse effect on the Company's operations.

The nature of our business exposes us to professional and product liability claims, which could materially adversely impact our business and profitability.

The malfunction or misuse of our MedClean Systems may result in damage or injury to property or persons, as well as violation of various health and safety regulations, thereby subjecting us to possible liability. Although our insurance coverage is in amounts and deductibles we believe prudent in our business, and we have not experienced any claims made or lawsuits instituted against us with regard to any such damage or violations, such insurance might not be sufficient to cover any potential liability. Further, in the event of either adverse claim experience or insurance industry trends, we may in the future have difficulty in obtaining product liability insurance or be forced to pay very high premiums, and our present coverage might not continue to be available on commercially reasonable terms or at all. In addition, insurance might not adequately cover any product liability claim against us. However, we do believe our insurance coverage is adequate to cover any claims made, and we review our insurance requirement with our insurance broker at least annually.

Other parties may assert that our technology infringes on their intellectual property rights, which could divert management time and resources and possibly force us to redesign our products.

Developing products based upon new technologies can result in litigation based on allegations of patent and other intellectual property infringement. While no infringement claims have been made or threatened against us, third parties might assert infringement claims against us in the future, and such assertions by such parties might result in costly litigation in which they might prevail. In addition, we may not be able to license any valid and infringed patents from third parties on commercially reasonable terms or, alternatively, be able to redesign products on a cost-effective basis to avoid infringement. Any infringement claim or other litigation against or by us could have a material adverse effect on us and could cause us to reduce or cease operations, and even if we are successful in a litigation to defend such claim, there may be adverse effects due to the significant expenses related to defending the litigation.

The loss of certain members of our management team could adversely affect our business.

Our success is highly dependent on the continued efforts of Damien R. Tanaka and Kevin Dunphy, who are our key management persons. Should operations expand, we will need to hire persons with a variety of skills and competition for these skilled individuals could be intense. Neither Mr. Tanaka nor Mr. Dunphy plan to retire or leave us in the near future. However, we may not be successful in attracting and/or retaining key personnel in the future. Our failure to do so could adversely affect our business and financial condition. We have employment agreements with all of our management personnel but we do not carry any "key-man" insurance on the lives of any of our officers or employees.

12

Dependence on principal customer.

We have one principal customer, Aramark Management Services Partnership (see "Aramark Agreement"). Revenues for this customer amounted to approximately $913,000 and $1,722,000 for the 2007 and 2006 fiscal year, respectively. The loss of our principal customer would have a significant adverse impact on our business. We have no operations outside the United States and the Commonwealth of Puerto Rico.

Competition.

There are numerous methods of handling and disposing of RMW, of which our technology is one of the available systems. We are not aware of any competitive product that is similar to the MedClean Systems with respect to its design, compactness and customer-friendly use. We believe that our MedClean Systems, due to their ability to be used on-site, competitive costing and ease of use, offer a significant advantage over RMW systems offered by our competitors. Nevertheless, a different or new technology may supplant us in the market. Further, we might not be successful in the deployment of our systems in the marketplace, and other companies predominate in the waste removal business, with substantially greater resources and market visibility than us, may try to develop similar systems.

Control by holders of Series A and B Preferred Stock.

Two investor groups beneficially own all of the Company’s Series A Preferred Stock and Series B Preferred Stock, all of which are convertible into an equal number of shares of the Company’s Common Stock. These shares of Preferred Stock have the same voting rights as the Common Stock. In addition, these investors also have warrants related to the two series of Preferred Stock that can be converted into the Company's Common Stock. If all of these shares were converted and the related warrants exercised, these investors would collectively own approximately 53% of the Common Stock on a fully-diluted basis. The holders of the Preferred Stock and Mr. Damien R. Tanaka are parties to a Stockholders' Agreement (see "Stockholders Agreement" below) by which Mr. Tanaka is entitled to elect a majority of the board of directors; however, in most other matters submitted to the stockholders of the Company, the holders of the Series A and B Preferred Stock, if such holders were to vote in the same manner, may determine the resolution of matters to be acted upon by stockholders. The interests of these investors may conflict with the interests of the holders of the Company's Common Stock.

Market Risks

There is only a volatile limited market for our Common Stock.

Recent history relating to the market prices of public companies indicates that, from time to time, there may be periods of extreme volatility in the market price of our securities because of factors unrelated to the operating performance of, or announcements concerning, the issuers of the affected stock, and especially for stock traded on the OTC Bulletin Board. Our Common Stock is not actively traded, and the bid and asked prices for our Common Stock have fluctuated significantly. Since January 1, 2006, the Common Stock traded on the OTC Bulletin Board from a high closing price of $1.04 to a low of $0.12 per share. See "Market for our Common Stock." General market price declines, market volatility, especially for low priced securities, or factors related to the general economy or to us in the future could adversely affect the price of the common stock. With the low price of our Common Stock, any securities placement by us would be very dilutive to existing stockholders, thereby limiting the nature of future equity placements.

We have never paid dividends and we do not anticipate paying dividends in the future.

We do not believe that we will pay any cash dividends on our Common Stock in the future. We have never declared any cash dividends on our common stock, and if we were to become profitable, it would be expected that all of such earnings would be retained to support our business. In addition, cumulative dividends are payable on the Series A and Series B Preferred Stock before any dividends may be paid on the Common Stock. Since we have no plan to pay cash dividends, an investor would only realize income from his investment in our shares if there is a rise in the market price of our Common Stock, which is uncertain and unpredictable.

13

We are subject to penny stock regulations and restrictions.

The Securities and Exchange Commission (the "SEC") has adopted regulations which generally define Penny Stocks to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. As of March 24, 2008, the closing bid and asked prices for our Common Stock were $0.08 and $0.15 per share and therefore, it is designated a "Penny Stock." As a Penny Stock, our Common Stock may become subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Our Common Stock might not qualify for exemption from the penny stock restrictions. In any event, even if our Common Stock were exempt from the Penny Stock restrictions, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Certain provisions of our charter could discourage potential acquisition proposals or change in control.

Our Board of Directors, without further stockholder approval, may issue preferred stock that would contain provisions that could have the effect of delaying or preventing a change in control or which may prevent or frustrate any attempt by stockholders to replace or remove the current management. The issuance of additional shares of preferred stock could also adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others.

Item 1B - UNRESOLVED STAFF COMMENTS

NONE

Item 2 - PROPERTIES

The Companies presently lease approximately 11,856 square feet of combined office and warehouse space on the upper level of a building at 3 Trowbridge Drive, Bethel, CT 06801 (the “Premises”) for a term of ten (10) years under a lease agreement, dated February 3, 2006. At our option, the term of lease may be renewed for an additional five (5) years. Base rent is set at the rate of $8,151.00 per month with annual increases of 3% commencing after the second year. Additional rent would be charged on a “triple net” basis for taxes, insurance and utilities. The Premises houses all the Companies’ executive, administrative, engineering, product development and project management personnel, along with space for warehousing supplies.

Item 3 - LEGAL PROCEEDINGS

NONE

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2007.

14

PART II

Item 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s Common Stock is listed on the NASD OTC Bulletin Board market and trades under the symbol ADRM.OB.

The following table sets forth the range of the high and low bid quotations of the Common Stock for the past two years in the over-the-counter market, as reported by the OTC Bulletin Board and in the Pink Sheets. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

Calendar Quarter Ended:

	High		Low
2007
March 31	$	0.24	$	0.22
June 30		0.30		0.29
September 30		0.30		0.29
December 31		0.15		0.12
2006
March 31	$	0.71	$	0.71
June 30		1.04		0.62
September 30		1.02		1.02
December 31		1.00		0.30

As of March 24, 2008 the Company had 1,374 stockholders of record.

AII had not declared or paid any dividends on its common stock in 2007 or 2006 and does not foresee doing so in the immediate future. It has never paid any cash or stock dividends, and presently intends to reinvest earnings, if any, to fund the development and expansion of the business of Aduromed. Therefore, it does not anticipate paying dividends on Common Stock in the foreseeable future. The declaration of dividends will be at the discretion of the Board of Directors and will depend upon AII’s earnings, financial position, general economic conditions and other pertinent factors.

Under their respective Certificates of Designations filed with the Delaware Secretary of State the Series A Preferred Stock and the Series B Preferred Stock issued by AII have dividend rights ranking senior to any dividend rights of the shares of Common Stock. The holders of both the Series A Preferred Stock and the Series B Preferred Stock issued by AII are entitled to receive dividends out of funds legally available therefor at the annual rate of six percent (6%) of the price paid for each share of Series A Preferred Stock and Series B Preferred Stock ($0.31755) payable on each March 15 and September 15. Dividends are cumulative on a daily basis and unpaid dividends will be compounded on each payment date.

Equity Compensation Plan Information as of December 31, 2007

Plan Category	Number of securities to be issued (a)	Weighted-average price of securities (b)	Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders1	375,000 shares of common stock	$0.23	525,000
Total	375,000	$0.23	525,000

The Company did not purchase any shares of its securities in 2007.

¹ Pursuant to a consulting agreement, dated August 23, 2007, the Company agreed to pay Mr. Joseph Esposito a total of $8,500 per month for twelve months and 75,000 shares of the Company’s Common Stock per month for twelve months as compensation for Mr. Esposito’s services to the Company.

