SC 13D 1 v125582_sc13d.htm Unassociated Document

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 
Aduromed Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00739T104
(CUSIP Number)

Scott Grisanti
1554 Anderson Avenue
Fort Lee, NJ 07024
917-601-2899
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 4, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 

 
 
1
NAMES OF REPORTING PERSONS:
 
Scott Grisanti
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) o 
(a)  o  
(b)  o 
 
3
 
 
SEC USE ONLY:
 
 
4
 
SOURCE OF FUNDS (SEE INSTRUCTIONS):
 
PF
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
 
o 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
USA
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
 
7
 
SOLE VOTING POWER:
 
61,333,333(1)
 
8
 
SHARED VOTING POWER:
 
61,333,333(1)
 
9
 
SOLE DISPOSITIVE POWER:
 
61,333,333(1)
 
10
 
SHARED DISPOSITIVE POWER:
 
61,333,333(1)
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
 
61,333,333(1)
 
12
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
 
¨ 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
11.18%(2)
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
 
IN 
 
(1)
 
Reflects (i) 20,000,000 outstanding shares (ii) 36,000,000 shares issuable upon exercise of warrants at an exercise price of $0.025 per share and (iii) 5,333,333 issuable upon exercise of an option at an exercise price of $0.025 per share.
 
 
(2)
 
Calculated on the basis of 548,604,311 shares of Common Stock of the Issuer outstanding as of September 3, 2008 (as provided by the Issuer).
 
 



ITEM 1.
SECURITY AND ISSUER
Title of Class of Securities:   Common Stock $.0001 par value (the “Shares”)
 
Name and Address of Issuer:
 
Aduromed Industries, Inc. (the “Issuer”)
 
3 Trowbridge Drive
 
Bethel, CT 06896
 
 
ITEM 2.
IDENTITY AND BACKGROUND
 Name of Reporting Person: Scott Grisanti
Address of Reporting Person: 1554 Anderson Avenue, Unit E, Fort Lee, NJ 07024
Present Principal Occupations: Mr. Grisanti is a director, President and Chief Executive Officer of the Issuer.

     During the past five years Mr. Grisanti has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws.
 
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Mr. Grisanti entered into an employment agreement with the Issuer dated September 2, 2008 whereby Mr. Grisanti became the President and Chief Executive Officer of the Issuer. As partial consideration for this employment agreement the Issuer issued to Mr. Grisanti a warrant to purchase 16,000,000 shares of Common Stock at an exercise price of $0.025 per share and an option currently exercisable for 5,333,333 shares of Common Stock at an exercise price of $0.025 per share. Mr. Grisanti also invested a total of $250,000 into the Issuer as part of the Issuer’s Master Restructuring Agreement which was consummated as of August 4, 2008. As part of this investment, Mr. Grisanti received 20,000,000 shares of Common Stock and warrants to purchase 20,000,000 shares of Common Stock at an exercise price of $0.025 per share.
 
ITEM 4.
PURPOSE OF TRANSACTION
     
Issuer's purpose in entering into the employment agreement with Mr. Grisanti was to benefit from Mr. Grisanti’s extensive business experience in helping Issuer restructure the company and implement a new business plan. Issuer’s purpose in entering into the Master Restructuring Agreement was to restructure outstanding preferred securities and debt securities of the Issuer into common equity and also to secure additional equity investment capital into the Issuer for working capital and to implement its new business plan.

Mr. Grisanti may sell some or all of his Shares from time to time in ordinary market transactions.     

Except as set forth above, Mr. Grisanti has no present plans or proposals which relate to or would result in the occurrence of any of the events described in Items 4 (a) through (j) of Schedule 13D.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a) Beneficially owned:

61,333,333 shares of Common Stock*

Percent of class:

Based upon the 548,604,311 shares of Common Stock of the
Issuer outstanding as of September 3, 2008 (as provided by the Issuer)
the Reporting Person holds approximately 11.18%* of
the issued and outstanding Common Stock of the Issuer.

(b) Number of shares to which Reporting Person has:

(i)
Sole power to vote or direct the vote: 61,333,333*

(ii)
Shared power to vote or direct the vote: 61,333,333 shares*.

(iii)
Sole power to dispose of or to direct the disposition of: 61,333,333*

(iv)
Shared power to dispose of or direct the disposition of: 61,333,333 shares.*

* The Reporting Person beneficially owns an aggregate of
61,333,333 shares of Common Stock. The foregoing amount of
Common Stock reflects (i) 20,000,000 outstanding shares (ii) 36,000,000
shares issuable upon exercise of warrants at an exercise price of $0.025
per share, and (iii) 5,333,333 issuable upon exercise of an option
at an exercise price of $0.025 per share.
 

 
(c) Within the last 60 days, (i) Mr. Grisanti invested $250,000 in the Issuer in return for 20,000,000 shares of common stock and a warrant to purchase 20,000,000 shares of common stock at an exercise price of $0.025 per share, (ii) on August 4, 2008 Mr. Grisanti was issued a warrant for the purchase of 16,000,000 shares of common stock at an exercise price of $0.025 per share as partial consideration for entering into an employment agreement with the Issuer, and (iii) on August 4, 2008 Mr. Grisanti was issued an option for the purchase of 16,000,000 shares of common stock at an exercise price of $0.025 per share, which is currently exercisable with respect to 5,333,333 shares, as partial consideration for entering into an employment agreement with the Issuer.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
None.
 
 
SIGNATURES
     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: September 4, 2008 
  /s/ Scott Grisanti   
Scott Grisanti