15

Item 6 - SELECTED FINANCIAL STATEMENTS

Not applicable

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward Looking Statements

The Company is including the following cautionary statement in this Interim Report on Form 10-K 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 and continuing good relations with Aramark Corporation. We are also subject to numerous Risk Factors relating to manufacturing, regulatory, financial resources and personnel as described in this Annual Report. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Results of Operations

Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006

Net Revenue

Total revenue for 2007 was $2,865,197 compared with $4,594,347 for 2006. Of the revenue decrease, $2,394,482 was attributable to a decrease of revenues derived from sales of our MedClean system, which was partially offset by a $665,332 increase for the sale of consumables, component parts and service contracts. Contract backlog as of December 31, 2007 $1,923,648.

Revenues from our MedClean product for 2007 were $1,744,238 compared to $4,138,720 in 2006, a reduction of $2,394,482. The decreased revenue was attributable to the completion, in 2006, of a onetime $1.9 million multi hospital contract and the postponement, at the customer’s request, of one contract in backlog to the first quarter of 2008.

Revenues derived from the sale of consumables, component parts and service contracts more than doubled to $1,120,959 compared to $455,627 in the prior year. The revenue was attributable to orders for goods and services from an increased install base of hospitals that have previously purchased our MedClean system.

16

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 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.

Gross Profit

The gross profit for 2007 was $1,089,301 (38.0% of total revenue) compared with a gross profit of $1,301,689 (28.3% of total revenue) for 2006. The improved margin, as a percent of sales, was the result of operating and procurement efficiencies and product mix in the year. The gross profit in 2007 was negatively impacted by $212,388 on reduced operating activities.

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 2007 was $3,686,755 compared with $4,414,487 for 2006, a decrease of $727,732 or 16.5%. The decrease was attributable to the elimination of a one time expense amounting to $602,000 associated with the equity financing in 2006. During 2007 staff reductions resulted in a $102,337 savings, commissions to outside parties and sales and marketing costs were $102,330 and $81,233 respectively, less than the prior year. These savings were offset by increased depreciation expense of $30,810 on increased capital spending in the previous year. During 2007, we paid $128,782 in cash and stock valued at $0.23 per share to a business consultant of the Company. All other operating expenses decreased by $10,524 net.

Interest (Income) Expense

Interest income for the 2007 was $24,794 compared with $77,608 of interest income in 2006 on reduced cash balances available for investment. The Company invests its excess cash in a money market account. As of December 31, 2007 the interest rate was 2.7%.

Interest expense for 2007 was $1,956,166 compared with $247,121 in 2006. In June of 2007, the Company borrowed $1,275,000 at a rate of 12% per annum. The loan included a 10% Original Issue Discount of $127,500 other fees amounting to $111,032 and interest amounting to $79,852. Warrants totaling 2,550,000 were valued at $140,250 and were amortized over the six month term of the loan. The loan was extended and is due on June 27, 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 covert 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. During 2007, we recorded $1,159,733 of interest expense attributable to the beneficial conversion feature of the transaction. The beneficial conversion feature was calculated at its intrinsic value on December 27, 2007.

Net loss

Net loss for 2007 was $(4,528,826) compared to a net loss in 2006 of $(3,282,311).

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders for 2007 was $(4,948,826) or $(0.24) cents per share (basic and diluted), compared to a net loss of $(3,686,543) or $(0.18) cents per share (basic and diluted) for the same period in 2006.

During 2007, the Company accrued $420,000 in dividends with an interest rate of 6% on $7,000,000, the total value received for both series A and B preferred stock.

17

Financial Condition

Liquidity and Capital Resources

 The Company’s cash on hand and working capital as of December 31, 2007 and 2006 are as follows:

	2007			2006
Cash on hand	$	212,215		$	1,892,336
Working capital	$	(2,993,449	)	$	234,139

During 2007, the Company purchased $13,749 in fixed assets. The Company anticipates purchasing approximately $25,000 in additional fixed assets in 2008.

Net cash used in operating activities totaled $2,902,495 in 2007.

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 December 31, 2007 was $739,840 net of an allowance of $11,418.  The $564,603 increase in the accounts receivable balance reflect milestone billings from new contracts awarded late in the fourth quarter of 2007.

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 2007, the Company increased its inventory on hand by $261,132 to $900,938 in anticipation of expected new business. The accounts payable and accrued liabilities balance as of December 31, 2007 was $517,403.

On June 27, 2007 the Company entered into a secured loan arrangement with various lenders for gross proceeds of $1,275,000. The notes evidencing the loan have an original issue discount of 10%, bear interest at 12% per annum and have a maturity of six months. These loans are secured by the assets of the Company and are guaranteed by the Company’s wholly-owned subsidiary, Aduromed Corporation. In connection with the loan, the lenders also received five year warrants to purchase a total of 2,550,000 shares of the Company’s common stock at a price of $0.38 per share (“Loan Warrants”). In the event that the Company consummates a financing involving the issuance of the Company’s common stock or securities convertible into such common stock and accompanying warrants (“Financing Warrants”) with gross proceeds of at least $1,500,000, the exercise price and anti-dilution provisions of the Loan Warrants will be reset to match the terms of the Financing Warrants.

The net proceeds of the loan amounted to $1,036,470, after discounts, placement fees and expenses, will be utilized for working capital and general corporate purposes. The Company has available cash and cash equivalents of approximately $212,215 at December 31, 2007 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.

18

AII has an obligation to pay dividends on the value of its preferred stock at a rate of 6%. To date we have accrued $864,013 in dividends payable.

AII has accrued $602,000 in liquated damages payable to its Preferred stockholders.

The Company with the consent of its Preferred stockholders can pay these obligations in kind with common stock based upon certain formulas contained in the stockholders purchase agreement.

Controls and Procedures

As of December 31, 2007, 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.

Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

19

ITEM 8- FINANCIAL STATEMENTS

ADUROMED INDUSTRIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007

INDEX	Page
Report of Independent Registered Public Accounting Firm	F1
Consolidated Balance Sheets as of December 31, 2007 and 2006	F2
Consolidated Statements of Operations for the years ended December 31, 2007 and 2006	F3
Consolidated Statements of Stockholders’ Equity (Deficit) for the two year period ended December 31, 2007	F4
Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006	F5
Notes to the Consolidated Financial Statements	F6

20

Child, Van Wagoner & Bradshaw, PLLC

A Professional Limited Liability Company of CERTIFIED PUBLIC ACCOUNTANTS

5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107 PHONE: (801) 281-4700 FAX: (801) 281-4701

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Audit Committee

Aduromed Industries, Inc.

Bethel, Connecticut

We have audited the consolidated balance sheet of Aduromed Industries, Inc. (the Company) as of December 31, 2007, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2007 and 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Aduromed Industries, Inc. as of December 31, 2007, and the results of its consolidated operations and its consolidated cash flows for the years ended December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred substantial recurring losses. This raises substantial doubt about the Company’s ability to meet its obligations and to continue as a going concern. Management’s plans in regard to this matter are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Child, Van Wagoner & Bradshaw, PLLC

Salt Lake City, Utah

March 26, 2008

F-1

ADUROMED INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
ASSETS	2007			2006
Current assets
Cash	$	212,215		$	1,892,336
Accounts receivable (net of $11,418 and $16,100 allowance)		739,840			175,237
Revenues in excess of billings		-			158,215
Inventory		900,938			639,806
Prepaid expenses		55,350			51,528
Total current assets		1,908,343			2,917,122
Property, plant and equipment, net		351,179			435,221
Long term deposits		17,988			18,488
Total assets	$	2,277,510		$	3,370,831
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	517,402		$	1,061,203
Deferred revenue		245,391			68,103
Dividends payable		864,013			444,013
Accrued liquidated damages		602,000			602,000
Billings in excess of revenue		1,221,338			366,064
Short term secured notes payable		1,225,000			-
Convertible debt, face value $1,225,0000, due June 27, 2008		28,892			-
Current portion of notes payable		197,756			141,600
Total current liabilities		4,901,792			2,682,983
Notes payable, less current portion		62,476			250,224
Total liabilities		4,964,268			2,933,207
Stockholders' deficit
Preferred stock:$.0001 par value; 60,000,000 shares authorized; 22,043,862 shares issued and outstanding		2,204			2,204
Common stock: $.0001 par value;200,000,000 shares authorized; 21,665,306 and 20,683,257 shares issued and outstanding		2,167			2,068
Additional paid-in capital		9,363,671			7,539,326
Accumulated deficit		(12,054,800	)		(7,105,974	)
Total stockholders' deficit		(2,686,758	)		437,624
Total liabilities and stockholders' deficit	$	2,277,510		$	3,370,831

See Notes to Consolidated Financial Statements

F-2

ADUROMED INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended
	December 31,
	2007			2006
Revenues
Contract revenues earned	$	1,744,238		$	4,138,720
Sales and service revenues		1,120,959			455,627
Total revenues		2,865,197			4,594,347
Cost of sales		1,775,896			3,292,658
Gross profit		1,089,301			1,301,689
Operating expenses
Salaries and wages		1,604,725			1,707,062
General and administrative expenses		1,991,409			2,647,614
Depreciation expense		90,621			59,811
Total operating expenses		3,686,755			4,414,487
Loss from operations		(2,597,454	)		(3,112,798	)
Other income and expenses
Interest income		24,794			77,608
Interest expense		(1,956,166	)		(247,121	)
Total other income and expenses		(1,931,372	)		(169,513	)
Net loss before income taxes		(4,528,826	)		(3,282,311	)
Provision for income tax benefit		-			-
Net loss	$	(4,528,826	)	$	(3,282,311	)
Basic and diluted net loss per common share	$	(0.24	)	$	(0.18	)
Weighted average common shares outstanding		20,977,732			20,643,910

See Notes to Consolidated Financial Statements

F-3

ADUROMED INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE TWO YEAR PERIOD ENDED DECEMBER 31, 2007

(per index)

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance December 31, 2005		6,263,702	$	626		19,001,152	$	1,900	$	3,300,100		$	(3,419,431	)	$	(116,805	)
Issuance of Series B preferred stock		15,780,160		1,578		-		-		5,009,392						5,010,970
Costs of issuance										(568,629	)					(568,629	)
Stock issued on note conversion						341,050		34		99,966						100,000
Stock issued on note conversion						341,050		34		99,966						100,000
Stock issued for purchase of AII(1) & recapitalization						1,000,005		100		(600,100	)					(600,000	)
Warrants and options issued for services										198,631						198,631
Preferred stock dividend													(404,232	)		(404,232	)
Net loss for the year		-		-		-		-		-			(3,282,311	)		(3,282,311	)
Balance December 31, 2006		22,043,862		2,204		20,683,257		2,068		7,539,326			(7,105,974	)		437,624
Stock issued on note conversion						397,163		40		91,308						91,348
Stock issued on note conversion						165,011		17		37,936						37,953
Stock issued for consulting services						375,000		38		86,212						86,250
Stock issued on employee stock option conversion						44,875		5		6,288						6,293
Warrants and options issued for services										1,602,601						1,602,601
Preferred stock dividend													(420,000	)		(420,000	)
Net loss for the year		-		-		-		-		-			(4,528,826	)		(4,528,826	)
Balance December 31, 2007		22,043,862	$	2,204		21,665,306	$	2,167	$	9,363,671		$	(12,054,800	)	$	(2,686,758	)

(1) Name changed from General Devices Inc to Aduromed Industries Inc.(AII) on January 30, 2007

See Notes to Consolidated Financial Statements

F-4

ADUROMED INDUSTIRES, INC.

CONSOLDIATED STATEMENTS OF CASH FLOWS

	Year ended
	December 31,
	2007			2006
Cash flows from operating activities:
Net loss	$	(4,528,826	)	$	(3,282,311	)
Adjustments to reconcile net loss to net cash used in operations:
Stock issued for services and interest		86,250			-
Warrants and options issued for services		471,758			198,631
Beneficial conversion feature		1,159,735
Depreciation expense		90,621			59,811
Bad debt write off		-			-
Write off fixed assets		7,170
Convert Capital lease to Operating lease		(7,123	)
Changes in operating assets and liabilities:
Accounts receivable		(564,603	)		(92,288	)
Revenues in excess of billings		158,215			(1,748	)
Inventory		(261,132	)		(593,765	)
Prepaid expenses		(3,822	)		(26,997	)
Long term deposits		500			64,472
Accounts payable and accrued liabilities		(963,800	)		423,778
Deferred revenue		177,288			34,432
Billings in excess of revenue		855,274			366,064
Interest on notes payable		11,700			11,700
Accrued dividends payable		420,000			404,232
Net cash used in operating activities		(2,890,795	)		(2,433,989	)
Cash flows from investing activities:
Purchase of fixed assets		(13,749	)		(415,625	)
Net cash used in investing activities		(13,749	)		(415,625	)
Cash flows from financing activities:
Acquisition of shell company		-			(600,000	)
Proceeds from convertible notes payable		1,275,000			-
Repayment of convertible note payable		(50,000	)		-
Repayments of notes payable		(6,870	)		492,551
Proceeds from stock options		6,293			-
Proceeds from issuance of preferred stock		-			5,010,970
Costs of issuance of preferred stock		-			(568,629	)
Net cash provided by financing activities		1,224,423			4,334,892
Increase in cash and cash equivalents		(1,680,121	)		1,485,278
Cash and cash equivalents, beginning of period		1,892,336			407,058
Cash and cash equivalents, end of period	$	212,215		$	1,892,336
Supplemental disclosures of cash flow information:
Cash paid for interest	$	85,441		$	38,013
Cash paid for income taxes	$	-		$	-
Supplemental disclosures of noncash investing and financing activities:
Conversion of note to stock	$	129,301		$	200,000

See Notes to Consolidated Financial Statements

F-5

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

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.

On June 27, 2007 the Company entered into a secured loan arrangement with various investors for gross proceeds of $1,275,000. The notes evidencing the loan have an original issue discount of 10%, bear interest at 12% per annum and have a maturity of six months. These loans are secured by the assets of the Company and are guaranteed by the Company’s wholly-owned subsidiary, Aduromed Corporation. In connection with the loan, the investors will also receive five year warrants to purchase a total of 2,550,000 shares of the Company’s common stock at a price of $0.38 per share (“Loan Warrants”). In the event that the Company consummates a financing involving the issuance of the Company’s common stock or securities convertible into such common stock and accompanying warrants (“Financing Warrants”) with gross proceeds of at least $1,500,000, the exercise price and anti-dilution provisions of the Loan Warrants will be reset to match the terms of the Financing Warrants. The net proceeds of the loan was approximately $1,047,175 after discounts, placement fees and expenses.

On December 27, 2007, in consideration for the issuance of additional warrants for the purchase of a total of 2,450,000 shares of the Company’s common stock, holders of $1,225,000 in principal amount of such secured loan arrangement agreed to extend the maturity of such loan to June 30, 2008. Such warrants will have a five year term and 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 (a “Qualified Financing”). As additional consideration for agreeing to such extension these holders were given the right to covert 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 Company has available cash and cash equivalents of approximately $212,215 at December 31, 2007 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-6

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. BUSINESS DESCRIPTION - ORGANIZATION

Effective January 30, 2007, the issuer (“AII” or “Company”) changed its corporate name from General Devices, Inc. to Aduromed Industries, Inc.

Effective January 23, 2006, the Company merged (the “Merger”) with Aduromed Corporation, a Delaware corporation (“Aduromed”), whereby Aduromed became the wholly-owned subsidiary of the Company and the former holders of the equity in Aduromed became holders of equity in AII. Aduromed is the Company’s sole operating entity. Reference is sometimes made to the “Companies” when describing the business and operations of the combined entities. Otherwise the term “Company” refers only to AII.

The Company designs, fabricates and installs systems to treat regulated medical waste on site. Its principal products are the Aduromed MedCleanÔ series systems. AII through its subsidiary, provides MedCleanÔ 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.

Pursuant to the terms of the Merger, each holder of a share of Aduromed's common stock (par value $0.01 per share) became entitled to 1.795 shares of AII’s Common Stock, and each holder of Aduromed's series A preferred stock (par value $0.01 per share) became entitled to 1.795 shares of AII’s Series A Preferred Stock. In addition, warrants previously issued to certain Aduromed Preferred Holders entitling them to purchase a total of 3,489,527 shares of Aduromed’s common stock at $0.68 per share were converted into AII warrants ("Series A Investor Warrants") to purchase 6,263,702 shares of AII Common Stock at $0.37883 per share.

Pursuant to the Merger, all warrants issued by Aduromed then outstanding ("Aduromed Warrants") were converted into warrants issued by AII to purchase AII shares of Common Stock at a conversion rate of 1.795 shares of AII Common Stock for each share covered by the Aduromed Warrants with an exercise price per share reduced by a corresponding factor of 1.795. The modifications of these options did not result in any additional stock compensation expense under FAS 123 (R).

Under the terms of the Merger, AII agreed to assume the obligations of Aduromed under the Securities Purchase Agreement, dated as of September 30, 2005, between the Aduromed Preferred Holders and Aduromed as amended by the Amended and Restated Securities Purchase Agreement dated as of January 23, 2006; and, pursuant thereto, on January 23, 2006 the Company issued 15,780,160 shares of AII Series B Preferred Stock and 15,780,160 warrants ("Series B Investor Warrants"), each to purchase 15,780,160 shares of AII Common Stock at $0.31754 and $0.37883 per share, respectively, to the Aduromed Preferred Holders in consideration for their investing an additional $5,010,970.04 in AII. (The Series A Investor Warrants and the Series B Investor Warrants are hereinafter referred to collectively, as the "Investor Warrants".)

F-7

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 is 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 year ending December 31, 2007 and 2006 amounting to 44,527,322 and 40,773,639 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 year ending December 31, 2007 and 2006 amounting to 22,043,862 for both periods 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:

	2007			2006
NUMERATOR FOR BASIC AND DILUTED EPS (LPS)
Net loss per statement of operations	$	(4,528,826	)	$	(3,282,311	)
Dividend payable to preferred stockholders		(420,000	)		(404,232	)
Net loss to common stockholders	$	(4,948,826	)	$	(3,686,543	)
DENOMINATOR FOR BASIC AND DILUTED EPS (LPS)
Weighted average shares of common stock outstanding		20,977,732			20,643,910
Basic and diluted EPS (LPS)	$	(0.24	)	$	(0.18	)

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.

F-8

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2007, the Company has no cash balances on deposit in one account with a financial institution in excess of the Federally insured limits by a total of approximately $112,000.

CONTROL BY PRINCIPAL STOCKHOLDERS

The directors, executive officers 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. For the years ended December 31, 2007 and 2006, we recognized approximately $913,000 or 32% and $1,722,000 or 37% respectively of total revenue in revenue from Aramark. The loss of our principal customer would 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 $11,418 and $16,100 as of December 31, 2007 and 2006, respectively.

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 December 31, 2007 and 2006:

	December 31,
	2007		2006
Vehicles		41,338		41,338
Office Furniture		164,525		179,709
Computers and Accessories		175,485		170,322
Leasehold Improvements		117,997		117,997
		499,345		509,366
Accumulated Depreciation		148,166		74,145
		351,179		435,221

F-9

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INVENTORY

The Company maintains an inventory, which consists primarily of component parts, spare parts and disposable goods. The inventory, using the average cost method, was $900,938 and $639,806 as of December 31, 2007 and 2006 respectively and is stated at the lower of cost or market. The following table summarizes these assets as of December 31, 2007 and 2006:

	2007		2006
Component & spare parts	$	742,310	$	528,734
Consumables		29,384		26,839
Advance payments		129,244		84,233
Total Inventory	$	900,938	$	639,806

BUSINESS COMBINATION

On January 30, 2007, the Company changed its corporate name from General Devices, Inc. to Aduromed Industries, Inc.

On January 23, 2006, Aduromed Corporation became the wholly owned subsidiary of Aduromed Industries Inc following the Merger and is the sole operating unit.

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.

F-10

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2007 and 2006 the Company had $245,391and $68,103 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 seven outstanding contracts at December 31, 2007 and three outstanding at December 31, 2006. The following table summarizes these outstanding contracts:

	Contract		Revenue		Amounts		Revenues in		Billings in excess
	Amount		Recognized		Billed		excess of Billings		of Revenues
Outstanding contracts at December 31, 2007
		1,327,930		683,593		1,327,930		-		644,337
		483,117		458,995		483,117		-		24,122
		231,257		12,447		12,447		-		-
		483,596		106,076		120,899		-		14,823
		257,820		-		257,820		-		257,820
		282,948		-		94,316		-		94,316
		559,594		5,611		191,531		-		185,920
		3,626,262		1,266,722		2,488,060		-		1,221,338
Outstanding contracts at December 31, 2006
		1,327,930		644,589		995,948		-		351,359
		1,961,600		1,946,895		1,961,600		-		14,705
		993,544		903,373		745,158		158,215		-
		4,283,074		3,494,857		3,702,706		158,215		366,064

F-11

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. SHORT TERM SECURED NOTES PAYABLE

On June 27, 2007 the Company entered into a secured loan arrangement with various lenders for $1,275,000. The notes have an original issue discount of 10%, bear interest at 12% per annum and have a maturity of six months. These loans are secured by the assets of the Company and are guaranteed by the Company’s wholly-owned subsidiary, Aduromed Corporation. The lenders received five year warrants to purchase a total of 2,550,000 shares of the Company’s common stock at a price of $0.38 per share. On December 27, 2007, in consideration for the issuance of additional warrants for the purchase of a total of 2,450,000 shares of the Company’s common stock, holders of $1,225,000 in principal amount of such secured loan arrangement agreed to extend the maturity of such loan to June 30, 2008. On December 27, 2007, the Company paid off $50,000 of the original note.

6. NOTES PAYABLE

The following table summarizes the Notes Payable outstanding as of December 31, 2007 and 2006

	Note Balance		Short Term		Long Term
Outstanding at December 31, 2007
	$	18,985	$	6,509	$	12,476
		50,000		-		50,000
		191,247		191,247		-
				197,756		62,476
Outstanding at December 31, 2006
	$	24,785	$	7,092	$	17,693
		8,192		5,208		2,984
		50,000		-		50,000
		129,300		129,300		-
		179,547		-		179,547
				141,600		250,224

F-12

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has a note payable on a vehicle purchase due to a third party. The note bears interest at 5.85%, requires payments of $591 per month through November 2010 and is secured by the purchased vehicle. The balance on the note at December 31, 2007 and December 31, 2006 was $18,985 and $24,785 respectively.

The Company has a note payable to a bank. The note is personally guaranteed by an officer of the Company, bears interest at the bank’s prime interest rate adjusted quarterly (7.755% at December 31, 2007 and 8.25% at December 31, 2006). The balance of $50,000 is due in 2012.

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. The following summarizes the balances due on December 31, 2007 and 2006:

	December 31,
	2007		2006
Principal	$	97,500	$	97,500
Accrued Interest		93,747		82,047
Total	$	191,247	$	179,547

In 2007, the Company transferred a note payable on a capital lease to an operating lease which will expire in 2009.

On August 27, 2007, the Company converted two promissory notes to shares of common stock. The holders of the notes received 397,163 shares and 165,011 shares of common stock respectively. The stock was valued at $0.23 per share.

7. INCOME TAXES

Income tax expense (benefit) consists of the following:

	Year ended December 31,
	2007			2006
Current
Federal	$	-		$	-
State		-			-
		-			-
Deferred
Federal		(1,453,412	)		(1,000,088	)
State		(337,479	)		(238,495	)
		(1,790,891	)		(1,238,583	)
Current and deferred		(1,790,891	)		(1,238,583	)
Valuation allowance		1,790,891			1,238,583
Total	$	-		$	-

F-13

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of income tax benefit to the amount computed using statutory federal rates is as follows:

	Year ended December 31,
	2007			2006
Tax at statutory rate	$	(1,585,019	)	$	(1,099,625	)
Non-deductible expenses		10,115			18,449
State income tax (benefit)		(215,987	)		(157,407	)
Valuation allowance		1,790,891			1,238,583
	$	-		$	-

The Company has implemented SFAS No. 109 “Accounting for Income Taxes”, which provides for a liability approach to accounting for income taxes. Total deferred tax assets and liabilities at December 31 are as follows:

	2007			2006
Deferred tax assets - Tax NOL	$	3,335,927		$	2,460,383
Valuation allowance		(3,335,927	)		(2,460,383	)
	$	-		$	-

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

The Company has available at December 31, 2007 unused federal and state net operating loss carry forwards totaling $9,921,079 that may be applied against future taxable income that expire in the years 2008 through 2021. The tax benefit of these net operating loss carry forwards, based on an effective tax rate of 40% is approximately $3,335,927. Management believes it is more likely than not that all of the deferred tax asset will not be realized. A valuation allowance has been provided for the entire deferred tax benefit.

8. LEASE COMMITMENTS

The Company leases office equipment and vehicles under operating leases with terms ranging from 13 months to 60 months. The annual non-cancelable operating lease payments on these leases are as follows:

2008	$	68,788
2009		36,768
2010		28,863
2011		16,933
2012		2,720
Thereafter		-
	$	154,072

F-14

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company entered into a lease agreement for 11,856 square feet of office and operations space in Bethel, Connecticut. Rent commenced on May 1, 2006 and will initially be at a cost of $8,151 per month plus taxes and certain other fees. The straight line monthly expense in accordance with SFAS 13 is $9,045. The lease is for a ten year term with two subsequently renewable five year terms. The annual non-cancelable lease payments subject to this lease are:

2008	$	99,788
2009		102,752
2010		105,716
2011		108,680
2012		111,644
Thereafter		353,111
	$	881,691

9. PREFERRED STOCK

On January 23, 2006, pursuant to the terms of the Merger, the former holders of 3,489,527 shares of Aduromed's series A preferred stock of (par value $0.01 per share) became holders of all 6,263,702 shares of the Company's designated Series A Preferred Stock (par value $0.0001) plus warrants to purchase 6,263,702 shares of the Company's common stock.

Concurrent with the Merger, the Company sold 15,780,160 shares of the Company's newly-designated Series B Preferred Stock (par value $0.0001), plus Series B Preferred Warrants to purchase an aggregate of 15,780,160 shares of the Company's common stock for $5,010,970.

Both series of preferred stock require the payment of dividends at 6% per annum.

AII has accrued $602,000 in liquated damages payable to its preferred stockholders.

Each share of Series A Preferred Stock and Series B Preferred Stock shall be convertible, at the option of the holder thereof upon exercise, without the payment of additional consideration, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the price paid for each share of Series A Preferred Stock and Series B Preferred Stock ($0.31755) by the conversion price (the original purchase price, subject to adjustment, among other things, for the issuance of any shares of Common Stock at a price below the price paid for the Series A Preferred Stock or Series B Preferred Stock). Under certain circumstances the Company may cause the conversion of all, but not less than all, of the Series A Preferred Stock and/or the Series B Preferred Stock into Common Stock provided that the closing price of the Common Stock has exceeded the conversion price of the Series A Preferred or the Series B Preferred Stock, as the case may be, by four times for at least twenty (20) trading days in a period of thirty (30) consecutive trading days.

On September 26, 2007, the number of authorized shares of Preferred Stock, par value $0.0001, was increased from 40,000,000 to 60,000,000

F-15

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. COMMON STOCK

On January 23, 2006, pursuant to the Merger Agreement the former holders of Aduromed's 10,965,600 outstanding shares of common stock (par value $0.01 per share) became the holders of 19,683,254 shares of common stock (par value $0.0001) of the 20,683,257 outstanding shares of the Company's common stock.

On January 31, 2006, 682,100 shares of common stock were issued to two convertible note holders who converted the full value of their notes at $0.29 per share for a value of $200,000.

On April 16, 2007, the number of authorized Common Stock, par value $0.0001, was increased from 100,000,000 to 130,000,000

From August 23, 2007 through December 31, 2007, 375,000 shares of common stock were issued to a business advisor and consultant to the Company as part of his compensation package. The stocks were valued at $0.30 per share for a total value of $112,500. The Company has a further obligation to issue 75,000 shares of common stock per month through August 22, 2008.

On August 27, 562,174 shares of common stock were issued to two note holders who converted the full value of their promissory notes at $0.23 per share for a value of $129,301.

On September 26, 2007, the number of authorized shares of Common Stock, par value $0.0001, was increased from 130,000,000 to 200,000,000

During 2007, 44,875 shares of common stock were issued pursuant to stock option agreements.

11. STOCK OPTIONS AND WARRANTS

The Company has issued detachable warrants along with convertible notes throughout 2005 to obtain bridge financing. The estimated value of the warrants has been added to paid-in-capital and amortized to interest expense over the lives of the loans.

The Company has adopted SFAS 123(R) for the accounting of employee stock options issued during 2005. Therefore, the estimated value of the options issued is amortized to compensation expense over their requisite service periods.

Stock option and warrant transactions are summarized as of December 31, 2007 and 2006 as follows:

	Stock Options				Warrants
	December 31,				December 31,
	2007		2006		2007		2006
Outstanding - beginning of year		10,927,774		10,477,774		29,845,865		11,861,319
Granted		460,000		450,000		5,229,500		17,984,546
Exercised		44,875		-		-		-
Forfeited		44,875		-		1,846,067		-
Outstanding - end of period		11,298,024		10,927,774		33,229,298		29,845,865

F-16

ADUROMED INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides certain information with respect to the above-referenced stock options and warrants outstanding at December 31, 2007:

					Weighted		Weighted
	Number		Exercise		Average		Average
	Outstanding		Price Range		Exercise Price		Life in Years
Options		11,298,024	$	0.05 - $0.55	$	0.21		5.2
Warrants		33,229,298	$	0.05 - $0.56	$	0.34		3.4

The following table provides certain information with respect to the above-referenced stock options and warrants exercisable at December 31, 2007:

	Number		Exercise		Average		Average
	Exercisable		Price Range		Exercise Price		Life in Years
Options		7,843,309	$	0.05 - $0.55	$	0.16		4.3
Warrants		33,229,298	$	0.05 - $0.56	$	0.34		3.4

The estimated fair values at date of grant were $.15 to $.42 for the options granted above, using the Black-Scholes option valuation model with the following assumptions:

Expected life in years	3 - 10
Interest rate	4.75% - 6%
Volatility	0.01% - 150%
Dividend yield	0%

Pursuant to the Merger, all warrants issued by Aduromed then outstanding ("Aduromed Warrants") were converted into warrants issued by AII to purchase AII shares of Common Stock at a conversion rate of 1.795 shares of AII Common Stock for each share covered by the Aduromed Warrants with an exercise price per share reduced by a corresponding factor of 1.795. The modifications of these options did not result in any additional stock compensation expense under FAS 123 (R).

12. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued Statement of Financial Accounting Standard 157, “Fair Value Measurements” (“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements.  SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  The Company is in the process of evaluating the impact of the adoption of SFAS No. 157 will have on the Company’s consolidated results of operations and financial condition and is currently not in a position to determine such effect.

On February 15, 2007, FASB issued SFAS No. 159, entitled “The Fair Value Option for Financial Assets and Financial Liabilities.”  The guidance in SFAS No. 159 “allows” reporting entities to “choose” to measure many financial instruments and certain other items at fair value.  The objective underlying the development of this literature is to improve financial reporting by providing reporting entities with the opportunity to reduce volatility in reported earnings that results from measuring related assets and liabilities differently without having to apply complex hedge accounting provisions, using the guidance in SFAS No. 133, as amended, entitled “Accounting for Derivative Instruments and Hedging Activities”.  The provisions of SFAS No. 159 are applicable to all reporting entities and are effective as of the beginning of the first fiscal year that begins subsequent to November 15, 2007. We do not believe this new accounting standard will have a material impact on our financial condition or results of operations.

F-17

Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Previously reported

Item 9A - CONTROLS AND PROCEDURES

As of the end of the period 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 that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective to ensure information requiring disclosure by the Company in reports which it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

The Company's management is responsible for establishing, designing and maintaining internal controls over financial reporting that provide reasonable assurance to our Board of Directors and shareholders that the financial statements prepared are fairly presented. We have set assessment criteria in accordance with the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control's Integrated Framework. For the year ended December 31, 2007 we have made no changes in internal controls and we believe our internal control over financial reporting are effective at a reasonable assurance level based on said criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to a temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Item 9B - OTHER INFORMATION

None

21

PART III

Item 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS.

As of March 30, 2008 the directors and executive officers both AII and Aduromed were as follows:

Damien R. Tanaka	64	Director, President and CEO
Kevin T. Dunphy	59	Director, Chief Financial Officer and Treasurer
Jay S. Bendis	61	Director
Elan Gandsman	66	Director
Ronald A. LaMorte	70	Director
Paul Farrell	44	Director

Following is a brief summary of the background and experience of each director and executive officers of AII and Aduromed:

Mr. Tanaka is the Chairman, President and CEO of AII and has been the President and Chief Executive Officer of Aduromed since its organization in 2002. He had comparable executive responsibilities as a member and manager of Aduromed's predecessor, a Connecticut Limited Liability Company formed in 1997 and reorganized in 2002 under the Delaware General Corporation Law as the present Aduromed Corporation.

By the terms of his employment agreement, Mr. Tanaka will serve for a term continuing until September 28, 2010, with automatic one-year renewals thereafter. Mr. Tanaka’s employment agreement contains covenants of confidentiality and assignments of proprietary intellectual property rights.

Mr. Tanaka owns, beneficially and of record, 8,257,000 shares, or approximately 37.7% of the issued and outstanding Common Stock, with options and warrants to purchase an additional 6,313,166 shares of Common Stock at $0.0557 per share.

Kevin T. Dunphy has been the Chief Financial Officer and Treasurer of AII and Aduromed since 2005. He is a member of the board of directors of both companies. From 1999 through 2004 he held various accounting and finance positions at FuelCell Energy, Inc. in Danbury, Connecticut, a company engaged in development and manufacture of high temperature fuel cell products. From July to December 2004 he served as FuelCell’s Director of Finance Technology Group; previous to that he was its Corporate Controller. During the period from January to May 2005 he was an independent consultant. Mr. Dunphy holds a BS degree in accounting from Mercy College and an MBA from Long Island University.

By the terms of his employment agreement, Mr. Dunphy will serve for a term continuing until September 28, 2010, with automatic one-year renewals thereafter. Mr. Dunphy’s employment agreement contains covenants of confidentiality and assignments of proprietary intellectual property rights.

Mr. Dunphy holds options to purchase 987,249 shares of Common Stock at $0.1393 per share, of which options to purchase 658,167 shares are fully vested with the balance vesting on June 1, 2008.

Mr. Bendis has, during the past five years, been president of Transfer Technology Consultants in Akron, Ohio, specializing in transferring new product concepts from design to commercialization. In 2005 he became president and CEO of Clinical Analysis Corp., which has developed a hand-held diagnostic system for patient point care testing. He is presently a partner in the Crystal Corridor Group which works with Kent State University's Liquid Crystal Institute in facilitating liquid crystal technology. Since 2003 he has served as chairman of the board of Imaging Diagnostic Systems in Plantation, Florida, a company that has developed an imaging device to aid in detection and management of breast cancer. He holds a BA degree in marketing from Kent State University. Mr. Bendis owns 269,250 shares of the Company’s Common Stock and options to purchase 100,000 shares of the Company’s Common Stock. 
 

22

Dr. Gandsman has since 1993 been Director of Environmental Health and Safety at Yale University in New Haven, Connecticut. He holds a BS degree in physics and math from the University of Buenos Aires, and MSc and PhD degrees in physics from Tel Aviv University. Mr. Gandsman owns options to purchase 100,000 shares of the Company’s Common Stock.

Mr. LaMorte is a Certified Public Accountant. During the period from 1999 through 2003, and for several years prior thereto, he had been a Managing Principal of Dworken, Hillman, LaMorte & Sterczala, a public accounting firm in Shelton, Connecticut. He retired from the firm in December 2003. Mr. LaMorte holds a BS degree from the University of Connecticut. Mr. LaMorte owns options to purchase 100,000 shares of the Company’s Common Stock.

Mr. Farrell is a Managing Director of Pequot Capital Management, Inc. responsible for covering a diversified number of sectors for the small/mid cap strategy with a primary focus on the financial services, industrial and consumer industries. Mr. Farrell joined Pequot Capital Management in 2001. Previously, he was a Partner at WR Capital Partners, LLC. Prior to that, he held several positions at Goldman Sachs Asset Management, including Managing Director and Chief Investment Officer of the U.S. value investment team. Before Goldman, he was a Managing Director and portfolio manager at Plaza Investments. Mr. Farrell received a BA and MA in economics from Yale University.

SIGNIFICANT EMPLOYEES

Stephen Birch	36	Vice President of Business Development of Aduromed Corporation
Robert C. Meyer	52	Vice President of Operation and Marketing of Aduromed Corporation
Timothy R. Hertweck	53	Vice president of Sales of Aduromed Corporation

Mr. Birch is Vice President Business Development of Aduromed. From 2000 to August, 2002 he had served as Manager, Quality Assurance, and Assistant Vice President, Internet Technology at Martha Stewart Living Omnimedia, Inc. in New York City. Thereafter, he was an independent consultant to Aduromed until October 1, 2005 when he joined the company as an employee. Since then he has been engaged in Aduromed's business development. He executed a five (5) year employment contract with Aduromed, dated as of September 30, 2005, to act as Aduromed's Vice President for business development. Mr. Birch owns 231,591 shares of Common Stock of the Company, plus presently exercisable options to purchase 1,525,750 shares of the Company's Common Stock. Mr. Birch holds a BS degree from Oklahoma State University.

Mr. Meyer joined Aduromed as its Vice President Operations and Marketing on January 1, 2006. With his background from 1996 to 1999 in developing market strategies for innovative consumer products as a vice president of the Pepsi-Cola Company, in Purchase, New York, he then became associated, during the period 2000-2003, with the consulting firm Advanced Materials Partners, Inc. in New Canaan, Connecticut, as Vice President, assisting clients in development of innovative products. In 2004 he was Executive Vice President of CCM Marketing Communications, Inc., New York City advertising and promotion firm with clients in the consumer products area. He left CCM later in 2004 and throughout 2005 has been Managing Partner of Insight to Innovation, LLC, in Wilton Connecticut, a consulting firm devoted to developing growth strategies and product innovations for its clients. It was in that capacity as a consultant in 2005 that he commenced his association with Aduromed. Mr. Meyer owns 179,500 shares of the Company's Common Stock, plus options vesting over the next three years to purchase (i) 150,000 shares of Common Stock at $0.55 per share and (ii) 300,000 shares of Common Stock at $0.30 per share. Mr. Meyer holds a BS degree in mechanical engineering from Trinity College, an MME in mechanical engineering from Rensselaer Polytechnic Institute and an MBA from the Columbia Graduate School of Business.

Mr. Hertweck joined Aduromed on January 1, 2006, as its Vice President Sales. During the past five years he has been President of Portfolio Management Associates, Inc., a consulting firm in Exeter, Connecticut founded by him dealing in merger, acquisition and turnaround situations for companies that had included Aduromed. Mr. Hertweck owns 463,290 shares of the Company's Common Stock plus options vesting over the next two years to purchase 150,000 shares of Common Stock at $0.55 per share. Mr. Hertweck holds a BA degree in political science from Wagner College.

23

COMPLIANCE WITH SECTION 16(a)

Based solely upon its review of copies of Forms 3, 4 and 5 received by it or representations from certain reporting persons, the Company believes that during the fiscal year ended December 31, 2007 there were no delinquencies with the Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders.

CODE OF ETHICS

The Company has adopted a Code of Ethics applicable to its directors and officers (including its principal executive officer and principal financial officer). Stock holders may write to Ms. Carey Nevin, Administrative Manager, at the Company’s executive office, 3 Trowbridge Drive, Bethel, Connecticut 06801 to request a copy of the Code of Ethics, and the Company will provide a copy without charge. The Company’s Code of Ethics is also available on the Company’s website at www.aduromed.com.

AUDIT COMMITTEE FINANCIAL EXPERT

AII has a standing audit committee comprised of three members of its Board of Directors. Mr. LaMorte serves as a member of the committee and acts as its “audit committee financial expert” as that term is used in Item 407 of Regulation S-K (17 CFR 229.407) and is “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act.

Item 11. - EXECUTIVE COMPENSATION

The following table sets forth the aggregate cash compensation paid by the Company to (i) its Chief Executive Officer and (ii) its two most highly compensated officers whose cash compensation exceeded $100,000 for services performed during the two years ended December 31, 2007.

Annual Compensation							Long Term Compensation
									Awards				Payouts
Name and Principal Position	Year		Salary ($)		Bonus ($)		Other Annual Compensation ($)		Restricted Stock Award(s) ($)		Securities Underlying Options SARs (#)		LTIP Payouts ($)		All Other Compensation ($)
Damien Tanaka Chairman, President/CEO		2007 2006		250,000 247,209		-0- -0-		-0- -0-		-0- -0-		-0- -0-		-0- -0-		38,928(1) 37,025(1)
Kevin Dunphy CFO		2007 2006		150,000 137,161		-0- -0-		-0- -0-		-0- -0-		-0- -0-		-0- -0-		23,337(2) 17,649(2)
Stephen Birch VP Business Development (Aduromed Corporation)		2007 2006		160,000 158,945		-0- -0-		-0- -0-		-0- -0-		-0- -0-		-0- -0-		13,148(3) 10,928(3)

(1) For the years 2007 and 2006, includes perquisites covering supplemental term life insurance amounting to $8,279 and $10,907, use of a motor vehicle $1,498 and $2,016, disability benefits amounting to $22,053 and $18,812 and club membership amounting to $7,098 and $5,290 respectively. Mr. Tanaka does not receive any separate compensation for acting as a director of the Company or Aduromed.

(2) For the years 2007 and 2006, includes perquisites covering supplemental term life insurance amounting to$2,858 each year, use of a motor vehicle amounting to $2,202 and $2,738, disability benefits amounting to $12,359 and $8,751 and club membership amounting to $5,918 and $3,302 respectively. Mr. Dunphy does not receive any separate compensation for acting as a director of the Company or Aduromed.

24

(3) For the years 2007 and 2006 includes perquisites covering supplemental term life insurance amounting to $633 and $814, use of a motor vehicle amounting to $1,278 and $2,022, disability benefits amounting to $6,886 and $4,390 and club membership amounting to $4,351 and $3,702 respectively.

The Company has a five-year employment agreement with Mr. Tanaka, dated September 30, 2005, providing that he will act as President and Chief Executive Officer of the Company and Aduromed at a minimum annual base salary of $250,000.00, to be reviewed each year by the board of directors, plus a cash bonus based upon the Company’s attainting financial objectives determined annually by the board, not to exceed 100% of his base salary.

The Company has a five-year employment agreement with Mr. Dunphy, dated September 30, 2005, providing that he will act as Chief Financial Officer of the Company and Aduromed at a minimum annual base salary of $150,000.00, to be reviewed each year by the board of directors, plus a cash bonus based upon the Company’s attaining financial objectives determined annually by the board, not to exceed 100% of his base salary.

The employment agreement with Mr. Birch provides that he will act as Vice President Business Development of Aduromed at a minimum annual base salary of $160,000, to be reviewed each year by the board of directors, plus a cash bonus based upon Aduromed's attaining financial objectives determined annually by the board, not to exceed 100% of his base salary. The commencement date of his employment was October 1, 2005 and the agreement is for a five year term.

We do not have any annuity, retirement, pension or deferred compensation plan or other arrangements under which any executive officers are entitled to participate without similar participation by other employees. No options were granted to any of the named executives in 2007 or in 2006.

			Individual Grants
(a)	(b)		(c)		(d)		(e)
Name	Number of Securities Underlying Options/ SARs Granted (#)		% of Total Options/ SARS Granted to Employee(s) in Fiscal Year		Exercise on Base Price ($/Sh)		Expiration Date
Damien Tanaka		-0-		-0-		-0-		-0-
Kevin Dunphy		-0-		-0-		-0-		-0-
Stephen Birch		-0-		-0-		-0-		-0-

Fiscal Year End Option Value
Name	Number of Securities Underlying Unexercised Options at December 31, 2007 Exercisable/Unexercisable		Value of Unexercised In-the-Money Options At December 31, 2007 Exercisable ($)
Damien Tanaka		3,006,625/2,409,041	$	283,525
Kevin Dunphy		658,167/871,117	$	-0-
Stephen Birch		1,525,750/1,023,843	$	-0-

25

The following table sets forth the aggregate cash and other compensation paid by the Company to its independent directors for the year ended December 31, 2007.

Name	Fees earned or paid in cash ($)		Stock Awards ($)		Option Awards ($)
Jay Bendis		14,500		-0-		5,297
Elan Gandsman		15,000		-0-		5,297
Ronald LaMorte		15,500		-0-		5,297
Paul Farrell		-0-		-0-		-0-

Directors also receive customary reimbursement for out-of-pocket expenses. Payments are made on quarterly basis.

Combined meetings of the boards of directors of AII and Aduromed are considered a single meeting for purposes of the foregoing compensation schedule, while the same schedule will apply to any separate meetings of Aduromed's board of directors.

Item 12- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.

The Company has no equity compensation plans, and therefore no securities reserved for such purposes.

The following table and footnotes set forth as of March 14, 2008, the number and percentage of the outstanding shares of Common Stock and Series A and Series B Preferred Stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of AII, (ii) each executive officer, (iii) all current directors and executive officers of AII as a group, and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding (i) Common Stock, and (ii) the Series A and Series B Preferred Stock.

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

26

Security Ownership of Beneficial Owners of More than 5% of Each Class of AII’s Voting Securities
Title of	Name and Address of		Amount and Nature of		Percentage
Security	Beneficial Owner		Beneficial Ownership		of Class *
Common
Stock		Damien R. Tanaka(1)(7)		14,570,166		33.16	%
		3 Trowbridge Drive
		Bethel, CT 06801
Common
Stock		Norman C. Kristoff(2)		1, 615,500		3.68	%
		194 Upper Troy Road
		Fitzwilliam, NH 03447
Common
Stock		Crown Capital Pty Ltd.(3)		2,647,625		6.03	%
		45 View Street
		Peppermint Grove
		Western Australia 6011
		Australia
Common
Stock		Christopher J. and Jill L.		1,662,357		3.79	%
		Winners (JTWROS)(4)
		2100 Yacht Mischief
		Newport Beach, CA 92660
Series A and		Pequot Capital Management, Inc.(5)(7)		27,840,108		63.37	%
Series B		500 Nyala Farm Road
Preferred		Westport, CT 06880
Series A and		Sherleigh Associates Inc.		16,247,762		36.98	%
Series B		Defined Benefit Pension Plan(6)(7)
Preferred		920 Fifth Avenue #3B
		New York, NY 10021
		153 E. 53rd Street, 55th Floor
		New York, NY 10022

* The Series A and B Preferred shares have equal voting rights with the outstanding shares of common stock, therefore Percentage of Class has been determined based upon the total outstanding shares of common stock plus the total outstanding shares of Preferred Stock, and, in the case of each person or group, the securities such person or group has the right to acquire within 60 days. Holders who would own 5% or more of the common stock based solely upon the outstanding number of shares of common stock have also been included in the table.

(1) Consists of (i) 8,257,000 shares owned of record, (ii) 897,500 shares issuable upon exercise of warrants at an exercise price of $0.0557 per share, and (iii) 5,415,665.78 shares issuable upon exercise of options at an exercise price of $0.0557 per share. Brothers and sisters of Mr. Tanaka own 179,500 shares of Common Stock of record with respect to which Mr. Tanaka disclaims beneficial ownership.

(2) Consists of (i) 1,346,250 shares owned of record, and Mr. Kristoff’s indirect interest in 269,250 shares of record held by Delphinian Quest Advisors, LLC. Mr. Kristoff owns a 50% voting membership interest in Delphinian Quest Advisors, LLC. Mr. Kristoff’s mother, Stelle Kristoff, owns of record 364,385 shares of Common Stock with respect to which Mr. Kristoff disclaims beneficial ownership.

(3) Consists of (i) 1,795,000 shares owned of record and (ii) 852,625 shares issuable upon exercise of warrants at an exercise price of $0.56 per share.

(4) Consists of (i) 944,357 shares owned of record and (ii) 718,000 shares issuable upon exercise of warrants at an exercise price of $0.5571 per share. All of these outstanding shares and warrants are owned by Christopher J. Winners and Jill L. Winners jointly as joint tenants with rights of survivorship.

(5) Consists of (i) 14,171,054 shares of preferred stock owned of record and immediately convertible into an equal number of common shares, and (ii) 13,669,054 shares issuable upon exercise of Series A and Series B warrants at an exercise price of $0.37883 per share Pequot Capital Management, Inc. is the investment manager for Pequot Scout Fund L.P., Pequot Mariner Master Fund, L.P., Pequot Navigator Offshore Fund, Inc., Premium Series PCC Limited--Cell 33 and Pequot Diversified Master Fund, Ltd. (collectively the "Funds") and holds all voting (except for those shares held by Premium Series PCC Limited--Cell 33) and dispositive power for all shares held of record by the Funds and may be deemed the beneficial owner of such shares. Pequot Capital Management, Inc. disclaims beneficial ownership of all shares held therein. The sole director and controlling stockholder of Pequot Capital Management, Inc. is Arthur J. Samberg.

(6) Consists of (i) 7,872,808 shares of preferred stock owned of record and immediately convertible into an equal number of common shares, and (ii) 8,374,807 shares issuable upon exercise of Series A and Series B warrants at an exercise price of $0.37883 per share

(7) In accordance with the Stockholders Agreement, Pequot Capital Management, Inc. and Sherleigh Associates Inc. Defined Benefit Plan have the right to two (2) nominees to be elected members of the Company’s seven (7) member board of directors, and at least one (1) of their designees to be appointed to each committee of the board; and for so long as Mr. Tanaka remains the president and chief executive officer of the Company, the parties will cause five (5) of his nominees to be elected to the Company's board of directors.

27

Security Ownership of Management (Directors and Executive Officers)
Title of	Name and Address of		Amount and Nature of		Percentage
Security	Beneficial Owner		Beneficial Ownership		of Class*
Common
Stock		Damien R. Tanaka(1)		14,570,166		33.16	%
		3 Trowbridge Drive
		Bethel, CT 06801
Common
Stock		Kevin T. Dunphy(2)		658,166.66		<1	%
		3 Trowbridge Drive
		Bethel, CT 06801
Common
Stock		Jay S. Bendis (3)		369,250		<1	%
		71 Springcrest Drive
		Akron, OH 44333
Common
Stock		Paul D. Farrell (4)		-------		-------
		Pequot Capital Management, Inc.
		500 Nyala Farm Road
		Westport, CT 06880
Common
Stock		Ronald A. LaMorte (5)		100,000		<1	%
		36 Haystack Hill Road
		Orange, CT 06470
Common
Stock		Elan Gandsman (6)		100,000		<1	%
		135 College Street
		New Haven, CT 06510
Common
Stock		All Directors and		15,797,582.67		35.96	%
		Executive Officers
		As a Group
Preferred
Stock		All Directors and Executive Officers		-0-
		As a Group(4)

 

* The Series A and B Preferred shares have equal voting rights with the outstanding shares of common stock, therefore Percentage of Class has been determined based upon the total outstanding shares of common stock plus the total outstanding shares of Preferred Stock, and, in the case of each person or group, the securities such person or group has the right to acquire within 60 days.

(1) Consists of (i) 8,257,000 shares owned of record, (ii) 897,500 shares issuable upon exercise of warrants at an exercise price of $0.0557 per share, and (iii) 5,415,665.78 shares issuable upon exercise of options at an exercise price of $0.0557 per share. Brothers and sisters of Mr. Tanaka own 179,500 shares of Common Stock of record with respect to which Mr. Tanaka disclaims beneficial ownership.

(2) Consists of 658,166.66 shares issuable upon exercise of options at an exercise price of $0.1393 per share.

(3) Consists of (i) 269,250 shares held of record (ii) 50,000 shares issuable upon exercise of options at an exercise price of $0.40 per share, and (iii) 50,000 shares issuable upon exercise of options at an exercise price of $0.55 per share.

(4) Mr. Farrell has been appointed as a director of the Company by the Preferred Holders in accordance with the Stockholders Agreement. Mr. Farrell (Managing Director) is an employee of Pequot Capital Management, Inc., which holds voting (except for Premium Series PCC Limited--Cell 33) and dispositive power for all shares held of record by the Funds.

(5) Consists of (i) 50,000 shares issuable upon exercise of options at an exercise price of $0.40 per share, and (ii) 50,000 shares issuable upon exercise of options at an exercise price of $0.55 per share.

(6) Consists of (i) 50,000 shares issuable upon exercise of options at an exercise price of $0.40 per share, and (ii) 50,000 shares issuable upon exercise of options at an exercise price of $0.55 per share.

Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During 2007 the following directors of the Company were “independent” in accordance with standards applied by the NASDAQ: Jay Bendis, Elan Gandsman, Ronald A. LaMorte, and Paul Farrell. All members of the Compensation Committee and the Nominating Committee are independent in accordance with standards applied by the NASDAQ. NASDAQ further requires that members of the Audit Committee satisfy the standards for independence set forth in the Sarbanes-Oxley Act of 2002 (“SOX”). All members of the Audit Committee were independent pursuant to the standards for independence set forth in SOX during 2007.

For each director identified as independent above, there were no transactions, relationships or arrangements not disclosed pursuant to Item 404(a) that were considered by the board of directors under the applicable independence definitions in determining that the director is independent.

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Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following tables set forth the fees billed to us for the periods covered by this report by our accountants:

Audit and Non-Audit Fees Paid to Our Current Auditor, Child, Van Wagoner & Bradshaw, PLLC:

	Fiscal Year Ended			Fiscal Years Ended
	December 31, 2007			December 31, 2006
Audit and
Audit Related Fees	$	36,130		$	27,000
Tax Fees		None			None
All Other Fees	$	2,500(1	)	$	14,500(1	)

(1)All other fees paid to Child Van Wagoner & Bradshaw, PLLC are related to the issuance of our Form SB-2

Audit and Non-Audit Fees Paid to Amper, Politziner & Mattia, P.C.

	Fiscal Year Ended		Fiscal Year Ended
	December 31, 2007		December 31, 2006
Audit and
Audit-Related Fees	$	0	$	0
Tax Fees		None		None
All Other Fees	$	0	$	21,000(1	)

(1) All other fees paid to Amper Politiziner & Mattia, P.C. are related to the issuance of our Form SB-2

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Item 15 - EXHIBITS

All reference to Registrant’s Forms 8-K, 10-KSB, 10-QSB include reference to File No. 000-03125.

Number Description of Exhibit

2.1	Agreement and Plan of Merger, dated as of December 7, 2005 by and among the Registrant, GD MergerSub, Inc. and Aduromed (incorporated by reference to Exhibit 2.1 to Registrant’s Form 8-K, filed December 12, 2005).
2.2	Amended and Restated Agreement and Plan of Merger, dated as of January 23, 2006, by and among the Registrant, GD MergerSub, Inc., GD MergerSub II, Inc. and Aduromed (incorporated by reference to Exhibit 2 to Registrant’s Form 8-K/A, filed January 31, 2006).
2.3	Certificate of Merger of GD MergerSub II, Inc. with and into Aduromed, filed January 23, 2006 with Delaware Secretary of State (incorporated by reference to Exhibit 2 to Registrant's Form 8K/A, filed January 31, 2006).
3.1	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 Bylaws (incorporated by reference to Registrant's Proxy Statement on Schedule 14A filed July 14, 2000).
4.1	Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to Registrant’s Form 10-KSB, filed April 21, 2006).
4.2	Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to Registrant’s Form 10-KSB, filed April 21, 2006).
4.3	Certificate of Designations of Series A Preferred Stock (incorporated by reference to Exhibit 4.4 to Registrant’s Form 10-KSB, filed April 21, 2006).
4.4	Certificate of Designations of Series B Preferred Stock (incorporated by reference to Exhibit 4.5 to Registrant’s Form 10-KSB, filed April 21, 2006).
4.5	Loan and Security Agreement, dated as of June 27, 2007, by and among Aduromed Industries, Inc., Aduromed Corporation and the investors named on the signature pages thereto (incorporated by reference to Exhibit 4.01 to Registrant’s Form 8-K, filed July 2, 2007).
4.6	Form of Secured Promissory Note (incorporated by reference to Exhibit 4.02 to Registrant’s Form 8-K, filed July 2, 2007).
4.7	Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.03 to Registrant’s Form 8-K, filed July 2, 2007).
4.8	Subsidiary Guarantee, dated as of June 27, 2007, from Aduromed Corporation in favor of the investors named on the signature pages of the Loan and Security Agreement (incorporated by reference to Exhibit 4.04 to Registrant’s Form 8-K, filed July 2, 2007).
10.1	Agreement, dated as of September 1, 2004, between Registrant’s wholly owned subsidiary, Aduromed Corporation, and Aramark Management Services Limited Partnership (incorporated by reference to Exhibit 10.1 to Registrant’s Form 10-KSB/A, filed November 11, 2006). (portions of this exhibit subject to confidential treatment application are omitted and filed separately with the Securities and Exchange Commission).
10.2	Agreement, dated as of April 8, 2004, between Registrant’s wholly-owned subsidiary, Aduromed Corporation, and Weima America, Inc. (incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-KSB/A, filed November 11, 2006). (portions of this exhibit subject to confidential treatment application are omitted and filed separately with the Securities and Exchange Commission).
10.3	Employment Agreement, dated as of September 23, 2005, between the Registrant's wholly-owned subsidiary, Aduromed Corporation, and Damien R. Tanaka (incorporated by reference to Exhibit 10.3 to Registrant’s Form 10-KSB, filed April 21, 2006).

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Number Description of Exhibit

10.4	Employment Agreement, dated as of January 23, 2006, between the Registrant and Damien R. Tanaka (incorporated by reference to Exhibit 10.3 to Registrant’s Form SB-2, filed March 24, 2006).
10.5	Employment Agreement, dated as of September 23, 2005, between Registrant's wholly-owned subsidiary, Aduromed Corporation,, and Kevin T. Dunphy (incorporated by reference to Exhibit 10.4 to Registrant’s Form 10-KSB, filed April 21, 2006).
10.6	Employment Agreement, dated as of January 23, 2006, between the Registrant and Kevin T. Dunphy (incorporated by reference to Exhibit 10.5 to Registrant’s Form SB-2, filed March 24, 2006).
10.7	Stock Option Agreement, dated as of September 23, 2005, between Aduromed Corporation and Damien R. Tanaka (incorporated by reference to Exhibit 10.5 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.8	Amended and Restated Stock Option Agreement, dated as of January 23, 2006, among Registrant, Aduromed Corporation and Damien R. Tanaka.(incorporated by reference to Exhibit 10.6 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.9	Stock Option Agreement, dated as of September 23, 2005, between Aduromed Corporation and Kevin T. Dunphy. (incorporated by reference to Exhibit 10.7 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.10	Amended and Restated Stock Option Agreement, dated as of January 23, 2006, among Registrant, Aduromed Corporation and Kevin T. Dunphy. (incorporated by reference to Exhibit 10.8 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.11	Stock Option Agreement, dated as of September 23, 2005, between Aduromed Corporation and Stephen Birch. (incorporated by reference to Exhibit 10.9 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.12	Amended and Restated Stock Option Agreement, dated as of January 23, 2006, among Registrant, Aduromed Corporation and Stephen Birch. (incorporated by reference to Exhibit 10.10 to Registrant’s Form SB-2/A, filed August 14, 2006)
10.13	Amended and Restated Stock Purchase Agreement, dated as of January 23, 2006, by and among Halter Capital Corporation, Aduromed and the Registrant (incorporated by reference to Exhibit 99.1 to Registrant’s Form 8-K/A, filed January 31, 2006).
10.14	Amended and Restated Securities Purchase Agreement, dated as of January 23, 2006, by and among the Registrant, Aduromed and certain investors (incorporated by reference to Exhibit 99.3 to Registrant’s Form 8-K/A, filed January 31, 2006).
10.15	Amended and Restated Registration Rights Agreement, dated as of January 23, 2006, by and among Registrant, Aduromed and certain investors (incorporated by reference to Exhibit 99.4 to Registrant’s Form 8-K/A, filed January 31, 2006).
10.16	Amended and Restated Stockholders Agreement, dated as of January 23, 2006, by and among the Registrant, Aduromed and certain stockholders of Registrant (incorporated by reference to Exhibit 99.5 to Registrant’s Form 8-K/A, filed January 31, 2006).
10.17	Lease Agreement, dated February 3, 2006, by and between Aduromed Corporation and Cheyenne Company, LLC, relating to premises at 3 Trowbridge Drive, Bethel, CT 06801. (incorporated by reference to Exhibit 10.15 to Registrant’s Form SB-2/A, filed November 9, 2006).
10.18	Amendment, dated February 25, 2006, to Agreement, dated as of September 1, 2004, between Registrant's wholly owned subsidiary, Aduromed Corporation, and Aramark Management Services Limited Partnership. (incorporated by reference to Exhibit to Registrant’s Form 8-K, filed , 2006).
10.19	Amendment, dated March 28, 2007, to Agreement, dated as of September 1, 2004, between Registrant's wholly owned subsidiary, Aduromed Corporation, and Aramark Management Services Limited Partnership. (portions of this exhibit subject to confidential treatment application are omitted and filed separately with the Securities and Exchange Commission).*
16.1	Letter on change of certifying accountant, dated February 9, 2006, from Amper, Politziner & Mattia, P.C. to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to Registrant’s Form 8-K filed February 9, 2006).
21.1	Subsidiaries of Registrant: Aduromed Corporation (Del.) — Company does business under its corporate name. GD MergerSub, Inc. (Del.) — inactive
31.1	Rule 13a-14(a)/15d-14a Certification.*
31.2	Rule 13a-14(a)/15d-14a Certification.*
32.1	Section 1350 Certification.*

* Filed herewith

(b) Report on Forms 8-K: December 31, 2007.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADUROMED INDUSTRIES, INC.
Dated: March 31, 2008	By:	/s/ Damien R. Tanaka
		Damien R. Tanaka
		Chairman and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons of the Registrant and in the capacities and on the dates indicated:

Dated March 31, 2008	/s/ Damien R. Tanaka
	Damien R. Tanaka
	Chairman, CEO and Director
	(Principal Executive Officer)
Dated March 31, 2008	/s/ Kevin T. Dunphy
	Kevin T. Dunphy
	Treasurer, CFO and Director
	(Principal Financial Officer)
Dated: March 31, 2008	/s/ Jay S. Bendis
	Jay S. Bendis, Director
Dated: March 31, 2008	/s/ Elan Gandsman
	Elan Gandsman, Director
Dated: March 31, 2008	/s/ Ronald A. LaMorte
	Ronald A. LaMorte, Director
Dated: March 31, 2008	/s/ Paul Farrell
	Paul Farrell, Director

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